10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2023

OR

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ___________

Commission file number 001-37994

JBG SMITH PROPERTIES

________________________________________________________________________________

(Exact name of Registrant as specified in its charter)

Maryland	81-4307010
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
4747 Bethesda Avenue Suite 200 Bethesda MD	20814
(Address of Principal Executive Offices)	(Zip Code)

Registrant's telephone number, including area code: (240) 333-3600

_______________________________

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares, par value $0.01 per share	JBGS	New York Stock Exchange

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulations S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ☐ No ☒

As of August 4, 2023, JBG SMITH Properties had 103,439,327 common shares outstanding.

JBG SMITH PROPERTIES

QUARTERLY REPORT ON FORM 10-Q

QUARTER ENDED JUNE 30, 2023

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements	Page
	Condensed Consolidated Balance Sheets (unaudited) as of June 30, 2023 and December 31, 2022	3
	Condensed Consolidated Statements of Operations (unaudited) for the three and six months ended June 30, 2023 and 2022	4
	Condensed Consolidated Statements of Comprehensive Income (unaudited) for the three and six months ended June 30, 2023 and 2022	5
	Condensed Consolidated Statements of Equity (unaudited) for the three and six months ended June 30, 2023 and 2022	6
	Condensed Consolidated Statements of Cash Flows (unaudited) for the six months ended June 30, 2023 and 2022	8
	Notes to Condensed Consolidated Financial Statements (unaudited)	10
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	29
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	47
Item 4.	Controls and Procedures	48
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	48
Item 1A.	Risk Factors	48
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	49
Item 3.	Defaults Upon Senior Securities	49
Item 4.	Mine Safety Disclosures	49
Item 5.	Other Information	49
Item 6.	Exhibits	51
	Signatures	52

2

PART I - FINANCIAL INFORMATION

ITEM 1. Financial Statements

JBG SMITH PROPERTIES

Condensed Consolidated Balance Sheets

(Unaudited)

(In thousands, except par value amounts)

	June 30, 2023		December 31, 2022
ASSETS
Real estate, at cost:
Land and improvements	$	1,267,379	$	1,302,569
Buildings and improvements		4,175,488		4,310,821
Construction in progress, including land		694,793		544,692
		6,137,660		6,158,082
Less: accumulated depreciation		(1,396,766)		(1,335,000)
Real estate, net		4,740,894		4,823,082
Cash and cash equivalents		156,639		241,098
Restricted cash		46,205		32,975
Tenant and other receivables		44,863		56,304
Deferred rent receivable		165,797		170,824
Investments in unconsolidated real estate ventures		309,219		299,881
Intangible assets, net		144,308		162,246
Other assets, net		175,677		117,028
TOTAL ASSETS	$	5,783,602	$	5,903,438
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Liabilities:
Mortgage loans, net	$	1,689,207	$	1,890,174
Revolving credit facility		62,000		—
Term loans, net		716,757		547,072
Accounts payable and accrued expenses		129,325		138,060
Other liabilities, net		139,445		132,710
Total liabilities		2,736,734		2,708,016
Commitments and contingencies
Redeemable noncontrolling interests		455,886		481,310
Shareholders' equity:
Preferred shares, $0.01 par value - 200,000 shares authorized; none issued		—		—
Common shares, $0.01 par value - 500,000 shares authorized; 105,139 and 114,013 shares issued and outstanding as of June 30, 2023 and December 31, 2022		1,052		1,141
Additional paid-in capital		3,156,511		3,263,738
Accumulated deficit		(641,813)		(628,636)
Accumulated other comprehensive income		43,491		45,644
Total shareholders' equity of JBG SMITH Properties		2,559,241		2,681,887
Noncontrolling interests		31,741		32,225
Total equity		2,590,982		2,714,112
TOTAL LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY	$	5,783,602	$	5,903,438

See accompanying notes to the condensed consolidated financial statements (unaudited).

3

JBG SMITH PROPERTIES

Condensed Consolidated Statements of Operations

(Unaudited)

(In thousands, except per share data)

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
REVENUE
Property rental	$	120,592	$	117,036	$	244,625	$	248,634
Third-party real estate services, including reimbursements		22,862		22,157		45,646		46,127
Other revenue		8,641		6,312		14,786		12,709
Total revenue		152,095		145,505		305,057		307,470
EXPENSES
Depreciation and amortization		49,218		49,479		102,649		107,541
Property operating		35,912		35,445		71,524		76,089
Real estate taxes		14,424		14,946		29,648		33,132
General and administrative:
Corporate and other		15,093		14,782		31,216		30,597
Third-party real estate services		22,105		24,143		45,928		51,192
Share-based compensation related to Formation Transaction and special equity awards		—		1,577		351		3,821
Transaction and other costs		3,492		1,987		5,964		2,886
Total expenses		140,244		142,359		287,280		305,258
OTHER INCOME (EXPENSE)
Income (loss) from unconsolidated real estate ventures, net		510		(2,107)		943		1,038
Interest and other income, net		2,281		1,672		6,358		15,918
Interest expense		(25,835)		(16,041)		(52,677)		(32,319)
Gain on the sale of real estate, net		—		158,767		40,700		158,631
Loss on the extinguishment of debt		(450)		(1,038)		(450)		(1,629)
Total other income (expense)		(23,494)		141,253		(5,126)		141,639
INCOME (LOSS) BEFORE INCOME TAX EXPENSE		(11,643)		144,399		12,651		143,851
Income tax expense		(611)		(2,905)		(595)		(2,434)
NET INCOME (LOSS)		(12,254)		141,494		12,056		141,417
Net (income) loss attributable to redeemable noncontrolling interests		1,398		(18,248)		(1,965)		(18,258)
Net loss attributable to noncontrolling interests		311		29		535		84
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS	$	(10,545)	$	123,275	$	10,626	$	123,243
EARNINGS (LOSS) PER COMMON SHARE - BASIC AND DILUTED	$	(0.10)	$	1.02	$	0.09	$	0.99
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC AND DILUTED		109,695		121,316		111,862		123,984

See accompanying notes to the condensed consolidated financial statements (unaudited).

4

JBG SMITH PROPERTIES

Condensed Consolidated Statements of Comprehensive Income

(Unaudited)

(In thousands)

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
NET INCOME (LOSS)	$	(12,254)	$	141,494	$	12,056	$	141,417
OTHER COMPREHENSIVE INCOME (LOSS):
Change in fair value of derivative financial instruments		21,789		7,225		12,820		32,320
Reclassification of net (income) loss on derivative financial instruments from accumulated other comprehensive income into interest expense		(7,534)		2,791		(15,350)		6,547
Total other comprehensive income (loss)		14,255		10,016		(2,530)		38,867
COMPREHENSIVE INCOME		2,001		151,510		9,526		180,284
Net (income) loss attributable to redeemable noncontrolling interests		1,398		(18,248)		(1,965)		(18,258)
Net loss attributable to noncontrolling interests		311		29		535		84
Other comprehensive (income) loss attributable to redeemable noncontrolling interests		(1,781)		(1,311)		444		(4,277)
Other comprehensive income attributable to noncontrolling interests		(1,019)		—		(67)		—
COMPREHENSIVE INCOME ATTRIBUTABLE TO JBG SMITH PROPERTIES	$	910	$	131,980	$	8,473	$	157,833

See accompanying notes to the condensed consolidated financial statements (unaudited).

5

JBG SMITH PROPERTIES

Condensed Consolidated Statements of Equity

(Unaudited)

(In thousands)

								Accumulated
				Additional				Other
	Common Shares			Paid-In		Accumulated		Comprehensive		Noncontrolling		Total
	Shares	Amount		Capital		Deficit		Income		Interests		Equity
BALANCE AS OF MARCH 31, 2023	113,583	$	1,137	$	3,282,290	$	(607,465)	$	32,036	$	31,042	$	2,739,040
Net loss attributable to common shareholders and noncontrolling interests	—		—		—		(10,545)		—		(311)		(10,856)
Redemption of common limited partnership units ("OP Units") for common shares	821		8		11,718		—		—		—		11,726
Common shares repurchased	(9,321)		(93)		(135,654)		—		—		—		(135,747)
Common shares issued pursuant to employee incentive compensation plan and Employee Share Purchase Plan ("ESPP")	56		—		1,172		—		—		—		1,172
Dividends declared on common shares ($0.225 per common share)	—		—		—		(23,803)		—		—		(23,803)
Distributions to noncontrolling interests, net	—		—		—		—		—		(9)		(9)
Redeemable noncontrolling interests redemption value adjustment and total other comprehensive income allocation	—		—		(3,015)		—		(1,781)		—		(4,796)
Total other comprehensive income	—		—		—		—		14,255		—		14,255
Other comprehensive income attributable to noncontrolling interest	—		—		—		—		(1,019)		1,019		—
BALANCE AS OF JUNE 30, 2023	105,139	$	1,052	$	3,156,511	$	(641,813)	$	43,491	$	31,741	$	2,590,982
BALANCE AS OF MARCH 31, 2022	124,248	$	1,243	$	3,444,793	$	(609,363)	$	9,935	$	28,438	$	2,875,046
Net income (loss) attributable to common shareholders and noncontrolling interests	—		—		—		123,275		—		(29)		123,246
Redemption of OP Units for common shares	72		1		1,761		—		—		—		1,762
Common shares repurchased	(8,499)		(84)		(213,807)		—		—		—		(213,891)
Common shares issued pursuant to employee incentive compensation plan and ESPP	41		—		1,143		—		—		—		1,143
Dividends declared on common shares ($0.225 per common share)	—		—		—		(27,658)		—		—		(27,658)
Contributions from noncontrolling interests, net	—		—		—		—		—		3,231		3,231
Redeemable noncontrolling interests redemption value adjustment and total other comprehensive income allocation	—		—		51,621		—		(1,311)		—		50,310
Total other comprehensive income	—		—		—		—		10,016		—		10,016
BALANCE AS OF JUNE 30, 2022	115,862	$	1,160	$	3,285,511	$	(513,746)	$	18,640	$	31,640	$	2,823,205

See accompanying notes to the condensed consolidated financial statements (unaudited).

6

JBG SMITH PROPERTIES

Condensed Consolidated Statements of Equity

(Unaudited)

(In thousands)

								Accumulated
								Other
				Additional				Comprehensive
	Common Shares			Paid-In		Accumulated		Income		Noncontrolling		Total
	Shares	Amount		Capital		Deficit		(Loss)		Interests		Equity
BALANCE AS OF DECEMBER 31, 2022	114,013	$	1,141	$	3,263,738	$	(628,636)	$	45,644	$	32,225	$	2,714,112
Net income (loss) attributable to common shareholders and noncontrolling interests	—		—		—		10,626		—		(535)		10,091
Redemption of OP Units for common shares	1,577		16		25,492		—		—		—		25,508
Common shares repurchased	(10,526)		(105)		(155,740)		—		—		—		(155,845)
Common shares issued pursuant to employee incentive compensation plan and ESPP	75		—		1,796		—		—		—		1,796
Dividends declared on common shares ($0.225 per common share)	—		—		—		(23,803)		—		—		(23,803)
Distributions to noncontrolling interests, net	—		—		—		—		—		(16)		(16)
Redeemable noncontrolling interests redemption value adjustment and total other comprehensive loss allocation	—		—		21,225		—		444		—		21,669
Other comprehensive loss	—		—		—		—		(2,530)		—		(2,530)
Other comprehensive income attributable to noncontrolling interest	—		—		—		—		(67)		67		—
BALANCE AS OF JUNE 30, 2023	105,139	$	1,052	$	3,156,511	$	(641,813)	$	43,491	$	31,741	$	2,590,982
BALANCE AS OF DECEMBER 31, 2021	127,378	$	1,275	$	3,539,916	$	(609,331)	$	(15,950)	$	22,507	$	2,938,417
Net income (loss) attributable to common shareholders and noncontrolling interests	—		—		—		123,243		—		(84)		123,159
Redemption of OP Units for common shares	280		3		7,773		—		—		—		7,776
Common shares repurchased	(11,840)		(118)		(306,921)		—		—		—		(307,039)
Common shares issued pursuant to employee incentive compensation plan and ESPP	44		—		1,429		—		—		—		1,429
Dividends declared on common shares ($0.225 per common share)	—		—		—		(27,658)		—		—		(27,658)
Contributions from noncontrolling interests, net	—		—		—		—		—		9,217		9,217
Redeemable noncontrolling interests redemption value adjustment and total other comprehensive income allocation	—		—		43,314		—		(4,277)		—		39,037
Other comprehensive income	—		—		—		—		38,867		—		38,867
BALANCE AS OF JUNE 30, 2022	115,862	$	1,160	$	3,285,511	$	(513,746)	$	18,640	$	31,640	$	2,823,205

See accompanying notes to the condensed consolidated financial statements (unaudited).

7

JBG SMITH PROPERTIES

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(In thousands)

	Six Months Ended June 30,
	2023		2022
OPERATING ACTIVITIES:
Net income	$	12,056	$	141,417
Adjustments to reconcile net income to net cash provided by operating activities:
Share-based compensation expense		20,514		25,375
Depreciation and amortization expense, including amortization of deferred financing costs		105,105		109,697
Deferred rent		(15,256)		(7,237)
Income from unconsolidated real estate ventures, net		(943)		(1,038)
Amortization of market lease intangibles, net		(510)		(621)
Amortization of lease incentives		1,340		4,303
Loss on the extinguishment of debt		450		1,629
Gain on the sale of real estate, net		(40,700)		(158,631)
(Income) loss on operating lease and other receivables		(351)		738
Income from investments, net		(1,305)		(15,282)
Return on capital from unconsolidated real estate ventures		9,354		6,028
Other non-cash items		5,800		(4,781)
Changes in operating assets and liabilities:
Tenant and other receivables		12,138		(2,847)
Other assets, net		4,273		(3,669)
Accounts payable and accrued expenses		(19,172)		(1,375)
Other liabilities, net		(3,362)		13,943
Net cash provided by operating activities		89,431		107,649
INVESTING ACTIVITIES:
Development costs, construction in progress and real estate additions		(164,776)		(128,114)
Acquisition of real estate		(19,551)		—
Proceeds from the sale of real estate		68,998		923,108
Proceeds from the sale of investments		—		19,030
Distributions of capital from unconsolidated real estate ventures		—		52,465
Investments in unconsolidated real estate ventures and other investments		(20,171)		(81,185)
Net cash (used in) provided by investing activities		(135,500)		785,304
FINANCING ACTIVITIES:
Borrowings under mortgage loans		251,714		—
Borrowings under revolving credit facility		122,000		—
Borrowings under term loans		170,000		—
Repayments of mortgage loans		(278,469)		(167,132)
Repayments of revolving credit facility		(60,000)		(300,000)
Debt issuance and modification costs		(17,213)		(1,256)
Redemption of partner's noncontrolling interest		(647)		—
Proceeds from common shares issued pursuant to ESPP		665		800
Common shares repurchased		(155,845)		(297,040)
Dividends paid to common shareholders		(49,455)		(56,323)
Distributions to redeemable noncontrolling interests		(7,895)		(8,196)
Distributions to noncontrolling interests		(15)		(21)
Contributions from noncontrolling interests		—		9,238
Net cash used in financing activities		(25,160)		(819,930)
Net (decrease) increase in cash and cash equivalents, and restricted cash		(71,229)		73,023
Cash and cash equivalents, and restricted cash, beginning of period		274,073		302,095
Cash and cash equivalents, and restricted cash, end of period	$	202,844	$	375,118

See accompanying notes to the condensed consolidated financial statements (unaudited).

8

JBG SMITH PROPERTIES

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(In thousands)

	Six Months Ended June 30,
	2023		2022
CASH AND CASH EQUIVALENTS, AND RESTRICTED CASH, END OF PERIOD:
Cash and cash equivalents	$	156,639	$	162,270
Restricted cash		46,205		212,848
Cash and cash equivalents, and restricted cash	$	202,844	$	375,118
SUPPLEMENTAL DISCLOSURE OF CASH FLOW AND NON-CASH INFORMATION:
Cash paid for interest (net of capitalized interest of $7,221 and $3,928 in 2023 and 2022)	$	44,379	$	34,612
Accrued capital expenditures included in accounts payable and accrued expenses		75,565		57,426
Write-off of fully depreciated assets		3,335		7,993
Conversion of OP Units to common shares		25,508		7,776
Recognition of operating lease right-of-use asset		61,443		—
Recognition of liabilities related to operating lease right-of-use asset		61,443		—
Cash paid for amounts included in the measurement of lease liabilities for operating leases		1,967		1,092

See accompanying notes to the condensed consolidated financial statements (unaudited).

9

JBG SMITH PROPERTIES

Notes to Condensed Consolidated Financial Statements

(Unaudited)

1.Organization and Basis of Presentation

Organization

JBG SMITH Properties ("JBG SMITH"), a Maryland real estate investment trust, owns, operates, invests in and develops mixed-use properties in high growth and high barrier-to-entry submarkets in and around Washington, D.C. Through an intense focus on placemaking, JBG SMITH cultivates vibrant, amenity-rich, walkable neighborhoods throughout the Washington, D.C. metropolitan area. Approximately two-thirds of our holdings are in the National Landing submarket in Northern Virginia, which is anchored by four key demand drivers: Amazon.com, Inc.'s ("Amazon") new headquarters; Virginia Tech's under-construction $1 billion Innovation Campus; the submarket’s proximity to the Pentagon; and our deployment of next-generation public and private 5G digital infrastructure. In addition, our third-party asset management and real estate services business provides fee-based real estate services to the Washington Housing Initiative ("WHI") Impact Pool, the legacy funds formerly organized by The JBG Companies ("JBG") (the "JBG Legacy Funds") and other third parties. Substantially all our assets are held by, and our operations are conducted through, JBG SMITH Properties LP ("JBG SMITH LP"), our operating partnership. As of June 30, 2023, JBG SMITH, as its sole general partner, controlled JBG SMITH LP and owned 88.1% of its OP Units, after giving effect to the conversion of certain vested long-term incentive partnership units ("LTIP Units") that are convertible into OP Units. 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: (i) 10.0% subordinated interest in one commercial building, (ii) 33.5% subordinated interest in four commercial buildings (the "Fortress Assets") and (iii) 49.0% interest in three commercial buildings (the "L'Enfant Plaza Assets"), as well as the associated non-recourse mortgage loans, held through unconsolidated real estate ventures; these interests and debt are excluded because our investment in each real estate venture is zero, we do not anticipate receiving any near-term cash flow distributions from the real estate ventures, and we have not guaranteed their obligations or otherwise committed to providing financial support.

We were organized for the purpose of receiving, via the spin-off on July 17, 2017 (the "Separation"), substantially all of the assets and liabilities of Vornado Realty Trust's ("Vornado") Washington, D.C. segment. On July 18, 2017, we acquired the management business, and certain assets and liabilities of JBG (the "Combination"). The Separation and the Combination are collectively referred to as the "Formation Transaction."

As of June 30, 2023, our Operating Portfolio consisted of 51 operating assets comprising 31 commercial assets totaling 9.7 million square feet (8.2 million square feet at our share), 18 multifamily assets totaling 6,756 units (6,756 units at our share) and two wholly owned land assets for which we are the ground lessor. Additionally, we have two under-construction multifamily assets with 1,583 units (1,583 units at our share) and 20 assets in the development pipeline totaling 12.5 million square feet (9.8 million square feet at our share) of estimated potential development density.

We derive our revenue primarily from leases with multifamily and commercial tenants, which include fixed and percentage rents, and reimbursements from tenants for certain expenses such as real estate taxes, property operating expenses, and repairs and maintenance. In addition, our third-party asset management and real estate services business provides fee-based real estate services.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements and notes are prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and with the instructions of Form 10-Q and Article 10 of Regulation S-X. Accordingly, these condensed consolidated financial statements do not contain certain information required in annual financial statements and notes as required under GAAP. In our opinion, all adjustments considered necessary for a fair presentation have been included, and all such adjustments are of a normal recurring nature. All intercompany transactions and balances have been eliminated. The results of operations

10

for the three and six months ended June 30, 2023 and 2022 are not necessarily indicative of the results that may be expected for a full year. These condensed consolidated financial statements should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2022, filed with the Securities and Exchange Commission on February 21, 2023 ("Annual Report").

The accompanying condensed consolidated financial statements include our accounts and those of our wholly owned subsidiaries and consolidated variable interest entities ("VIEs"), including JBG SMITH LP. See Note 5 for additional information on our VIEs. The portions of the equity and net income (loss) of consolidated entities that are not attributable to us are presented separately as amounts attributable to noncontrolling interests in our condensed consolidated financial statements.

References to our financial statements refer to our unaudited condensed consolidated financial statements as of June 30, 2023 and December 31, 2022, and for the three and six months ended June 30, 2023 and 2022. References to our balance sheets refer to our condensed consolidated balance sheets as of June 30, 2023 and December 31, 2022. References to our statements of operations refer to our condensed consolidated statements of operations for the three and six months ended June 30, 2023 and 2022. References to our statements of comprehensive income refer to our condensed consolidated statements of comprehensive income for the three and six months ended June 30, 2023 and 2022.

Income Taxes

We have elected to be taxed as a real estate investment trust ("REIT") under sections 856-860 of the Internal Revenue Code of 1986, as amended (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. We also participate in the activities conducted by our subsidiary entities that have elected to be treated as taxable REIT subsidiaries under the Code. As such, we are subject to federal, state and local taxes on the income from those activities.

2.Summary of Significant Accounting Policies

Significant Accounting Policies

There were no material changes to our significant accounting policies disclosed in our Annual Report.

Use of Estimates

The preparation of the financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates.

Recent Accounting Pronouncements

Reference Rate Reform

In March 2020, the Financial Accounting Standards Board issued Accounting Standards Update ("ASU") 2020-04, Reference Rate Reform ("Topic 848"), which was amended in December 2022 by ASU 2022-06, Reference Rate Reform (Topic 848). Topic 848 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance in Topic 848 is optional and may be elected through December 31, 2024 as reference rate reform activities occur. We elected to apply the hedge accounting expedients that allow us to (i) continue to amortize previously deferred gains and losses in accumulated other comprehensive income related to terminated hedges into earnings in accordance with the underlying hedged forecasted transactions, (ii) modify loan agreements to replace the reference rate without treating the change as a contract modification and (iii) modify the reference rate of the hedging instruments without it being considered a change in critical terms requiring redesignation. We also elected to apply the hedge accounting expedients related to (i) the assertion that our hedged forecasted transactions remain probable and (ii) the assessments of effectiveness for future London Interbank Offered Rate ("LIBOR") indexed cash flows to assume that the

11

index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients preserves the past presentation of our derivatives. We will continue to evaluate the impact of the guidance and may apply other elections, as applicable.

3.Acquisition and Dispositions

Acquisition

During the six months ended June 30, 2023, we paid the deferred purchase price of $19.6 million related to the acquisition of a development parcel, formerly the Americana hotel, in 2020.

Dispositions

The following is a summary of activity for the six months ended June 30, 2023:

									Gain (Loss)
				Total	Gross		Cash		on the Sale
				Square	Sales		Proceeds		of Real
Date Disposed	Assets	Segment	Location	Feet	Price		from Sale		Estate
				(In thousands)
March 17, 2023	Development Parcel	Other	Arlington, Virginia	—	$	5,500	$	4,954	$	(53)
March 23, 2023	4747 Bethesda Avenue (1)	Commercial	Bethesda, Maryland							40,053
	Other (2)									700
									$	40,700

(1) We sold an 80.0% interest in the asset for a gross sales price of $196.0 million, representing a gross valuation of $245.0 million. See Note 4 for additional information.

(2) Represents recognition of contingent consideration related to a prior period disposition.

4.Investments in Unconsolidated Real Estate Ventures

The following is a summary of the composition of our investments in unconsolidated real estate ventures:

	Effective
	Ownership
Real Estate Venture	Interest (1)	June 30, 2023		December 31, 2022
		(In thousands)
Prudential Global Investment Management	50.0%	$	198,475	$	203,529
J.P. Morgan Global Alternatives ("J.P. Morgan") (2)	50.0%		68,275		64,803
4747 Bethesda Venture (3)	20.0%		13,577		—
Brandywine Realty Trust	30.0%		13,682		13,678
CBREI Venture	9.9% - 10.0%		12,380		12,516
Landmark Partners (4)	18.0%		2,267		4,809
Other			563		546
Total investments in unconsolidated real estate ventures (5) (6)		$	309,219	$	299,881

(1) Reflects our effective ownership interests in the underlying real estate as of June 30, 2023. We have multiple investments with certain venture partners with varying ownership interests in the underlying real estate.

(2) J.P. Morgan is the advisor for an institutional investor.

(3) In March 2023, we sold an 80.0% interest in 4747 Bethesda Avenue for a gross sales price of $196.0 million, representing a gross valuation of $245.0 million. In connection with the transaction, the real estate venture assumed the related $175.0 million mortgage loan.

(4) Excludes the L'Enfant Plaza Assets for which we have a zero investment balance and discontinued applying the equity method of accounting after September 30, 2022.

(5) Excludes (i) 10.0% subordinated interest in one commercial building, (ii) the Fortress Assets and (iii) the L'Enfant Plaza Assets held through unconsolidated real estate ventures. For more information see Note 1. Also, excludes our interest in an investment in the real estate venture that owns 1101 17th Street for which we have discontinued applying the equity method of accounting since June

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30, 2018 because we received distributions in excess of our contributions and share of earnings, which reduced our investment to zero; further, we are not obligated to provide for losses, have not guaranteed its obligations or otherwise committed to provide financial support.

(6) As of June 30, 2023 and December 31, 2022, our total investments in unconsolidated real estate ventures were greater than our share of the net book value of the underlying assets by $7.0 million and $8.9 million, resulting principally from capitalized interest and our zero investment balance in certain real estate ventures.

We provide leasing, property management and other real estate services to our unconsolidated real estate ventures. We recognized revenue, including expense reimbursements, of $5.6 million and $10.8 million for the three and six months ended June 30, 2023, and $6.6 million and $12.2 million for the three and six months ended June 30, 2022 for such services.

The following is a summary of the debt of our unconsolidated real estate ventures:

	Weighted
	Average Effective
	Interest Rate (1)	June 30, 2023		December 31, 2022
		(In thousands)
Variable rate (2)	6.06%	$	358,271	$	184,099
Fixed rate (3)	4.13%		60,000		60,000
Mortgage loans (4)			418,271		244,099
Unamortized deferred financing costs and premium / discount, net			(10,082)		(411)
Mortgage loans, net (4) (5)		$	408,189	$	243,688

(1) Weighted average effective interest rate as of June 30, 2023.

(2) Includes variable rate mortgages with interest rate cap agreements.

(3) Includes variable rate mortgages with interest rates fixed by interest rate swap agreements.

(4) Excludes mortgage loans related to the Fortress Assets and the L'Enfant Plaza Assets.

(5) See Note 17 for additional information on guarantees of the debt of certain of our unconsolidated real estate ventures.

The following is a summary of financial information for our unconsolidated real estate ventures:

	June 30, 2023		December 31, 2022
	(In thousands)
Combined balance sheet information: (1)
Real estate, net	$	1,070,477	$	888,379
Other assets, net		184,566		160,015
Total assets	$	1,255,043	$	1,048,394
Mortgage loans, net	$	408,189	$	243,688
Other liabilities, net		53,163		54,639
Total liabilities		461,352		298,327
Total equity		793,691		750,067
Total liabilities and equity	$	1,255,043	$	1,048,394

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	Three Months Ended June 30,					Six Months Ended June 30,
	2023		2022		X	2023		2022
	(In thousands)
Combined income statement information: (1)
Total revenue	$	24,952	$	41,379		$	44,985	$	84,253
Operating income (2)		5,088		36,108			7,579		84,534
Net income (loss) (2)		(2,214)		25,127			(3,934)		64,410

(1) Excludes amounts related to the Fortress Assets. Excludes combined balance sheet information for both periods presented and combined income statement information for the three and six months ended June 30, 2023 related to the L'Enfant Plaza Assets as we discontinued applying the equity method of accounting after September 30, 2022.

(2) Includes the gain on the sale of various assets totaling $32.3 million and $77.4 million during the three and six months ended June 30, 2022.

5.Variable Interest Entities

We hold various interests in entities deemed to be VIEs, which we evaluate at acquisition, formation, after a change in the ownership agreement, after a change in the entity's economics or after any other reconsideration event to determine if the VIE should be consolidated in our financial statements or should no longer be considered a VIE. An entity is a VIE because it is in the development stage and/or does not hold sufficient equity at risk, or conducts substantially all its operations on behalf of an investor with disproportionately few voting rights. We will consolidate a VIE if we are the primary beneficiary of the VIE, which entails having the power to direct the activities that most significantly impact the VIE’s economic performance. Certain criteria we assess in determining whether we are the primary beneficiary of the VIE include our influence over significant business activities, our voting rights and any noncontrolling interest kick-out or participating rights.

Unconsolidated VIEs

As of June 30, 2023 and December 31, 2022, we had interests in entities deemed to be VIEs. Although we may be responsible for managing the day-to-day operations of these investees, we are not the primary beneficiary of these VIEs, as we do not hold unilateral power over activities that, when taken together, most significantly impact the respective VIE's economic performance. We account for our investment in these entities under the equity method. As of June 30, 2023 and December 31, 2022, the net carrying amounts of our investment in these entities were $84.3 million and $83.2 million, which were included in "Investments in unconsolidated real estate ventures" in our balance sheets. Our equity in the income of unconsolidated VIEs was included in "Income (loss) from unconsolidated real estate ventures, net" in our statements of operations. Our maximum loss exposure in these entities is limited to our investments, construction commitments and debt guarantees. See Note 17 for additional information.

Consolidated VIEs

JBG SMITH LP is our most significant consolidated VIE. We hold 88.1% of the limited partnership interest in JBG SMITH LP, act as the general partner and exercise full responsibility, discretion and control over its day-to-day management. The noncontrolling interests of JBG SMITH LP do not have substantive liquidation rights, substantive kick-out rights without cause or substantive participating rights that could be exercised by a simple majority of noncontrolling interest limited partners (including by such a limited partner unilaterally). Because the noncontrolling interest holders do not have these rights, JBG SMITH LP is a VIE. As general partner, we have the power to direct the activities of JBG SMITH LP that most significantly affect its economic performance, and through our majority interest, we have both the right to receive benefits from and the obligation to absorb losses of JBG SMITH LP. Accordingly, we are the primary beneficiary of JBG SMITH LP and consolidate it in our financial statements. Because we conduct our business through JBG SMITH LP, its total assets and liabilities comprise substantially all our consolidated assets and liabilities.

As of June 30, 2023 and December 31, 2022, excluding JBG SMITH LP, we consolidated two VIEs (1900 Crystal Drive and 2000/2001 South Bell Street) with total assets of $392.2 million and $265.5 million, and liabilities of $198.7 million and $116.3 million, primarily consisting of construction in process and mortgage loans. The assets of the VIEs can only be

14

used to settle the obligations of the VIEs, and the liabilities include third-party liabilities of the VIEs for which the creditors or beneficial interest holders do not have recourse against us.

6.Other Assets, Net

The following is a summary of other assets, net:

	June 30, 2023		December 31, 2022
	(In thousands)
Prepaid expenses	$	11,056	$	16,440
Derivative agreements, at fair value		53,569		61,622
Deferred financing costs, net		13,653		5,516
Deposits		401		483
Operating lease right-of-use assets (1)		61,908		1,383
Investments in funds (2)		19,671		16,748
Other investments (3)		3,589		3,524
Other		11,830		11,312
Total other assets, net	$	175,677	$	117,028

(1) Includes our corporate office lease at 4747 Bethesda Avenue as of June 30, 2023.

(2) Consists of investments in real estate-focused technology companies, which are recorded at their fair value based on their reported net asset value. During the three and six months ended June 30, 2023, unrealized (losses) gains related to these investments were ($338,000) and $1.7 million. During the three and six months ended June 30, 2022, unrealized gains related to these investments were $1.0 million and $1.2 million. During the three and six months ended June 30, 2023, realized losses related to these investments were $189,000 and $318,000. Unrealized (losses) gains and realized losses were included in "Interest and other income, net" in our statements of operations.

(3) Primarily consists of equity investments that are carried at cost. During the three and six months ended June 30, 2022, realized gains related to these investments were $178,000 and $14.1 million, which were included in "Interest and other income, net" in our statements of operations.

7.Debt

Mortgage Loans

The following is a summary of mortgage loans:

	Weighted Average
	Effective
	Interest Rate (1)	June 30, 2023		December 31, 2022
		(In thousands)
Variable rate (2)	5.43%	$	678,671	$	892,268
Fixed rate (3)	4.45%		1,025,535		1,009,607
Mortgage loans			1,704,206		1,901,875
Unamortized deferred financing costs and premium / discount, net (4)			(14,999)		(11,701)
Mortgage loans, net		$	1,689,207	$	1,890,174

(1) Weighted average effective interest rate as of June 30, 2023.

(2) Includes variable rate mortgage loans with interest rate cap agreements. For mortgage loans with interest rate caps, the weighted average interest rate cap strike was 2.42%, and the weighted average maturity date of the interest rate caps is August 2023. The interest rate cap strike is exclusive of the credit spreads associated with the mortgage loans. As of June 30, 2023, one-month LIBOR was 5.22% and one-month term Secured Overnight Financing Rate ("SOFR") was 5.14%.

(3) Includes variable rate mortgages with interest rates fixed by interest rate swap agreements.

(4) As of June 30, 2023 and December 31, 2022, excludes $2.0 million and $2.2 million of net deferred financing costs related to unfunded mortgage loans that were included in "Other assets, net" in our balance sheets.

As of June 30, 2023 and December 31, 2022, the net carrying value of real estate collateralizing our mortgage loans totaled $2.1 billion and $2.2 billion. Our mortgage loans contain covenants that limit our ability to incur additional indebtedness

15

on these properties and, in certain circumstances, require lender approval of tenant leases and/or yield maintenance upon repayment prior to maturity. Certain mortgage loans are recourse to us. See Note 17 for additional information.

In January 2023, we entered into a $187.6 million loan facility, collateralized by The Wren and F1RST Residences. The loan has a seven-year term and a fixed interest rate of 5.13%. This loan is the initial advance under a Fannie Mae multifamily credit facility which provides flexibility for collateral substitutions, future advances tied to performance, ability to mix fixed and floating rates, and staggered maturities. Proceeds from the loan were used, in part, to repay the $131.5 million mortgage loan collateralized by 2121 Crystal Drive, which had a fixed interest rate of 5.51%.

In June 2023, we repaid $142.4 million in mortgage loans collateralized by Falkland Chase – South & West and 800 North Glebe Road.

As of June 30, 2023 and December 31, 2022, we had various interest rate swap and cap agreements on certain mortgage loans with an aggregate notional value of $1.2 billion and $1.3 billion. See Note 15 for additional information.

Revolving Credit Facility and Term Loans

As of June 30, 2023, 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 2025, a $400.0 million term loan ("Tranche A-2 Term Loan") maturing in January 2028, which includes the $50.0 million remaining advance drawn in May 2023, and a $120.0 million term loan ("2023 Term Loan") maturing in June 2028.

Effective as of June 29, 2023, the revolving credit facility was amended to: (i) reduce the borrowing capacity from $1.0 billion to $750.0 million, (ii) extend the maturity date from January 2025 to June 2027 and (iii) amend the interest rate to daily SOFR plus 1.40% to daily SOFR plus 1.85%, varying based on a ratio of our total outstanding indebtedness to a valuation of certain real property and assets. We have the option to increase the $750.0 million revolving credit facility or add term loans up to $500.0 million, and we also have the right to extend the maturity date beyond June 2027 via two six-month extension options.

In addition, on June 29, 2023, we entered into a $120.0 million term loan maturing in June 2028 with an interest rate of one-month term SOFR plus 1.25% to one-month term SOFR plus 1.80%, varying based on a ratio of our total outstanding indebtedness to a valuation of certain real property and assets. We also entered into an interest rate swap with a total notional value of $120.0 million, which fixes SOFR at an interest rate of 4.01% through the maturity date.

In July 2023, we amended the covenants related to the Tranche A-1 Term Loan and the Tranche A-2 Term Loan to be consistent with the revolving credit facility and 2023 Term Loan covenants.

The following is a summary of amounts outstanding under the revolving credit facility and term loans:

	Effective
	Interest Rate (1)	June 30, 2023		December 31, 2022
		(In thousands)
Revolving credit facility (2) (3)	6.49%	$	62,000	$	—
Tranche A-1 Term Loan (4)	2.61%	$	200,000	$	200,000
Tranche A-2 Term Loan (4)	3.54%		400,000		350,000
2023 Term Loan (5)	5.26%		120,000		—
Term loans			720,000		550,000
Unamortized deferred financing costs, net			(3,243)		(2,928)
Term loans, net		$	716,757	$	547,072

(1) Effective interest rate as of June 30, 2023. The interest rate for our revolving credit facility excludes a 0.15% facility fee.

(2) As of June 30, 2023, daily SOFR was 5.09%. As of June 30, 2023 and December 31, 2022, letters of credit with an aggregate face amount of $467,000 were outstanding under our revolving credit facility.

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(3) As of June 30, 2023 and December 31, 2022, excludes $11.7 million and $3.3 million of net deferred financing costs related to our revolving credit facility that were included in "Other assets, net" in our balance sheets.

(4) As of June 30, 2023 and December 31, 2022, the outstanding balance was fixed by interest rate swap agreements. As of June 30, 2023, these interest rate swap agreements fix SOFR at a weighted average interest rate of 1.46% for the Tranche A-1 Term Loan and 2.29% for the Tranche A-2 Term Loan. Interest rate swaps for the Tranche A-1 Term Loan with a total notional value of $200.0 million mature in July 2024. Interest rate swaps for the Tranche A-2 Term Loan with a total notional value of $200.0 million mature in July 2024 and with a total notional value of $200.0 million mature in January 2028. We have two forward-starting interest rate swaps that will be effective July 2024 with a total notional value of $200.0 million, which will effectively fix SOFR for the Tranche A-2 Term Loan at a weighted average interest rate of 2.81% through the maturity date.

(5) As of June 30, 2023, the outstanding balance was fixed by an interest rate swap agreement, which fixes SOFR at an interest rate of 4.01% through the maturity date.

8.Other Liabilities, Net

The following is a summary of other liabilities, net:

	June 30, 2023		December 31, 2022
	(In thousands)
Lease intangible liabilities, net	$	6,403	$	7,275
Lease assumption liabilities		1,228		2,647
Lease incentive liabilities		9,685		11,539
Liabilities related to operating lease right-of-use assets (1)		65,875		5,308
Prepaid rent		15,428		15,923
Security deposits		12,879		13,963
Environmental liabilities		17,990		17,990
Deferred tax liability, net		5,181		4,903
Dividends payable		—		29,621
Derivative agreements, at fair value		755		—
Deferred purchase price related to the acquisition of a development parcel		—		19,447
Other		4,021		4,094
Total other liabilities, net	$	139,445	$	132,710

(1) Includes our corporate office lease at 4747 Bethesda Avenue as of June 30, 2023.

9.Redeemable Noncontrolling Interests

JBG SMITH LP

OP Units held by persons other than JBG SMITH are redeemable for cash or, at our election, our common shares, subject to certain limitations. Vested LTIP Units are redeemable into OP Units. During the six months ended June 30, 2023 and 2022, unitholders redeemed 1.6 million and 280,451 OP Units, which we elected to redeem for an equivalent number of our common shares. As of June 30, 2023, outstanding OP Units and redeemable LTIP Units totaled 14.1 million, representing an 11.9% ownership interest in JBG SMITH LP. Our OP Units and certain vested LTIP Units are presented at the higher of their redemption value or their carrying value, with adjustments to the redemption value recognized in "Additional paid-in capital" in our balance sheets. Redemption value per OP Unit is equivalent to the market value of one common share at the end of the period. In July 2023, unitholders redeemed 257,151 OP Units and LTIP Units, which we elected to redeem for an equivalent number of our common shares.

Consolidated Real Estate Venture

We were a partner in a consolidated real estate venture that owned a multifamily asset, The Wren, located in Washington, D.C. As of June 30, 2022, we held a 96.0% ownership interest in the real estate venture. In October 2022, one partner redeemed its 3.7% interest, and in February 2023, another partner redeemed its 0.3% interest, increasing our ownership interest to 100.0%.

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The following is a summary of the activity of redeemable noncontrolling interests:

	Three Months Ended June 30,
	2023						2022
			Consolidated						Consolidated
	JBG		Real Estate				JBG		Real Estate
	SMITH LP		Venture		Total		SMITH LP		Venture		Total
	(In thousands)
Balance, beginning of period	$	457,778	$	—	$	457,778	$	536,725	$	9,324	$	546,049
Redemptions		(11,726)		—		(11,726)		(1,762)		—		(1,762)
LTIP Units issued in lieu of cash compensation (1)		757		—		757		987		—		987
Net income (loss)		(1,398)		—		(1,398)		18,240		8		18,248
Other comprehensive income		1,781		—		1,781		1,311		—		1,311
Distributions		(3,927)		—		(3,927)		(4,110)		(79)		(4,189)
Share-based compensation expense		9,606		—		9,606		12,369		—		12,369
Adjustment to redemption value		3,015		—		3,015		(50,334)		(1,287)		(51,621)
Balance, end of period	$	455,886	$	—	$	455,886	$	513,426	$	7,966	$	521,392
	Six Months Ended June 30,
	2023						2022
			Consolidated						Consolidated
	JBG		Real Estate				JBG		Real Estate
	SMITH LP		Venture		Total		SMITH LP		Venture		Total
	(In thousands)
Balance, beginning of period	$	480,663	$	647	$	481,310	$	513,268	$	9,457	$	522,725
Redemptions		(25,508)		(647)		(26,155)		(7,776)		—		(7,776)
LTIP Units issued in lieu of cash compensation (1)		5,213		—		5,213		6,584		—		6,584
Net income		1,965		—		1,965		18,237		21		18,258
Other comprehensive income (loss)		(444)		—		(444)		4,277		—		4,277
Distributions		(3,927)		—		(3,927)		(4,110)		(148)		(4,258)
Share-based compensation expense		19,149		—		19,149		24,896		—		24,896
Adjustment to redemption value		(21,225)		—		(21,225)		(41,950)		(1,364)		(43,314)
Balance, end of period	$	455,886	$	—	$	455,886	$	513,426	$	7,966	$	521,392

(1) See Note 11 for additional information.

10.Property Rental Revenue

The following is a summary of property rental revenue from our non-cancellable leases:

	Three Months Ended June 30,					Six Months Ended June 30,
	2023		2022		X	2023		2022
	(In thousands)
Fixed	$	108,124	$	105,498		$	221,195	$	226,135
Variable		12,468		11,538			23,430		22,499
Property rental revenue	$	120,592	$	117,036		$	244,625	$	248,634

11.Share-Based Payments

LTIP Units and Time-Based LTIP Units

During the six months ended June 30, 2023, we granted to certain employees 945,872 LTIP Units with time-based vesting requirements ("Time-Based LTIP Units") and a weighted average grant-date fair value of $17.65 per unit that primarily vest ratably over four years subject to continued employment. Compensation expense for these units is primarily being recognized over a four-year period.

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In February 2023, we granted 280,342 fully vested LTIP Units to certain employees, who elected to receive all or a portion of their cash bonuses related to 2022 service as LTIP Units. The LTIP units had a grant-date fair value of $15.90 per unit. Compensation expense totaling $4.5 million for these LTIP Units was recognized in 2022.

In May 2023, as part of their annual compensation, we granted to non-employee trustees a total of 155,523 fully vested LTIP Units with a grant-date fair value of $11.30 per unit, which includes LTIP Units elected in lieu of cash retainers. The LTIP Units may not be sold while a trustee is serving on the Board of Trustees.

The aggregate grant-date fair value of the Time-Based LTIP Units and the LTIP Units granted during the six months ended June 30, 2023 was $22.9 million. The Time-Based LTIP Units and the LTIP Units were valued based on the closing common share price on the grant date, less a discount for post-grant restrictions. The discount was determined using Monte Carlo simulations based on the following significant assumptions:

Expected volatility	26.0% to 31.0%
Risk-free interest rate	3.4% to 4.9%
Post-grant restriction periods	2 to 6 years

Appreciation-Only LTIP Units ("AO LTIP Units")

In January 2023, we granted to certain employees 1.7 million performance-based AO LTIP Units with a grant-date fair value of $3.73 per unit. The AO LTIP Units are structured in the form of profits interests that provide for a share of appreciation determined by the increase in the value of a common share at the time of conversion over the participation threshold of $20.83. The AO LTIP Units are subject to a TSR modifier whereby the number of AO LTIP Units that will ultimately be earned will be increased or reduced by as much as 25%. The AO LTIP Units have a three-year performance period with 50% of the AO LTIP Units earned vesting at the end of the three-year performance period and the remaining 50% vesting on the fourth anniversary of the grant date, subject to continued employment. The AO LTIP Units expire on the tenth anniversary of their grant date.

The aggregate grant-date fair value of the AO LTIP Units granted during the six months ended June 30, 2023 was $6.4 million, valued using Monte Carlo simulations based on the following significant assumptions:

Expected volatility	30.0%
Dividend yield	3.2%
Risk-free interest rate	4.1%

LTIP Units with Performance-Based Vesting Requirements ("Performance-Based LTIP Units")

In January 2023, 470,773 Performance-Based LTIP Units, which were unvested as of December 31, 2022, were forfeited because the performance measures were not met.

Restricted Share Units ("RSUs")

In January 2023, we granted to certain non-executive employees 78,681 time-based RSUs ("Time-Based RSUs") with a grant-date fair value of $18.94 per unit. Vesting requirements and compensation expense recognition for the Time-Based RSUs are primarily consistent to those of the Time-Based LTIP Units granted in 2023.

The aggregate grant-date fair value of the RSUs granted during the six months ended June 30, 2023 was $1.5 million. The Time-Based RSUs were valued based on the closing common share price on the date of grant.

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ESPP

Pursuant to the ESPP, employees purchased 52,089 common shares for $665,000 during the six months ended June 30, 2023. The following is a summary of the significant assumptions used to value the ESPP common shares using the Black-Scholes model:

Expected volatility	30.0%
Dividend yield	2.4%
Risk-free interest rate	4.7%
Expected life	6 months

Share-Based Compensation Expense

The following is a summary of share-based compensation expense:

	Three Months Ended June 30,					Six Months Ended June 30,
	2023		2022		X	2023		2022
	(In thousands)
Time-Based LTIP Units	$	5,324	$	6,202		$	10,856	$	12,328
AO LTIP Units and Performance-Based LTIP Units		3,282		3,590			6,942		7,747
LTIP Units		1,000		1,000			1,000		1,000
Other equity awards (1)		1,262		1,399			2,798		2,826
Share-based compensation expense - other		10,868		12,191			21,596		23,901
Formation awards, OP Units and LTIP Units (2)		—		1,017			108		1,974
Special Time-Based LTIP Units and Special Performance-Based LTIP Units (3)		—		560			243		1,847
Share-based compensation related to Formation Transaction and special equity awards (4)		—		1,577			351		3,821
Total share-based compensation expense		10,868		13,768			21,947		27,722
Less: amount capitalized		(782)		(1,297)			(1,433)		(2,347)
Share-based compensation expense	$	10,086	$	12,471		$	20,514	$	25,375

(1) Primarily comprising compensation expense for: (i) fully vested LTIP Units issued to certain employees in lieu of all or a portion of any cash bonuses earned, (ii) RSUs and (iii) shares issued under our ESPP.

(2) Includes share-based compensation expense for formation awards, LTIP Units and OP Units issued in the Formation Transaction, which fully vested in July 2022.

(3) Represents equity awards issued related to our successful pursuit of Amazon's additional headquarters in National Landing.

(4) Included in "General and administrative expense: Share-based compensation related to Formation Transaction and special equity awards" in our statements of operations.

As of June 30, 2023, we had $41.1 million of total unrecognized compensation expense related to unvested share-based payment arrangements, which is expected to be recognized over a weighted average period of 2.9 years.

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12.Transaction and Other Costs

The following is a summary of transaction and other costs:

	Three Months Ended June 30,					Six Months Ended June 30,
	2023		2022		X	2023		2022
	(In thousands)
Completed, potential and pursued transaction expenses (1)	$	227	$	854		$	274	$	1,586
Severance and other costs		1,799		727			3,247		872
Demolition costs		1,466		406			2,443		428
Transaction and other costs	$	3,492	$	1,987		$	5,964	$	2,886

(1) Primarily consists of legal costs related to pursued transactions.

13.Interest Expense

The following is a summary of interest expense:

	Three Months Ended June 30,					Six Months Ended June 30,
	2023		2022		X	2023		2022
	(In thousands)
Interest expense before capitalized interest	$	27,805	$	18,857		$	55,713	$	37,299
Amortization of deferred financing costs		1,351		1,121			2,630		2,251
Interest expense related to finance lease right-of-use assets		—		247			—		2,091
Net (gain) loss on derivative financial instruments designated as ineffective hedges:
Net unrealized (gain) loss		2,944		(2,027)			5,641		(5,394)
Net realized loss		97		—			230		—
Capitalized interest		(6,362)		(2,157)			(11,537)		(3,928)
Interest expense	$	25,835	$	16,041		$	52,677	$	32,319

14.Shareholders' Equity and Earnings (Loss) Per Common Share

Common Shares Repurchased

Our Board of Trustees previously authorized the repurchase of up to $1.0 billion of our outstanding common shares, and in May 2023, increased the common share repurchase authorization to $1.5 billion. During the three and six months ended June 30, 2023, we repurchased and retired 9.3 million and 10.5 million common shares for $135.7 million and $155.8 million, a weighted average purchase price per share of $14.54 and $14.79. During the three and six months ended June 30, 2022, we repurchased and retired 8.5 million and 11.8 million common shares for $213.9 million and $307.0 million, a weighted average purchase price per share of $25.15 and $25.91. Since we began the share repurchase program through June 30, 2023, we have repurchased and retired 33.8 million common shares for $779.3 million, a weighted average purchase price per share of $23.02.

During the third quarter of 2023, through the date of this filing, we repurchased and retired 2.0 million common shares for $31.5 million, a weighted average purchase price per share of $16.03, pursuant to a repurchase plan under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.

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Earnings (Loss) Per Common Share

The following is a summary of the calculation of basic and diluted earnings (loss) per common share and a reconciliation of net income (loss) to the amounts of net income (loss) available to common shareholders used in calculating basic and diluted earnings (loss) per common share:

	Three Months Ended June 30,					Six Months Ended June 30,
	2023		2022		X	2023		2022
	(In thousands, except per share amounts)
Net income (loss)	$	(12,254)	$	141,494		$	12,056	$	141,417
Net (income) loss attributable to redeemable noncontrolling interests		1,398		(18,248)			(1,965)		(18,258)
Net loss attributable to noncontrolling interests		311		29			535		84
Net income (loss) attributable to common shareholders		(10,545)		123,275			10,626		123,243
Distributions to participating securities		(717)		(12)			(717)		(12)
Net income (loss) available to common shareholders - basic and diluted	$	(11,262)	$	123,263		$	9,909	$	123,231
Weighted average number of common shares outstanding - basic and diluted		109,695		121,316			111,862		123,984
Earnings (loss) per common share - basic and diluted	$	(0.10)	$	1.02		$	0.09	$	0.99

The effect of the redemption of OP Units, Time-Based LTIP Units, fully vested LTIP Units and Special Time-Based LTIP Units that were outstanding as of June 30, 2023 and 2022 is excluded in the computation of diluted earnings (loss) per common share as the assumed exchange of such units for common shares on a one-for-one basis was antidilutive (the assumed redemption of these units would have no impact on the determination of diluted earnings (loss) per share). Since OP Units, Time-Based LTIP Units, LTIP Units and Special Time-Based LTIP Units, which are held by noncontrolling interests, are attributed gains at an identical proportion to the common shareholders, the gains attributable and their equivalent weighted average impact are excluded from net income (loss) available to common shareholders and from the weighted average number of common shares outstanding in calculating diluted earnings (loss) per common share. AO LTIP Units, Performance-Based LTIP Units, formation awards and RSUs, which totaled 5.2 million and 5.3 million for the three and six months ended June 30, 2023, and 6.0 million and 5.9 million for the three and six months ended June 30, 2022, were excluded from the calculation of diluted earnings (loss) per common share as they were antidilutive, but potentially could be dilutive in the future.

Dividends Declared in August 2023

On August 3, 2023, our Board of Trustees declared a quarterly dividend of $0.225 per common share, payable on August 31, 2023 to shareholders of record as of August 17, 2023.

15.Fair Value Measurements

Fair Value Measurements on a Recurring Basis

To manage or hedge our exposure to interest rate risk, we follow established risk management policies and procedures, including the use of a variety of derivative financial instruments.

As of June 30, 2023 and December 31, 2022, we had various derivative financial instruments consisting of interest rate swap and cap agreements that are measured at fair value on a recurring basis. The net unrealized gain on our derivative financial instruments designated as effective hedges was $50.2 million and $55.0 million as of June 30, 2023 and December 31, 2022 and was recorded in "Accumulated other comprehensive income" in our balance sheets, of which a portion was allocated to "Redeemable noncontrolling interests." Within the next 12 months, we expect to reclassify $34.9 million of the net unrealized gain as a decrease to interest expense.

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Accounting Standards Codification 820 ("Topic 820"), Fair Value Measurement and Disclosures, defines fair value and establishes a framework for measuring fair value. The objective of fair value is to determine the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (the exit price). Topic 820 establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three levels:

Level 1 — quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities;

Level 2 — observable prices that are based on inputs not quoted in active markets, but corroborated by market data; and

Level 3 — unobservable inputs that are used when little or no market data is available.

The fair values of the derivative financial instruments are based on the estimated amounts we would receive or pay to terminate the contracts at the reporting date and are determined using interest rate pricing models and observable inputs. The derivative financial instruments are classified within Level 2 of the valuation hierarchy.

The following is a summary of assets and liabilities measured at fair value on a recurring basis:

	Fair Value Measurements
	Total		Level 1		Level 2		Level 3
	(In thousands)
June 30, 2023
Derivative financial instruments designated as effective hedges:
Classified as assets in "Other assets, net"	$	51,313		—	$	51,313		—
Classified as liabilities in "Other liabilities, net"		755		—		755		—
Derivative financial instruments designated as ineffective hedges:
Classified as assets in "Other assets, net"		2,256		—		2,256		—
December 31, 2022
Derivative financial instruments designated as effective hedges:
Classified as assets in "Other assets, net"	$	53,515		—	$	53,515		—
Derivative financial instruments designated as ineffective hedges:
Classified as assets in "Other assets, net"		8,107		—		8,107		—

The fair values of our derivative financial instruments were determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of the derivative financial instrument. This analysis reflected the contractual terms of the derivative, including the period to maturity, and used observable market-based inputs, including interest rate market data and implied volatilities in such interest rates. While it was determined that the majority of the inputs used to value the derivatives fall within Level 2 of the fair value hierarchy under authoritative accounting guidance, the credit valuation adjustments associated with the derivatives also utilized Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default. However, as of June 30, 2023 and December 31, 2022, the significance of the impact of the credit valuation adjustments on the overall valuation of the derivative financial instruments was assessed, and it was determined that these adjustments were not significant to the overall valuation of the derivative financial instruments. As a result, it was determined that the derivative financial instruments in their entirety should be classified in Level 2 of the fair value hierarchy. The net unrealized gains and losses included in "Other comprehensive income (loss)" in our statements of comprehensive income for the three and six months ended June 30, 2023 and 2022 were attributable to the net change in unrealized gains or losses related to effective interest rate swaps that were outstanding during those periods, none of which were reported in our statements of operations as the interest rate swaps were documented and qualified as hedging instruments.

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Financial Assets and Liabilities Not Measured at Fair Value

As of June 30, 2023 and December 31, 2022, all financial assets and liabilities were reflected in our balance sheets at amounts which, in our estimation, reasonably approximated their fair values, except for the following:

	June 30, 2023				December 31, 2022
	Carrying				Carrying
	Amount (1)		Fair Value		Amount (1)		Fair Value
	(In thousands)
Financial liabilities:
Mortgage loans	$	1,704,206	$	1,651,156	$	1,901,875	$	1,830,651
Revolving credit facility		62,000		65,295		—		—
Term loans		720,000		723,019		550,000		551,369

(1) The carrying amount consists of principal only.

The fair values of the mortgage loans, revolving credit facility and term loans were determined using Level 2 inputs of the fair value hierarchy. The fair value of our mortgage loans is estimated by discounting the future contractual cash flows of these instruments using current risk-adjusted rates available to borrowers with similar credit profiles based on market sources. The fair value of our revolving credit facility and term loans is calculated based on the net present value of payments over the term of the facilities using estimated market rates for similar notes and remaining terms.

16.Segment Information

We review operating and financial data for each property on an individual basis; therefore, each of our individual properties is a separate operating segment. We define our reportable segments to be aligned with our method of internal reporting and the way our Chief Executive Officer, who is also our Chief Operating Decision Maker ("CODM"), makes key operating decisions, evaluates financial results, allocates resources and manages our business. Accordingly, we aggregate our operating segments into three reportable segments (multifamily, commercial, and third-party asset management and real estate services) based on the economic characteristics and nature of our assets and services.

The CODM measures and evaluates the performance of our operating segments, with the exception of the third-party asset management and real estate services business, based on the net operating income ("NOI") of properties within each segment. NOI includes property rental revenue and parking revenue, and deducts property operating expenses and real estate taxes.

With respect to the third-party asset management and real estate services business, the CODM reviews revenue streams generated by this segment ("Third-party real estate services, including reimbursements"), as well as the expenses attributable to the segment ("General and administrative: third-party real estate services"), which are both disclosed separately in our statements of operations. The following represents the components of revenue from our third-party asset management and real estate services business:

	Three Months Ended June 30,					Six Months Ended June 30,
	2023		2022		X	2023		2022
	(In thousands)
Property management fees	$	5,017	$	4,976		$	9,969	$	9,784
Asset management fees		1,255		1,513			2,358		3,284
Development fees		2,756		2,148			4,742		5,687
Leasing fees		1,256		1,038			2,612		2,877
Construction management fees		303		37			643		187
Other service revenue		1,422		1,499			2,646		2,315
Third-party real estate services revenue, excluding reimbursements		12,009		11,211			22,970		24,134
Reimbursement revenue (1)		10,853		10,946			22,676		21,993
Third-party real estate services revenue, including reimbursements		22,862		22,157			45,646		46,127
Third-party real estate services expenses		22,105		24,143			45,928		51,192
Third-party real estate services revenue less expenses	$	757	$	(1,986)		$	(282)	$	(5,065)

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(1) Represents reimbursement of expenses incurred by us on behalf of third parties, including allocated payroll costs and amounts paid to third-party contractors for construction management projects.

Management company assets primarily consist of management and leasing contracts with a net book value of $10.9 million and $13.7 million as of June 30, 2023 and December 31, 2022, which were included in "Intangible assets, net" in our balance sheets. Consistent with internal reporting presented to our CODM and our definition of NOI, the third-party asset management and real estate services operating results are excluded from the NOI data below.

The following is the reconciliation of net income (loss) attributable to common shareholders to consolidated NOI:

	Three Months Ended June 30,					Six Months Ended June 30,
	2023		2022		X	2023		2022
	(in thousands)
Net income (loss) attributable to common shareholders	$	(10,545)	$	123,275		$	10,626	$	123,243
Add:
Depreciation and amortization expense		49,218		49,479			102,649		107,541
General and administrative expense:
Corporate and other		15,093		14,782			31,216		30,597
Third-party real estate services		22,105		24,143			45,928		51,192
Share-based compensation related to Formation Transaction and special equity awards		—		1,577			351		3,821
Transaction and other costs		3,492		1,987			5,964		2,886
Interest expense		25,835		16,041			52,677		32,319
Loss on the extinguishment of debt		450		1,038			450		1,629
Income tax expense		611		2,905			595		2,434
Net income (loss) attributable to redeemable noncontrolling interests		(1,398)		18,248			1,965		18,258
Net loss attributable to noncontrolling interests		(311)		(29)			(535)		(84)
Less:
Third-party real estate services, including reimbursements revenue		22,862		22,157			45,646		46,127
Other revenue		3,846		1,798			5,572		3,994
Income (loss) from unconsolidated real estate ventures, net		510		(2,107)			943		1,038
Interest and other income, net		2,281		1,672			6,358		15,918
Gain on the sale of real estate, net		—		158,767			40,700		158,631
Consolidated NOI	$	75,051	$	71,159		$	152,667	$	148,128

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The following is a summary of NOI by segment. Items classified in the Other column include development assets, corporate entities, land assets for which we are the ground lessor and the elimination of inter-segment activity.

	Three Months Ended June 30, 2023
	Commercial		Multifamily		Other		Total
	(In thousands)
Property rental revenue	$	64,321	$	52,443	$	3,828	$	120,592
Parking revenue		4,426		295		74		4,795
Total property revenue		68,747		52,738		3,902		125,387
Property expense:
Property operating		18,252		18,394		(734)		35,912
Real estate taxes		8,195		5,648		581		14,424
Total property expense		26,447		24,042		(153)		50,336
Consolidated NOI	$	42,300	$	28,696	$	4,055	$	75,051
	Three Months Ended June 30, 2022
	Commercial		Multifamily		Other		Total
	(In thousands)
Property rental revenue	$	71,903	$	42,939	$	2,194	$	117,036
Parking revenue		4,187		250		77		4,514
Total property revenue		76,090		43,189		2,271		121,550
Property expense:
Property operating		19,624		14,870		951		35,445
Real estate taxes		9,018		5,054		874		14,946
Total property expense		28,642		19,924		1,825		50,391
Consolidated NOI	$	47,448	$	23,265	$	446	$	71,159

	Six Months Ended June 30, 2023
	Commercial		Multifamily		Other		Total
	(In thousands)
Property rental revenue	$	136,238	$	102,353	$	6,034	$	244,625
Parking revenue		8,564		519		131		9,214
Total property revenue		144,802		102,872		6,165		253,839
Property expense:
Property operating		37,623		35,849		(1,948)		71,524
Real estate taxes		17,196		11,256		1,196		29,648
Total property expense		54,819		47,105		(752)		101,172
Consolidated NOI	$	89,983	$	55,767	$	6,917	$	152,667
	Six Months Ended June 30, 2022
	Commercial		Multifamily		Other		Total
	(In thousands)
Property rental revenue	$	159,524	$	85,047	$	4,063	$	248,634
Parking revenue		8,199		384		132		8,715
Total property revenue		167,723		85,431		4,195		257,349
Property expense:
Property operating		45,826		28,625		1,638		76,089
Real estate taxes		20,795		10,275		2,062		33,132
Total property expense		66,621		38,900		3,700		109,221
Consolidated NOI	$	101,102	$	46,531	$	495	$	148,128

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The following is a summary of certain balance sheet data by segment:

	Commercial		Multifamily		Other		Total
	(In thousands)
June 30, 2023
Real estate, at cost	$	2,585,492	$	3,126,375	$	425,793	$	6,137,660
Investments in unconsolidated real estate ventures		224,620		—		84,599		309,219
Total assets		2,787,056		2,508,503		488,043		5,783,602
December 31, 2022
Real estate, at cost	$	2,754,832	$	2,986,907	$	416,343	$	6,158,082
Investments in unconsolidated real estate ventures		218,723		304		80,854		299,881
Total assets		2,829,576		2,483,902		589,960		5,903,438

17.Commitments and Contingencies

Insurance

We maintain general liability insurance with limits of $150.0 million per occurrence and in the aggregate, and property and rental value insurance coverage with limits of $1.0 billion per occurrence, with sub-limits for certain perils such as floods and earthquakes on each of our properties. We also maintain coverage, through our wholly owned captive insurance subsidiary, for a portion of the first loss on the above limits and for both terrorist acts and for nuclear, biological, chemical or radiological terrorism events with limits of $2.0 billion per occurrence. These policies are partially reinsured by third-party insurance providers.

We will continue to monitor the state of the insurance market, and the scope and costs of coverage for acts of terrorism. We cannot anticipate what coverage will be available on commercially reasonable terms in the future. We are responsible for deductibles and losses in excess of the insurance coverage, which could be material.

Our debt, consisting of mortgage loans secured by our properties, a revolving credit facility and term loans, contains customary covenants requiring adequate insurance coverage. Although we believe that we currently have adequate insurance coverage, we may not be able to obtain an equivalent amount of coverage at a reasonable cost in the future. If lenders insist on greater coverage than we are able to obtain, it could adversely affect our ability to finance or refinance our properties.

Construction Commitments

As of June 30, 2023, we had assets under construction that, based on our current plans and estimates, require an additional $284.7 million to complete, which we anticipate will be primarily expended over the next three years. These capital expenditures are generally due as the work is performed, and we expect to finance them with debt proceeds, proceeds from asset sales and recapitalizations, and available cash.

Environmental Matters

Most of our assets have been subject to environmental assessments that are intended to evaluate the environmental condition of the assets. The environmental assessments did not reveal 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. Environmental liabilities totaled $18.0 million as of June 30, 2023 and December 31, 2022 and are included in "Other liabilities, net" in our balance sheets.

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Other

As of June 30, 2023, we had committed tenant-related obligations totaling $53.1 million ($51.4 million related to our consolidated entities and $1.7 million related to our unconsolidated real estate ventures at our share). The timing and amounts of payments for tenant-related obligations are uncertain and may only be due upon satisfactory performance of certain conditions.

There are various legal actions against us in the ordinary course of business. In our opinion, the outcome of such matters will not have a material adverse effect on our financial condition, results of operations or cash flows.

From time to time, we (or ventures in which we have an ownership interest) have agreed, and may in the future agree with respect to unconsolidated real estate ventures, to (i) guarantee portions of the principal, interest and other amounts in connection with borrowings, (ii) provide customary environmental indemnifications and nonrecourse carve-outs (e.g., guarantees against fraud, misrepresentation and bankruptcy) in connection with borrowings, or (iii) provide guarantees to lenders and other third parties for the completion of development projects. We customarily have agreements with our outside venture partners whereby the partners agree to reimburse the real estate venture or us for their share of any payments made under certain of these guarantees. At times, we also have agreements with certain of our outside venture partners whereby we agree to either indemnify the partners and/or the associated ventures with respect to certain contingent liabilities associated with operating assets or to reimburse our partner for its share of any payments made by them under certain guarantees. Guarantees (excluding environmental) customarily terminate either upon the satisfaction of specified circumstances or repayment of the underlying debt. Amounts that we may be required to pay in future periods in relation to guarantees associated with budget overruns or operating losses are not estimable.

As of June 30, 2023, we had additional capital commitments and certain recorded guarantees to our unconsolidated real estate ventures and other investments totaling $62.0 million. As of June 30, 2023, we had no debt principal payment guarantees related to our unconsolidated real estate ventures.

Additionally, with respect to borrowings of our consolidated entities, we have agreed, and may in the future agree, to (i) guarantee portions of the principal, interest and other amounts, (ii) provide customary environmental indemnifications and nonrecourse carve-outs (e.g., guarantees against fraud, misrepresentation and bankruptcy) or (iii) provide guarantees to lenders, tenants and other third parties for the completion of development projects. As of June 30, 2023, the aggregate amount of debt principal payment guarantees was $8.3 million for our consolidated entities.

In connection with the Formation Transaction, we have an agreement with Vornado regarding tax matters (the "Tax Matters Agreement") that provides special rules that allocate tax liabilities if the distribution of JBG SMITH shares by Vornado, together with certain related transactions, is determined not to be tax-free. Under the Tax Matters Agreement, we may be required to indemnify Vornado against any taxes and related amounts and costs resulting from a violation by us of the Tax Matters Agreement.

18.Transactions with Related Parties

Our third-party asset management and real estate services business provides fee-based real estate services to the WHI, the JBG Legacy Funds and other third parties. In connection with the contribution to us of certain assets formerly owned by the JBG Legacy Funds as part of the Formation Transaction, the general partner and managing member interests in the JBG Legacy Funds that were held by certain former JBG executives (and who became members of our management team and/or Board of Trustees) were not transferred to us and remain under the control of these individuals. In addition, certain members of our senior management team and Board of Trustees have ownership interests in the JBG Legacy Funds, and own carried interests in each fund and in certain of our real estate ventures that entitle them to receive cash payments if the fund or real estate venture achieves certain return thresholds.

We launched the WHI with the Federal City Council in June 2018 as a scalable market-driven model that uses private capital to help address the scarcity of housing for middle income families. We are the manager for the WHI Impact Pool, which is the social impact debt financing vehicle of the WHI. As of June 30, 2023, the WHI Impact Pool had completed

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closings of capital commitments totaling $114.4 million, which included a commitment from us of $11.2 million. As of June 30, 2023, our remaining unfunded commitment was $4.3 million.

The third-party real estate services revenue, including expense reimbursements, from the JBG Legacy Funds and the WHI Impact Pool and its affiliates was $5.9 million and $10.8 million for the three and six months ended June 30, 2023, and $4.8 million and $10.3 million for the three and six months ended June 30, 2022. As of June 30, 2023 and December 31, 2022, we had receivables from the JBG Legacy Funds and the WHI Impact Pool and its affiliates totaling $3.8 million and $4.5 million for such services.

Commencing in March 2023, in connection with the sale of an 80.0% interest in 4747 Bethesda Avenue, we leased our corporate offices from an unconsolidated real estate venture and incurred $1.6 million and $1.8 million of rent expense for the three and six months ended June 30, 2023, which was included in "General and administrative expense" in our statements of operations.

We have agreements with Building Maintenance Services ("BMS"), an entity in which we have a minor preferred interest, to supervise cleaning, engineering and security services at our properties. We paid BMS $2.3 million and $4.6 million for the three and six months ended June 30, 2023, and $2.0 million and $5.1 million for the three and six months ended June 30, 2022, which was included in "Property operating expenses" in our statements of operations.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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. 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, 2022 filed with the Securities and Exchange Commission on February 21, 2023 ("Annual Report") 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.

For these forward-looking statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. You are cautioned not to place undue reliance on our forward-looking statements, which speak only as of the date of this Quarterly Report on Form 10-Q. All subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. We do not undertake any obligation to release publicly any revisions to our forward-looking statements to reflect events or circumstances occurring after the date of this Quarterly Report on Form 10-Q.

Organization and Basis of Presentation

JBG SMITH Properties ("JBG SMITH"), a Maryland real estate investment trust, owns, operates, invests in and develops mixed-use properties in high growth and high barrier-to-entry submarkets in and around Washington, D.C. Through an intense focus on placemaking, JBG SMITH cultivates vibrant, amenity-rich, walkable neighborhoods throughout the Washington, D.C. metropolitan area. Approximately two-thirds of our holdings are in the National Landing submarket in Northern Virginia, which is anchored by four key demand drivers: Amazon.com, Inc.'s ("Amazon") new headquarters; Virginia Tech's under-construction $1 billion Innovation Campus; the submarket’s proximity to the Pentagon; and our deployment of next-generation public and private 5G digital infrastructure. In addition, our third-party asset management and real estate services business provides fee-based real estate services to the Washington Housing Initiative ("WHI") Impact Pool, the legacy funds formerly organized by The JBG Companies ("JBG") (the "JBG Legacy Funds") and other

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third parties. Substantially all our assets are held by, and our operations are conducted through, JBG SMITH Properties LP ("JBG SMITH LP"), our operating partnership. JBG SMITH is referred to 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: (i) 10.0% subordinated interest in one commercial building, (ii) 33.5% subordinated interest in four commercial buildings and (iii) 49.0% interest in three commercial buildings (the "L'Enfant Plaza Assets"), as well as the associated non-recourse mortgage loans, held through unconsolidated real estate ventures; these interests and debt are excluded because our investment in each real estate venture is zero, we do not anticipate receiving any near-term cash flow distributions from the real estate ventures, and we have not guaranteed their obligations or otherwise committed to providing financial support.

We were organized for the purpose of receiving, via the spin-off on July 17, 2017 (the "Separation"), substantially all of the assets and liabilities of Vornado Realty Trust's ("Vornado") Washington, D.C. segment. On July 18, 2017, we acquired the management business, and certain assets and liabilities of JBG (the "Combination"). The Separation and the Combination are collectively referred to as the "Formation Transaction."

References to our financial statements refer to our unaudited condensed consolidated financial statements as of June 30, 2023 and December 31, 2022, and for the three and six months ended June 30, 2023 and 2022. References to our balance sheets refer to our condensed consolidated balance sheets as of June 30, 2023 and December 31, 2022. References to our statements of operations refer to our condensed consolidated statements of operations for the three and six months ended June 30, 2023 and 2022. References to our statements of cash flows refer to our condensed consolidated statements of cash flows for the six months ended June 30, 2023 and 2022.

The accompanying financial statements and notes are prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"), which requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from these estimates.

We have elected to be taxed as a real estate investment trust ("REIT") under sections 856-860 of the Internal Revenue Code of 1986, as amended (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. We also participate in the activities conducted by our subsidiary entities that have elected to be treated as taxable REIT subsidiaries under the Code. As such, we are subject to federal, state and local taxes on the income from those activities.

We aggregate our operating segments into three reportable segments (multifamily, commercial, and third-party asset management and real estate services) based on the economic characteristics and nature of our assets and services.

Our revenues 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.

We compete with many property owners 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.

Overview

As of June 30, 2023, our Operating Portfolio consisted of 51 operating assets comprising 31 commercial assets totaling 9.7 million square feet (8.2 million square feet at our share), 18 multifamily assets totaling 6,756 units (6,756 units at our share) and two wholly owned land assets for which we are the ground lessor. Additionally, we have two under-construction

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multifamily assets with 1,583 units (1,583 units at our share) and 20 assets in the development pipeline totaling 12.5 million square feet (9.8 million square feet at our share) of estimated potential development density.

We continue to implement our comprehensive plan to reposition our holdings in the National Landing submarket in Northern Virginia by executing a broad array of Placemaking strategies. Our Placemaking includes the delivery of new multifamily and office developments, locally sourced 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 authentic and distinct neighborhoods by creating a vibrant street environment with robust retail offerings and other amenities, including improved public spaces. Additionally, the cutting-edge digital infrastructure investments we are making, including our ownership of Citizens Broadband Radio Service wireless spectrum in National Landing and our agreements with AT&T and Federated Wireless, are advancing our efforts to make National Landing among the first 5G-operable submarkets in the nation.

During the second quarter of 2023, we completed the construction of two new office buildings for Amazon on Metropolitan Park in National Landing, totaling 2.1 million square feet, inclusive of approximately 50,000 square feet of street-level retail with new shops and restaurants, and Amazon took occupancy of its new headquarters in June 2023. We are the developer, property manager and retail leasing agent for Amazon's new headquarters at National Landing. We currently have leases with Amazon totaling 1.0 million square feet across six office buildings in National Landing.

Outlook

A fundamental component of our strategy to maximize long-term net asset value ("NAV") per share is active capital allocation. We evaluate development, acquisition, disposition, share repurchases and other investment decisions based on how they may impact long-term NAV per share. We intend to continue to opportunistically sell or recapitalize assets as well as land sites where a ground lease or joint venture execution may represent the most attractive path to maximizing value. Successful execution of our capital allocation strategy enables us to source capital at NAV from the disposition of assets generating low cash yields and invest those proceeds in share repurchases, new acquisitions with higher cash yields and growth, as well as in development projects with significant yield spreads and profit potential. We view this strategy as a key tool to source capital. Consequently, at any given time, we expect to be in various stages of discussions and negotiations with potential buyers, real estate venture partners, ground lessors and other counterparties with respect to sales, joint ventures and/or ground leases for certain of our assets, including portfolios thereof. These discussions and negotiations may or may not lead to definitive documentation or closed transactions. We anticipate redeploying the proceeds from these sales will not only help fund our planned growth, but will also further advance the strategic shift of our portfolio to majority multifamily. Curbed lending activity, however, has significantly slowed down the pace of asset sales and we expect this reduced activity to continue for the rest of 2023. In the meantime, we continue to advance our two under-construction multifamily assets in National Landing, 1900 Crystal Drive and 2000/2001 South Bell Street, totaling 1,583 units.

Our office portfolio occupancy as of June 30, 2023 decreased by 120 basis points to 84.0% as compared to March 31, 2023. New leasing and lease renewals have been slow and will likely continue to lag due to decision-making related to future office utilization, resulting in higher concessions and an increase in vacancy. During the three months ended June 30, 2023, we executed 210,000 square feet of office leases, approximately 30% of which comprised leases in National Landing. We have 1.8 million square feet of office leases in National Landing expiring through 2024 or on a month-to-month status. Based on tenant discussions to date, we anticipate 1.2 million square feet will vacate, implying an approximately 33% retention rate. Over half of the anticipated vacates are leases with Amazon (678,000 square feet), 300,000 square feet of which expires in 2023, and 378,000 square feet in 2024. 444,000 square feet of the Amazon vacates represent the entirety

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of 1800 South Bell Street and 2100 Crystal Drive, two assets that we plan to take off-line and entitle for an alternate use. Our ability to renew or re-lease this space will impact our future occupancy.

Our multifamily portfolio occupancy as of June 30, 2023 increased by 80 basis points compared to March 31, 2023 as higher leasing volume is typical for summer months. For second quarter lease expirations, we increased gross rents by 7.5% upon renewal while achieving a 49.3% renewal rate across our portfolio.

Operating Results

Key highlights for the three and six months ended June 30, 2023 included:

● net loss attributable to common shareholders of $10.5 million, or $0.10 per diluted common share, for the three months ended June 30, 2023 compared to net income attributable to common shareholders of $123.3 million, or $1.02 per diluted common share, for the three months ended June 30, 2022. Net income attributable to common shareholders of $10.6 million, or $0.09 per diluted common share, for the six months ended June 30, 2023 compared to $123.2 million, or $0.99 per diluted common share, for the six months ended June 30, 2022;

● third-party real estate services revenue, including reimbursements, of $22.9 million and $45.6 million for the three and six months ended June 30, 2023, as compared to $22.2 million and $46.1 million for the three and six months ended June 30, 2022;

● operating commercial portfolio leased and occupied percentages at our share of 86.3% and 84.0% as of June 30, 2023 compared to 87.6% and 85.2% as of March 31, 2023, and 87.3% and 86.1% as of June 30, 2022;

● operating multifamily portfolio leased and occupied percentages  ⁽¹⁾ at our share of 96.8% and 93.7% as of June 30, 2023 compared to 95.0% and 92.9% as of March 31, 2023, and 95.7% and 92.3% as of June 30, 2022;

● the leasing of 210,000 square feet at our share, at an initial rent ⁽²⁾ of $45.49 per square foot and a GAAP-basis weighted average rent per square foot ⁽³⁾ of $44.47 for the three months ended June 30, 2023, and the leasing of 323,000 square feet at our share, at an initial rent ⁽²⁾ of $47.40 per square foot and a GAAP-basis weighted average rent per square foot ⁽³⁾ of $46.78 for the six months ended June 30, 2023; and

● an increase in same store ⁽⁴⁾ NOI of 0.1% to $78.3 million for the three months ended June 30, 2023 compared to $78.2 million for the three months ended June 30, 2022, and a decrease in same store ⁽⁴⁾ NOI of 0.7% to $153.5 million for the six months ended June 30, 2023 compared to $154.7 million for the six months ended June 30, 2022.

(1) 2221 S. Clark Street - Residential and 900 W Street are excluded from leased and occupied percentages as they are operated as short-term rental properties.

(2) Represents the cash basis weighted average starting rent per square foot at our share, which excludes free rent and fixed escalations.

(3) Represents the weighted average rent per square foot recognized over the term of the respective leases, including the effect of free rent and fixed escalations.

(4) Includes the results of the properties that are owned, operated and in-service for the entirety of both periods being compared except for properties for which significant redevelopment, renovation or repositioning occurred during either of the periods being compared.

Additionally, investing and financing activity during the six months ended June 30, 2023 included:

● the sale of an 80.0% interest in 4747 Bethesda Avenue. See Note 4 to the financial statements for additional information;

● a $187.6 million loan facility, collateralized by The Wren and F1RST Residences. See Note 7 to the financial statements for additional information;

● the repayment of $142.4 million in mortgage loans collateralized by Falkland Chase – South & West and 800 North Glebe Road;

● net borrowings of $62.0 million under our revolving credit facility;

● the amendment of our revolving credit facility. See Note 7 to the financial statements for additional information;

● the drawing of the $50.0 million remaining advance under our Tranche A-2 Term Loan. See Note 7 to the financial statements for additional information;

● a $120.0 million term loan. See Note 7 to the financial statements for additional information;

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● the payment of dividends totaling $49.5 million and distributions to redeemable noncontrolling interests of $7.9 million;

● the increase by our Board of Trustees of our common share repurchase authorization to $1.5 billion;

● the repurchase and retirement of 10.5 million of our common shares for $155.8 million, a weighted average purchase price per share of $14.79; and

● the investment of $164.8 million in development, construction in progress and real estate additions.

Activity subsequent to June 30, 2023 included:

● the repurchase and retirement of 2.0 million common shares for $31.5 million, a weighted average purchase price per share of $16.03, pursuant to a repurchase plan under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended; and

● the declaration of a quarterly dividend of $0.225 per common share, payable on August 31, 2023 to shareholders of record as of August 17, 2023.

Critical Accounting Estimates

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 six months ended June 30, 2023.

Recent Accounting Pronouncements

See Note 2 to the financial statements for a description of recent accounting pronouncements.

Results of Operations

In March 2023, we sold an 80.0% interest in 4747 Bethesda Avenue to an unconsolidated real estate venture. In 2022, we sold the Universal Buildings and Pen Place, and sold 7200 Wisconsin Avenue, 1730 M Street, RTC-West/RTC-West Trophy Office/RTC-West Land and Courthouse Plaza 1 and 2 to an unconsolidated real estate venture. We collectively refer to these assets as the "Disposed Properties" in the discussion below. In 2022, we acquired the remaining 36.0% ownership interest in Atlantic Plumbing and the remaining 50.0% ownership interest in 8001 Woodmont, which were previously owned by unconsolidated real estate ventures and consolidated upon acquisition.

Comparison of the Three Months Ended June 30, 2023 to 2022

The following 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 June 30, 2023 compared to the same period in 2022:

	Three Months Ended June 30,
	2023		2022		% Change
	(Dollars in thousands)
Property rental revenue	$	120,592	$	117,036	3.0	%
Third-party real estate services revenue, including reimbursements		22,862		22,157	3.2	%
Depreciation and amortization expense		49,218		49,479	(0.5)	%
Property operating expense		35,912		35,445	1.3	%
Real estate taxes expense		14,424		14,946	(3.5)	%
General and administrative expense:
Corporate and other		15,093		14,782	2.1	%
Third-party real estate services		22,105		24,143	(8.4)	%
Share-based compensation related to Formation Transaction and special equity awards		—		1,577	(100.0)	%
Income (loss) from unconsolidated real estate ventures, net		510		(2,107)	124.2	%
Interest expense		25,835		16,041	61.1	%
Gain on the sale of real estate, net		—		158,767	(100.0)	%

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Property rental revenue increased by approximately $3.6 million, or 3.0%, to $120.6 million in 2023 from $117.0 million in 2022. The increase was primarily due to a $9.5 million increase in revenue from our multifamily assets, partially offset by a $7.6 million decrease in revenue from our commercial assets. The increase in revenue from our multifamily assets was primarily due to a $6.1 million increase related to the consolidation of Atlantic Plumbing and 8001 Woodmont, and higher occupancies and rents across the portfolio. The decrease in revenue from our commercial assets was primarily due to a $5.9 million decrease related to the Disposed Properties.

Third-party real estate services revenue, including reimbursements, increased by approximately $705,000, or 3.2%, to $22.9 million in 2023 from $22.2 million in 2022. The increase was primarily due to a $608,000 increase in development fees related to the timing of development projects.

Depreciation and amortization expense decreased by approximately $261,000, or 0.5%, to $49.2 million in 2023 from $49.5 million in 2022. The decrease was primarily due to a $2.3 million decrease related to the Disposed Properties and a $1.4 million decrease due to the amortization of the acquired in-place lease intangible at The Batley in 2022. The decrease in depreciation and amortization expense was partially offset by a $2.9 million increase related to the consolidation of Atlantic Plumbing and 8001 Woodmont.

Property operating expense increased by approximately $467,000, or 1.3%, to $35.9 million in 2023 from $35.4 million in 2022. The increase was primarily due to a $2.6 million increase related to the consolidation of Atlantic Plumbing and 8001 Woodmont, and a $879,000 increase in property operating expenses across our multifamily portfolio, primarily related to higher compensation expenses, cleaning expenses and rising costs. The increase in property operating expense was partially offset by a $1.7 million decrease related to the Disposed Properties and an $855,000 decrease in insurance claims covered by our captive insurance subsidiary.

Real estate tax expense decreased by approximately $522,000, or 3.5%, to $14.4 million in 2023 from $14.9 million in 2022. The decrease was primarily due to a $920,000 decrease related to the Disposed Properties, partially offset by a $728,000 increase related to the consolidation of Atlantic Plumbing and 8001 Woodmont.

General and administrative expense: corporate and other increased by approximately $311,000, or 2.1%, to $15.1 million in 2023 from $14.8 million in 2022. The increase was primarily due to a decrease in capitalized payroll, partially offset by lower compensation expenses.

General and administrative expense: third-party real estate services decreased by approximately $2.0 million, or 8.4%, to $22.1 million in 2023 from $24.1 million in 2022. The decrease was primarily due to lower compensation expenses.

General and administrative expense: share-based compensation related to Formation Transaction and special equity awards decreased by approximately $1.6 million, or 100.0%, to $0 in 2023 from $1.6 million in 2022. The decrease was primarily due to the graded vesting of certain awards issued in prior years, which resulted in lower expense as portions of the awards vested, as well as an increase in expense recovery due to termination forfeitures.

Income (loss) from unconsolidated real estate ventures increased by approximately $2.6 million, or 124.2%, to income of $510,000 in 2023 from a loss of $2.1 million in 2022. The increase was primarily due to a $2.1 million increase related to the consolidation of Atlantic Plumbing and 8001 Woodmont as these assets were not yet stabilized and incurring losses, and a $1.8 million loss on the extinguishment of debt related to a property that was sold in 2022. The increase in income (loss) from unconsolidated real estate ventures was partially offset by a $936,000 gain at our share from the sale of various assets in 2022.

Interest expense increased by approximately $9.8 million, or 61.1%, to $25.8 million in 2023 from $16.0 million in 2022. The increase in interest expense was primarily due to (i) a $5.0 million decrease in the fair value of our ineffective interest rate caps due to a decline in the forward interest rate curve, (ii) a $3.8 million increase due to new mortgage loans, (iii) a $3.7 million increase related to variable rate mortgage loans due to rising interest rates, (iv) a $2.1 million increase related to construction draws for 1900 Crystal Drive, (v) a $2.1 million increase related to additional draws on our term loans and (vi) a $1.2 million increase related to the consolidation of 8001 Woodmont. The increase in interest expense was partially offset by (i) a $4.2 million increase in capitalized interest, (ii) a $2.0 million decrease related to mortgage loans

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collateralized by 2121 Crystal Drive and Falkland Chase – South & West repaid during 2023 and (iii) a $1.5 million decrease related to the Disposed Properties.

Gain on the sale of real estate of $158.8 million in 2022 was due to the sale of the Disposed Properties.

Comparison of the Six Months Ended June 30, 2023 to 2022

The following 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 six months ended June 30, 2023 compared to the same period in 2022:

		Six Months Ended June 30,
		2023		2022		% Change
	(Dollars in thousands)
Property rental revenue		$	244,625	$	248,634	(1.6)	%
Third-party real estate services revenue, including reimbursements			45,646		46,127	(1.0)	%
Depreciation and amortization expense			102,649		107,541	(4.5)	%
Property operating expense			71,524		76,089	(6.0)	%
Real estate taxes expense			29,648		33,132	(10.5)	%
General and administrative expense:
Corporate and other			31,216		30,597	2.0	%
Third-party real estate services			45,928		51,192	(10.3)	%
Share-based compensation related to Formation Transaction and special equity awards			351		3,821	(90.8)	%
Income from unconsolidated real estate ventures, net			943		1,038	(9.2)	%
Interest and other income, net			6,358		15,918	(60.1)	%
Interest expense			52,677		32,319	63.0	%
Gain on the sale of real estate, net			40,700		158,631	(74.3)	%

Property rental revenue decreased by approximately $4.0 million, or 1.6%, to $244.6 million in 2023 from $248.6 million in 2022. The decrease was primarily due to a $23.3 million decrease in revenue from our commercial assets, partially offset by a $17.3 million increase in revenue from our multifamily assets. The decrease in revenue from our commercial assets was primarily due to a $24.4 million decrease related to the Disposed Properties. The increase in revenue from our multifamily assets was primarily due to an $11.4 million increase related to the consolidation of Atlantic Plumbing and 8001 Woodmont, and higher occupancies and rents across the portfolio.

Third-party real estate services revenue, including reimbursements, decreased by approximately $481,000, or 1.0%, to $45.6 million in 2023 from $46.1 million in 2022. The decrease was primarily due to a $945,000 decrease in development fees related to the timing of development projects and a $926,000 decrease in asset management fees due to the sale of assets within the JBG Legacy Funds. The decrease in third-party real estate services revenue was partially offset by a $683,000 increase in reimbursement revenue, a $456,000 increase in construction management fees and a $331,000 increase in other service revenue.

Depreciation and amortization expense decreased by approximately $4.9 million, or 4.5%, to $102.6 million in 2023 from $107.5 million in 2022. The decrease was primarily due to a $9.6 million decrease related to the Disposed Properties and a $4.3 million decrease due to the amortization of the acquired in-place lease intangible at The Batley in 2022. The decrease in depreciation and amortization expense was partially offset by a $9.1 million increase related to the consolidation of Atlantic Plumbing and 8001 Woodmont.

Property operating expense decreased by approximately $4.6 million, or 6.0%, to $71.5 million in 2023 from $76.1 million in 2022. The decrease was primarily due to (i) an $8.4 million decrease related to the Disposed Properties, (ii) a $1.2 million decrease in costs incurred related to digital infrastructure initiatives in National Landing and (iii) a $933,000 decrease in insurance claims covered by our captive insurance subsidiary. The decrease in property operating expense was partially offset by a $5.3 million increase related to the consolidation of Atlantic Plumbing and 8001 Woodmont, and a $1.9 million increase in property operating expenses across our multifamily portfolio, primarily related to higher compensation expenses, cleaning expenses and rising costs.

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Real estate tax expense decreased by approximately $3.5 million, or 10.5%, to $29.6 million in 2023 from $33.1 million in 2022. The decrease was primarily due to a $4.2 million decrease related to the Disposed Properties, partially offset by a $1.5 million increase related to the consolidation of Atlantic Plumbing and 8001 Woodmont.

General and administrative expense: corporate and other increased by approximately $619,000, or 2.0%, to $31.2 million in 2023 from $30.6 million in 2022. The increase was primarily due to a decrease in capitalized payroll, partially offset by lower compensation expenses.

General and administrative expense: third-party real estate services decreased by approximately $5.3 million, or 10.3%, to $45.9 million in 2023 from $51.2 million in 2022. The decrease was primarily due to lower compensation expenses.

General and administrative expense: share-based compensation related to Formation Transaction and special equity awards decreased by approximately $3.5 million, or 90.8%, to $351,000 in 2023 from $3.8 million in 2022. The decrease was primarily due to the graded vesting of certain awards issued in prior years, which resulted in lower expense as portions of the awards vested, as well as an increase in expense recovery due to termination forfeitures.

Income from unconsolidated real estate ventures decreased by approximately $95,000, or 9.2%, to $943,000 in 2023 from $1.0 million in 2022. The decrease was primarily due to a $6.2 million gain at our share from the sale of various assets in 2022. The decrease in income from unconsolidated real estate ventures was partially offset by (i) a $3.9 million increase related to the consolidation of Atlantic Plumbing and 8001 Woodmont as these assets were not yet stabilized and incurring losses, (ii) a $1.8 million loss on the extinguishment of debt related to a property that was sold in 2022, and (iii) an $875,000 increase related to our suspension of the equity method of accounting for the L’Enfant Plaza Assets as it was incurring losses.

Interest and other income decreased by approximately $9.6 million, or 60.1%, to $6.4 million in 2023 from $15.9 million in 2022. The decrease was primarily due to a $14.4 million decrease in realized gains primarily from the sale of investments in equity securities in 2022, partially offset by a $4.6 million increase in interest income on our outstanding cash balances and a $458,000 increase in unrealized gains from investments in real estate-focused technology companies.

Interest expense increased by approximately $20.4 million, or 63.0%, to $52.7 million in 2023 from $32.3 million in 2022. The increase in interest expense was primarily due to (i) an $11.0 million decrease in the fair value of our ineffective interest rate caps due to a decline in the forward interest rate curve, (ii) an $8.0 million increase related to variable rate mortgage loans due to rising interest rates, (iii) a $6.6 million increase due to new mortgage loans, (iv) a $3.5 million increase related to additional draws on our term loans, (v) a $3.5 million increase related to construction draws for 1900 Crystal Drive and (vi) a $2.5 million increase related to the consolidation of 8001 Woodmont. The increase in interest expense was partially offset by (i) a $7.6 million increase in capitalized interest, (ii) a $3.4 million decrease related to the Disposed Properties, (iii) a $3.2 million decrease related to mortgage loans collateralized by 2121 Crystal Drive and Falkland Chase – South & West repaid during 2023 and (iv) a $927,000 decrease related to a lower average outstanding balance on our revolving credit facility.

Gain on the sale of real estate of $40.7 million in 2023 and $158.6 million in 2022 was due to the sale of the Disposed Properties.

FFO

FFO is a non-GAAP financial measure computed in accordance with the definition established by the National Association of Real Estate Investment Trusts ("Nareit") in the Nareit FFO White Paper - 2018 Restatement. Nareit defines FFO as net income (loss) (computed in accordance with GAAP), excluding depreciation and amortization expense related to real estate, gains and losses from the sale of certain real estate assets, gains and losses from change in control and impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity, including our share of such adjustments for unconsolidated real estate ventures.

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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 is the reconciliation of net income (loss) attributable to common shareholders, the most directly comparable GAAP measure, to FFO:

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
	(In thousands)
Net income (loss) attributable to common shareholders	$	(10,545)	$	123,275	$	10,626	$	123,243
Net income (loss) attributable to redeemable noncontrolling interests		(1,398)		18,248		1,965		18,258
Net loss attributable to noncontrolling interests		(311)		(29)		(535)		(84)
Net income (loss)		(12,254)		141,494		12,056		141,417
Gain on the sale of real estate, net of tax		—		(155,642)		(40,700)		(155,506)
Gain on the sale of unconsolidated real estate assets		—		(936)		—		(6,179)
Real estate depreciation and amortization		47,502		47,242		99,113		102,759
Pro rata share of real estate depreciation and amortization from unconsolidated real estate ventures		3,111		6,416		5,871		13,286
FFO attributable to noncontrolling interests		311		(47)		535		(73)
FFO attributable to common limited partnership units ("OP Units")		38,670		38,527		76,875		95,704
FFO attributable to redeemable noncontrolling interests		(5,247)		(4,966)		(10,450)		(10,843)
FFO attributable to common shareholders	$	33,423	$	33,561	$	66,425	$	84,861

NOI and Same Store NOI

NOI is a non-GAAP financial measure management uses to assess an asset's performance. The most directly comparable GAAP measure is net income (loss) attributable to common shareholders. We use NOI internally as a performance measure and believe NOI provides useful information to investors regarding our financial condition and results of operations because it reflects only property related revenue (which includes base rent, tenant reimbursements and other operating revenue, net of free rent and payments associated with assumed lease liabilities) less operating expenses and ground rent for operating leases, if applicable. NOI also excludes deferred rent, related party management fees, interest expense, and certain other non-cash adjustments, including the accretion of acquired below-market leases and the amortization of acquired above-market leases and below-market ground lease intangibles. Management uses NOI as a supplemental performance measure of our assets and believes it provides useful information to investors because it reflects only those revenue and expense items that are incurred at the asset level, excluding non-cash items. In addition, NOI is considered by many in the real estate industry to be a useful starting point for determining the value of a real estate asset or group of assets. However, because NOI excludes depreciation and amortization expense and captures neither the changes in the value of our assets that result from use or market conditions, nor the level of capital expenditures and capitalized leasing commissions necessary to maintain the operating performance of our assets, all of which have real economic effect and could materially impact the financial performance of our assets, the utility of NOI as a measure of the operating performance of our assets is limited. NOI presented by us may not be comparable to NOI reported by other REITs that define these measures differently. We believe to facilitate a clear understanding of our operating results, NOI should be examined in conjunction with net income (loss) attributable to common shareholders as presented in our financial statements. NOI should not be considered as an alternative to net income (loss) attributable to common shareholders as an indication of our performance or to cash flows as a measure of liquidity or our ability to make distributions.

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 June 30, 2023, our same store pool increased to 50 properties from 49 properties due to the inclusion of 8001

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Woodmont as it was in service for the entirety of the comparable period. During the six months ended June 30, 2023, our same store pool increased to 49 properties from 47 properties due to the inclusion of The Wren and The Batley as they were in service for the entirety of the comparable periods. 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 increased $104,000, or 0.1%, to $78.3 million for the three months ended June 30, 2023 from $78.2 million for the same period in 2022. Same store NOI decreased $1.1 million, or 0.7%, to $153.5 million for the six months ended June 30, 2023 from $154.7 million for the same period in 2022. The decrease for the six months ended June 30, 2023 was substantially attributable to (i) increased abatement and higher vacancy, partially offset by an increase in parking revenue in our commercial portfolio and (ii) higher occupancy and rents, partially offset by higher concessions and higher operating expenses, in our multifamily portfolio.

The following is the reconciliation of net income (loss) attributable to common shareholders to NOI and same store NOI:

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
	(Dollars in thousands)
Net income (loss) attributable to common shareholders	$	(10,545)	$	123,275	$	10,626	$	123,243
Add:
Depreciation and amortization expense		49,218		49,479		102,649		107,541
General and administrative expense:
Corporate and other		15,093		14,782		31,216		30,597
Third-party real estate services		22,105		24,143		45,928		51,192
Share-based compensation related to Formation Transaction and special equity awards		—		1,577		351		3,821
Transaction and other costs		3,492		1,987		5,964		2,886
Interest expense		25,835		16,041		52,677		32,319
Loss on the extinguishment of debt		450		1,038		450		1,629
Income tax expense		611		2,905		595		2,434
Net income (loss) attributable to redeemable noncontrolling interests		(1,398)		18,248		1,965		18,258
Net loss attributable to noncontrolling interests		(311)		(29)		(535)		(84)
Less:
Third-party real estate services, including reimbursements revenue		22,862		22,157		45,646		46,127
Other revenue		3,846		1,798		5,572		3,994
Income (loss) from unconsolidated real estate ventures, net		510		(2,107)		943		1,038
Interest and other income, net		2,281		1,672		6,358		15,918
Gain on the sale of real estate, net		—		158,767		40,700		158,631
Consolidated NOI		75,051		71,159		152,667		148,128
NOI attributable to unconsolidated real estate ventures at our share		5,175		8,321		9,604		15,268
Non-cash rent adjustments (1)		(6,311)		(1,978)		(14,688)		(3,769)
Other adjustments (2)		5,163		5,695		12,008		14,443
Total adjustments		4,027		12,038		6,924		25,942
NOI		79,078		83,197		159,591		174,070
Less: out-of-service NOI loss (3)		(902)		(2,046)		(1,611)		(3,498)
Operating Portfolio NOI		79,980		85,243		161,202		177,568
Non-same store NOI (4)		1,640		7,007		7,667		22,918
Same store NOI (5)	$	78,340	$	78,236	$	153,535	$	154,650
Change in same store NOI		0.1%				(0.7%)
Number of properties in same store pool		50				49

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(1) Adjustment to exclude straight-line rent, above/below market lease amortization and lease incentive amortization.

(2) Adjustment to include other revenue and payments associated with assumed lease liabilities related to operating properties and to exclude commercial lease termination revenue and related party management fees.

(3) Includes the results of our under-construction assets and assets in the development pipeline.

(4) Includes the results of properties that were not in-service for the entirety of both periods being compared, including disposed properties, and properties for which significant redevelopment, renovation or repositioning occurred during either of the periods being compared.

(5) Includes the results of the properties that are owned, operated and in-service for the entirety of both periods being compared.

Reportable Segments

We review operating and financial data for each property on an individual basis; therefore, each of our individual properties is a separate operating segment. We define our reportable segments to be aligned with our method of internal reporting and the way our Chief Executive Officer, who is also our Chief Operating Decision Maker ("CODM"), makes key operating decisions, evaluates financial results, allocates resources and manages our business. Accordingly, we aggregate our operating segments into three reportable segments (multifamily, commercial, and third-party asset management and real estate services) based on the economic characteristics and nature of our assets and services.

The CODM measures and evaluates the performance of our operating segments, with the exception of the third-party asset management and real estate services business, based on the NOI of properties within each segment.

With respect to the third-party asset management and real estate services business, the CODM reviews revenue streams generated by this segment ("Third-party real estate services, including reimbursements"), as well as the expenses attributable to the segment ("General and administrative: third-party real estate services"), which are both disclosed separately in our statements of operations. The following represents the components of revenue from our third-party asset management and real estate services business:

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
	(In thousands)
Property management fees	$	5,017	$	4,976	$	9,969	$	9,784
Asset management fees		1,255		1,513		2,358		3,284
Development fees		2,756		2,148		4,742		5,687
Leasing fees		1,256		1,038		2,612		2,877
Construction management fees		303		37		643		187
Other service revenue		1,422		1,499		2,646		2,315
Third-party real estate services revenue, excluding reimbursements		12,009		11,211		22,970		24,134
Reimbursement revenue (1)		10,853		10,946		22,676		21,993
Third-party real estate services revenue, including reimbursements		22,862		22,157		45,646		46,127
Third-party real estate services expenses		22,105		24,143		45,928		51,192
Third-party real estate services revenue less expenses	$	757	$	(1,986)	$	(282)	$	(5,065)

(1) Represents reimbursements of expenses incurred by us on behalf of third parties, including allocated payroll costs and amounts paid to third-party contractors for construction management projects.

See discussion of third-party real estate services revenue, including reimbursements, and third-party real estate services expenses for the three and six months ended June 30, 2023 in the preceding pages under "Results of Operations."

Consistent with internal reporting presented to our CODM and our definition of NOI, the third-party asset management and real estate services operating results are excluded from the NOI data below. Property revenue is calculated as property rental revenue plus parking revenue. Property expense is calculated as property operating expenses plus real estate taxes. Consolidated NOI is calculated as property revenue less property expense. See Note 16 to the financial statements for the reconciliation of net income (loss) attributable to common shareholders to consolidated NOI for the three and six months ended June 30, 2023 and 2022.

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The following is a summary of NOI by segment:

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
	(In thousands)
Property revenue: (1)
Commercial	$	68,747	$	76,090	$	144,802	$	167,723
Multifamily		52,738		43,189		102,872		85,431
Other (2)		3,902		2,271		6,165		4,195
Total property revenue		125,387		121,550		253,839		257,349
Property expense: (3)
Commercial		26,447		28,642		54,819		66,621
Multifamily		24,042		19,924		47,105		38,900
Other (2)		(153)		1,825		(752)		3,700
Total property expense		50,336		50,391		101,172		109,221
Consolidated NOI:
Commercial		42,300		47,448		89,983		101,102
Multifamily		28,696		23,265		55,767		46,531
Other (2)		4,055		446		6,917		495
Consolidated NOI	$	75,051	$	71,159	$	152,667	$	148,128

(1) Includes property rental revenue and parking revenue.

(2) Includes activity related to development assets, corporate entities, land assets for which we are the ground lessor and the elimination of inter-segment activity.

(3) Includes property operating expenses and real estate taxes.

Comparison of the Three Months Ended June 30, 2023 to 2022

Commercial: Property revenue decreased by $7.3 million, or 9.7%, to $68.7 million in 2023 from $76.1 million in 2022. Consolidated NOI decreased by $5.1 million, or 10.8%, to $42.3 million in 2023 from $47.4 million in 2022. The decreases in property revenue and consolidated NOI were primarily due to the Disposed Properties, partially offset by increased occupancy at 800 North Glebe and 2121 Crystal Drive.

Multifamily: Property revenue increased by $9.5 million, or 22.1%, to $52.7 million in 2023 from $43.2 million in 2022. Consolidated NOI increased by $5.4 million, or 23.3%, to $28.7 million in 2023 from $23.3 million in 2022. The increases in property revenue and consolidated NOI were primarily due to the consolidation of Atlantic Plumbing and 8001 Woodmont, and higher occupancy and rents across the portfolio. The increase in consolidated NOI was partially offset by an increase in property operating costs.

Comparison of the Six Months Ended June 30, 2023 to 2022

Commercial: Property revenue decreased by $22.9 million, or 13.7%, to $144.8 million in 2023 from $167.7 million in 2022. Consolidated NOI decreased by $11.1 million, or 11.0%, to $90.0 million in 2023 from $101.1 million in 2022. The decreases in property revenue and consolidated NOI were primarily due to the Disposed Properties.

Multifamily: Property revenue increased by $17.4 million, or 20.4%, to $102.9 million in 2023 from $85.4 million in 2022. Consolidated NOI increased by $9.2 million, or 19.8%, to $55.8 million in 2023 from $46.5 million in 2022. The increases in property revenue and consolidated NOI were primarily due to the consolidation of Atlantic Plumbing and 8001 Woodmont, and higher occupancy and rents across the portfolio. The increase in consolidated NOI was partially offset by an increase in property operating costs.

Liquidity and Capital Resources

Property rental income is our primary source of operating cash flow and depends on many factors including occupancy levels and rental rates, as well as our tenants' ability to pay rent. In addition, our third-party asset management and real

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estate services business provides fee-based real estate services to the WHI Impact Pool, the JBG Legacy Funds and other third parties. Our assets provide a relatively consistent level of cash flow that enables us to pay operating expenses, debt service, recurring capital expenditures, dividends to shareholders, and distributions to holders of OP Units and long-term incentive partnership units ("LTIP Units"). Other sources of liquidity to fund cash requirements include proceeds from financings, recapitalizations, asset sales, and the issuance and sale of securities. We anticipate that cash flows from continuing operations and proceeds from financings, asset sales and recapitalizations, together with existing cash balances, will be adequate to fund our business operations, debt amortization, capital expenditures, any dividends to shareholders, and distributions to holders of OP Units and LTIP Units over the next 12 months.

Mortgage Loans

The following is a summary of mortgage loans:

	Weighted Average
	Effective
	Interest Rate (1)	June 30, 2023		December 31, 2022
		(In thousands)
Variable rate (2)	5.43%	$	678,671	$	892,268
Fixed rate (3)	4.45%		1,025,535		1,009,607
Mortgage loans			1,704,206		1,901,875
Unamortized deferred financing costs and premium/discount, net (4)			(14,999)		(11,701)
Mortgage loans, net		$	1,689,207	$	1,890,174

(1) Weighted average effective interest rate as of June 30, 2023.

(2) Includes variable rate mortgage loans with interest rate cap agreements. For mortgage loans with interest rate caps, the weighted average interest rate cap strike was 2.42%, and the weighted average maturity date of the interest rate caps is August 2023. The interest rate cap strike is exclusive of the credit spreads associated with the mortgage loans. As of June 30, 2023, one-month London Interbank Offered Rate ("LIBOR") was 5.22% and one-month term Secured Overnight Financing Rate ("SOFR") was 5.14%.

(3) Includes variable rate mortgages with interest rates fixed by interest rate swap agreements.

(4) As of June 30, 2023 and December 31, 2022, excludes $2.0 million and $2.2 million of net deferred financing costs related to unfunded mortgage loans that were included in "Other assets, net" in our balance sheets.

As of June 30, 2023 and December 31, 2022, the net carrying value of real estate collateralizing our mortgage loans totaled $2.1 billion and $2.2 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. Certain mortgage loans are recourse to us. See Note 17 to the financial statements for additional information.

In January 2023, we entered into a $187.6 million loan facility, collateralized by The Wren and F1RST Residences. The loan has a seven-year term and a fixed interest rate of 5.13%. This loan is the initial advance under a Fannie Mae multifamily credit facility which provides flexibility for collateral substitutions, future advances tied to performance, ability to mix fixed and floating rates, and staggered maturities. Proceeds from the loan were used, in part, to repay the $131.5 million mortgage loan collateralized by 2121 Crystal Drive, which had a fixed interest rate of 5.51%.

In June 2023, we repaid $142.4 million in mortgage loans collateralized by Falkland Chase – South & West and 800 North Glebe Road.

As of June 30, 2023 and December 31, 2022, we had various interest rate swap and cap agreements on certain mortgage loans with an aggregate notional value of $1.2 billion and $1.3 billion. See Note 15 to the financial statements for additional information.

Revolving Credit Facility and Term Loans

As of June 30, 2023, 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 2025, a $400.0 million term loan ("Tranche A-2 Term Loan") maturing in January 2028, which includes the

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$50.0 million remaining advance drawn in May 2023, and a $120.0 million term loan ("2023 Term Loan") maturing in June 2028.

Effective as of June 29, 2023, the revolving credit facility was amended to: (i) reduce the borrowing capacity from $1.0 billion to $750.0 million, (ii) extend the maturity date from January 2025 to June 2027 and (iii) amend the interest rate to daily SOFR plus 1.40% to daily SOFR plus 1.85%, varying based on a ratio of our total outstanding indebtedness to a valuation of certain real property and assets. We have the option to increase the $750.0 million revolving credit facility or add term loans up to $500.0 million, and we also have the right to extend the maturity date beyond June 2027 via two six-month extension options.

In addition, on June 29, 2023, we entered into a $120.0 million term loan maturing in June 2028 with an interest rate of one-month term SOFR plus 1.25% to one-month term SOFR plus 1.80%, varying based on a ratio of our total outstanding indebtedness to a valuation of certain real property and assets. We also entered into an interest rate swap with a total notional value of $120.0 million, which fixes SOFR at an interest rate of 4.01% through the maturity date.

In July 2023, we amended the covenants related to the Tranche A-1 Term Loan and the Tranche A-2 Term Loan to be consistent with those of the revolving credit facility and 2023 Term Loan covenants.

The following is a summary of amounts outstanding under the revolving credit facility and term loans:

	Effective
	Interest Rate (1)	June 30, 2023		December 31, 2022
		(In thousands)
Revolving credit facility (2) (3)	6.49%	$	62,000	$	—
Tranche A-1 Term Loan (4)	2.61%	$	200,000	$	200,000
Tranche A-2 Term Loan (4)	3.54%		400,000		350,000
2023 Term Loan (5)	5.26%		120,000		—
Term loans			720,000		550,000
Unamortized deferred financing costs, net			(3,243)		(2,928)
Term loans, net		$	716,757	$	547,072

(1) Effective interest rate as of June 30, 2023. The interest rate for our revolving credit facility excludes a 0.15% facility fee.

(2) As of June 30, 2023, daily SOFR was 5.09%. As of June 30, 2023 and December 31, 2022, letters of credit with an aggregate face amount of $467,000 were outstanding under our revolving credit facility.

(3) As of June 30, 2023 and December 31, 2022, excludes $11.7 million and $3.3 million of net deferred financing costs related to our revolving credit facility that were included in "Other assets, net" in our balance sheets.

(4) As of June 30, 2023 and December 31, 2022, the outstanding balance was fixed by interest rate swap agreements. As of June 30, 2023, these interest rate swap agreements fix SOFR at a weighted average interest rate of 1.46% for the Tranche A-1 Term Loan and 2.29% for the Tranche A-2 Term Loan. Interest rate swaps for the Tranche A-1 Term Loan with a total notional value of $200.0 million mature in July 2024. Interest rate swaps for the Tranche A-2 Term Loan with a total notional value of $200.0 million mature in July 2024 and with a total notional value of $200.0 million mature in January 2028. We have two forward-starting interest rate swaps that will be effective July 2024 with a total notional value of $200.0 million, which will effectively fix SOFR for the Tranche A-2 Term Loan at a weighted average interest rate of 2.81% through the maturity date.

(5) As of June 30, 2023, the outstanding balance was fixed by an interest rate swap agreement, which fixes SOFR at an interest rate of 4.01% through the maturity date.

As of June 30, 2023, we had fully-hedged debt with a principal balance totaling $692.7 million that used LIBOR as a reference rate. As of the date of this filing, all our debt and hedging arrangements use SOFR as a reference rate.

Common Shares Repurchased

Our Board of Trustees previously authorized the repurchase of up to $1.0 billion of our outstanding common shares, and in May 2023, increased the common share repurchase authorization to $1.5 billion. During the three and six months ended June 30, 2023, we repurchased and retired 9.3 million and 10.5 million common shares for $135.7 million and $155.8 million, a weighted average purchase price per share of $14.54 and $14.79. During the three and six months ended

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June 30, 2022, we repurchased and retired 8.5 million and 11.8 million common shares for $213.9 million and $307.0 million, a weighted average purchase price per share of $25.15 and $25.91. Since we began the share repurchase program through June 30, 2023, we have repurchased and retired 33.8 million common shares for $779.3 million, a weighted average purchase price per share of $23.02.

During the third quarter of 2023, through the date of this filing, we repurchased and retired 2.0 million common shares for $31.5 million, a weighted average purchase price per share of $16.03, pursuant to a repurchase plan under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.

Purchases under the program are made either in the open market or in privately negotiated transactions from time to time as permitted by federal securities laws and other legal requirements. The timing, manner, price and amount of any repurchases will be determined by us at our discretion and will be subject to economic and market conditions, share price, applicable legal requirements and other factors. The program may be suspended or discontinued at our discretion without prior notice.

Material Cash Requirements

Our material cash requirements for the next 12 months and beyond are to fund:

● normal recurring expenses;

● debt service and principal repayment obligations, including balloon payments on maturing mortgage loans — as of June 30, 2023, we had no debt on a consolidated basis and $13.7 million at our share scheduled to mature in 2023;

● capital expenditures, including major renovations, tenant improvements and leasing costs — as of June 30, 2023, we had committed tenant-related obligations totaling $53.1 million ($51.4 million related to our consolidated entities and $1.7 million related to our unconsolidated real estate ventures at our share);

● development expenditures — as of June 30, 2023, we had assets under construction that, based on our current plans and estimates, require an additional $284.7 million to complete, which we anticipate will be primarily expended over the next three years;

● dividends to shareholders and distributions to holders of OP Units and LTIP Units — on August 3, 2023, our Board of Trustees declared a quarterly dividend of $0.225 per common share;

● possible common share repurchases — during the third quarter of 2023, through the date of this filing, we repurchased and retired 2.0 million common shares for $31.5 million; and

● possible acquisitions of properties, either directly or indirectly through the acquisition of equity interests.

We expect to satisfy these needs using one or more of the following:

● cash and cash equivalents — as of June 30, 2023, we had cash and cash equivalents of $156.6 million;

● cash flows from operations;

● distributions from real estate ventures;

● borrowing capacity under our revolving credit facility — as of June 30, 2023, we had $687.5 million of availability under our revolving credit facility; and

● proceeds from financings, asset sales and recapitalizations.

While we do not expect to do so during the next 12 months, we also can issue securities to raise funds.

During the six months ended June 30, 2023, there were no significant changes to the material cash requirements information presented in Item 7 of Part II of our Annual Report.

See additional information in the following pages under "Commitments and Contingencies."

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Summary of Cash Flows

The following summary discussion of our cash flows is based on our statements of cash flows and is not meant to be an all-inclusive discussion of the changes in our cash flows:

	Six Months Ended June 30,
	2023		2022
	(In thousands)
Net cash provided by operating activities	$	89,431	$	107,649
Net cash (used in) provided by investing activities		(135,500)		785,304
Net cash used in financing activities		(25,160)		(819,930)

Cash Flows for the Six Months Ended June 30, 2023

Cash and cash equivalents, and restricted cash decreased $71.2 million to $202.8 million as of June 30, 2023, compared to $274.1 million as of December 31, 2022. This decrease resulted from $135.5 million of net cash used in investing activities and $25.2 million of net cash used in financing activities, partially offset by $89.4 million of net cash provided by operating activities. Our outstanding debt was $2.5 billion as of June 30, 2023 and December 31, 2022.

Net cash provided by operating activities of $89.4 million comprised: (i) $86.2 million of net income (before $114.8 million of non-cash items and a $40.7 million gain on the sale of real estate), (ii) $9.4 million of return on capital from unconsolidated real estate ventures and (iii) $6.1 million of net change in operating assets and liabilities. Non-cash income adjustments of $114.8 million primarily include depreciation and amortization expense, share-based compensation expense, deferred rent and other non-cash items.

Net cash used in investing activities of $135.5 million comprised: (i) $164.8 million of development costs, construction in progress and real estate additions, (ii) $20.2 million of investments in unconsolidated real estate ventures and other investments and (iii) a $19.6 million payment of a deferred purchase price related to the acquisition of a development parcel in 2020, partially offset by (iv) $69.0 million of proceeds from the sale of real estate.

Net cash used in financing activities of $25.2 million primarily comprised: (i) $278.5 million of repayments of mortgage loans, (ii) $155.8 million of common shares repurchased, (iii) $60.0 million of repayments on the revolving credit facility, (iv) $49.5 million of dividends paid to common shareholders, (v) $17.2 million of debt issuance and modification costs, and (vi) $7.9 million of distributions to our redeemable noncontrolling interests, partially offset by (vii) $251.7 million of borrowings under mortgage loans, (viii) $170.0 million of borrowings under term loans and (ix) $122.0 million of borrowings under the revolving credit facility.

Unconsolidated Real Estate Ventures

We consolidate entities in which we have a controlling interest or are the primary beneficiary in a variable interest entity. From time to time, we may have off-balance-sheet unconsolidated real estate ventures and other unconsolidated arrangements with varying structures.

As of June 30, 2023, we had investments in unconsolidated real estate ventures totaling $309.2 million. For these investments, we exercise significant influence over but do not control these entities and, therefore, account for these investments using the equity method of accounting. For a more complete description of our real estate ventures, see Note 4 to the financial statements.

From time to time, we (or ventures in which we have an ownership interest) have agreed, and may in the future agree with respect to unconsolidated real estate ventures, to (i) guarantee portions of the principal, interest and other amounts in connection with borrowings, (ii) provide customary environmental indemnifications and nonrecourse carve-outs (e.g., guarantees against fraud, misrepresentation and bankruptcy) in connection with borrowings, or (iii) provide guarantees to lenders and other third parties for the completion of development projects. We customarily have agreements with our outside venture partners whereby the partners agree to reimburse the real estate venture or us for their share of any payments made under certain of these guarantees. At times, we also have agreements with certain of our outside venture partners whereby we agree to either indemnify the partners and/or the associated ventures with respect to certain contingent liabilities

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associated with operating assets or to reimburse our partner for its share of any payments made by them under certain guarantees. Guarantees (excluding environmental) customarily terminate either upon the satisfaction of specified circumstances or repayment of the underlying debt. Amounts that we may be required to pay in future periods in relation to guarantees associated with budget overruns or operating losses are not estimable.

As of June 30, 2023, we had additional capital commitments and certain recorded guarantees to our unconsolidated real estate ventures and other investments totaling $62.0 million. As of June 30, 2023, we had no debt principal payment guarantees related to our unconsolidated real estate ventures.

Commitments and Contingencies

Insurance

We maintain general liability insurance with limits of $150.0 million per occurrence and in the aggregate, and property and rental value insurance coverage with limits of $1.0 billion per occurrence, with sub-limits for certain perils such as floods and earthquakes on each of our properties. We also maintain coverage, through our wholly owned captive insurance subsidiary, for a portion of the first loss on the above limits and for both terrorist acts and for nuclear, biological, chemical or radiological terrorism events with limits of $2.0 billion per occurrence. These policies are partially reinsured by third-party insurance providers.

We will continue to monitor the state of the insurance market, and the scope and costs of coverage for acts of terrorism. We cannot anticipate what coverage will be available on commercially reasonable terms in the future. We are responsible for deductibles and losses in excess of the insurance coverage, which could be material.

Our debt, consisting of mortgage loans secured by our properties, a revolving credit facility and term loans, contains customary covenants requiring adequate insurance coverage. Although we believe that we currently have adequate insurance coverage, we may not be able to obtain an equivalent amount of coverage at a reasonable cost in the future. If lenders insist on greater coverage than we are able to obtain, it could adversely affect our ability to finance or refinance our properties.

Construction Commitments

As of June 30, 2023, we had assets under construction that, based on our current plans and estimates, require an additional $284.7 million to complete, which we anticipate will be primarily expended over the next three years. These capital expenditures are generally due as the work is performed, and we expect to finance them with debt proceeds, proceeds from asset sales and recapitalizations, and available cash.

Other

As of June 30, 2023, we had committed tenant-related obligations totaling $53.1 million ($51.4 million related to our consolidated entities and $1.7 million related to our unconsolidated real estate ventures at our share). The timing and amounts of payments for tenant-related obligations are uncertain and may only be due upon satisfactory performance of certain conditions.

There are various legal actions against us in the ordinary course of business. In our opinion, the outcome of such matters will not have a material adverse effect on our financial condition, results of operations or cash flows.

With respect to borrowings of our consolidated entities, we have agreed, and may in the future agree, to (i) guarantee portions of the principal, interest and other amounts, (ii) provide customary environmental indemnifications and nonrecourse carve-outs (e.g., guarantees against fraud, misrepresentation and bankruptcy) or (iii) provide guarantees to lenders, tenants and other third parties for the completion of development projects. As of June 30, 2023, the aggregate amount of debt principal payment guarantees was $8.3 million for our consolidated entities.

In connection with the Formation Transaction, we have an agreement with Vornado regarding tax matters (the "Tax Matters Agreement") that provides special rules that allocate tax liabilities if the distribution of JBG SMITH shares by Vornado,

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together with certain related transactions, is determined not to be tax-free. Under the Tax Matters Agreement, we may be required to indemnify Vornado against any taxes and related amounts and costs resulting from a violation by us of the Tax Matters Agreement

Environmental Matters

Under various federal, state and local laws, ordinances and regulations, an owner of real estate is liable for the costs of removal or remediation of certain hazardous or toxic substances on that real estate. These laws often impose such liability without regard to whether the owner knew of, or was responsible for, the presence of hazardous or toxic substances. The costs of remediation or removal of these substances may be substantial, and the presence of these substances, or the failure to promptly remediate these substances, may adversely affect the owner's ability to sell the real estate or to borrow using the real estate as collateral. In connection with the ownership and operation of our 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 use of hazardous materials or generated hazardous wastes. The release of these hazardous materials and wastes could result in us incurring liabilities to 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 send contaminated materials to other locations for treatment or disposal, we may be liable for the cleanup of those sites if they become contaminated.

Most of our assets have been subject to environmental assessments that are intended to evaluate the environmental condition of the 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 the preparation and issuance of a written report. Soil and/or groundwater subsurface testing is conducted at our assets, when necessary, to further investigate any issues raised 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 did not reveal 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. As disclosed in Note 17 to the financial statements, environmental liabilities totaled $18.0 million as of June 30, 2023 and December 31, 2022 and are included in "Other liabilities, net" in our balance sheets.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk

We have exposure to fluctuations in interest rates, which are sensitive to many factors that are beyond our control. The following is a summary of our annual exposure to a change in interest rates:

	June 30, 2023						December 31, 2022
			Weighted						Weighted
			Average		Annual				Average
			Effective		Effect of 1%				Effective
			Interest		Change in				Interest
	Balance		Rate		Base Rates		Balance		Rate
	(Dollars in thousands)
Debt (contractual balances):
Mortgage loans:
Variable rate (1)	$	678,671		5.43%	$	1,445	$	892,268	5.21%
Fixed rate (2)		1,025,535		4.45%		—		1,009,607	4.44%
	$	1,704,206			$	1,445	$	1,901,875
Revolving credit facility and term loans:
Revolving credit facility (3)	$	62,000		6.49%	$	629	$	—	5.51%
Tranche A-1 Term Loan (4)		200,000		2.61%		—		200,000	2.61%
Tranche A-2 Term Loan (4)		400,000		3.54%		—		350,000	3.40%
2023 Term Loan (5)		120,000		5.26%		—		—	—
	$	782,000			$	629	$	550,000
Pro rata share of debt of unconsolidated real estate ventures (contractual balances):
Variable rate (1)	$	56,916		5.84%	$	164	$	22,065	6.45%
Fixed rate (2)		33,000		4.13%		—		33,000	4.13%
	$	89,916			$	164	$	55,065

(1) Includes variable rate mortgage loans with interest rate cap agreements. For mortgage loans with interest rate caps, the weighted average interest rate cap strike was 2.42%, and the weighted average maturity date of the interest rate caps is August 2023. The interest rate cap strike is exclusive of the credit spreads associated with the mortgage loans. As of June 30, 2023, one-month LIBOR was 5.22% and one-month term SOFR was 5.14%. The impact of these interest rate caps is reflected in our calculation of the annual effect of a 1% change in base rates.

(2) Includes variable rate mortgages with interest rates fixed by interest rate swap agreements.

(3) As of June 30, 2023, daily SOFR was 5.09%. The interest rate for our revolving credit facility excludes a 0.15% facility fee.

(4) As of June 30, 2023 and December 31, 2022, the outstanding balance was fixed by interest rate swap agreements. As of June 30, 2023, the interest rate swaps fix SOFR at a weighted average interest rate of 1.46% for the Tranche A-1 Term Loan and 2.29% for the Tranche A-2 Term Loan. See Note 7 to the financial statements for additional information.

(5) As of June 30, 2023, the outstanding balance was fixed by an interest rate swap agreement, which fixes SOFR at an interest rate of 4.01% through the maturity date.

The fair value of our mortgage loans is estimated by discounting the future contractual cash flows of these instruments using current risk-adjusted rates available to borrowers with similar credit profiles based on market sources. The fair value of our revolving credit facility and term loans is calculated based on the net present value of payments over the term of the facilities using estimated market rates for similar notes and remaining terms. As of June 30, 2023 and December 31, 2022, the estimated fair value of our consolidated debt was $2.4 billion. These estimates of fair value, which are made at the end of the reporting period, may be different from the amounts that may ultimately be realized upon the disposition of our financial instruments.

Hedging Activities

To manage or hedge our exposure to interest rate risk, we follow established risk management policies and procedures, including the use of a variety of derivative financial instruments.

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Derivative Financial Instruments Designated as Effective Hedges

Certain derivative financial instruments, consisting of interest rate swap and cap agreements, are cash flow hedges that are designated as effective hedges, and are carried at their estimated fair value on a recurring basis. We assess the effectiveness of our hedges both at inception and on an ongoing basis. If the hedges are deemed to be effective, the fair value is recorded in "Accumulated other comprehensive income" in our balance sheets and is subsequently reclassified into "Interest expense" in our statements of operations in the period that the hedged forecasted transactions affect earnings. Our hedges become less than perfectly effective if the critical terms of the hedging instrument and the forecasted transactions do not perfectly match such as notional amounts, settlement dates, reset dates, calculation period and interest rates. In addition, we evaluate the default risk of the counterparty by monitoring the creditworthiness of the counterparty. While management believes its judgments are reasonable, a change in a derivative's effectiveness as a hedge could materially affect expenses, net income (loss) and equity.

As of June 30, 2023 and December 31, 2022, we had interest rate swap and cap agreements with an aggregate notional value of $1.4 billion, which were designated as effective hedges. The fair value of our interest rate swaps and caps designated as effective hedges primarily consisted of assets totaling $51.3 million and $53.5 million as of June 30, 2023 and December 31, 2022, included in "Other assets, net" in our balance sheets.

Derivative Financial Instruments Designated as Ineffective Hedges

Certain derivative financial instruments, consisting of interest rate cap agreements, are cash flow hedges that are designated as ineffective hedges, and are carried at their estimated fair value on a recurring basis. Realized and unrealized gains or losses are recorded in "Interest expense" in our statements of operations. As of June 30, 2023 and December 31, 2022, we had various interest rate cap agreements with an aggregate notional value of $711.8 million, which were designated as ineffective hedges. The fair value of our interest rate cap agreements designated as ineffective hedges consisted of assets totaling $2.3 million and $8.1 million as of June 30, 2023 and December 31, 2022, included in "Other assets, net" in our balance sheets.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

As required by Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended, we carried out an evaluation, under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of June 30, 2023, our disclosure controls and procedures were effective.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting during the quarter ended June 30, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are, from time to time, involved in legal actions arising in the ordinary course of business. In our opinion, the outcome of such matters is not expected to have a material adverse effect on our financial position, results of operations or cash flows.

ITEM 1A. RISK FACTORS

There have been no material changes to the risk factors previously disclosed in our Annual Report.

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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

(a) Not applicable.

(b) Not applicable.

(c) Purchases of equity securities by the issuer and affiliated purchasers:

Period	Total Number Of Common Shares Purchased		Average Price Paid Per Common Share	Total Number Of Common Shares Purchased As Part Of Publicly Announced Plans Or Programs		Approximate Dollar Value Of Common Shares That May Yet Be Purchased Under the Plan Or Programs
April 1, 2023 - April 30, 2023	2,399,238	$	14.17	2,399,238	$	322,367,801
May 1 2023 - May 31, 2023	4,065,637		14.54	4,065,637		763,155,096
June 1, 2023 - June 30, 2023	2,856,095		14.86	2,856,095		720,668,410
Total for the three months ended June 30, 2023	9,320,970		14.54	9,320,970
Total for the six months ended June 30, 2023	10,526,158		14.79	10,526,158
Program total since inception in March 2020 (1)	33,823,567		23.02	33,823,567

(1) During the third quarter of 2023, through the date of this filing, we repurchased and retired 2.0 million common shares for $31.5 million, a weighted average purchase price per share of $16.03, pursuant to a repurchase plan under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.

In June 2022, our Board of Trustees authorized the repurchase of up to $1.0 billion of our outstanding common shares, and in May 2023, increased the authorized repurchase amount to $1.5 billion. Purchases under the program are made either in the open market or in privately negotiated transactions from time to time as permitted by federal securities laws and other legal requirements. The timing, manner, price and amount of any repurchases will be determined by us at our discretion and will be subject to economic and market conditions, share price, applicable legal requirements and other factors. The program may be suspended or discontinued at our discretion without prior notice, and, in any event.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

Trading Arrangements

During the three months ended June 30, 2023, none of our officers or trustees adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any "non-Rule 10b5-1 trading arrangement."

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Second Amended and Restated Bylaws

On August 3, 2023, our Board of Trustees (the "Board") amended and restated our Amended and Restated Bylaws (the "Second Amended and Restated Bylaws"), effective immediately, to: (i) expressly provide for the ability of stockholders to participate in meetings of stockholders by electronic transmission, (ii) require any shareholder directly or indirectly soliciting proxies from other shareholders to use a proxy card color other than white, (iii) implement and update the procedure and information requirements for the nominations of persons for election to the Board, including to address matters relating to the new universal proxy rules set forth in Rule 14a-19 under the Securities Exchange Act of 1934, as amended, (iv) revise the information required to be included in or updated in a shareholder's notice regarding nomination of a trustee for election or reelection, (v) clarifying the instances in which a shareholder’s notice regarding nomination of a trustee for election or reelection may be disregarded and (vi) make certain other administrative, clarifying and conforming and/or immaterial changes throughout.

The foregoing description of the Second Amended and Restated Bylaws is not complete and is qualified in its entirety by reference to the Second Amended and Restated Bylaws, which are filed as Exhibit 3.4 hereto in unmarked form, and as Exhibit 3.5 hereto in redline form marking the amendments described above, and are incorporated herein by reference.

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ITEM 6. EXHIBITS

(a) Exhibit Index

Exhibits	Description
3.1	Declaration of Trust of JBG SMITH Properties, as amended and restated (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K, filed on July 21, 2017).
3.2	Articles Supplementary to Declaration of Trust of JBG SMITH Properties (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K, filed on March 6, 2018).
3.3	Articles of Amendment to Declaration of Trust of JBG SMITH Properties (incorporated by reference to Exhibit 3.1 to our current report on Form 8-K, filed on May 3, 2018).
3.4**	Second Amended and Restated Bylaws of JBG SMITH Properties, effective August 3, 2023.
3.5**	Second Amended and Restated Bylaws of JBG SMITH Properties, effective August 3, 2023 (redline).
10.1	Amended and Restated Credit Agreement, dated as of June 29, 2023, by and among JBG SMITH Properties LP, as Borrower, the financial institutions party thereto as lenders, and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, filed on June 29, 2023).
10.2	Second Amendment to Credit Agreement, dated as of July 24, 2023, by and among JBG SMITH Properties LP, as Borrower, the financial institutions party thereto as lenders, and Wells Fargo Bank, National Association, as Administrative Agent (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, filed on July 28, 2023).
10.3	First Amendment to Credit Agreement, dated as of July 24, 2023, by and among JBG SMITH Properties LP, as Borrower, the financial institutions party thereto as lenders, and Wells Fargo Bank, National Association, as Administrative Agent (incorporated by reference to Exhibit 10.2 to our Current Report on Form - K, filed on July 28, 2023).
31.1**	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended and Section 302 of the Sarbanes-Oxley Act of 2002.
31.2**	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended and Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended and 18 U.S.C 1350, as created by Section 906 of the Sarbanes- Oxley Act of 2002.
101.INS	XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH	Inline XBRL Taxonomy Extension Schema
101.CAL	Inline XBRL Extension Calculation Linkbase
101.LAB	Inline XBRL Extension Labels Linkbase
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

** Filed herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		JBG SMITH Properties
Date:	August 8, 2023	/s/ M. Moina Banerjee
		M. Moina Banerjee
		Chief Financial Officer
		(Principal Financial Officer)

		JBG SMITH Properties
Date:	August 8, 2023	/s/ Angela Valdes
		Angela Valdes
		Chief Accounting Officer
		(Principal Accounting Officer)

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EX-3.4

EXHIBIT 3.4

JBG SMITH PROPERTIES

SECOND AMENDED AND RESTATED

BYLAWS

Article I

OFFICES

Section 1.PRINCIPAL OFFICE. The principal office of the Trust in the State of Maryland shall be located at such place as the Board of Trustees may designate.

Section 2.ADDITIONAL OFFICES. The Trust may have additional offices, including a principal executive office, at such places as the Board of Trustees may from time to time determine or the business of the Trust may require.

Article II

MEETINGS OF SHAREHOLDERS

Section 1.PLACE. All meetings of shareholders shall be held at the principal executive office of the Trust or at such other place as shall be set in accordance with these Bylaws and stated in the notice of the meeting. If authorized by the Board of Trustees, and subject to applicable provisions of Maryland law and any guidelines and procedures that the Board of Trustees may adopt, shareholders not physically present in person or by proxy at a meeting of shareholders may, by electronic transmission by and to the Trust, including by electronic video screen communication, participate in a meeting of shareholders, be deemed present in person or by proxy, and vote at a meeting of shareholders whether that meeting is to be held at a designated place or in whole or in part by means of electronic transmission by and to the Trust or by electronic video screen communication.

Section 2.ANNUAL MEETING. An annual meeting of shareholders for the election of trustees and the transaction of any business within the powers of the Trust shall be held on the date and at the time and place set by the Board of Trustees.

Section 3.SPECIAL MEETINGS.

(a)General. Each of the chair of the board, chief executive officer, president and a majority of the Board of Trustees then in office may call a special meeting of shareholders. Except as provided in subsection (b)(4) of this Section 3, a special meeting of shareholders shall be held on the date and at the time and place set by the chair of the board, chief executive officer, president or a majority of the Board of Trustees then in office, whoever has called the meeting. Subject to subsection (b) of this Section 3, a special meeting of shareholders shall also be called by the secretary of the Trust to act on any matter that may properly be considered at a meeting of shareholders upon the written request of shareholders entitled to cast not less than a majority of all the votes entitled to be cast on such matter at such meeting.

(b)Shareholder-Requested Special Meetings.

(1)Any shareholder of record seeking to have shareholders request a special meeting shall, by sending written notice to the secretary (the “Record Date Request Notice”) by registered mail, return receipt requested, request the Board of Trustees to fix a record date to determine the shareholders entitled to request a special meeting (the “Request Record Date”). The Record Date Request Notice shall set forth the purpose of the meeting and the matters proposed to be acted on at it, shall be signed by one or more shareholders of record as of the date of signature (or their agents duly authorized in a writing accompanying the Record Date Request Notice), shall bear the date of signature of each such shareholder (or such agent) and shall set forth all information relating to each such shareholder and each matter proposed to be acted on at the meeting that would be required to be disclosed in connection with the solicitation of proxies for the election of trustees in an election contest (even if an election contest is not involved), or would otherwise be required in connection with such a solicitation, in each case pursuant to Regulation 14A (or any successor provision) under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”). Upon receiving the Record Date Request Notice, the Board of Trustees may fix a Request Record Date. The Request Record Date shall not precede and shall not be more than ten days after the close of business on the date on which the resolution fixing the Request Record Date is adopted by the Board of Trustees. If the Board of Trustees, within ten days after the date on which a valid Record Date Request Notice is received, fails to adopt a resolution fixing the Request Record Date, the Request Record Date shall be the close of business on the tenth day after the first date on which a Record Date Request Notice is received by the secretary.

(2)In order for any shareholder to request a special meeting to act on any matter that may properly be considered at a meeting of shareholders, one or more written requests for a special meeting (collectively, the “Special Meeting Request”) signed by shareholders of record (or their agents duly authorized in a writing accompanying the request) as of the Request Record Date entitled to cast not less than a majority of all of the votes entitled to be cast on such matter at such meeting (the “Special Meeting Percentage”) shall be delivered to the secretary. In addition, the Special Meeting Request shall (a) set forth the purpose of the meeting and the matters proposed to be acted on at it (which shall be limited to those lawful matters set forth in the Record Date Request Notice received by the secretary), (b) bear the date of signature of each such shareholder (or such agent) signing the Special Meeting Request, (c) set forth (i) the name and address, as they appear in the Trust’s books, of each shareholder signing such request (or on whose behalf the Special Meeting Request is signed), (ii) the class, series and number of all shares of the Trust which are owned (beneficially or of record) by each such shareholder and (iii) the nominee holder for, and number of, shares of the Trust owned beneficially but not of record by such shareholder, (d) be sent to the secretary by registered mail, return receipt requested, and (e) be received by the secretary within 60 days after the Request Record Date. Any requesting shareholder (or agent duly authorized in a writing accompanying the revocation of the Special Meeting Request) may revoke his, her or its request for a special meeting at any time by written revocation delivered to the secretary.

(3)The secretary shall inform the requesting shareholders of the reasonably estimated cost of preparing and mailing or delivering the notice of the meeting (including the Trust’s proxy materials). The secretary shall not be required to call a special

meeting upon shareholder request and such meeting shall not be held unless, in addition to the documents required by paragraph (2) of this Section 3(b), the secretary receives payment of such reasonably estimated cost prior to the preparation and mailing or delivery of such notice of the meeting.

(4)In the case of any special meeting called by the secretary upon the request of shareholders (a “Shareholder-Requested Meeting”), such meeting shall be held at such place, date and time as may be designated by the Board of Trustees; provided, however, that the date of any Shareholder-Requested Meeting shall be not more than 90 days after the record date for such meeting (the “Meeting Record Date”); and provided further that if the Board of Trustees fails to designate, within ten days after the date that a valid Special Meeting Request is actually received by the secretary (the “Delivery Date”), a date and time for a Shareholder-Requested Meeting, then such meeting shall be held at 2:00 p.m., local time, on the 90th day after the Meeting Record Date or, if such 90th day is not a Business Day, on the first preceding Business Day; and provided further that in the event that the Board of Trustees fails to designate a place for a Shareholder-Requested Meeting within ten days after the Delivery Date, then such meeting shall be held at the principal executive office of the Trust. In fixing a date for a Shareholder-Requested Meeting, the Board of Trustees may consider such factors as it deems relevant, including, without limitation, the nature of the matters to be considered, the facts and circumstances surrounding any request for the meeting and any plan of the Board of Trustees to call an annual meeting or a special meeting. In the case of any Shareholder-Requested Meeting, if the Board of Trustees fails to fix a Meeting Record Date that is a date within 30 days after the Delivery Date, then the close of business on the 30th day after the Delivery Date shall be the Meeting Record Date. The Board of Trustees may revoke the notice for any Shareholder-Requested Meeting in the event that the requesting shareholders fail to comply with the provisions of paragraph (3) of this Section 3(b). Notwithstanding anything to the contrary in these Bylaws, the Board of Trustees may submit its own proposal or proposals for consideration at any such Shareholder-Requested Meeting.

(5)If written revocations of the Special Meeting Request have been delivered to the secretary and the result is that shareholders of record (or their agents duly authorized in writing), as of the Request Record Date, entitled to cast less than the Special Meeting Percentage have delivered, and not revoked, requests for a special meeting on the matter to the secretary: (i) if the notice of meeting has not already been delivered, the secretary shall refrain from delivering the notice of the meeting and send to all requesting shareholders who have not revoked such requests written notice of any revocation of a request for a special meeting on the matter, or (ii) if the notice of meeting has been delivered and if the secretary first sends to all requesting shareholders who have not revoked requests for a special meeting on the matter written notice of any revocation of a request for the special meeting and written notice of the Trust’s intention to revoke the notice of the meeting or for the chair of the meeting to adjourn the meeting without action on the matter, (A) the secretary may revoke the notice of the meeting at any time before ten days before the commencement of the meeting or (B) the chair of the meeting may call the meeting to order and adjourn the meeting without acting on the matter. Any request for a special meeting received after a revocation by the secretary of a notice of a meeting shall be considered a request for a new special meeting.

(6)The chair of the board, chief executive officer, president or Board of Trustees may appoint regionally or nationally recognized independent inspectors of elections to act as the agent of the Trust for the purpose of promptly performing a ministerial review of the validity of any purported Special Meeting Request received by the secretary. For the purpose of permitting the inspectors to perform such review, no such purported Special Meeting Request shall be deemed to have been received by the secretary until the earlier of (i) five Business Days after actual receipt by the secretary of such purported request and (ii) such date as the independent inspectors certify to the Trust that the valid requests received by the secretary represent, as of the Request Record Date, shareholders of record entitled to cast not less than the Special Meeting Percentage. Nothing contained in this paragraph (6) shall in any way be construed to suggest or imply that the Trust or any shareholder shall not be entitled to contest the validity of any request, whether during or after such five Business Day period, or to take any other action (including, without limitation, the commencement, prosecution or defense of any litigation with respect thereto, and the seeking of injunctive relief in such litigation).

Section 4.NOTICE. Not less than ten nor more than 90 days before each meeting of shareholders, the secretary shall give, or cause to be given, to each shareholder entitled to vote at such meeting and to each shareholder not entitled to vote who is entitled to notice of the meeting notice in writing or by electronic transmission stating the time and place of the meeting and, in the case of a special meeting or as otherwise may be required by any statute, the purpose for which the meeting is called, by mail, by providing it to such shareholder personally, by leaving it at the shareholder’s residence or usual place of business or by any other means permitted by Maryland law. If mailed, such notice shall be deemed to be given when deposited in the United States mail addressed to the shareholder at the shareholder’s address as it appears on the records of the Trust, with postage thereon prepaid. If transmitted electronically, such notice shall be deemed to be given when transmitted to the shareholder by an electronic transmission to any address or number of the shareholder at which the shareholder receives electronic transmissions. The Trust may give a single notice to all shareholders who share an address, which single notice shall be effective as to any shareholder at such address, unless such shareholder objects to receiving such single notice or revokes a prior consent to receiving such single notice. Failure to give notice of any meeting to one or more shareholders, or any irregularity in such notice, shall not affect the validity of any meeting fixed in accordance with this Article II or the validity of any proceedings at any such meeting.

Subject to Section 12(a) of this Article II, any business of the Trust may be transacted at an annual meeting of shareholders without being specifically designated in the notice, except such business as is required by any statute to be stated in such notice. No business shall be transacted at a special meeting of shareholders except as specifically designated in the notice. The Trust may postpone or cancel a meeting of shareholders by making a “public announcement” (as defined in Section 12(c)(3) of this Article II) of such postponement or cancellation prior to the meeting. Notice of the date, time and place to which the meeting is postponed shall be given not less than ten days prior to such date and otherwise in the manner set forth in this section.

Section 5.ORGANIZATION AND CONDUCT. Every meeting of shareholders shall be conducted by an individual appointed by the Board of Trustees to be chair of the meeting or, in the absence of such appointment or appointed individual, by the chair of the board

or, in the case of a vacancy in the office or absence of the chair of the board, by one of the following officers present at the meeting in the following order: the vice chair of the board, if there is one, the chief executive officer, the president, the vice presidents in their order of rank and seniority, the secretary or, in the absence of such officers, a chair chosen by the shareholders by the vote of a majority of the votes cast at the meeting by shareholders present in person or by proxy. The secretary or, in the secretary’s absence, an assistant secretary, or, in the absence of both the secretary and assistant secretaries, an individual appointed by the Board of Trustees or, in the absence of such appointment, an individual appointed by the chair of the meeting shall act as secretary. In the event that the secretary presides at a meeting of shareholders, an assistant secretary or, in the absence of all assistant secretaries, an individual appointed by the Board of Trustees or the chair of the meeting, shall record the minutes of the meeting. The order of business and all other matters of procedure at any meeting of shareholders shall be determined by the chair of the meeting. The chair of the meeting may prescribe such rules, regulations and procedures and take such action as, in the discretion of the chair and without any action by the shareholders, are appropriate for the proper conduct of the meeting, including, without limitation, (a) restricting admission to the time set for the commencement of the meeting; (b) limiting attendance at the meeting to shareholders of record of the Trust, their duly authorized proxies and such other individuals as the chair of the meeting may determine; (c) limiting participation at the meeting on any matter to shareholders of record of the Trust entitled to vote on such matter, their duly authorized proxies and other such individuals as the chair of the meeting may determine; (d) limiting the time allotted to questions or comments; (e) determining when and for how long the polls should be opened and when the polls should be closed; (f) maintaining order and security at the meeting; (g) removing any shareholder or any other individual who refuses to comply with meeting procedures, rules or guidelines as set forth by the chair of the meeting; (h) concluding a meeting or recessing or adjourning the meeting, whether or not a quorum is present, to a later date and time and at a place announced at the meeting; and (i) complying with any state and local laws and regulations concerning safety and security. Unless otherwise determined by the chair of the meeting, meetings of shareholders shall not be required to be held in accordance with the rules of parliamentary procedure.

Section 6.QUORUM. At any meeting of shareholders, the presence in person or by proxy of shareholders entitled to cast a majority of all the votes entitled to be cast at such meeting on any matter shall constitute a quorum; but this section shall not affect any requirement under any statute or the Declaration of Trust of the Trust (the “Declaration of Trust”) for the vote necessary for the approval of any matter. If such quorum is not established at any meeting of the shareholders, the chair of the meeting may adjourn the meeting sine die or from time to time to a date not more than 120 days after the original record date without notice other than announcement at the meeting. At such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified.

The shareholders present either in person or by proxy, at a meeting which has been duly called and at which a quorum has been established, may continue to transact business until adjournment, notwithstanding the withdrawal from the meeting of enough shareholders to leave fewer than would be required to establish a quorum.

Section 7.VOTING. A nominee for election as a trustee shall be elected as a trustee only if such nominee receives the affirmative vote of a majority of the votes cast for and against such nominee at a meeting of shareholders duly called and at which a quorum is present. However, trustees shall be elected by a plurality of all votes cast at a meeting of shareholders duly called and at which a quorum is present for which (i) the secretary of the Trust receives notice pursuant to these Bylaws that a shareholder intends to nominate one or more individuals for election to the Board of Trustees, and (ii) such proposed nomination has not been withdrawn by such shareholder on or prior to the close of business on the tenth day preceding the date of filing of the definitive proxy statement of the Trust with the Securities and Exchange Commission for such meeting, and, as a result of which, the number of nominees is greater than the number of trustees to be elected at the meeting. Each share may be voted for as many individuals as there are trustees to be elected and for whose election the share is entitled to be voted. A majority of the votes cast at a meeting of shareholders duly called and at which a quorum is present shall be sufficient to approve any other matter which may properly come before the meeting, unless more than a majority of the votes cast is required by statute or by the Declaration of Trust. If trustees are to be elected by a plurality of all votes cast at a meeting, shareholders shall not be permitted to vote against a nominee for election to the Board of Trustees. Unless otherwise provided by statute or by the Declaration of Trust, each outstanding share of beneficial interest, regardless of class, entitles the holder thereof to cast one vote on each matter submitted to a vote at a meeting of shareholders. Voting on any question or in any election may be viva voce unless the chair of the meeting shall order that voting be by ballot or otherwise.

Section 8.PROXIES. A holder of record of shares of beneficial interest of the Trust may cast votes in person or by proxy executed by the shareholder or by the shareholder’s duly authorized agent in any manner permitted by law. Such proxy or evidence of authorization of such proxy shall be filed with the secretary of the Trust before or at the meeting. No proxy shall be valid more than eleven months after its date unless otherwise provided in the proxy. Any shareholder directly or indirectly soliciting proxies from other shareholders must use a proxy card color other than white, which shall be reserved for exclusive use by the Board of Trustees.

Section 9.VOTING OF SHARES BY CERTAIN HOLDERS. Shares of beneficial interest of the Trust registered in the name of a corporation, limited liability company, partnership, joint venture, trust or other entity, if entitled to be voted, may be voted by the president or a vice president, managing member, manager, general partner or trustee thereof, as the case may be, or a proxy appointed by any of the foregoing individuals, unless some other person who has been appointed to vote such shares pursuant to a bylaw or a resolution of the governing body of such corporation or other entity or agreement of the partners of a partnership presents a certified copy of such bylaw, resolution or agreement, in which case such person may vote such shares. Any trustee or fiduciary, in such capacity, may vote shares of beneficial interest registered in such trustee’s or fiduciary’s name, either in person or by proxy.

Shares of beneficial interest of the Trust directly or indirectly owned by it shall not be voted at any meeting and shall not be counted in determining the total number of outstanding shares entitled to be voted at any given time, unless they are held by it in a fiduciary capacity, in which case they may be voted and shall be counted in determining the total number of outstanding shares at any given time.

The Board of Trustees may adopt by resolution a procedure by which a shareholder may certify in writing to the Trust that any shares of beneficial interest registered in the name of the shareholder are held for the account of a specified person other than the shareholder. The resolution shall set forth the class of shareholders who may make the certification, the purpose for which the certification may be made, the form of certification and the information to be contained in it; if the certification is with respect to a record date, the time after the record date within which the certification must be received by the Trust; and any other provisions with respect to the procedure which the Board of Trustees considers necessary or desirable. On receipt by the Trust of such certification, the person specified in the certification shall be regarded as, for the purposes set forth in the certification, the holder of record of the specified shares of beneficial interest in place of the shareholder who makes the certification.

Section 10.INSPECTORS. The Board of Trustees or the chair of the meeting may appoint, before or at the meeting, one or more inspectors for the meeting and any successor to the inspector. Except as otherwise provided by the chair of the meeting, the inspectors, if any, shall (i) determine the number of shares of beneficial interest represented at the meeting in person or by proxy and the validity and effect of proxies, (ii) receive and tabulate all votes, ballots or consents, (iii) report such tabulation to the chair of the meeting, (iv) hear and determine all challenges and questions arising in connection with the right to vote, and (v) do such acts as are proper to fairly conduct the election or vote. Each such report shall be in writing and signed by the inspector or by a majority of them if there is more than one inspector acting at such meeting. If there is more than one inspector, the report of a majority shall be the report of the inspectors. The report of the inspector or inspectors on the number of shares represented at the meeting and the results of the voting shall be primafacie evidence thereof.

Section 11.REPORTS TO SHAREHOLDERS. The president or some other executive officer designated by the Board of Trustees shall prepare annually a full and correct statement of the affairs of the Trust, which shall include a balance sheet and a financial statement of operations for the preceding fiscal year. The statement of affairs shall be submitted at the annual meeting of the shareholders and, within 20 days after the annual meeting of shareholders, placed on file at the principal office of the Trust.

Section 12.ADVANCE NOTICE OF SHAREHOLDER NOMINEES FOR TRUSTEE AND OTHER SHAREHOLDER PROPOSALS.

(a)Annual Meetings of Shareholders.

(1)(1)Nominations of individuals for election to the Board of Trustees and the proposal of other business to be considered by the shareholders may be made at an annual meeting of shareholders (i) pursuant to the Trust’s notice of meeting, (ii) by or at the direction of the Board of Trustees, (iii) by any shareholder of the Trust who was a shareholder of record both at the time of giving of notice by the shareholder as provided for in this Section 12 and at the time of the annual meeting, who is entitled to vote at the meeting in the election of each individual so nominated or on any such other business and who has complied with the procedures set forth in this Section 12 or (iv) solely with respect to nominations of individuals for election to the Board of Trustees, by an Eligible Holder (as defined in Section 13(c) of this Article II) in compliance with Section 13 of this Article II of these Bylaws.

(2)For any nomination or other business to be properly brought before an annual meeting by a shareholder pursuant to clause (iii) of paragraph (a)(1) of this Section 12, the shareholder must have (a) given timely notice thereof in writing to the secretary of the Trust and any such other business must otherwise be a proper matter for action by the shareholders and (b) complied in all respects with the requirements of Section 14 of the Exchange Act, including, without limitation, and to the extent applicable, the requirements of Rule 14a-19 (as such rule and regulation may be amended from time to time by the Securities and Exchange Commission) including any Securities and Exchange Commission staff interpretations related thereto. To be timely, such shareholder’s notice shall set forth all information required under this Section 12 and shall be delivered to the secretary at the principal executive office of the Trust not earlier than the 150^th day nor later than 5:00 p.m., Eastern Time, on the 120^th day prior to the first anniversary of the date of the proxy statement (as defined in Section 12(c)(3) of this Article II) for the preceding year’s annual meeting; provided, however, that, in the event that the date of the annual meeting is advanced or delayed by more than 30 days from the first anniversary of the date of the preceding year’s annual meeting, in order for notice by the shareholder to be timely, such notice must be so delivered not earlier than the 150^th day prior to the date of such annual meeting and not later than 5:00 p.m., Eastern Time, on the later of the 120^th day prior to the date of such annual meeting, as originally convened, or the tenth day following the day on which public announcement of the date of such meeting is first made. The public announcement of a postponement or adjournment of an annual meeting shall not commence a new time period or extend any time period for the giving of a shareholder’s notice as described above. The number of nominees a shareholder may nominate for election to the Board of Trustees at an annual meeting of shareholders pursuant to clause (iii) of paragraph (a)(1) of this Section 12 shall not exceed the number of trustees to be elected at such annual meeting, and for the avoidance of doubt, no shareholder shall be entitled to make additional or substitute nominations following the expiration of the time periods set forth in this Section 12(a)(2). To be timely for nominations made pursuant to Section 13 of this Article II, a Nomination Notice (as defined below) shall be delivered in accordance with the requirements of Section 13.

(3)Any shareholder’s notice given pursuant to paragraph (a)(2) of this Section 12 shall set forth:

(i)as to each individual whom the shareholder proposes to nominate for election or reelection as a trustee (each, a “Proposed Nominee”), all information relating to the Proposed Nominee that would be required to be disclosed in connection with the solicitation of proxies for the election of the Proposed Nominee as a trustee in an election contest (even if an election contest is not involved), or would otherwise be required in connection with such solicitation, in each case pursuant to Regulation 14A (or any successor provision) under the Exchange Act;

(ii)as to any other business that the shareholder proposes to bring before the meeting, a description of such business, the shareholder’s reasons for proposing such business at the meeting and any material interest in such business of such shareholder or any Shareholder Associated Person (as defined below), individually or in the aggregate, including any anticipated benefit to the shareholder or the Shareholder Associated Person therefrom;

(iii)as to the shareholder giving the notice, any Proposed Nominee and any Shareholder Associated Person,

(A)the class, series and number of all shares of beneficial interest or other securities of the Trust or any affiliate thereof (collectively, the “Company Securities”), if any, which are owned (beneficially or of record) by such shareholder, Proposed Nominee or Shareholder Associated Person, the date on which each such Company Security was acquired and the investment intent of such acquisition, and any short interest (including any opportunity to profit or share in any benefit from any decrease in the price of such shares or other security) in any Company Securities of any such person,

(B)the nominee holder for, and number of, any Company Securities owned beneficially but not of record by such shareholder, Proposed Nominee or Shareholder Associated Person,

(C)whether and the extent to which such shareholder, Proposed Nominee or Shareholder Associated Person, directly or indirectly (through brokers, nominees or otherwise), is subject to or during the last six months has engaged in any hedging, derivative or other transaction or series of transactions or entered into any other agreement, arrangement or understanding (including any short interest, any borrowing or lending of securities or any proxy or voting agreement), the effect or intent of which is to (I) manage risk or benefit of changes in the price of (x) Company Securities or (y) any security of any entity that was listed in the Peer Group in the Share Performance Graph in the most recent annual report to security holders of the Trust (a “Peer Group Company”) for such shareholder, Proposed Nominee or Shareholder Associated Person or (II) increase or decrease the voting power of such shareholder, Proposed Nominee or Shareholder Associated Person in the Trust or any affiliate thereof (or, as applicable, in any Peer Group Company) disproportionately to such person’s economic interest in the Company Securities (or, as applicable, in any Peer Group Company) and

(D)any substantial interest, direct or indirect (including, without limitation, any existing or prospective commercial, business or contractual relationship with the Trust), by security holdings or otherwise, of such shareholder, Proposed Nominee or Shareholder Associated Person, in the Trust or any affiliate thereof, other than an interest arising from the ownership of Company Securities where such shareholder, Proposed Nominee or Shareholder Associated Person receives no extra or special benefit not shared on a pro rata basis by all other holders of the same class or series;

(iv)as to the shareholder giving the notice, any Shareholder Associated Person with an interest or ownership referred to in clauses (ii) or (iii) of this paragraph (3) of this Section 12(a) and any Proposed Nominee,

(A)the name and address of such shareholder, as they appear on the Trust’s share ledger, and the current name and business address, if different, of each such Shareholder Associated Person and any Proposed Nominee,

(B)the investment strategy or objective, if any, of such shareholder and each such Shareholder Associated Person who is not an individual and a copy of

the prospectus, offering memorandum or similar document, if any, provided to investors or potential investors in such shareholder and each such Shareholder Associated Person; and

(C)whether any such shareholder or any Shareholder Associated Person has received any financial assistance, funding or other consideration from any other person in respect of the nomination or such other business;

(v)the name and address of any person who contacted or was contacted by the shareholder giving the notice or any Shareholder Associated Person about the Proposed Nominee or other business proposal prior to the date of such shareholder’s notice;

(vi)to the extent known by the shareholder giving the notice, the name and address of any other shareholder supporting the Proposed Nominee or the proposal of other business on the date of such shareholder’s notice; and

(vii) a representation as to whether the shareholder giving the notice or Shareholder Associated Person intends, or is part of a group (whether at, below or above 5% in beneficial ownership) that intends, to (i) deliver a proxy statement and/or form of proxy to holders (including any beneficial owners pursuant to Rule 14b-1 and Rule 14b-2 promulgated under the Exchange Act) of at least the percentage of the Trust’s outstanding shares of beneficial interest that is required to approve or adopt the proposal or elect the nominee, (ii) otherwise solicit proxies or votes from shareholders in support of such nomination or proposal, and/or (iii) solicit proxies or votes in support of trustee nominees other than the Trust’s nominees in accordance with Rule 14a-19 under the Exchange Act, including by soliciting the holders of shares representing at least 67% of the voting power of shares entitled to vote on the election of trustees.

(4)Any shareholder’s notice given pursuant to paragraph (a)(2) of this Section 12 shall, with respect to any Proposed Nominee, be accompanied by a certificate executed by the Proposed Nominee (i) certifying that such Proposed Nominee (a) is not, and will not become, a party to any agreement, arrangement or understanding with any person or entity other than the Trust in connection with service or action as a trustee that has not been disclosed to the Trust and (b) consents to being named as a nominee in any proxy statement and any associated proxy card for the Trust’s next meeting of shareholders for the election of trustees and will serve as a trustee of the Trust if elected, and (c) will comply with all applicable publicly disclosed corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of the Trust; and (ii) attaching a completed Proposed Nominee questionnaire (which questionnaire shall be provided by the Trust, upon request, to the shareholder providing the notice and shall include all information relating to the Proposed Nominee that would be required to be disclosed in connection with the solicitation of proxies for the election of the Proposed Nominee as a trustee in an election contest (even if an election contest is not involved), or would otherwise be required in connection with such solicitation in each case pursuant to Regulation 14A (or any successor provision) under the Exchange Act and the rules thereunder, or would be required pursuant to the rules of any national securities exchange on which any securities of the Trust are listed or over-the-counter market on which any securities of the Trust are traded).

(5)Notwithstanding anything in this subsection (a) of this Section 12 to the contrary, in the event that the number of trustees to be elected to the Board of Trustees is increased effective after the time period for which nominations would otherwise be due under paragraph (a)(2) of this Section 12 and there is no public announcement of such action at least 130 days prior to the first anniversary of the date of the proxy statement (as defined in Section 12(c)(3) of this Article II) for the preceding year’s annual meeting, a shareholder’s notice required by paragraph (a)(2) of this Section 12 shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the secretary at the principal executive office of the Trust not later than 5:00 p.m., Eastern Time, on the tenth day following the day on which such public announcement is first made by the Trust.

(6)For purposes of this Section 12, “Shareholder Associated Person” of any shareholder shall mean (i) any person acting in concert with such shareholder, (ii) any beneficial owner of shares of beneficial interest of the Trust owned of record or beneficially by such shareholder (other than a shareholder that is a depositary) and (iii) any person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such shareholder or Shareholder Associated Person.

(b)Special Meetings of Shareholders. Only such business shall be conducted at a special meeting of shareholders as shall have been brought before the meeting pursuant to the Trust’s notice of meeting. Nominations of individuals for election to the Board of Trustees may be made at a special meeting of shareholders at which trustees are to be elected only (i) by or at the direction of the Board of Trustees or (ii) provided that the special meeting has been called in accordance with Section 3 of this Article II for the purpose of electing trustees, by any shareholder of the Trust who is a shareholder of record both at the time of giving of notice provided for in this Section 12 and at the time of the special meeting, who is entitled to vote at the meeting in the election of each individual so nominated and who has complied with the notice procedures set forth in this Section 12. In the event the Trust calls a special meeting of shareholders for the purpose of electing one or more individuals to the Board of Trustees, any shareholder may nominate an individual or individuals (as the case may be) for election as a trustee as specified in the Trust’s notice of meeting, if (A) the shareholder’s notice, containing the information required by paragraphs (a)(3) and (4) of this Section 12, is delivered to the secretary at the principal executive office of the Trust not earlier than the 120^th day prior to such special meeting and not later than 5:00 p.m., Eastern Time, on the later of the 90^th day prior to such special meeting or the tenth day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Trustees to be elected at such meeting and (B) the shareholder otherwise complies in all respects with the requirements of Section 14 of the Exchange Act, including, without limitation, and to the extent applicable, the requirements of Rule 14a-19 (as such rule and regulation may be amended from time to time by the Securities and Exchange Commission) including any Securities and Exchange Commission staff interpretations related thereto. The public announcement of a postponement or adjournment of a special meeting shall not commence a new time period or extend any time period for the giving of a shareholder’s notice as described above. The number of nominees a shareholder may nominate for election to the Board of Trustees at a special meeting of shareholders pursuant to this Section 12(b) shall not exceed the number of trustees to be elected at such special meeting, and for the avoidance of doubt, no shareholder shall be

entitled to make additional or substitute nominations following the expiration of the time periods set forth in this Section 12(b).

(c)General. (1) If information submitted pursuant to this Section 12 or Section 13 of this Article II, as the case may be, by any shareholder proposing a nominee for election as a trustee or any proposal for other business at a meeting of shareholders shall be inaccurate in any material respect, such information may be deemed not to have been provided in accordance with this Section 12 or Section 13 of this Article II, as the case may be. Any such shareholder shall notify the Trust of any inaccuracy or change in any such information or if its intention to comply with Rule 14a-19 under the Exchange Act, if applicable, has changed (in each case within two Business Days of becoming aware of such inaccuracy or change). A shareholder shall further update and supplement its notice of any proposed nominee for election as a trustee or any proposal for other business to be brought before a meeting (given pursuant to paragraph (a)(2) or paragraph (b) of this Section 12, as applicable), if necessary, so that the information provided or required to be provided in such notice pursuant to this Section 12 shall be true and correct (i) as of the record date for the meeting and (ii) as of the date that is fifteen Business Days prior to the meeting or any adjournment or postponement thereof. Any such update and supplement shall be delivered in writing to the secretary at the principal executive office of the Trust (i) in the case of any update and supplement required to be made as of any record date, not later than five Business Days after such record date for the meeting, and (ii) in the case of any update and supplement required to be made as of fifteen Business Days prior to the date for the meeting or any adjournment or postponement thereof, not later than ten Business Days prior to the meeting or any adjournment or postponement thereof. For the avoidance of doubt, the obligation to update and supplement as set forth in this ‎Section 12(c) or any other section of these Bylaws shall not limit the Trust’s rights with respect to any deficiencies in any shareholder's notice, extend any applicable deadlines under these Bylaws or enable or be deemed to permit a shareholder who has previously submitted a shareholder's notice under these Bylaws to amend or update any proposal or to submit any new proposal, including by changing or adding nominees, matters, business and/or resolutions proposed to be brought before a meeting of shareholders. Upon written request by the secretary or the Board of Trustees, any such shareholder shall provide, within five Business Days of delivery of such request (or such other period as may be specified in such request), (A) written verification, satisfactory, in the discretion of the Board of Trustees or any authorized officer of the Trust, to demonstrate the accuracy of any information submitted by the shareholder pursuant to this Section 12 or Section 13 of this Article II, as the case may be, and (B) a written update of any information (including, if requested by the Trust, written confirmation by such shareholder that it continues to intend to bring such nomination or other business proposal before the meeting) submitted by the shareholder pursuant to this Section 12 or Section 13 of this Article II, as the case may be, as of an earlier date. If a shareholder fails to provide such written verification or written update within such period, the information as to which written verification or a written update was requested may be deemed not to have been provided in accordance with this Section 12 or Section 13 of this Article II, as the case may be.

(2)Except as otherwise provided in any applicable rule or regulation under the Exchange Act, only such individuals who are nominated in accordance with this Section 12 or Section 13 of this Article II, shall be eligible for election by shareholders as trustees, and only such business shall be conducted at a meeting of shareholders as shall have

been brought before the meeting in accordance with this Section 12. The chair of the meeting (and, in advance of any meeting of shareholders, the Board of Trustees) shall have the power to determine whether a nomination or any other business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with this Section 12 and, if any nomination or other business proposed to be brought before the meeting was not made or proposed, as the case may be, in compliance with this Section 12, to declare that such defective nomination or proposal, and any proxies or votes solicited for such nomination or proposal, be disregarded, notwithstanding that such nomination or proposal is set forth in the notice of meeting or other proxy materials and notwithstanding that proxies in respect of such vote may have been received by the Trust.

(3)For purposes of this Section 12, “the date of the proxy statement” shall have the same meaning as “the date of the company’s proxy statement released to shareholders” as used in Rule 14a-8(e) promulgated under the Exchange Act, as interpreted by the Securities and Exchange Commission from time to time. “Public announcement” shall mean disclosure (A) in a press release reported by the Dow Jones News Service, Associated Press, Business Wire, PR Newswire or other widely circulated news or wire service or (B) in a document publicly filed by the Trust with the Securities and Exchange Commission pursuant to the Exchange Act or the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

(4)Notwithstanding anything to the contrary in these Bylaws, except as otherwise determined by the chair of the meeting, if the shareholder giving notice as provided for in this Section 12 does not appear in person or by proxy at such annual or special meeting to present each nominee for election as a trustee or the proposed business, as applicable, such nomination or proposal, and any proxies or votes solicited for such nomination or proposal, shall be disregarded, notwithstanding that such nomination or proposal is set forth in the notice of meeting or other proxy materials and notwithstanding that proxies in respect of such vote may have been received by the Trust.

(5)Without limiting the other provisions and requirements of this Section 12, unless otherwise required by law, if any shareholder (a) provides notice pursuant to Rule 14a-19(b) promulgated under the Exchange Act or includes the information required by Rule 14a-19(b) in a preliminary or definitive proxy statement previously filed by such person (it being understood that such notice or filing shall be in addition to, and not in lieu of, the notices required under these Bylaws) and (b) subsequently notifies the Trust that it no longer intends to comply with Rule 14a-19(a)(2) or Rule 14a-19(a)(3) promulgated under the Exchange Act, fails to comply with the requirements of Rule 14a-19 promulgated under the Exchange Act, or fails to timely provide reasonable evidence sufficient to satisfy the Trust that such shareholder has met the requirements of Rule 14a-19(a)(3) promulgated under the Exchange Act in accordance with the following sentence, then the nomination of each such proposed nominee shall be disregarded, notwithstanding that such nomination is set forth in the notice of meeting or other proxy materials and notwithstanding that proxies or votes in respect of the election of such proposed nominees may have been received by the Trust (and any proxies or votes solicited for such nomination shall be disregarded). If any shareholder provides notice pursuant to Rule 14a-19(b) promulgated under the Exchange Act or includes the information required by Rule 14a-19(b) in a preliminary or definitive proxy statement previously filed by such person, such shareholder shall

deliver to the Trust, no later than five Business Days prior to the applicable meeting, reasonable evidence that it has met the requirements of Rule 14a-19(a)(3) promulgated under the Exchange Act.

(6)Notwithstanding the foregoing provisions of this Section 12, a shareholder shall also comply with all applicable requirements of state and federal law, including the Exchange Act, and the rules and regulations thereunder (including Rule 14a-19) with respect to the matters set forth in this Section 12; provided however, that any references in these Bylaws to the Exchange Act or the rules and regulations promulgated thereunder are not intended to and shall not limit any requirements applicable to nominations or proposals as to any other business to be considered pursuant to this Section 12 (including paragraphs (a)(1)(iii) and (b) of this Section 12), and compliance with paragraphs (a)(1)(iii) and (b) of this Section 12, or Section 13 of this Article II, shall be the exclusive means for a shareholder to make nominations and compliance with paragraph (a)(1)(iii) of this Section 12 shall be the exclusive means for a shareholder to submit other business (other than business brought properly under and in compliance with Rule 14a-8 promulgated under the Exchange Act). Nothing in this Section 12 shall be deemed to affect any rights (a) of shareholders to request inclusion of proposals in, or the right of the Trust to omit a proposal from, the Trust’s proxy statement pursuant to Rule 14a-8 under the Exchange Act, or (b) of the holders of any series of preferred shares of beneficial interest if and to the extent provided for under law, the Declaration of Trust or these Bylaws. Nothing in this Section 12 shall require disclosure of revocable proxies received by the shareholder or Shareholder Associated Person pursuant to a solicitation of proxies after the filing of an effective Schedule 14A by such shareholder or Shareholder Associated Person under Section 14(a) of the Exchange Act.

(7)For purposes of these Bylaws, “Business Day” shall mean any day other than a Saturday, a Sunday or a day on which banking institutions in the State of New York are authorized or obligated by law or executive order to close.

Section 13.SHAREHOLDER NOMINATIONS INCLUDED IN THE TRUST’S PROXY MATERIAL.

(a)Inclusion of Proxy Access Nominees in Proxy Statement. Subject to the provisions of this Section 13, if expressly requested in the relevant Nomination Notice (as defined below), the Trust shall include in its proxy statement for any annual meeting of shareholders: (i) the names of any person or persons nominated for election (each, a “Proxy Access Nominee”), which shall also be included on the Trust’s form of proxy and ballot, by any Eligible Holder (as defined below) or group of up to 20 Eligible Holders that has (individually and collectively, in the case of a group) satisfied, as determined by the Board of Trustees, all applicable conditions and complied with all applicable procedures set forth in this Section 13 (such Eligible Holder or group of Eligible Holders being a “Nominating Shareholder”); (ii) disclosure about each Proxy Access Nominee and the Nominating Shareholder required under the rules of the Securities and Exchange Commission or other applicable law to be included in the proxy statement; (iii) any statement included by the Nominating Shareholder in the Nomination Notice for inclusion in the proxy statement in support of each Proxy Access Nominee’s election to the Board of Trustees (subject, without limitation, to Section 13(e)(2)), if such statement does not exceed 500 words and fully complies with Section 14 of the Exchange

Act and the rules and regulations thereunder, including Rule 14a-9 (the “Supporting Statement”); and (iv) any other information that the Trust or the Board of Trustees determines, in their discretion, to include in the proxy statement relating to the nomination of each Proxy Access Nominee, including, without limitation, any statement in opposition to the nomination, any of the information provided pursuant to this Section 13 and any solicitation materials or related information with respect to a Proxy Access Nominee.

For purposes of this Section 13, any determination to be made by the Board of Trustees may be made by the Board of Trustees, a committee of the Board of Trustees or any officer of the Trust designated by the Board of Trustees or a committee of the Board of Trustees, and any such determination shall be final and binding on the Trust, any Eligible Holder, any Nominating Shareholder, any Proxy Access Nominee and any other person so long as made in good faith (without any further requirements). The chair of any annual meeting of shareholders, in addition to making any other determinations that may be appropriate to the conduct of the meeting, shall have the power and duty to determine whether a Proxy Access Nominee has been nominated in accordance with the requirements of this Section 13 and, if not so nominated, shall direct and declare at the meeting that such Proxy Access Nominee shall not be considered.

(b)Maximum Number of Proxy Access Nominees. (1) The Trust shall not be required to include in the proxy statement for an annual meeting of shareholders more Proxy Access Nominees than that number of Trustees constituting the greater of (i) two or (ii) 20% of the total number of Trustees of the Trust on the last day on which a Nomination Notice may be submitted pursuant to this Section 13 (rounded down to the nearest whole number) (the “Maximum Number”). The Maximum Number for a particular annual meeting shall be reduced by: (i) Proxy Access Nominees who the Board of Trustees itself decides to nominate for election at such annual meeting; (ii) the number of individuals who will be included in the Trust’s proxy materials as nominees recommended by the Board of Trustees pursuant to an agreement, arrangement or other understanding with a shareholder or group of shareholders (other than any such agreement, arrangement or understanding entered into in connection with an acquisition of shares from the Trust by such shareholder or group of shareholders); (iii) Proxy Access Nominees who cease to satisfy, or Proxy Access Nominees of Nominating Shareholders that cease to satisfy, the eligibility requirements in this Section 13, as determined by the Board of Trustees; (iv) Proxy Access Nominees whose nomination is withdrawn by the Nominating Shareholder or who become unwilling to serve on the Board of Trustees; and (v) the number of incumbent Trustees who had been Proxy Access Nominees with respect to any of the preceding two annual meetings of shareholders and whose reelection at the upcoming annual meeting is being recommended by the Board of Trustees. In the event that one or more vacancies for any reason occurs on the Board of Trustees after the deadline for submitting a Nomination Notice as set forth in Section 13(d) below but before the date of the annual meeting, and the Board of Trustees resolves to reduce the size of the board in connection therewith, the Maximum Number shall be calculated based on the number of Trustees in office as so reduced.

(2)If the number of Proxy Access Nominees pursuant to this Section 13 for any annual meeting of shareholders exceeds the Maximum Number then, promptly upon notice from the Trust, each Nominating Shareholder will select one Proxy Access Nominee for inclusion in the proxy statement until the Maximum Number is reached, going in order of the amount (largest to smallest) of the ownership position as disclosed in each Nominating

Shareholder’s Nomination Notice, with the process repeated if the Maximum Number is not reached after each Nominating Shareholder has selected one Proxy Access Nominee. If, after the deadline for submitting a Nomination Notice as set forth in Section 13(d), a Nominating Shareholder or a Proxy Access Nominee ceases to satisfy the eligibility requirements in this Section 13, as determined by the Board of Trustees, a Nominating Shareholder withdraws its nomination or a Proxy Access Nominee becomes unwilling to serve on the Board of Trustees, whether before or after the mailing or other distribution of the definitive proxy statement, then the nomination shall be disregarded, and the Trust: (1) shall not be required to include in its proxy statement or on any ballot or form of proxy the disregarded Proxy Access Nominee or any successor or replacement nominee proposed by the Nominating Shareholder or by any other Nominating Shareholder and (2) may otherwise communicate to its shareholders, including without limitation by amending or supplementing its proxy statement or ballot or form of proxy, that a Proxy Access Nominee will not be included as a nominee in the proxy statement or on any ballot or form of proxy and will not be voted on at the annual meeting.

(c)Eligibility of Nominating Shareholder. (1)An “Eligible Holder” is a person who has either (i) been a record holder of the common shares used to satisfy the eligibility requirements in this Section 13(c) continuously for the three-year period specified in Subsection (2) below or (ii) provides to the secretary of the Trust, within the time period referred to in Section 13(d), evidence of continuous ownership of such shares for such three-year period from one or more securities intermediaries in a form that the Board of Trustees determines would be deemed acceptable for purposes of a shareholder proposal under Rule 14a-8(b)(2) under the Exchange Act (or any successor rule).

(2)An Eligible Holder or group of up to 20 Eligible Holders may submit a nomination in accordance with this Section 13 only if the person or group (in the aggregate) has continuously owned at least the Minimum Number (as defined below) of common shares of the Trust (excluding any common shares of any predecessor of the Trust) throughout the three-year period preceding and including the date of submission of the Nomination Notice, and continues to own at least the Minimum Number through the date of the annual meeting. Two or more funds that are (x) under common management and investment control, (y) under common management and funded primarily by a single employer or (z) a “group of investment companies,” as such term is defined in Section 12(d)(1)(G)(ii) of the Investment Company Act of 1940, as amended, shall be treated as one Eligible Holder if such Eligible Holder shall provide together with the Nomination Notice documentation reasonably satisfactory to the Trust that demonstrates that the funds meet the criteria set forth in (x), (y) or (z) hereof. For the avoidance of doubt, in the event of a nomination by a group of Eligible Holders, any and all requirements and obligations for an individual Eligible Holder that are set forth in this Section 13, including the minimum holding period, shall apply to each member of such group; provided, however, that the Minimum Number shall apply to the ownership of the group in the aggregate. Should any shareholder cease to satisfy the eligibility requirements in this Section 13, as determined by the Board of Trustees, or withdraw from a group of Eligible Holders at any time prior to the annual meeting of shareholders, the group of Eligible Holders shall only be deemed to own the shares held by the remaining members of the group.

(3)The “Minimum Number” of the Trust’s common shares means 3% of the number of outstanding common shares as of the most recent date for which such amount is

given in any filing by the Trust with the Securities and Exchange Commission prior to the submission of the Nomination Notice.

(4)For purposes of this Section 13, an Eligible Holder “owns” only those outstanding shares of the Trust as to which the Eligible Holder possesses both: (A) the full voting and investment rights pertaining to the shares; and (B) the full economic interest in (including the opportunity for profit and risk of loss on) such shares; provided that the number of shares calculated in accordance with clauses (A) and (B) shall not include any shares: (i) purchased or sold by such Eligible Holder or any of its affiliates in any transaction that has not been settled or closed, (ii) sold short by such Eligible Holder, (iii) borrowed by such Eligible Holder or any of its affiliates for any purpose or purchased by such Eligible Holder or any of its affiliates pursuant to an agreement to resell or subject to any other obligation to resell to another person, or (iv) subject to any option, warrant, forward contract, swap, contract of sale, other derivative or similar agreement entered into by such Eligible Holder or any of its affiliates, whether any such instrument or agreement is to be settled with shares or with cash based on the notional amount or value of outstanding shares of the Trust, in any such case which instrument or agreement has, or is intended to have, the purpose or effect of: (x) reducing in any manner, to any extent or at any time in the future, such Eligible Holder’s or any of its affiliates’ full right to vote or direct the voting of any such shares, and/or (y) hedging, offsetting, or altering to any degree, gain or loss arising from the full economic ownership of such shares by such Eligible Holder or any of its affiliates. An Eligible Holder “owns” shares held in the name of a nominee or other intermediary so long as the Eligible Holder retains the right to instruct how the shares are voted with respect to the election of Trustees and possesses the full economic interest in the shares. An Eligible Holder’s ownership of shares shall be deemed to continue during any period in which the Eligible Holder has delegated any voting power by means of a proxy, power of attorney, or other similar instrument or arrangement that is revocable at any time by the Eligible Holder. An Eligible Holder’s ownership of shares shall be deemed to continue during any period in which the Eligible Holder has loaned such shares provided that the Eligible Holder has the power to recall such loaned shares on five Business Days’ notice. The terms “owned,” “owning” and other variations of the word “own” shall have correlative meanings. Whether outstanding shares of the Trust are “owned” for these purposes shall be determined by the Board of Trustees.

(5)No Eligible Holder shall be permitted to be in more than one group constituting a Nominating Shareholder, and if any Eligible Holder appears as a member of more than one group, it shall be deemed to be a member of the group that has the largest ownership position as reflected in the Nomination Notice.

(6)Any Eligible Holder (including each Eligible Holder whose stock ownership is counted for the purposes of qualifying as a group) whose Proxy Access Nominee withdraws, becomes ineligible or does not receive at least 10% of the votes cast for such Proxy Access Nominee at an annual meeting of shareholders will not be eligible to nominate or participate in the nomination of a Proxy Access Nominee pursuant to this Section 13 for the following two annual meetings of shareholders.

(d)Nomination Notice.

To nominate a Proxy Access Nominee, the Nominating Shareholder must, no earlier than 150 days and no later than 120 days before the anniversary of the date that the Trust mailed its proxy statement for the prior year’s annual meeting of shareholders, submit to the secretary of the Trust at the principal executive office of the Trust all of the following information and documents (collectively, the “Nomination Notice”); provided, however, that if (and only if) the annual meeting is not scheduled to be held within a period that commences 30 days before such anniversary date and ends 30 days after such anniversary date (an annual meeting date outside such period being referred to herein as an “Other Meeting Date”), the Nomination Notice shall be given in the manner provided herein by the later of the close of business on the date that is 180 days prior to such Other Meeting Date or the tenth day following the day on which public announcement of the date of such Other Meeting Date is first made:

(i)a Schedule 14N (or any successor form) relating to each Proxy Access Nominee, completed and filed with the Securities and Exchange Commission by the Nominating Shareholder as applicable, in accordance with Securities and Exchange Commission rules;

(ii)a written notice, in a form deemed satisfactory by the Board of Trustees, of the nomination of each Proxy Access Nominee that includes the following additional information, agreements, representations and warranties by the Nominating Shareholder (including each group member): (A) the information required with respect to the nomination of Trustees pursuant to Section 12 of this Article II; (B) the details of any relationship that existed within the past three years and that would have been described pursuant to Item 6(e) of Schedule 14N (or any successor item) if it existed on the date of submission of the Schedule 14N; (C) a representation and warranty that the Nominating Shareholder acquired the securities of the Trust in the ordinary course of business and did not acquire, and is not holding, securities of the Trust for the purpose or with the effect of influencing or changing control of the Trust; (D) a representation and warranty that each Proxy Access Nominee’s candidacy or, if elected, Board of Trustees membership would not violate applicable state or federal law or the rules of any stock exchange on which the Trust’s securities are traded; (E) a representation and warranty that each Proxy Access Nominee: (1) does not have any direct or indirect relationship with the Trust that would cause the Proxy Access Nominee to be considered not independent pursuant to the Trust’s Governance Guidelines as most recently published on its website and otherwise qualifies as independent under the rules of the primary stock exchange on which the common shares of beneficial interest of the Trust are traded; (2) meets the audit committee and compensation committee independence requirements under the rules of the primary stock exchange on which the common shares of beneficial interest of the Trust are traded; (3) is a “non-employee trustee” for the purposes of Rule 16b-3 under the Exchange Act (or any successor rule); (4) is an “outside trustee” for the purposes of Section 162(m) of the Internal Revenue Code (or any successor provision); (5) meets the Trustee qualifications set forth in Article III of these Bylaws; and (6) is not and has not been subject to any event specified in Rule 506(d)(1) of Regulation D (or any successor rule) under the Securities Act of 1933 or Item 401(f) of Regulation S-K (or any successor rule) under the Exchange Act, without reference to whether the event is material to an evaluation of the ability or integrity of such Proxy Access Nominee; (F) a representation and warranty that the Nominating Shareholder satisfies the eligibility requirements set forth in Section 13(c) and has provided evidence of ownership to the extent required by Section 13(c)(1); (G) a representation and warranty that the Nominating Shareholder intends to continue to satisfy

the eligibility requirements described in Section 13(c) through the date of the annual meeting; (H) details of any position of a Proxy Access Nominee as an officer, director or trustee of any competitor (that is, any entity that provides services or engages in business activities that compete with or are alternatives to the services provided or business activities engaged in by the Trust or its affiliates) of the Trust, within the three years preceding the submission of the Nomination Notice; (I) a representation and warranty that the Nominating Shareholder will not engage in a “solicitation” within the meaning of Rule 14a-1(l) (without reference to the exception in Section 14a-1(l)(2)(iv)) (or any successor rules) with respect to the annual meeting, other than with respect to a Proxy Access Nominee or any nominee of the Board of Trustees; (J) a representation and warranty that the Nominating Shareholder will not use any proxy card other than the Trust’s proxy card in soliciting shareholders in connection with the election of a Proxy Access Nominee at the annual meeting; (K) if desired, a Supporting Statement; (L) in the case of a nomination by a group, the designation by all group members of one group member that is authorized to act on behalf of all group members with respect to matters relating to the nomination, including withdrawal of the nomination; and (M) the written consent of each Proxy Access Nominee to being named as a nominee in any proxy statement and any associated proxy card for the Trust’s next meeting of shareholders for the election of trustees and to serving as a trustee if elected;

(iii)an executed agreement, in a form deemed satisfactory by the Board of Trustees, pursuant to which the Nominating Shareholder (including each group member) agrees: (A) to comply with all applicable laws, rules and regulations in connection with the nomination, solicitation and election; (B) to file any written solicitation or other communication with the Trust’s shareholders relating to one or more of the Trust’s Trustees or Trustee nominees or any Proxy Access Nominee with the Securities and Exchange Commission, to the extent that such filing would be required if such communication were made by or on behalf of the Trust; (C) to assume all liability stemming from an action, suit or proceeding concerning any actual or alleged legal or regulatory violation arising out of any communication by the Nominating Shareholder or any of its Proxy Access Nominees with the Trust, its shareholders or any other person in connection with the nomination or election of Trustees, including, without limitation, the Nomination Notice; (D) to indemnify and hold harmless (jointly with all other group members, in the case of a group member) the Trust and each of its Trustees, officers and employees individually against any liability, loss, damages, expenses or other costs (including attorneys’ fees) incurred in connection with any threatened or pending action, suit or proceeding, whether legal, administrative or investigative, against the Trust or any of its Trustees, officers or employees arising out of or relating to any nomination, solicitation or other activity by the Nominating Shareholder in connection with its efforts to elect its Proxy Access Nominees pursuant to this Section 13; (E) in the event that any information included in the Nomination Notice, or any other communication by the Nominating Shareholder (including with respect to any group member), with the Trust, its shareholders or any other person in connection with the nomination or election ceases to be true and accurate in all material respects (or omits a material fact necessary to make the statements made not misleading), or that the Nominating Shareholder (including any group member) has failed to continue to satisfy the eligibility requirements described in Section 13(c), to promptly (and in any event within 48 hours of discovering such misstatement, omission or failure) notify the Trust and any other recipient of such communication of (A) the misstatement or omission in such previously provided information and

of the information that is required to correct the misstatement or omission or (B) such failure; and

(iv)an executed agreement, in a form deemed satisfactory by the Board of Trustees, by each Proxy Access Nominee: (A) to provide to the Trust such other information and certifications, including completion of the Trust’s Trustee questionnaire, as it may reasonably request; (B) at the reasonable request of the Trust’s Corporate Governance and Nominating Committee, to meet with the Corporate Governance and Nominating Committee to discuss matters relating to the nomination of such Proxy Access Nominee to the Board of Trustees, including the information provided by such Proxy Access Nominee to the Trust in connection with his or her nomination and such Proxy Access Nominee’s eligibility to serve as a member of the Board of Trustees; (C) that such Proxy Access Nominee has read and agrees, if elected, to serve as a member of the Board of Trustees, to adhere to the Trust’s Governance Guidelines, Code of Business Conduct and Ethics, and any other Trust policies and guidelines applicable to Trustees; and (D) that such Proxy Access Nominee is not and will not become a party to (i) any compensatory, payment or other financial agreement, arrangement or understanding with any person or entity in connection with his or her nomination, service or action as a Trustee of the Trust that has not been disclosed to the Trust, (ii) any agreement, arrangement or understanding with any person or entity as to how such Proxy Access Nominee would vote or act on any issue or question as a Trustee (a “Voting Commitment”) that has not been disclosed to the Trust or (iii) any Voting Commitment that could limit or interfere with such Proxy Access Nominee’s ability to comply, if elected as a Trustee of the Trust, with its fiduciary duties under applicable law.

The information and documents required by this Section 13(d) to be provided by the Nominating Shareholder shall be: (i) provided with respect to and executed by each group member, in the case of information applicable to group members; and (ii) provided with respect to the persons specified in Instruction 1 to Items 6(c) and (d) of Schedule 14N (or any successor item) in the case of a Nominating Shareholder or group member that is an entity. The Nomination Notice shall be deemed submitted on the date on which all the information and documents referred to in this Section 13(d) (other than such information and documents contemplated to be provided after the date the Nomination Notice is provided) have been delivered to or, if sent by mail, received by the secretary of the Trust.

(e)Exceptions. (1) Notwithstanding anything to the contrary contained in this Section 13, the Trust may omit from its proxy statement any Proxy Access Nominee and any information concerning such Proxy Access Nominee (including a Nominating Shareholder’s Supporting Statement) and no vote on such Proxy Access Nominee will occur (notwithstanding that such nomination is set forth in the notice of the meeting or other proxy materials and notwithstanding that proxies in respect of such vote may have been received by the Trust), and the Nominating Shareholder may not, after the last day on which a Nomination Notice would be timely, cure in any way any defect preventing the nomination of such Proxy Access Nominee, if: (i) the Trust receives a notice pursuant to Section 12 of this Article II that a shareholder intends to nominate a candidate for Trustee at the annual meeting, whether or not such notice is subsequently withdrawn or made the subject of a settlement with the Trust; (ii) the Nominating Shareholder or the designated lead group member, as applicable, or any qualified representative thereof, does not appear at the meeting of shareholders to present the nomination submitted

pursuant to this Section 13, the Nominating Shareholder withdraws its nomination or the chair of the annual meeting declares that such nomination was not made in accordance with the procedures prescribed by this Section 13 and shall therefore be disregarded; (iii) the Board of Trustees determines that such Proxy Access Nominee’s nomination or election to the Board of Trustees would result in the Trust violating or failing to be in compliance with the Declaration of Trust, these Bylaws or any applicable law, rule or regulation to which the Trust is subject, including any rules or regulations of the primary stock exchange on which the common shares of beneficial interest of the Trust are traded; (iv) such Proxy Access Nominee was nominated for election to the Board of Trustees pursuant to this Section 13 at one of the Trust’s two preceding annual meetings of shareholders and either withdrew or became ineligible or received a vote of less than 25% of the votes cast in favor of such Proxy Access Nominee; (v) such Proxy Access Nominee has been, within the past three years, an officer or director of a competitor, as defined for purposes of Section 8 of the Clayton Antitrust Act of 1914, as amended; (vi) the Trust is notified, or the Board of Trustees determines, that the Nominating Shareholder or the Proxy Access Nominee has failed to continue to satisfy the eligibility requirements described in Section 13(c), any of the representations and warranties made in the Nomination Notice ceases to be true and accurate in all material respects (or omits a material fact necessary to make the statements made not misleading), such Proxy Access Nominee becomes unwilling or unable to serve on the Board of Trustees or any material violation or breach occurs of the obligations, agreements, representations or warranties of the Nominating Shareholder or such Proxy Access Nominee under this Section 13;

(2)Notwithstanding anything to the contrary contained in this Section 13, the Trust may omit from its proxy statement, or may supplement or correct, any information, including all or any portion of the Supporting Statement or any other statement in support of a Proxy Access Nominee included in the Nomination Notice, if the Board of Trustees determines that: (i) such information is not true in all material respects or omits a material statement necessary to make the statements made not misleading; (ii) such information directly or indirectly impugns the character, integrity or personal reputation of, or directly or indirectly makes charges concerning improper, illegal or immoral conduct or associations, without factual foundation, with respect to, any person; or (iii) the inclusion of such information in the proxy statement would otherwise violate the Securities and Exchange Commission proxy rules or any other applicable law, rule or regulation.

The Trust may solicit against, and include in the proxy statement its own statement relating to, any Proxy Access Nominee.

Section 14.CONTROL SHARE ACQUISITION ACT. Notwithstanding any other provision of the Declaration of Trust or these Bylaws, Title 3, Subtitle 7 of the Maryland General Corporation Law, or any successor statute (the “MGCL”), shall not apply to any acquisition by any person of shares of beneficial interest of the Trust. This section may be repealed, in whole or in part, at any time, whether before or after an acquisition of control shares and, upon such repeal, may, to the extent provided by any successor bylaw, apply to any prior or subsequent control share acquisition.

Section 15.SHAREHOLDERS’ CONSENT IN LIEU OF MEETING. Any action required or permitted to be taken at any meeting of shareholders may be taken without a meeting

(a) if a unanimous consent setting forth the action is given in writing or by electronic transmission by each shareholder entitled to vote on the matter and filed with the minutes of proceedings of the shareholders or (b) if the action is advised, and submitted to the shareholders for approval, by the Board of Trustees and a consent in writing or by electronic transmission of shareholders entitled to cast not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting of shareholders is delivered to the Trust in accordance with the Maryland REIT Law or the other applicable provisions of the Corporations and Associations Article of the Annotated Code of Maryland (collectively, the “MRL”). The Trust shall give notice of any action taken by less than unanimous consent to each shareholder not later than ten days after the effective time of such action.

Article III

TRUSTEES

Section 1.GENERAL POWERS. The business and affairs of the Trust shall be managed under the direction of its Board of Trustees.

Section 2.NUMBER, TENURE, QUALIFICATIONS AND RESIGNATION. At any regular meeting or at any special meeting called for that purpose, a majority of the entire Board of Trustees may establish, increase or decrease the number of trustees, provided that the number thereof shall never be less than the minimum number required by the MRL, nor more than 15, and further provided that the tenure of office of a trustee shall not be affected by any decrease in the number of trustees. In case of failure to elect trustees at the designated time, the trustees holding over shall continue to serve as trustees until their successors are elected and qualify. Any trustee of the Trust may resign at any time by delivering his or her resignation to the Board of Trustees, the chair of the board or the secretary. Any resignation shall take effect immediately upon its receipt or at such later time specified in the resignation. The acceptance of a resignation shall not be necessary to make it effective unless otherwise stated in the resignation.

Section 3.ANNUAL AND REGULAR MEETINGS. An annual meeting of the Board of Trustees shall be held immediately after and at the same place as the annual meeting of shareholders, no notice other than this Bylaw being necessary. In the event such meeting is not so held, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board of Trustees. The Board of Trustees may provide, by resolution, the time and place of regular meetings of the Board of Trustees without other notice than such resolution.

Section 4.SPECIAL MEETINGS. Special meetings of the Board of Trustees may be called by or at the request of the chair of the board, the chief executive officer, the president or a majority of the trustees then in office. The person or persons authorized to call special meetings of the Board of Trustees may fix the time and place of any special meeting of the Board of Trustees called by them. The Board of Trustees may provide, by resolution, the time and place for special meetings of the Board of Trustees without other notice than such resolution.

Section 5.NOTICE. Notice of any special meeting of the Board of Trustees shall be delivered personally or by telephone, electronic mail, facsimile transmission, courier or United

States mail to each trustee at his or her business or residence address. Notice by personal delivery, telephone, electronic mail or facsimile transmission shall be given at least 24 hours prior to the meeting. Notice by United States mail shall be given at least three days prior to the meeting. Notice by courier shall be given at least two days prior to the meeting. Telephone notice shall be deemed to be given when the trustee or his or her agent is personally given such notice in a telephone call to which the trustee or his or her agent is a party. Electronic mail notice shall be deemed to be given upon transmission of the message to the electronic mail address given to the Trust by the trustee. Facsimile transmission notice shall be deemed to be given upon completion of the transmission of the message to the number given to the Trust by the trustee and receipt of a completed answer-back indicating receipt. Notice by United States mail shall be deemed to be given when deposited in the United States mail properly addressed, with postage thereon prepaid. Notice by courier shall be deemed to be given when deposited with or delivered to a courier properly addressed. Neither the business to be transacted at, nor the purpose of, any annual, regular or special meeting of the Board of Trustees need be stated in the notice, unless specifically required by statute or these Bylaws.

Section 6.QUORUM. A majority of the trustees shall constitute a quorum for transaction of business at any meeting of the Board of Trustees, provided that, if less than a majority of such trustees is present at such meeting, a majority of the trustees present may adjourn the meeting from time to time without further notice, and provided further that if, pursuant to applicable law, the Declaration of Trust or these Bylaws, the vote of a majority or other percentage of a particular group of trustees is required for action, a quorum must also include a majority or such other percentage of such group.

The trustees present at a meeting which has been duly called and at which a quorum has been established may continue to transact business until adjournment, notwithstanding the withdrawal from the meeting of enough trustees to leave fewer than required to establish a quorum.

Section 7.VOTING. The action of a majority of the trustees present at a meeting at which a quorum is present shall be the action of the Board of Trustees, unless the concurrence of a greater proportion is required for such action by applicable law, the Declaration of Trust or these Bylaws. If enough trustees have withdrawn from a meeting to leave fewer than required to establish a quorum, but the meeting is not adjourned, the action of the majority of that number of trustees necessary to constitute a quorum at such meeting shall be the action of the Board of Trustees, unless the concurrence of a greater proportion is required for such action by applicable law, the Declaration of Trust or these Bylaws.

Section 8.ORGANIZATION. At each meeting of the Board of Trustees, the chair of the board or, in the absence of the chair, the vice chair of the board, if any, shall act as chair of the meeting. In the absence of both the chair and vice chair of the board, the chief executive officer or, in the absence of the chief executive officer, the president or, in the absence of the president, a trustee chosen by a majority of the trustees present, shall act as chair of the meeting. The secretary or, in his or her absence, an assistant secretary of the Trust or, in the absence of the secretary and all assistant secretaries, an individual appointed by the chair of the meeting, shall act as secretary of the meeting.

Section 9.TELEPHONE MEETINGS. Trustees may participate in a meeting by means of a conference telephone or other communications equipment if all persons participating in the meeting can hear each other at the same time. Participation in a meeting by these means shall constitute presence in person at the meeting.

Section 10.CONSENT BY TRUSTEES WITHOUT A MEETING. Any action required or permitted to be taken at any meeting of the Board of Trustees may be taken without a meeting, if a consent in writing or by electronic transmission to such action is given by each trustee and is filed with the minutes of proceedings of the Board of Trustees.

Section 11.VACANCIES. If for any reason any or all the trustees cease to be trustees, such event shall not terminate the Trust or affect these Bylaws or the powers of the remaining trustees hereunder. Except as may be provided by the Board of Trustees in setting the terms of any class or series of preferred shares of beneficial interest, any vacancy on the Board of Trustees may be filled only by a majority of the remaining trustees, even if the remaining trustees do not constitute a quorum. Any trustee elected to fill a vacancy shall serve for the remainder of the full term of the trusteeship in which the vacancy occurred and until a successor is elected and qualifies.

Section 12.COMPENSATION. Trustees shall not receive any stated salary for their services as trustees but, by resolution of the trustees, may receive compensation per year and/or per meeting and/or per visit to real property or other facilities owned or leased by the Trust and for any service or activity they performed or engaged in as trustees. Trustees may be reimbursed for expenses of attendance, if any, at each annual, regular or special meeting of the trustees or of any committee thereof and for their expenses, if any, in connection with each property visit and any other service or activity they perform or engage in as trustees; but nothing herein contained shall be construed to preclude any trustees from serving the Trust in any other capacity and receiving compensation therefor.

Section 13.RELIANCE. Each trustee and officer of the Trust shall, in the performance of his or her duties with respect to the Trust, be entitled to rely on any information, opinion, report or statement, including any financial statement or other financial data, prepared or presented by an officer or employee of the Trust whom the trustee or officer reasonably believes to be reliable and competent in the matters presented, by a lawyer, certified public accountant or other person, as to a matter which the trustee or officer reasonably believes to be within the person’s professional or expert competence, or, with respect to a trustee, by a committee of the Board of Trustees on which the trustee does not serve, as to a matter within its designated authority, if the trustee reasonably believes the committee to merit confidence.

Section 14.RATIFICATION. The Board of Trustees or the shareholders may ratify and make binding on the Trust any action or inaction by the Trust or its officers to the extent that the Board of Trustees or the shareholders could have originally authorized the matter. Moreover, any action or inaction questioned in any shareholders’ derivative proceeding or any other proceeding on the ground of lack of authority, defective or irregular execution, adverse interest of a trustee, officer or shareholder, non-disclosure, miscomputation, the application of improper principles or practices of accounting or otherwise, may be ratified, before or after judgment, by the Board of Trustees or by the shareholders, and if so ratified, shall have the same force and

effect as if the questioned action or inaction had been originally duly authorized, and such ratification shall be binding upon the Trust and its shareholders and shall constitute a bar to any claim or execution of any judgment in respect of such questioned action or inaction.

Section 15.INTERESTED TRUSTEE TRANSACTIONS. Section 2-419 of the MGCL shall be available for and apply to any contract or other transaction between the Trust and any of its trustees or between the Trust and any other trust, corporation, firm or other entity in which any of its trustees is a trustee or director or has a material financial interest.

Section 16.CERTAIN RIGHTS OF TRUSTEES AND OFFICERS. Any trustee or officer, in his or her personal capacity or in a capacity as an affiliate, employee or agent of any other person, or otherwise, may have business interests and engage in business activities similar to, in addition to or in competition with those of or relating to the Trust.

Section 17.EMERGENCY PROVISIONS. Notwithstanding any other provision in the Declaration of Trust or these Bylaws, this Section 17 shall apply during the existence of any catastrophe, or other similar emergency condition, as a result of which a quorum of the Board of Trustees under Article III of these Bylaws cannot readily be obtained (an “Emergency”). During any Emergency, unless otherwise provided by the Boardof Trustees, (i) a meeting of the Board of Trustees or a committee thereof may be called by any trustee or officer by any means feasible under the circumstances; (ii) notice of any meeting of the Board of Trustees during such an Emergency may be given less than 24 hours prior to the meeting to as many trustees and by such means as may be feasible at the time, including publication, television or radio; and (iii) the number of trustees necessary to constitute a quorum shall be one-third of the entire Board of Trustees.

Article IV

COMMITTEES

Section 1.NUMBER, TENURE AND QUALIFICATIONS. The Board of Trustees may appoint from among its members an Executive Committee, an Audit Committee, a Compensation Committee, a Corporate Governance and Nominating Committee and other committees, composed of one or more trustees, to serve at the pleasure of the Board of Trustees.

Section 2.POWERS. The Board of Trustees may delegate to committees appointed under Section 1 of this Article IV any of the powers of the Board of Trustees. Except as may be otherwise provided by the Board of Trustees, any committee may delegate some or all of its power and authority to one or more subcommittees, composed of one or more trustees, as the committee deems appropriate in its sole and absolute discretion.

Section 3.MEETINGS. Notice of committee meetings shall be given in the same manner as notice for special meetings of the Board of Trustees. A majority of the members of the committee shall constitute a quorum for the transaction of business at any meeting of the committee. The act of a majority of the committee members present at a meeting shall be the act of such committee. The Board of Trustees may designate a chair of any committee, and such chair or, in the absence of a chair, any two members of any committee (if there are at least two members of the committee) may fix the time and place of its meeting unless the Board shall

otherwise provide. In the absence of any member of any such committee, the members thereof present at any meeting, whether or not they constitute a quorum, may appoint another trustee to act in the place of such absent member, provided such appointed trustee meets the membership requirements of such committee.

Section 4.TELEPHONE MEETINGS. Members of a committee of the Board of Trustees may participate in a meeting by means of a conference telephone or other communications equipment if all persons participating in the meeting can hear each other at the same time. Participation in a meeting by these means shall constitute presence in person at the meeting.

Section 5.CONSENT BY COMMITTEES WITHOUT A MEETING. Any action required or permitted to be taken at any meeting of a committee of the Board of Trustees may be taken without a meeting, if a consent in writing or by electronic transmission to such action is given by each member of the committee and is filed with the minutes of proceedings of such committee.

Section 6.VACANCIES. Subject to the provisions hereof, the Board of Trustees shall have the power at any time to change the membership of any committee, to fill any vacancy, to designate an alternate member to replace any absent or disqualified member or to dissolve any such committee.

Article V

OFFICERS

Section 1.GENERAL PROVISIONS. The officers of the Trust shall include a president, a secretary and a treasurer and may include a chair of the board, a vice chair of the board, a chief executive officer, one or more vice presidents, a chief operating officer, a chief financial officer, one or more assistant secretaries and one or more assistant treasurers. In addition, the Board of Trustees may from time to time elect such other officers with such powers and duties as it shall deem necessary or desirable. The officers of the Trust shall be elected annually by the Board of Trustees, except that the chief executive officer or president may from time to time appoint one or more vice presidents, assistant secretaries and assistant treasurers or other officers. Each officer shall serve until his or her successor is elected and qualifies or until his or her death, or his or her resignation or removal in the manner hereinafter provided. Any two or more offices except president and vice president may be held by the same person. Election of an officer or agent shall not of itself create contract rights between the Trust and such officer or agent.

Section 2.REMOVAL AND RESIGNATION. Any officer or agent of the Trust may be removed, with or without cause, by the Board of Trustees if in its judgment the best interests of the Trust would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Any officer of the Trust may resign at any time by delivering his or her resignation to the Board of Trustees, the chair of the board, the chief executive officer, the president or the secretary. Any resignation shall take effect immediately upon its receipt or at such later time specified in the resignation. The acceptance of a resignation

shall not be necessary to make it effective unless otherwise stated in the resignation. Such resignation shall be without prejudice to the contract rights, if any, of the Trust.

Section 3.VACANCIES. A vacancy in any office may be filled by the Board of Trustees for the balance of the term.

Section 4.CHIEF EXECUTIVE OFFICER. The Board of Trustees may designate a chief executive officer. The chief executive officer shall have general responsibility for implementation of the policies of the Trust, as determined by the Board of Trustees, and for the management of the business and affairs of the Trust. He or she may execute any deed, mortgage, bond, contract or other instrument, except in cases where the execution thereof shall be expressly delegated by the Board of Trustees or by these Bylaws to some other officer or agent of the Trust or shall be required by law to be otherwise executed; and in general shall perform all duties incident to the office of chief executive officer and such other duties as may be prescribed by the Board of Trustees from time to time.

Section 5.CHIEF OPERATING OFFICER. The Board of Trustees may designate a chief operating officer. The chief operating officer shall have the responsibilities and duties as determined by the Board of Trustees or the chief executive officer.

Section 6.CHIEF FINANCIAL OFFICER. The Board of Trustees may designate a chief financial officer. The chief financial officer shall have the responsibilities and duties as determined by the Board of Trustees or the chief executive officer.

Section 7.CHAIR OF THE BOARD. The Board of Trustees may designate from among its members a chair of the board, who shall not, solely by reason of these Bylaws, be an officer of the Trust. The Board of Trustees may designate the chair of the board as an executive or non-executive chair. The chair of the board shall preside over the meetings of the Board of Trustees. The chair of the board shall perform such other duties as may be assigned to him or her by these Bylaws or the Board of Trustees.

Section 8.PRESIDENT. In the absence of a chief executive officer, the president shall in general supervise and control all of the business and affairs of the Trust. In the absence of a designation of a chief operating officer by the Board of Trustees, the president shall be the chief operating officer. He or she may execute any deed, mortgage, bond, contract or other instrument, except in cases where the execution thereof shall be expressly delegated by the Board of Trustees or by these Bylaws to some other officer or agent of the Trust or shall be required by law to be otherwise executed; and in general shall perform all duties incident to the office of president and such other duties as may be prescribed by the Board of Trustees from time to time.

Section 9.VICE PRESIDENTS. In the absence of the president or in the event of a vacancy in such office, the vice president (or in the event there be more than one vice president, the vice presidents in the order designated at the time of their election or, in the absence of any designation, then in the order of their election) shall perform the duties of the president and when so acting shall have all the powers of and be subject to all the restrictions upon the president; and shall perform such other duties as from time to time may be assigned to such vice president by

the chief executive officer, the president or the Board of Trustees. The Board of Trustees may designate one or more vice presidents as executive vice president, senior vice president, or vice president for particular areas of responsibility.

Section 10.SECRETARY. The secretary shall (a) keep the minutes of the proceedings of the shareholders, the Board of Trustees and committees of the Board of Trustees in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the trust records and of the seal of the Trust; (d) keep a register of the post office address of each shareholder which shall be furnished to the secretary by such shareholder; (e) have general charge of the share transfer books of the Trust; and (f) in general perform such other duties as from time to time may be assigned to him or her by the chief executive officer, the president or the Board of Trustees.

Section 11.TREASURER. The treasurer shall have the custody of the funds and securities of the Trust, shall keep full and accurate accounts of receipts and disbursements in books belonging to the Trust, shall deposit all moneys and other valuable effects in the name and to the credit of the Trust in such depositories as may be designated by the Board of Trustees and in general perform such other duties as from time to time may be assigned to him or her by the chief executive officer, the president or the Board of Trustees. In the absence of a designation of a chief financial officer by the Board of Trustees, the treasurer shall be the chief financial officer of the Trust.

The treasurer shall disburse the funds of the Trust as may be ordered by the Board of Trustees, taking proper vouchers for such disbursements, and shall render to the president and Board of Trustees, at the regular meetings of the Board of Trustees or whenever it may so require, an account of all his or her transactions as treasurer and of the financial condition of the Trust.

Section 12.ASSISTANT SECRETARIES AND ASSISTANT TREASURERS. The assistant secretaries and assistant treasurers, in general, shall perform such duties as shall be assigned to them by the secretary or treasurer, respectively, or by the chief executive officer, the president or the Board of Trustees.

Section 13.COMPENSATION. The compensation of the officers shall be fixed from time to time by or under the authority of the Board of Trustees and no officer shall be prevented from receiving such compensation by reason of the fact that he or she is also a trustee.

Article VI

CONTRACTS, CHECKS AND DEPOSITS

Section 1.CONTRACTS. The Board of Trustees may authorize any officer or agent to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the Trust and such authority may be general or confined to specific instances. Any agreement, deed, mortgage, lease or other document shall be valid and binding upon the Trust when duly authorized or ratified by action of the Board of Trustees and executed by an authorized person.

Section 2.CHECKS AND DRAFTS. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Trust shall be signed by such officer or agent of the Trust in such manner as shall from time to time be determined by the Board of Trustees.

Section 3.DEPOSITS. All funds of the Trust not otherwise employed shall be deposited or invested from time to time to the credit of the Trust as the Board of Trustees, the chief executive officer, the president, the chief financial officer, or any other officer designated by the Board of Trustees may determine.

Article VII

SHARES

Section 1.CERTIFICATES. Except as may be otherwise provided by the Board of Trustees, shareholders of the Trust are not entitled to certificates evidencing the shares of beneficial interest held by them. In the event that the Trust issues shares of beneficial interest evidenced by certificates, such certificates shall be in such form as prescribed by the Board of Trustees or a duly authorized officer, shall contain the statements and information required by the MRL and shall be signed by the officers of the Trust in any manner permitted by the MRL. In the event that the Trust issues shares of beneficial interest without certificates, to the extent then required by the MRL, the Trust shall provide to the record holders of such shares a written statement of the information required by the MRL to be included on share certificates. There shall be no differences in the rights and obligations of shareholders based on whether or not their shares are evidenced by certificates.

Section 2.TRANSFERS. All transfers of shares shall be made on the books of the Trust, by the holder of the shares, in person or by his or her attorney, in such manner as the Board of Trustees or any officer of the Trust may prescribe and, if such shares are certificated, upon surrender of certificates duly endorsed. The issuance of a new certificate upon the transfer of certificated shares is subject to the determination of the Board of Trustees that such shares shall no longer be evidenced by certificates. Upon the transfer of any uncertificated shares the Trust shall provide to the record holders of such shares, to the extent then required by the MRL, a written statement of the information required by the MRL to be included on share certificates.

The Trust shall be entitled to treat the holder of record of any share of beneficial interest as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share or on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise expressly provided by the laws of the State of Maryland.

Notwithstanding the foregoing, transfers of shares of any class or series of beneficial interest will be subject in all respects to the Declaration of Trust and all of the terms and conditions contained therein.

Section 3.REPLACEMENT CERTIFICATE. Any officer of the Trust may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Trust alleged to have been lost, destroyed, stolen or mutilated, upon the making of

an affidavit of that fact by the person claiming the certificate to be lost, destroyed, stolen or mutilated; provided, however, if such shares have ceased to be certificated, no new certificate shall be issued unless requested in writing by such shareholder and the Board of Trustees has determined that such certificates may be issued. Unless otherwise determined by an officer of the Trust, the owner of such lost, destroyed, stolen or mutilated certificate or certificates, or his or her legal representative, shall be required, as a condition precedent to the issuance of a new certificate or certificates, to give the Trust a bond in such sums as it may direct as indemnity against any claim that may be made against the Trust.

Section 4.FIXING OF RECORD DATE. The Board of Trustees may set, in advance, a record date for the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or determining shareholders entitled to receive payment of any dividend or the allotment of any other rights, or in order to make a determination of shareholders for any other proper purpose. Such date, in any case, shall not be prior to the close of business on the day the record date is fixed and shall be not more than 90 days and, in the case of a meeting of shareholders, not less than ten days, before the date on which the meeting or particular action requiring such determination of shareholders of record is to be held or taken.

When a record date for the determination of shareholders entitled to notice of and to vote at any meeting of shareholders has been set as provided in this section, such record date shall continue to apply to the meeting if adjourned or postponed, except if the meeting is adjourned or postponed to a date more than 120 days after the record date originally fixed for the meeting, in which case a new record date for such meeting shall be determined as set forth herein.

Section 5.SHARE LEDGER. The Trust shall maintain at its principal office or at the office of its counsel, accountants or transfer agent, an original or duplicate share ledger containing the name and address of each shareholder and the number of shares of each class held by such shareholder.

Section 6.FRACTIONAL SHARES; ISSUANCE OF UNITS. The Board of Trustees may authorize the Trust to issue fractional shares or authorize the issuance of scrip, all on such terms and under such conditions as it may determine. Notwithstanding any other provision of the Declaration of Trust or these Bylaws, the Board of Trustees may authorize the issuance of units consisting of different securities of the Trust. Any security issued in a unit shall have the same characteristics as any identical securities issued by the Trust, except that the Board of Trustees may provide that for a specified period securities of the Trust issued in such unit may be transferred on the books of the Trust only in such unit.

Article VIII

ACCOUNTING YEAR

The Board of Trustees shall have the power, from time to time, to fix the fiscal year of the Trust by a duly adopted resolution.

Article IX

DISTRIBUTIONS

Section 1.AUTHORIZATION. Dividends and other distributions upon the shares of beneficial interest of the Trust may be authorized by the Board of Trustees, subject to the provisions of law and the Declaration of Trust. Dividends and other distributions may be paid in cash, property or shares of beneficial interest of the Trust, subject to the provisions of law and the Declaration of Trust.

Section 2.CONTINGENCIES. Before payment of any dividends or other distributions, there may be set aside out of any assets of the Trust available for dividends or other distributions such sum or sums as the Board of Trustees may from time to time, in its absolute discretion, think proper as a reserve fund for contingencies, for equalizing dividends, for repairing or maintaining any property of the Trust or for such other purpose as the Board of Trustees shall determine, and the Board of Trustees may modify or abolish any such reserve.

Article X

INVESTMENT POLICY

Subject to the provisions of the Declaration of Trust, the Board of Trustees may from time to time adopt, amend, revise or terminate any policy or policies with respect to investments by the Trust as it shall deem appropriate in its sole discretion.

Article XI

SEAL

Section 1.SEAL. The Board of Trustees may authorize the adoption of a seal by the Trust. The seal shall contain the name of the Trust and the year of its formation and the words “Formed in Maryland.” The Board of Trustees may authorize one or more duplicate seals and provide for the custody thereof.

Section 2.AFFIXING SEAL. Whenever the Trust is permitted or required to affix its seal to a document, it shall be sufficient to meet the requirements of any law, rule or regulation relating to a seal to place the word “(SEAL)” adjacent to the signature of the person authorized to execute the document on behalf of the Trust.

Article XII

INDEMNIFICATION AND ADVANCE OF EXPENSES

To the maximum extent permitted by Maryland law in effect from time to time, the Trust shall indemnify and, without requiring a preliminary determination of the ultimate entitlement to indemnification, shall pay or reimburse reasonable expenses in advance of final disposition of a proceeding to (a) any individual who is a present or former trustee or officer of the Trust and who is made or threatened to be made a party to the proceeding by reason of his or her service in that capacity or (b) any individual who, while a trustee or officer of the Trust and at the request

of the Trust, serves or has served as a director, trustee, officer, partner, member or manager of another corporation, real estate investment trust, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise and who is made or threatened to be made a party to the proceeding by reason of his or her service in that capacity. The rights to indemnification and advance of expenses provided by the Declaration of Trust and these Bylaws shall vest immediately upon election of a trustee or officer. The Trust may, with the approval of its Board of Trustees, provide such indemnification and advance for expenses to an individual who served a predecessor of the Trust in any of the capacities described in (a) or (b) above and to any employee or agent of the Trust or a predecessor of the Trust. The indemnification and payment or reimbursement of expenses provided in these Bylaws shall not be deemed exclusive of or limit in any way other rights to which any person seeking indemnification or payment or reimbursement of expenses may be or may become entitled under any bylaw, resolution, insurance, agreement or otherwise.

Neither the amendment nor repeal of this Article XII, nor the adoption or amendment of any other provision of the Declaration of Trust or these Bylaws inconsistent with this Article, shall apply to or affect in any respect the applicability of the preceding paragraph of this Article XII with respect to any act or failure to act that occurred prior to such amendment, repeal or adoption.

Article XIII

WAIVER OF NOTICE

Whenever any notice of a meeting is required to be given pursuant to the Declaration of Trust or these Bylaws or pursuant to applicable law, a waiver thereof in writing or by electronic transmission, given by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Neither the business to be transacted at nor the purpose of any meeting need be set forth in the waiver of notice of such meeting, unless specifically required by statute. The attendance of any person at any meeting shall constitute a waiver of notice of such meeting, except where such person attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting has not been lawfully called or convened.

Article XIV

EXCLUSIVE FORUM FOR CERTAIN LITIGATION

Unless the Trust consents in writing to the selection of an alternative forum, and to the fullest extent permitted by law, the Circuit Court for Baltimore City, Maryland, or, if that Court does not have jurisdiction, the United States District Court for the District of Maryland, Baltimore Division, shall be the sole and exclusive forum for (a) any derivative action or proceeding brought in the right or on behalf of the Trust, (b) any action asserting a claim of breach of any duty owed by any trustee, officer, other employee, or agent of the Trust to the Trust or to the shareholders of the Trust, (c) any action asserting a claim against the Trust or any trustee, officer, other employee, or agent of the Trust arising pursuant to any provision of the

MRL, the Declaration of Trust or these Bylaws, or (d) any action asserting a claim against the Trust or any trustee or officer or other employee of the Trust that is governed by the internal affairs doctrine. In the event that any action or proceeding described in this Article XIV is pending in the Circuit Court for Baltimore City, Maryland, any shareholder that is a party to such action, proceeding or claim shall cooperate in seeking to have the action or proceeding assigned to the Business & Technology Case Management Program.

Article XV

AMENDMENT OF BYLAWS

These Bylaws may be amended, altered or repealed, and new Bylaws adopted, by the Board of Trustees or by the affirmative vote of holders of shares of the Company representing not less than a majority of all the votes entitled to be cast on the matter.

Article XVI

MISCELLANEOUS

All references to the Declaration of Trust shall include all amendments and supplements thereto and any other documents filed with and accepted for record by the State Department of Assessments and Taxation related thereto.

Article XVII

SEVERABILITY

If any provision of these Bylaws shall be held invalid or unenforceable in any respect, such holding shall apply only to the extent of any such invalidity or unenforceability and shall not in any manner affect, impair or render invalid or unenforceable any other provision of these Bylaws in any jurisdiction.

EX-3.5

EXHIBIT 3.5

JBG SMITH PROPERTIES

SECOND AMENDED AND RESTATED

BYLAWS

ARTICLE I

OFFICES

SECTION 1. PRINCIPAL OFFICE. The principal office of the Trust in the State of Maryland shall be located at such place as the Board of Trustees may designate.

SECTION 2. ADDITIONAL OFFICES. The Trust may have additional offices, including a principal executive office, at such places as the Board of Trustees may from time to time determine or the business of the Trust may require.

ARTICLE II

MEETINGS OF SHAREHOLDERS

SECTION 1. PLACE. All meetings of shareholders shall be held at the principal executive office of the Trust or at such other place as shall be set in accordance with these Bylaws and stated in the notice of the meeting. If authorized by the Board of Trustees, and subject to applicable provisions of Maryland law and any guidelines and procedures that the Board of Trustees may adopt, shareholders not physically present in person or by proxy at a meeting of shareholders may, by electronic transmission by and to the Trust, including by electronic video screen communication, participate in a meeting of shareholders, be deemed present in person or by proxy, and vote at a meeting of shareholders whether that meeting is to be held at a designated place or in whole or in part by means of electronic transmission by and to the Trust or by electronic video screen communication.

SECTION 2. ANNUAL MEETING. An annual meeting of shareholders for the election of trustees and the transaction of any business within the powers of the Trust shall be held on the date and at the time and place set by the Board of Trustees.

SECTION 3. SPECIAL MEETINGS.

(a)General. Each of the chairman chair of the board, chief executive officer, president and a majority of the Board of Trustees then in office may call a special meeting of shareholders. Except as provided in subsection (b)(4) of this Section 3, a special meeting of shareholders shall be held on the date and at the time and place set by the person or persons callingchair of the board, chief executive officer, president or a majority of the Board of Trustees then in office, whoever has called the meeting. Subject to subsection (b) of this Section 3, a special meeting of shareholders shall also be called by the secretary of the Trust to act on any matter that may properly be considered at a meeting of shareholders upon the written request of

shareholders entitled to cast not less than a majority of all the votes entitled to be cast on such matter at such meeting.

(b) Shareholder-Requested Special Meetings.

(1)Any shareholder of record seeking to have shareholders request a special meeting shall, by sending written notice to the secretary (the “Record Date Request Notice”) by registered mail, return receipt requested, request the Board of Trustees to fix a record date to determine the shareholders entitled to request a special meeting (the “Request Record Date”). The Record Date Request Notice shall set forth the purpose of the meeting and the matters proposed to be acted on at it, shall be signed by one or more shareholders of record as of the date of signature (or their agents duly authorized in a writing accompanying the Record Date Request Notice), shall bear the date of signature of each such shareholder (or such agent) and shall set forth all information relating to each such shareholder and each matter proposed to be acted on at the meeting that would be required to be disclosed in connection with the solicitation of proxies for the election of trustees in an election contest (even if an election contest is not involved), or would otherwise be required in connection with such a solicitation, in each case pursuant to Regulation 14A (or any successor provision) under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”). Upon receiving the Record Date Request Notice, the Board of Trustees may fix a Request Record Date. The Request Record Date shall not precede and shall not be more than ten days after the close of business on the date on which the resolution fixing the Request Record Date is adopted by the Board of Trustees. If the Board of Trustees, within ten days after the date on which a valid Record Date Request Notice is received, fails to adopt a resolution fixing the Request Record Date, the Request Record Date shall be the close of business on the tenth day after the first date on which a Record Date Request Notice is received by the secretary.

(2)In order for any shareholder to request a special meeting to act on any matter that may properly be considered at a meeting of shareholders, one or more written requests for a special meeting (collectively, the “Special Meeting Request”) signed by shareholders of record (or their agents duly authorized in a writing accompanying the request) as of the Request Record Date entitled to cast not less than a majority of all of the votes entitled to be cast on such matter at such meeting (the “Special Meeting Percentage”) shall be delivered to the secretary. In addition, the Special Meeting Request shall (a) set forth the purpose of the meeting and the matters proposed to be acted on at it (which shall be limited to those lawful matters set forth in the Record Date Request Notice received by the secretary), (b) bear the date of signature of each such shareholder (or such agent) signing the Special Meeting Request, (c) set forth (i) the name and address, as they appear in the Trust’s books, of each shareholder signing such request (or on whose behalf the Special Meeting Request is signed), (ii) the class, series and number of all shares of the Trust which are owned (beneficially or of record) by each such shareholder and (iii) the nominee holder for, and number of, shares of the Trust owned beneficially but not of record by such shareholder, (d) be sent to the secretary by registered mail, return receipt requested, and (e) be received by the secretary within 60 days after the Request Record Date. Any requesting shareholder (or agent duly authorized in a writing accompanying the revocation of the Special Meeting Request) may revoke his, her or its request for a special meeting at any time by written revocation delivered to the secretary.

(3)The secretary shall inform the requesting shareholders of the reasonably estimated cost of preparing and mailing or delivering the notice of the meeting (including the Trust’s proxy materials). The secretary shall not be required to call a special meeting upon shareholder request and such meeting shall not be held unless, in addition to the documents required by paragraph (2) of this Section 3(b), the secretary receives payment of such reasonably estimated cost prior to the preparation and mailing or delivery of such notice of the meeting.

(4)In the case of any special meeting called by the secretary upon the request of shareholders (a “Shareholder-Requested Meeting”), such meeting shall be held at such place, date and time as may be designated by the Board of Trustees; provided, however, that the date of any Shareholder-Requested Meeting shall be not more than 90 days after the record date for such meeting (the “Meeting Record Date”); and provided further that if the Board of Trustees fails to designate, within ten days after the date that a valid Special Meeting Request is actually received by the secretary (the “Delivery Date”), a date and time for a Shareholder-Requested Meeting, then such meeting shall be held at 2:00 p.m., local time, on the 90th day after the Meeting Record Date or, if such 90th day is not a business dayBusiness Day, on the first preceding business dayBusiness Day; and provided further that in the event that the Board of Trustees fails to designate a place for a Shareholder-Requested Meeting within ten days after the Delivery Date, then such meeting shall be held at the principal executive office of the Trust. In fixing a date for a Shareholder-Requested Meeting, the Board of Trustees may consider such factors as it deems relevant, including, without limitation, the nature of the matters to be considered, the facts and circumstances surrounding any request for the meeting and any plan of the Board of Trustees to call an annual meeting or a special meeting. In the case of any Shareholder-Requested Meeting, if the Board of Trustees fails to fix a Meeting Record Date that is a date within 30 days after the Delivery Date, then the close of business on the 30th day after the Delivery Date shall be the Meeting Record Date. The Board of Trustees may revoke the notice for any Shareholder-Requested Meeting in the event that the requesting shareholders fail to comply with the provisions of paragraph (3) of this Section 3(b). Notwithstanding anything to the contrary in these Bylaws, the Board of Trustees may submit its own proposal or proposals for consideration at any such Shareholder-Requested Meeting.

(5)If written revocations of the Special Meeting Request have been delivered to the secretary and the result is that shareholders of record (or their agents duly authorized in writing), as of the Request Record Date, entitled to cast less than the Special Meeting Percentage have delivered, and not revoked, requests for a special meeting on the matter to the secretary: (i) if the notice of meeting has not already been delivered, the secretary shall refrain from delivering the notice of the meeting and send to all requesting shareholders who have not revoked such requests written notice of any revocation of a request for a special meeting on the matter, or (ii) if the notice of meeting has been delivered and if the secretary first sends to all requesting shareholders who have not revoked requests for a special meeting on the matter written notice of any revocation of a request for the special meeting and written notice of the Trust’s intention to revoke the notice of the meeting or for the chairmanchair of the meeting to adjourn the meeting without action on the matter, (A) the secretary may revoke the notice of the meeting at any time before ten days before the commencement of the meeting or (B) the chairmanchair of the meeting may call the meeting to order and adjourn the meeting without

acting on the matter. Any request for a special meeting received after a revocation by the secretary of a notice of a meeting shall be considered a request for a new special meeting.

(6)The chairmanchair of the board, chief executive officer, president or Board of Trustees may appoint regionally or nationally recognized independent inspectors of elections to act as the agent of the Trust for the purpose of promptly performing a ministerial review of the validity of any purported Special Meeting Request received by the secretary. For the purpose of permitting the inspectors to perform such review, no such purported Special Meeting Request shall be deemed to have been received by the secretary until the earlier of (i) five business daysBusiness Days after actual receipt by the secretary of such purported request and (ii) such date as the independent inspectors certify to the Trust that the valid requests received by the secretary represent, as of the Request Record Date, shareholders of record entitled to cast not less than the Special Meeting Percentage. Nothing contained in this paragraph (6) shall in any way be construed to suggest or imply that the Trust or any shareholder shall not be entitled to contest the validity of any request, whether during or after such five business dayBusiness Day period, or to take any other action (including, without limitation, the commencement, prosecution or defense of any litigation with respect thereto, and the seeking of injunctive relief in such litigation).

SECTION 4. NOTICE. Not less than ten nor more than 90 days before each meeting of shareholders, the secretary shall give, or cause to be given, to each shareholder entitled to vote at such meeting and to each shareholder not entitled to vote who is entitled to notice of the meeting notice in writing or by electronic transmission stating the time and place of the meeting and, in the case of a special meeting or as otherwise may be required by any statute, the purpose for which the meeting is called, by mail, by presentingproviding it to such shareholder personally, by leaving it at the shareholder’s residence or usual place of business or by any other means permitted by Maryland law. If mailed, such notice shall be deemed to be given when deposited in the United States mail addressed to the shareholder at the shareholder’s address as it appears on the records of the Trust, with postage thereon prepaid. If transmitted electronically, such notice shall be deemed to be given when transmitted to the shareholder by an electronic transmission to any address or number of the shareholder at which the shareholder receives electronic transmissions. The Trust may give a single notice to all shareholders who share an address, which single notice shall be effective as to any shareholder at such address, unless such shareholder objects to receiving such single notice or revokes a prior consent to receiving such single notice. Failure to give notice of any meeting to one or more shareholders, or any irregularity in such notice, shall not affect the validity of any meeting fixed in accordance with this Article II or the validity of any proceedings at any such meeting.

Subject to Section 12(a) of this Article II, any business of the Trust may be transacted at an annual meeting of shareholders without being specifically designated in the notice, except such business as is required by any statute to be stated in such notice. No business shall be transacted at a special meeting of shareholders except as specifically designated in the notice. The Trust may postpone or cancel a meeting of shareholders by making a “public announcement” (as defined in Section 12(c)(3) of this Article II) of such postponement or cancellation prior to the meeting. Notice of the date, time and place to which the meeting is postponed shall be given not less than ten days prior to such date and otherwise in the manner set forth in this section.

SECTION 5. ORGANIZATION AND CONDUCT. Every meeting of shareholders shall be conducted by an individual appointed by the Board of Trustees to be chairmanchair of the meeting or, in the absence of such appointment or appointed individual, by the chairmanchair of the board or, in the case of a vacancy in the office or absence of the chairmanchair of the board, by one of the following officers present at the meeting in the following order: the vice chairmanchair of the board, if there is one, the chief executive officer, the president, the vice presidents in their order of rank and seniority, the secretary or, in the absence of such officers, a chairmanchair chosen by the shareholders by the vote of a majority of the votes cast at the meeting by shareholders present in person or by proxy. The secretary or, in the secretary’s absence, an assistant secretary, or, in the absence of both the secretary and assistant secretaries, an individual appointed by the Board of Trustees or, in the absence of such appointment, an individual appointed by the chairmanchair of the meeting shall act as secretary. In the event that the secretary presides at a meeting of shareholders, an assistant secretary or, in the absence of all assistant secretaries, an individual appointed by the Board of Trustees or the chairmanchair of the meeting, shall record the minutes of the meeting. The order of business and all other matters of procedure at any meeting of shareholders shall be determined by the chairmanchair of the meeting. The chairmanchair of the meeting may prescribe such rules, regulations and procedures and take such action as, in the discretion of the chairmanchair and without any action by the shareholders, are appropriate for the proper conduct of the meeting, including, without limitation, (a) restricting admission to the time set for the commencement of the meeting; (b) limiting attendance at the meeting to shareholders of record of the Trust, their duly authorized proxies and such other individuals as the chairmanchair of the meeting may determine; (c) limiting participation at the meeting on any matter to shareholders of record of the Trust entitled to vote on such matter, their duly authorized proxies and other such individuals as the chairmanchair of the meeting may determine; (d) limiting the time allotted to questions or comments; (e) determining when and for how long the polls should be opened and when the polls should be closed; (f) maintaining order and security at the meeting; (g) removing any shareholder or any other individual who refuses to comply with meeting procedures, rules or guidelines as set forth by the chairmanchair of the meeting; (h) concluding a meeting or recessing or adjourning the meeting, whether or not a quorum is present, to a later date and time and at a place announced at the meeting; and (i) complying with any state and local laws and regulations concerning safety and security. Unless otherwise determined by the chairmanchair of the meeting, meetings of shareholders shall not be required to be held in accordance with the rules of parliamentary procedure.

SECTION 6. QUORUM. At any meeting of shareholders, the presence in person or by proxy of shareholders entitled to cast a majority of all the votes entitled to be cast at such meeting on any matter shall constitute a quorum; but this section shall not affect any requirement under any statute or the Declaration of Trust of the Trust (the “Declaration of Trust”) for the vote necessary for the approval of any matter. If such quorum is not established at any meeting of the shareholders, the chairmanchair of the meeting may adjourn the meeting sine die or from time to time to a date not more than 120 days after the original record date without notice other than announcement at the meeting. At such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified.

The shareholders present either in person or by proxy, at a meeting which has been duly called and at which a quorum has been established, may continue to transact business until adjournment, notwithstanding the withdrawal from the meeting of enough shareholders to leave fewer than would be required to establish a quorum.

SECTION 7. VOTING. A nominee for election as a trustee shall be elected as a trustee only if such nominee receives the affirmative vote of a majority of the votes cast for and against such nominee at a meeting of shareholders duly called and at which a quorum is present. However, trustees shall be elected by a plurality of all votes cast at a meeting of shareholders duly called and at which a quorum is present for which (i) the secretary of the Trust receives notice pursuant to these Bylaws that a shareholder intends to nominate an individualone or more individuals for election as a trustee in compliance with the requirements of advance notice of shareholder nominees for trustee set forth in Article II, Section 12 of these Bylawsto the Board of Trustees, and (ii) such proposed nomination has not been withdrawn by such shareholder on or prior to the close of business on the tenth day preceding the date of filing of the definitive proxy statement of the Trust with the Securities and Exchange Commission for such meeting, and, as a result of which, the number of nominees is greater than the number of trustees to be elected at the meeting. Each share may be voted for as many individuals as there are trustees to be elected and for whose election the share is entitled to be voted. A majority of the votes cast at a meeting of shareholders duly called and at which a quorum is present shall be sufficient to approve any other matter which may properly come before the meeting, unless more than a majority of the votes cast is required by statute or by the Declaration of Trust. If trustees are to be elected by a plurality of all votes cast at a meeting, shareholders shall not be permitted to vote against a nominee for election to the Board of Trustees. Unless otherwise provided by statute or by the Declaration of Trust, each outstanding share of beneficial interest, regardless of class, entitles the holder thereof to cast one vote on each matter submitted to a vote at a meeting of shareholders. Voting on any question or in any election may be viva voce unless the chairmanchair of the meeting shall order that voting be by ballot or otherwise.

SECTION 8. PROXIES. A holder of record of shares of beneficial interest of the Trust may cast votes in person or by proxy executed by the shareholder or by the shareholder’s duly authorized agent in any manner permitted by law. Such proxy or evidence of authorization of such proxy shall be filed with the secretary of the Trust before or at the meeting. No proxy shall be valid more than eleven months after its date unless otherwise provided in the proxy. Any shareholder directly or indirectly soliciting proxies from other shareholders must use a proxy card color other than white, which shall be reserved for exclusive use by the Board of Trustees.

SECTION 9. VOTING OF SHARES BY CERTAIN HOLDERS. Shares of beneficial interest of the Trust registered in the name of a corporation, limited liability company, partnership, joint venture, trust or other entity, if entitled to be voted, may be voted by the president or a vice president, managing member, manager, general partner or trustee thereof, as the case may be, or a proxy appointed by any of the foregoing individuals, unless some other person who has been appointed to vote such shares pursuant to a bylaw or a resolution of the governing body of such corporation or other entity or agreement of the partners of a partnership presents a certified copy of such bylaw, resolution or agreement, in which case such person may vote such shares. Any trustee or fiduciary, in such capacity, may vote shares of beneficial interest registered in such trustee’s or fiduciary’s name, either in person or by proxy.

Shares of beneficial interest of the Trust directly or indirectly owned by it shall not be voted at any meeting and shall not be counted in determining the total number of outstanding shares entitled to be voted at any given time, unless they are held by it in a fiduciary capacity, in which case they may be voted and shall be counted in determining the total number of outstanding shares at any given time.

The Board of Trustees may adopt by resolution a procedure by which a shareholder may certify in writing to the Trust that any shares of beneficial interest registered in the name of the shareholder are held for the account of a specified person other than the shareholder. The resolution shall set forth the class of shareholders who may make the certification, the purpose for which the certification may be made, the form of certification and the information to be contained in it; if the certification is with respect to a record date, the time after the record date within which the certification must be received by the Trust; and any other provisions with respect to the procedure which the Board of Trustees considers necessary or desirable. On receipt by the Trust of such certification, the person specified in the certification shall be regarded as, for the purposes set forth in the certification, the holder of record of the specified shares of beneficial interest in place of the shareholder who makes the certification.

SECTION 10. INSPECTORS. The Board of Trustees or the chairmanchair of the meeting may appoint, before or at the meeting, one or more inspectors for the meeting and any successor to the inspector. Except as otherwise provided by the chairmanchair of the meeting, the inspectors, if any, shall (i) determine the number of shares of beneficial interest represented at the meeting in person or by proxy and the validity and effect of proxies, (ii) receive and tabulate all votes, ballots or consents, (iii) report such tabulation to the chairmanchair of the meeting, (iv) hear and determine all challenges and questions arising in connection with the right to vote, and (v) do such acts as are proper to fairly conduct the election or vote. Each such report shall be in writing and signed by the inspector or by a majority of them if there is more than one inspector acting at such meeting. If there is more than one inspector, the report of a majority shall be the report of the inspectors. The report of the inspector or inspectors on the number of shares represented at the meeting and the results of the voting shall be prima facie evidence thereof.

SECTION 11. REPORTS TO SHAREHOLDERS. The president or some other executive officer designated by the Board of Trustees shall prepare annually a full and correct statement of the affairs of the Trust, which shall include a balance sheet and a financial statement of operations for the preceding fiscal year. The statement of affairs shall be submitted at the annual meeting of the shareholders and, within 20 days after the annual meeting of shareholders, placed on file at the principal office of the Trust.

SECTION 12. ADVANCE NOTICE OF SHAREHOLDER NOMINEES FOR TRUSTEE AND OTHER SHAREHOLDER PROPOSALS.

(a)Annual Meetings of Shareholders.

(1)Nominations of individuals for election to the Board of Trustees and the proposal of other business to be considered by the shareholders may be made at an annual meeting of shareholders (i) pursuant to the Trust’s notice of meeting, (ii) by or at the

direction of the Board of Trustees, (iii) by any shareholder of the Trust who was a shareholder of record both at the time of giving of notice by the shareholder as provided for in this Section 12 and at the time of the annual meeting, who is entitled to vote at the meeting in the election of each individual so nominated or on any such other business and who has complied with the procedures set forth in this Section 12 or (iv) pursuant tosolely with respect to nominations of individuals for election to the Board of Trustees, by an Eligible Holder (as defined in Section 13(c) of this Article II) in compliance with Section 13 of this Article II of these Bylaws.

(2)For any nomination or other business to be properly brought before an annual meeting by a shareholder pursuant to clause (iii) of paragraph (a)(1) of this Section 12, the shareholder must have (a) given timely notice thereof in writing to the secretary of the Trust and any such other business must otherwise be a proper matter for action by the shareholders and (b) complied in all respects with the requirements of Section 14 of the Exchange Act, including, without limitation, and to the extent applicable, the requirements of Rule 14a-19 (as such rule and regulation may be amended from time to time by the Securities and Exchange Commission) including any Securities and Exchange Commission staff interpretations related thereto. To be timely, such shareholder’s notice shall set forth all information required under this Section 12 and shall be delivered to the secretary at the principal executive office of the Trust not earlier than the 150^th day nor later than 5:00 p.m., Eastern Time, on the 120^th day prior to the first anniversary of the date of the proxy statement (as defined in Section 12(c)(3) of this Article II) for the preceding year’s annual meeting; provided, however, that, in the event that the date of the annual meeting is advanced or delayed by more than 30 days from the first anniversary of the date of the preceding year’s annual meeting, in order for notice by the shareholder to be timely, such notice must be so delivered not earlier than the 150^th day prior to the date of such annual meeting and not later than 5:00 p.m., Eastern Time, on the later of the 120^th day prior to the date of such annual meeting, as originally convened, or the tenth day following the day on which public announcement of the date of such meeting is first made. The public announcement of a postponement or adjournment of an annual meeting shall not commence a new time period or extend any time period for the giving of a shareholder’s notice as described above. The number of nominees a shareholder may nominate for election to the Board of Trustees at an annual meeting of shareholders pursuant to clause (iii) of paragraph (a)(1) of this Section 12 shall not exceed the number of trustees to be elected at such annual meeting, and for the avoidance of doubt, no shareholder shall be entitled to make additional or substitute nominations following the expiration of the time periods set forth in this Section 12(a)(2). To be timely for nominations made pursuant to Section 13 of this Article II, a Nomination Notice (as defined below) shall be delivered in accordance with the requirements of Section 13.

(3)Any shareholder’s notice given pursuant to paragraph (a)(2) of this Section 12 shall set forth:

(i)as to each individual whom the shareholder proposes to nominate for election or reelection as a trustee (each, a “Proposed Nominee”), all information relating to the Proposed Nominee that would be required to be disclosed in connection with the solicitation of proxies for the election of the Proposed Nominee as a trustee in an election contest (even if an election contest is not involved), or would otherwise be required in connection with such solicitation, in each case pursuant to Regulation 14A (or any successor provision) under the

Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”);

(ii)as to any other business that the shareholder proposes to bring before the meeting, a description of such business, the shareholder’s reasons for proposing such business at the meeting and any material interest in such business of such shareholder or any Shareholder Associated Person (as defined below), individually or in the aggregate, including any anticipated benefit to the shareholder or the Shareholder Associated Person therefrom;

(iii)as to the shareholder giving the notice, any Proposed Nominee and any Shareholder Associated Person,

(A)the class, series and number of all shares of beneficial interest or other securities of the Trust or any affiliate thereof (collectively, the “Company Securities”), if any, which are owned (beneficially or of record) by such shareholder, Proposed Nominee or Shareholder Associated Person, the date on which each such Company Security was acquired and the investment intent of such acquisition, and any short interest (including any opportunity to profit or share in any benefit from any decrease in the price of such shares or other security) in any Company Securities of any such person,

(B)the nominee holder for, and number of, any Company Securities owned beneficially but not of record by such shareholder, Proposed Nominee or Shareholder Associated Person,

(C)whether and the extent to which such shareholder, Proposed Nominee or Shareholder Associated Person, directly or indirectly (through brokers, nominees or otherwise), is subject to or during the last six months has engaged in any hedging, derivative or other transaction or series of transactions or entered into any other agreement, arrangement or understanding (including any short interest, any borrowing or lending of securities or any proxy or voting agreement), the effect or intent of which is to (I) manage risk or benefit of changes in the price of (x) Company Securities or (y) any security of any entity that was listed in the Peer Group in the Share Performance Graph in the most recent annual report to security holders of the Trust (a “Peer Group Company”) for such shareholder, Proposed Nominee or Shareholder Associated Person or (II) increase or decrease the voting power of such shareholder, Proposed Nominee or Shareholder Associated Person in the Trust or any affiliate thereof (or, as applicable, in any Peer Group Company) disproportionately to such person’s economic interest in the Company Securities (or, as applicable, in any Peer Group Company) and

(D)any substantial interest, direct or indirect (including, without limitation, any existing or prospective commercial, business or contractual relationship with the Trust), by security holdings or otherwise, of such shareholder, Proposed Nominee or Shareholder Associated Person, in the Trust or any affiliate thereof, other than an interest arising from the ownership of Company Securities where such shareholder, Proposed Nominee or Shareholder Associated Person receives no extra or special benefit not shared on a pro rata basis by all other holders of the same class or series;

(iv)as to the shareholder giving the notice, any Shareholder Associated Person with an interest or ownership referred to in clauses (ii) or (iii) of this paragraph (3) of this Section 12(a) and any Proposed Nominee,

(A)the name and address of such shareholder, as they appear on the Trust’s share ledger, and the current name and business address, if different, of each such Shareholder Associated Person and any Proposed Nominee,

(B)the investment strategy or objective, if any, of such shareholder and each such Shareholder Associated Person who is not an individual and a copy of the prospectus, offering memorandum or similar document, if any, provided to investors or potential investors in such shareholder and each such Shareholder Associated Person; and

(C)whether any such shareholder or any Shareholder Associated Person has received any financial assistance, funding or other consideration from any other person in respect of the nomination or such other business;

(v)the name and address of any person who contacted or was contacted by the shareholder giving the notice or any Shareholder Associated Person about the Proposed Nominee or other business proposal prior to the date of such shareholder’s notice; and

(vi)to the extent known by the shareholder giving the notice, the name and address of any other shareholder supporting the Proposed Nominee or the proposal of other business on the date of such shareholder’s notice,;and

(vii)​ ​​ ​a representation as to whether the shareholder giving the notice or Shareholder Associated Person intends, or is part of a group (whether at, below or above 5% in beneficial ownership) that intends, to (i) deliver a proxy statement and/or form of proxy to holders (including any beneficial owners pursuant to Rule 14b-1 and Rule 14b-2 promulgated under the Exchange Act) of at least the percentage of the Trust’s outstanding shares of beneficial interest that is required to approve or adopt the proposal or elect the nominee, (ii) otherwise solicit proxies or votes from shareholders in support of such nomination or proposal, and/or (iii) solicit proxies or votes in support of trustee nominees other than the Trust’s nominees in accordance with Rule 14a-19 under the Exchange Act, including by soliciting the holders of shares representing at least 67% of the voting power of shares entitled to vote on the election of trustees.

(4)Any shareholder’s notice given pursuant to paragraph (a)(2) of this Section 12 shall, with respect to any Proposed Nominee, be accompanied by a certificate executed by the Proposed Nominee (i) certifying that such Proposed Nominee (a) is not, and will not become, a party to any agreement, arrangement or understanding with any person or entity other than the Trust in connection with service or action as a trustee that has not been disclosed to the Trust and (b) consents to being named as a nominee in any proxy statement and any associated proxy card for the Trust’s next meeting of shareholders for the election of trustees and will serve as a trustee of the Trust if elected, and (c) will comply with all applicable publicly disclosed corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of the Trust; and (ii) attaching a completed Proposed Nominee

questionnaire (which questionnaire shall be provided by the Trust, upon request, to the shareholder providing the notice and shall include all information relating to the Proposed Nominee that would be required to be disclosed in connection with the solicitation of proxies for the election of the Proposed Nominee as a trustee in an election contest (even if an election contest is not involved), or would otherwise be required in connection with such solicitation in each case pursuant to Regulation 14A (or any successor provision) under the Exchange Act and the rules thereunder, or would be required pursuant to the rules of any national securities exchange on which any securities of the Trust are listed or over-the-counter market on which any securities of the Trust are traded).

(5)Notwithstanding anything in this subsection (a) of this Section 12 to the contrary, in the event that the number of trustees to be elected to the Board of Trustees is increased,effective after the time period for which nominations would otherwise be due under paragraph (a)(2) of this Section 12 and there is no public announcement of such action at least 130 days prior to the first anniversary of the date of the proxy statement (as defined in Section 12(c)(3) of this Article II) for the preceding year’s annual meeting, a shareholder’s notice required by paragraph (a)(2) of this Section 12(a) shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the secretary at the principal executive office of the Trust not later than 5:00 p.m., Eastern Time, on the tenth day following the day on which such public announcement is first made by the Trust.

(6)For purposes of this Section 12, “Shareholder Associated Person” of any shareholder shall mean (i) any person acting in concert with, such shareholder, (ii) any beneficial owner of shares of beneficial interest of the Trust owned of record or beneficially by such shareholder (other than a shareholder that is a depositary) and (iii) any person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such shareholder or Shareholder Associated Person.

(b)Special Meetings of Shareholders. Only such business shall be conducted at a special meeting of shareholders as shall have been brought before the meeting pursuant to the Trust’s notice of meeting. Nominations of individuals for election to the Board of Trustees may be made at a special meeting of shareholders at which trustees are to be elected only (i) by or at the direction of the Board of Trustees or (ii) provided that the special meeting has been called in accordance with Section 3 of this Article II for the purpose of electing trustees, by any shareholder of the Trust who is a shareholder of record both at the time of giving of notice provided for in this Section 12 and at the time of the special meeting, who is entitled to vote at the meeting in the election of each individual so nominated and who has complied with the notice procedures set forth in this Section 12. In the event the Trust calls a special meeting of shareholders for the purpose of electing one or more individuals to the Board of Trustees, any shareholder may nominate an individual or individuals (as the case may be) for election as a trustee as specified in the Trust’s notice of meeting, if (A) the shareholder’s notice, containing the information required by paragraphs (a)(3) and (4) of this Section 12, is delivered to the secretary at the principal executive office of the Trust not earlier than the 120^th day prior to such special meeting and not later than 5:00 p.m., Eastern Time, on the later of the 90^th day prior to such special meeting or the tenth day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Trustees to be elected at such meeting and (B) the shareholder otherwise complies in all respects with the

requirements of Section 14 of the Exchange Act, including, without limitation, and to the extent applicable, the requirements of Rule 14a-19 (as such rule and regulation may be amended from time to time by the Securities and Exchange Commission) including any Securities and Exchange Commission staff interpretations related thereto. The public announcement of a postponement or adjournment of a special meeting shall not commence a new time period or extend any time period for the giving of a shareholder’s notice as described above. The number of nominees a shareholder may nominate for election to the Board of Trustees at a special meeting of shareholders pursuant to this Section 12(b) shall not exceed the number of trustees to be elected at such special meeting, and for the avoidance of doubt, no shareholder shall be entitled to make additional or substitute nominations following the expiration of the time periods set forth in this Section 12(b).

(c)General. (1) If information submitted pursuant to this Section 12 or Section 13 of this Article II, as the case may be, by any shareholder proposing a nominee for election as a trustee or any proposal for other business at a meeting of shareholders shall be inaccurate in any material respect, such information may be deemed not to have been provided in accordance with this Section 12 or Section 13 of this Article II, as the case may be. Any such shareholder shall notify the Trust of any inaccuracy or change (in any such information or if its intention to comply with Rule 14a-19 under the Exchange Act, if applicable, has changed (in each case within two Business Days of becoming aware of such inaccuracy or change) in any such information. A shareholder shall further update and supplement its notice of any proposed nominee for election as a trustee or any proposal for other business to be brought before a meeting (given pursuant to paragraph (a)(2) or paragraph (b) of this Section 12, as applicable), if necessary, so that the information provided or required to be provided in such notice pursuant to this Section 12 shall be true and correct (i) as of the record date for the meeting and (ii) as of the date that is fifteen Business Days prior to the meeting or any adjournment or postponement thereof. Any such update and supplement shall be delivered in writing to the secretary at the principal executive office of the Trust (i) in the case of any update and supplement required to be made as of any record date, not later than five Business Days after such record date for the meeting, and (ii) in the case of any update and supplement required to be made as of fifteen Business Days prior to the date for the meeting or any adjournment or postponement thereof, not later than ten Business Days prior to the meeting or any adjournment or postponement thereof. For the avoidance of doubt, the obligation to update and supplement as set forth in this Section 12(c) or any other section of these Bylaws shall not limit the Trust’s rights with respect to any deficiencies in any shareholder's notice, extend any applicable deadlines under these Bylaws or enable or be deemed to permit a shareholder who has previously submitted a shareholder's notice under these Bylaws to amend or update any proposal or to submit any new proposal, including by changing or adding nominees, matters, business and/or resolutions proposed to be brought before a meeting of shareholders. Upon written request by the secretary or the Board of Trustees, any such shareholder shall provide, within five Business Days of delivery of such request (or such other period as may be specified in such request), (A) written verification, satisfactory, in the discretion of the Board of Trustees or any authorized officer of the Trust, to demonstrate the accuracy of any information submitted by the shareholder pursuant to this Section 12 or Section 13 of this Article II, as the case may be, and (B) a written update of any information (including, if requested by the Trust, written confirmation by such shareholder that it continues to intend to bring such nomination or other business proposal before the meeting) submitted by the shareholder pursuant to this Section 12 or Section 13 of this Article II, as the case may be, as of

an earlier date. If a shareholder fails to provide such written verification or written update within such period, the information as to which written verification or a written update was requested may be deemed not to have been provided in accordance with this Section 12 or Section 13 of this Article II, as the case may be.

(2)Only suchExcept as otherwise provided in any applicable rule or regulation under the Exchange Act, only such individuals who are nominated in accordance with this Section 12 or Section 13 of this Article II, shall be eligible for election by shareholders as trustees, and only such business shall be conducted at a meeting of shareholders as shall have been brought before the meeting in accordance with this Section 12 or Section 13 of this Article II, as the case may be. The chairman. The chair of the meeting (and, in advance of any meeting of shareholders, the Board of Trustees) shall have the power to determine whether a nomination or any other business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with this Section 12 or Section 13 of this Article II.and, if any nomination or other business proposed to be brought before the meeting was not made or proposed, as the case may be, in compliance with this Section 12, to declare that such defective nomination or proposal, and any proxies or votes solicited for such nomination or proposal, be disregarded, notwithstanding that such nomination or proposal is set forth in the notice of meeting or other proxy materials and notwithstanding that proxies in respect of such vote may have been received by the Trust.

(3)For purposes of this Section 12, “the date of the proxy statement” shall have the same meaning as “the date of the company’s proxy statement released to shareholders” as used in Rule 14a-8(e) promulgated under the Exchange Act, as interpreted by the Securities and Exchange Commission from time to time. “Public announcement” shall mean disclosure (A) in a press release reported by the Dow Jones News Service, Associated Press, Business Wire, PR Newswire or other widely circulated news or wire service or (B) in a document publicly filed by the Trust with the Securities and Exchange Commission pursuant to the Exchange Act or the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

(4)​ ​Notwithstanding anything to the contrary in these Bylaws, except as otherwise determined by the chair of the meeting, if the shareholder giving notice as provided for in this Section 12 does not appear in person or by proxy at such annual or special meeting to present each nominee for election as a trustee or the proposed business, as applicable, such nomination or proposal, and any proxies or votes solicited for such nomination or proposal, shall be disregarded, notwithstanding that such nomination or proposal is set forth in the notice of meeting or other proxy materials and notwithstanding that proxies in respect of such vote may have been received by the Trust.

(5)​ ​Without limiting the other provisions and requirements of this Section 12, unless otherwise required by law, if any shareholder (a) provides notice pursuant to Rule 14a-19(b) promulgated under the Exchange Act or includes the information required by Rule 14a-19(b) in a preliminary or definitive proxy statement previously filed by such person (it being understood that such notice or filing shall be in addition to, and not in lieu of, the notices required under these Bylaws) and (b) subsequently notifies the Trust that it no longer intends to comply with Rule 14a-19(a)(2) or Rule 14a-19(a)(3) promulgated under the Exchange Act, fails

to comply with the requirements of Rule 14a-19 promulgated under the Exchange Act, or fails to timely provide reasonable evidence sufficient to satisfy the Trust that such shareholder has met the requirements of Rule 14a-19(a)(3) promulgated under the Exchange Act in accordance with the following sentence, then the nomination of each such proposed nominee shall be disregarded, notwithstanding that such nomination is set forth in the notice of meeting or other proxy materials and notwithstanding that proxies or votes in respect of the election of such proposed nominees may have been received by the Trust (and any proxies or votes solicited for such nomination shall be disregarded). If any shareholder provides notice pursuant to Rule 14a-19(b) promulgated under the Exchange Act or includes the information required by Rule 14a-19(b) in a preliminary or definitive proxy statement previously filed by such person, such shareholder shall deliver to the Trust, no later than five Business Days prior to the applicable meeting, reasonable evidence that it has met the requirements of Rule 14a-19(a)(3) promulgated under the Exchange Act.

(4)(6)​ ​Notwithstanding the foregoing provisions of this Section 12, a shareholder shall also comply with all applicable requirements of state and federal law and of, including the Exchange Act, and the rules and regulations thereunder (including Rule 14a-19) with respect to the matters set forth in this Section 12; provided however, that any references in these Bylaws to the Exchange Act or the rules and regulations promulgated thereunder are not intended to and shall not limit any requirements applicable to nominations or proposals as to any other business to be considered pursuant to this Section 12 (including paragraphs (a)(1)(iii) and (b) of this Section 12), and compliance with paragraphs (a)(1)(iii) and (b) of this Section 12, or Section 13 of this Article II, shall be the exclusive means for a shareholder to make nominations and compliance with paragraph (a)(1)(iii) of this Section 12 shall be the exclusive means for a shareholder to submit other business (other than business brought properly under and in compliance with Rule 14a-8 promulgated under the Exchange Act). Nothing in this Section 12 shall be deemed to affect any right of a shareholderrights (a) of shareholders to request inclusion of a proposalproposals in, or the right of the Trust to omit a proposal from, the Trust’s proxy statement pursuant to Rule 14a-8 (or any successor provision) under the Exchange Act, or (b) of the holders of any series of preferred shares of beneficial interest if and to the extent provided for under law, the Declaration of Trust or these Bylaws. Nothing in this Section 12 shall require disclosure of revocable proxies received by the shareholder or Shareholder Associated Person pursuant to a solicitation of proxies after the filing of an effective Schedule 14A by such shareholder or Shareholder Associated Person under Section 14(a) of the Exchange Act.

(5)(7)​ ​For purposes of these Bylaws, “Business Day” shall mean any day other than a Saturday, a Sunday or a day on which banking institutions in the State of New York are authorized or obligated by law or executive order to close.

SECTION 13. SHAREHOLDER NOMINATIONS INCLUDED IN THE TRUST’S PROXY MATERIAL.

(a)Inclusion of Proxy Access Nominees in Proxy Statement. Subject to the provisions of this Section 13, if expressly requested in the relevant Nomination Notice (as defined below), the Trust shall include in its proxy statement for any annual meeting of shareholders: (i) the names of any person or persons nominated for election (each, a “Proxy Access Nominee”), which shall also be included on the Trust’s form of proxy and

ballot, by any Eligible Holder (as defined below) or group of up to 20 Eligible Holders that has (individually and collectively, in the case of a group) satisfied, as determined by the Board of Trustees, all applicable conditions and complied with all applicable procedures set forth in this Section 13 (such Eligible Holder or group of Eligible Holders being a “Nominating Shareholder”); (ii) disclosure about each Proxy Access Nominee and the Nominating Shareholder required under the rules of the Securities and Exchange Commission or other applicable law to be included in the proxy statement; (iii) any statement included by the Nominating Shareholder in the Nomination Notice for inclusion in the proxy statement in support of each Proxy Access Nominee’s election to the Board of Trustees (subject, without limitation, to Section 13(e)(ii2)), if such statement does not exceed 500 words and fully complies with Section 14 of the Exchange Act and the rules and regulations thereunder, including Rule 14a-9 (the “Supporting Statement”); and (iv) any other information that the Trust or the Board of Trustees determines, in their discretion, to include in the proxy statement relating to the nomination of each Proxy Access Nominee, including, without limitation, any statement in opposition to the nomination, any of the information provided pursuant to this Section 13 and any solicitation materials or related information with respect to a Proxy Access Nominee.

For purposes of this Section 13, any determination to be made by the Board of Trustees may be made by the Board of Trustees, a committee of the Board of Trustees or any officer of the Trust designated by the Board of Trustees or a committee of the Board of Trustees, and any such determination shall be final and binding on the Trust, any Eligible Holder, any Nominating Shareholder, any Proxy Access Nominee and any other person so long as made in good faith (without any further requirements). The chairmanchair of any annual meeting of shareholders, in addition to making any other determinations that may be appropriate to the conduct of the meeting, shall have the power and duty to determine whether a Proxy Access Nominee has been nominated in accordance with the requirements of this Section 13 and, if not so nominated, shall direct and declare at the meeting that such Proxy Access Nominee shall not be considered.

(b)Maximum Number of Proxy Access Nominees. (1) The Trust shall not be required to include in the proxy statement for an annual meeting of shareholders more Proxy Access Nominees than that number of Trustees constituting the greater of (i) two or (ii) 20% of the total number of Trustees of the Trust on the last day on which a Nomination Notice may be submitted pursuant to this Section 13 (rounded down to the nearest whole number) (the “Maximum Number”). The Maximum Number for a particular annual meeting shall be reduced by: (i) Proxy Access Nominees who the Board of Trustees itself decides to nominate for election at such annual meeting; (ii) the number of individuals who will be included in the Trust’s proxy materials as nominees recommended by the Board of Trustees pursuant to an agreement, arrangement or other understanding with a shareholder or group of shareholders (other than any such agreement, arrangement or understanding entered into in connection with an acquisition of shares from the Trust by such shareholder or group of shareholders); (iii) Proxy Access Nominees who cease to satisfy, or Proxy Access Nominees of Nominating Shareholders that cease to satisfy, the eligibility requirements in this Section 13, as determined by the Board of Trustees; (iv) Proxy Access Nominees whose nomination is withdrawn by the Nominating Shareholder or who become unwilling to serve on the Board of Trustees; and

(v) the number of incumbent Trustees who had been Proxy Access Nominees with respect to any of the preceding two annual meetings of shareholders and whose reelection at the upcoming annual meeting is being recommended by the Board of Trustees. In the event that one or more vacancies for any reason occurs on the Board of Trustees after the deadline for submitting a Nomination Notice as set forth in Section 13(d) below but before the date of the annual meeting, and the Board of Trustees resolves to reduce the size of the board in connection therewith, the Maximum Number shall be calculated based on the number of Trustees in office as so reduced.

(2)If the number of Proxy Access Nominees pursuant to this Section 13 for any annual meeting of shareholders exceeds the Maximum Number then, promptly upon notice from the Trust, each Nominating Shareholder will select one Proxy Access Nominee for inclusion in the proxy statement until the Maximum Number is reached, going in order of the amount (largest to smallest) of the ownership position as disclosed in each Nominating Shareholder’s Nomination Notice, with the process repeated if the Maximum Number is not reached after each Nominating Shareholder has selected one Proxy Access Nominee. If, after the deadline for submitting a Nomination Notice as set forth in Section 13(d), a Nominating Shareholder or a Proxy Access Nominee ceases to satisfy the eligibility requirements in this Section 13, as determined by the Board of Trustees, a Nominating Shareholder withdraws its nomination or a Proxy Access Nominee becomes unwilling to serve on the Board of Trustees, whether before or after the mailing or other distribution of the definitive proxy statement, then the nomination shall be disregarded, and the Trust: (1) shall not be required to include in its proxy statement or on any ballot or form of proxy the disregarded Proxy Access Nominee or any successor or replacement nominee proposed by the Nominating Shareholder or by any other Nominating Shareholder and (2) may otherwise communicate to its shareholders, including without limitation by amending or supplementing its proxy statement or ballot or form of proxy, that a Proxy Access Nominee will not be included as a nominee in the proxy statement or on any ballot or form of proxy and will not be voted on at the annual meeting.

(c)Eligibility of Nominating Shareholder. (1) An “Eligible Holder” is a person who has either (i) been a record holder of the common shares used to satisfy the eligibility requirements in this Section 13(c) continuously for the three-year period specified in Subsection (2) below or (ii) provides to the Secretarysecretary of the Trust, within the time period referred to in Section 13(d), evidence of continuous ownership of such shares for such three-year period from one or more securities intermediaries in a form that the Board of Trustees determines would be deemed acceptable for purposes of a shareholder proposal under Rule 14a- 8(b)(2) under the Exchange Act (or any successor rule).

(2)An Eligible Holder or group of up to 20 Eligible Holders may submit a nomination in accordance with this Section 13 only if the person or group (in the aggregate) has continuously owned at least the Minimum Number (as defined below) of common shares of the Trust (excluding any common shares of any predecessor of the Trust) throughout the three-year period preceding and including the date of submission of the Nomination Notice, and continues to own at least the Minimum Number through the date of the annual meeting. Two or more funds that are (x) under common management and investment control, (y) under common management and funded primarily by a single employer or (z) a “group of investment companies,” as such term is defined in Section 12(d)(1)(G)(ii) of the Investment Company Act

of 1940, as amended, shall be treated as one Eligible Holder if such Eligible Holder shall provide together with the Nomination Notice documentation reasonably satisfactory to the Trust that demonstrates that the funds meet the criteria set forth in (x), (y) or (z) hereof. For the avoidance of doubt, in the event of a nomination by a group of Eligible Holders, any and all requirements and obligations for an individual Eligible Holder that are set forth in this Section 13, including the minimum holding period, shall apply to each member of such group; provided, however, that the Minimum Number shall apply to the ownership of the group in the aggregate. Should any shareholder cease to satisfy the eligibility requirements in this Section 13, as determined by the Board of Trustees, or withdraw from a group of Eligible Holders at any time prior to the annual meeting of shareholders, the group of Eligible Holders shall only be deemed to own the shares held by the remaining members of the group.

(3)The “Minimum Number” of the Trust’s common shares means 3% of the number of outstanding common shares as of the most recent date for which such amount is given in any filing by the Trust with the Securities and Exchange Commission prior to the submission of the Nomination Notice.

(4)For purposes of this Section 13, an Eligible Holder “owns” only those outstanding shares of the Trust as to which the Eligible Holder possesses both: (A) the full voting and investment rights pertaining to the shares; and (B) the full economic interest in (including the opportunity for profit and risk of loss on) such shares; provided that the number of shares calculated in accordance with clauses (A) and (B) shall not include any shares: (i) purchased or sold by such Eligible Holder or any of its affiliates in any transaction that has not been settled or closed, (ii) sold short by such Eligible Holder, (iii) borrowed by such Eligible Holder or any of its affiliates for any purpose or purchased by such Eligible Holder or any of its affiliates pursuant to an agreement to resell or subject to any other obligation to resell to another person, or (iv) subject to any option, warrant, forward contract, swap, contract of sale, other derivative or similar agreement entered into by such Eligible Holder or any of its affiliates, whether any such instrument or agreement is to be settled with shares or with cash based on the notional amount or value of outstanding shares of the Trust, in any such case which instrument or agreement has, or is intended to have, the purpose or effect of: (x) reducing in any manner, to any extent or at any time in the future, such Eligible Holder’s or any of its affiliates’ full right to vote or direct the voting of any such shares, and/or (y) hedging, offsetting, or altering to any degree, gain or loss arising from the full economic ownership of such shares by such Eligible Holder or any of its affiliates. An Eligible Holder “owns” shares held in the name of a nominee or other intermediary so long as the Eligible Holder retains the right to instruct how the shares are voted with respect to the election of Trustees and possesses the full economic interest in the shares. An Eligible Holder’s ownership of shares shall be deemed to continue during any period in which the Eligible Holder has delegated any voting power by means of a proxy, power of attorney, or other similar instrument or arrangement that is revocable at any time by the Eligible Holder. An Eligible Holder’s ownership of shares shall be deemed to continue during any period in which the Eligible Holder has loaned such shares provided that the Eligible Holder has the power to recall such loaned shares on five business daysBusiness Days’ notice. The terms “owned,” “owning” and other variations of the word “own” shall have correlative meanings. Whether outstanding shares of the Trust are “owned” for these purposes shall be determined by the Board of Trustees.

(5)No Eligible Holder shall be permitted to be in more than one group constituting a Nominating Shareholder, and if any Eligible Holder appears as a member of more than one group, it shall be deemed to be a member of the group that has the largest ownership position as reflected in the Nomination Notice.

(6)Any Eligible Holder (including each Eligible Holder whose stock ownership is counted for the purposes of qualifying as a group) whose Proxy Access Nominee withdraws, becomes ineligible or does not receive at least 10% of the votes cast for such Proxy Access Nominee at an annual meeting of shareholders will not be eligible to nominate or participate in the nomination of a Proxy Access Nominee pursuant to this Section 13 for the following two annual meetings of shareholders.

(d) Nomination Notice.

To nominate a Proxy Access Nominee, the Nominating Shareholder must, no earlier than 150 days and no later than 120 days before the anniversary of the date that the Trust mailed its proxy statement for the prior year’s annual meeting of shareholders, submit to the Secretarysecretary of the Trust at the principal executive office of the Trust all of the following information and documents (collectively, the “Nomination Notice”); provided, however, that if (and only if) the annual meeting is not scheduled to be held within a period that commences 30 days before such anniversary date and ends 30 days after such anniversary date (an annual meeting date outside such period being referred to herein as an “Other Meeting Date”), the Nomination Notice shall be given in the manner provided herein by the later of the close of business on the date that is 180 days prior to such Other Meeting Date or the tenth day following the day on which public announcement of the date of such Other Meeting Date is first made:

(i)a Schedule 14N (or any successor form) relating to each Proxy Access Nominee, completed and filed with the Securities and Exchange Commission by the Nominating Shareholder as applicable, in accordance with Securities and Exchange Commission rules;

(ii)       a written notice, in a form deemed satisfactory by the Board of Trustees, of the nomination of each Proxy Access Nominee that includes the following additional information, agreements, representations and warranties by the Nominating Shareholder (including each group member): (A) the information required with respect to the nomination of Trustees pursuant to Section 12 of this Article II; (B) the details of any relationship that existed within the past three years and that would have been described pursuant to Item 6(e) of Schedule 14N (or any successor item) if it existed on the date of submission of the Schedule 14N; (C) a representation and warranty that the Nominating Shareholder acquired the securities of the Trust in the ordinary course of business and did not acquire, and is not holding, securities of the Trust for the purpose or with the effect of influencing or changing control of the Trust; (D) a representation and warranty that each Proxy Access Nominee’s candidacy or, if elected, Board of Trustees membership would not violate applicable state or federal law or the rules of any stock exchange on which the Trust’s securities are traded; (E) a representation and warranty that each Proxy Access Nominee: (1) does not have any direct or indirect relationship with the Trust that would cause the Proxy Access Nominee to be considered not independent pursuant to the Trust’s Governance Guidelines as most recently published on its website and otherwise qualifies as independent under the rules of the primary stock exchange on which the common shares of

beneficial interest of the Trust are traded; (2) meets the audit committee and compensation committee independence requirements under the rules of the primary stock exchange on which the common shares of beneficial interest of the Trust are traded; (3) is a “non-employee trustee” for the purposes of Rule 16b-3 under the Exchange Act (or any successor rule); (4) is an “outside trustee” for the purposes of Section 162(m) of the Internal Revenue Code (or any successor provision); (5) meets the Trustee qualifications set forth in Article III of these Bylaws; and (6) is not and has not been subject to any event specified in Rule 506(d)(1) of Regulation D (or any successor rule) under the Securities Act of 1933 or Item 401(f) of Regulation S-K (or any successor rule) under the Exchange Act, without reference to whether the event is material to an evaluation of the ability or integrity of such Proxy Access Nominee; (F) a representation and warranty that the Nominating Shareholder satisfies the eligibility requirements set forth in Section 13(c) and has provided evidence of ownership to the extent required by Section 13(c)(1); (G) a representation and warranty that the Nominating Shareholder intends to continue to satisfy the eligibility requirements described in Section 13(c) through the date of the annual meeting; (H) details of any position of a Proxy Access Nominee as an officer, director or trustee of any competitor (that is, any entity that provides services or engages in business activities that compete with or are alternatives to the services provided or business activities engaged in by the Trust or its affiliates) of the Trust, within the three years preceding the submission of the Nomination Notice; (I) a representation and warranty that the Nominating Shareholder will not engage in a “solicitation” within the meaning of Rule 14a-1(l) (without reference to the exception in Section 14a-1(l)(2)(iv)) (or any successor rules) with respect to the annual meeting, other than with respect to a Proxy Access Nominee or any nominee of the Board of Trustees; (J) a representation and warranty that the Nominating Shareholder will not use any proxy card other than the Trust’s proxy card in soliciting shareholders in connection with the election of a Proxy Access Nominee at the annual meeting; (K) if desired, a Supporting Statement; and (L) in the case of a nomination by a group, the designation by all group members of one group member that is authorized to act on behalf of all group members with respect to matters relating to the nomination, including withdrawal of the nomination; (and (M) the written consent of each Proxy Access Nominee to being named as a nominee in any proxy statement and any associated proxy card for the Trust’s next meeting of shareholders for the election of trustees and to serving as a trustee if elected;

(iii)      an executed agreement, in a form deemed satisfactory by the Board of Trustees, pursuant to which the Nominating Shareholder (including each group member) agrees: (A) to comply with all applicable laws, rules and regulations in connection with the nomination, solicitation and election; (B) to file any written solicitation or other communication with the Trust’s shareholders relating to one or more of the Trust’s Trustees or Trustee nominees or any Proxy Access Nominee with the Securities and Exchange Commission, to the extent that such filing would be required if such communication were made by or on behalf of the Trust; (C) to assume all liability stemming from an action, suit or proceeding concerning any actual or alleged legal or regulatory violation arising out of any communication by the Nominating Shareholder or any of its Proxy Access Nominees with the Trust, its shareholders or any other person in connection with the nomination or election of Trustees, including, without limitation, the Nomination Notice; (D) to indemnify and hold harmless (jointly with all other group members, in the case of a group member) the Trust and each of its Trustees, officers and employees individually against any liability, loss, damages, expenses or other costs (including attorneys’ fees) incurred in connection with any threatened or pending action, suit or proceeding,

whether legal, administrative or investigative, against the Trust or any of its Trustees, officers or employees arising out of or relating to any nomination, solicitation or other activity by the Nominating Shareholder in connection with its efforts to elect its Proxy Access Nominees pursuant to this Section 13; (E) in the event that any information included in the Nomination Notice, or any other communication by the Nominating Shareholder (including with respect to any group member), with the Trust, its shareholders or any other person in connection with the nomination or election ceases to be true and accurate in all material respects (or omits a material fact necessary to make the statements made not misleading), or that the Nominating Shareholder (including any group member) has failed to continue to satisfy the eligibility requirements described in Section 13(c), to promptly (and in any event within 48 hours of discovering such misstatement, omission or failure) notify the Trust and any other recipient of such communication of (A) the misstatement or omission in such previously provided information and of the information that is required to correct the misstatement or omission or (B) such failure; and

(iv)       an executed agreement, in a form deemed satisfactory by the Board of Trustees, by each Proxy Access Nominee: (A) to provide to the Trust such other information and certifications, including completion of the Trust’s Trustee questionnaire, as it may reasonably request; (B) at the reasonable request of the Trust’s Corporate Governance and Nominating Committee, to meet with the Corporate Governance and Nominating Committee to discuss matters relating to the nomination of such Proxy Access Nominee to the Board of Trustees, including the information provided by such Proxy Access Nominee to the Trust in connection with his or her nomination and such Proxy Access Nominee’s eligibility to serve as a member of the Board of Trustees; (C) that such Proxy Access Nominee has read and agrees, if elected, to serve as a member of the Board of Trustees, to adhere to the Trust’s Governance Guidelines, Code of Business Conduct and Ethics, and any other Trust policies and guidelines applicable to Trustees; and (D) that such Proxy Access Nominee is not and will not become a party to (i) any compensatory, payment or other financial agreement, arrangement or understanding with any person or entity in connection with his or her nomination, service or action as a Trustee of the Trust that has not been disclosed to the Trust, (ii) any agreement, arrangement or understanding with any person or entity as to how such Proxy Access Nominee would vote or act on any issue or question as a Trustee (a “Voting Commitment”) that has not been disclosed to the Trust or (iii) any Voting Commitment that could limit or interfere with such Proxy Access Nominee’s ability to comply, if elected as a Trustee of the Trust, with its fiduciary duties under applicable law.

The information and documents required by this Section 13(d) to be provided by the Nominating Shareholder shall be: (i) provided with respect to and executed by each group member, in the case of information applicable to group members; and (ii) provided with respect to the persons specified in Instruction 1 to Items 6(c) and (d) of Schedule 14N (or any successor item) in the case of a Nominating Shareholder or group member that is an entity. The Nomination Notice shall be deemed submitted on the date on which all the information and documents referred to in this Section 13(d) (other than such information and documents contemplated to be provided after the date the Nomination Notice is provided) have been delivered to or, if sent by mail, received by the Secretarysecretary of the Trust.

(e)Exceptions. (1) Notwithstanding anything to the contrary contained in this Section 13, the Trust may omit from its proxy statement any Proxy Access Nominee and any information concerning such Proxy Access Nominee (including a Nominating Shareholder’s Supporting Statement) and no vote on such Proxy Access Nominee will occur (notwithstanding that such nomination is set forth in the notice of the meeting or other proxy materials and notwithstanding that proxies in respect of such vote may have been received by the Trust), and the Nominating Shareholder may not, after the last day on which a Nomination Notice would be timely, cure in any way any defect preventing the nomination of such Proxy Access Nominee, if: (i) the Trust receives a notice pursuant to Section 12 of this Article II that a shareholder intends to nominate a candidate for Trustee at the annual meeting, whether or not such notice is subsequently withdrawn or made the subject of a settlement with the Trust; (ii) the Nominating Shareholder or the designated lead group member, as applicable, or any qualified representative thereof, does not appear at the meeting of shareholders to present the nomination submitted pursuant to this Section 13, the Nominating Shareholder withdraws its nomination or the chairmanchair of the annual meeting declares that such nomination was not made in accordance with the procedures prescribed by this Section 13 and shall therefore be disregarded; (iii) the Board of Trustees determines that such Proxy Access Nominee’s nomination or election to the Board of Trustees would result in the Trust violating or failing to be in compliance with the Declaration of Trust, these Bylaws or any applicable law, rule or regulation to which the Trust is subject, including any rules or regulations of the primary stock exchange on which the common shares of beneficial interest of the Trust are traded; (iv) such Proxy Access Nominee was nominated for election to the Board of Trustees pursuant to this Section 13 at one of the Trust’s two preceding annual meetings of shareholders and either withdrew or became ineligible or received a vote of less than 25% of the votes cast in favor of such Proxy Access Nominee; (v) such Proxy Access Nominee has been, within the past three years, an officer or director of a competitor, as defined for purposes of Section 8 of the Clayton Antitrust Act of 1914, as amended; (vi) the Trust is notified, or the Board of Trustees determines, that the Nominating Shareholder or the Proxy Access Nominee has failed to continue to satisfy the eligibility requirements described in Section 13(c), any of the representations and warranties made in the Nomination Notice ceases to be true and accurate in all material respects (or omits a material fact necessary to make the statements made not misleading), such Proxy Access Nominee becomes unwilling or unable to serve on the Board of Trustees or any material violation or breach occurs of the obligations, agreements, representations or warranties of the Nominating Shareholder or such Proxy Access Nominee under this Section 13;

(2)Notwithstanding anything to the contrary contained in this Section 13, the Trust may omit from its proxy statement, or may supplement or correct, any information, including all or any portion of the Supporting Statement or any other statement in support of a Proxy Access Nominee included in the Nomination Notice, if the Board of Trustees determines that: (i) such information is not true in all material respects or omits a material statement necessary to make the statements made not misleading; (ii) such information directly or indirectly impugns the character, integrity or personal reputation of, or directly or indirectly makes charges concerning improper, illegal or immoral conduct or associations, without factual foundation, with respect to, any person; or (iii) the inclusion of such information in the proxy statement would otherwise violate the Securities and Exchange Commission proxy rules or any other applicable law, rule or regulation.

The Trust may solicit against, and include in the proxy statement its own statement relating to, any Proxy Access Nominee.

SECTION 14. CONTROL SHARE ACQUISITION ACT. Notwithstanding any other provision of the Declaration of Trust or these Bylaws, Title 3, Subtitle 7 of the Maryland General Corporation Law, or any successor statute (the “MGCL”), shall not apply to any acquisition by any person of shares of beneficial interest of the Trust. This section may be repealed, in whole or in part, at any time, whether before or after an acquisition of control shares and, upon such repeal, may, to the extent provided by any successor bylaw, apply to any prior or subsequent control share acquisition.

SECTION 15. SHAREHOLDERS’ CONSENT IN LIEU OF MEETING. Any action required or permitted to be taken at any meeting of shareholders may be taken without a meeting (a) if a unanimous consent setting forth the action is given in writing or by electronic transmission by each shareholder entitled to vote on the matter and filed with the minutes of proceedings of the shareholders or (b) if the action is advised, and submitted to the shareholders for approval, by the Board of Trustees and a consent in writing or by electronic transmission of shareholders entitled to cast not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting of shareholders is delivered to the Trust in accordance with the Maryland REIT Law or the other applicable provisions of the Corporations and Associations Article of the Annotated Code of Maryland (collectively, the “MRL”). The Trust shall give notice of any action taken by less than unanimous consent to each shareholder not later than ten days after the effective time of such action.

ARTICLE III

TRUSTEES

SECTION 1. GENERAL POWERS. The business and affairs of the Trust shall be managed under the direction of its Board of Trustees.

SECTION 2. NUMBER, TENURE, QUALIFICATIONS AND RESIGNATION. At any regular meeting or at any special meeting called for that purpose, a majority of the entire Board of Trustees may establish, increase or decrease the number of trustees, provided that the number thereof shall never be less than the minimum number required by the MRL, nor more than 15, and further provided that the tenure of office of a trustee shall not be affected by any decrease in the number of trustees. In case of failure to elect trustees at the designated time, the trustees holding over shall continue to serve as trustees until their successors are elected and qualify. Any trustee of the Trust may resign at any time by delivering his or her resignation to the Board of Trustees, the chairmanchair of the board or the secretary. Any resignation shall take effect immediately upon its receipt or at such later time specified in the resignation. The acceptance of a resignation shall not be necessary to make it effective unless otherwise stated in the resignation.

SECTION 3. ANNUAL AND REGULAR MEETINGS. An annual meeting of the Board of Trustees shall be held immediately after and at the same place as the annual meeting of shareholders, no notice other than this Bylaw being necessary. In the event such meeting is not

so held, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board of Trustees. The Board of Trustees may provide, by resolution, the time and place of regular meetings of the Board of Trustees without other notice than such resolution.

SECTION 4. SPECIAL MEETINGS. Special meetings of the Board of Trustees may be called by or at the request of the chairmanchair of the board, the chief executive officer, the president or a majority of the trustees then in office. The person or persons authorized to call special meetings of the Board of Trustees may fix the time and place of any special meeting of the Board of Trustees called by them. The Board of Trustees may provide, by resolution, the time and place for special meetings of the Board of Trustees without other notice than such resolution.

SECTION 5. NOTICE. Notice of any special meeting of the Board of Trustees shall be delivered personally or by telephone, electronic mail, facsimile transmission, courier or United States mail to each trustee at his or her business or residence address. Notice by personal delivery, telephone, electronic mail or facsimile transmission shall be given at least 24 hours prior to the meeting. Notice by United States mail shall be given at least three days prior to the meeting. Notice by courier shall be given at least two days prior to the meeting. Telephone notice shall be deemed to be given when the trustee or his or her agent is personally given such notice in a telephone call to which the trustee or his or her agent is a party. Electronic mail notice shall be deemed to be given upon transmission of the message to the electronic mail address given to the Trust by the trustee. Facsimile transmission notice shall be deemed to be given upon completion of the transmission of the message to the number given to the Trust by the trustee and receipt of a completed answer-back indicating receipt. Notice by United States mail shall be deemed to be given when deposited in the United States mail properly addressed, with postage thereon prepaid. Notice by courier shall be deemed to be given when deposited with or delivered to a courier properly addressed. Neither the business to be transacted at, nor the purpose of, any annual, regular or special meeting of the Board of Trustees need be stated in the notice, unless specifically required by statute or these Bylaws.

SECTION 6. QUORUM. A majority of the trustees shall constitute a quorum for transaction of business at any meeting of the Board of Trustees, provided that, if less than a majority of such trustees is present at such meeting, a majority of the trustees present may adjourn the meeting from time to time without further notice, and provided further that if, pursuant to applicable law, the Declaration of Trust or these Bylaws, the vote of a majority or other percentage of a particular group of trustees is required for action, a quorum must also include a majority or such other percentage of such group.

The trustees present at a meeting which has been duly called and at which a quorum has been established may continue to transact business until adjournment, notwithstanding the withdrawal from the meeting of enough trustees to leave fewer than required to establish a quorum.

SECTION 7. VOTING. The action of a majority of the trustees present at a meeting at which a quorum is present shall be the action of the Board of Trustees, unless the concurrence of a greater proportion is required for such action by applicable law, the Declaration of Trust or

these Bylaws. If enough trustees have withdrawn from a meeting to leave fewer than required to establish a quorum, but the meeting is not adjourned, the action of the majority of that number of trustees necessary to constitute a quorum at such meeting shall be the action of the Board of Trustees, unless the concurrence of a greater proportion is required for such action by applicable law, the Declaration of Trust or these Bylaws.

SECTION 8. ORGANIZATION. At each meeting of the Board of Trustees, the chairmanchair of the board or, in the absence of the chairmanchair, the vice chairmanchair of the board, if any, shall act as chairmanchair of the meeting. In the absence of both the chairmanchair and vice chairmanchair of the board, the chief executive officer or, in the absence of the chief executive officer, the president or, in the absence of the president, a trustee chosen by a majority of the trustees present, shall act as chairmanchair of the meeting. The secretary or, in his or her absence, an assistant secretary of the Trust or, in the absence of the secretary and all assistant secretaries, an individual appointed by the chairmanchair of the meeting, shall act as secretary of the meeting.

SECTION 9. TELEPHONE MEETINGS. Trustees may participate in a meeting by means of a conference telephone or other communications equipment if all persons participating in the meeting can hear each other at the same time. Participation in a meeting by these means shall constitute presence in person at the meeting.

SECTION 10. CONSENT BY TRUSTEES WITHOUT A MEETING. Any action required or permitted to be taken at any meeting of the Board of Trustees may be taken without a meeting, if a consent in writing or by electronic transmission to such action is given by each trustee and is filed with the minutes of proceedings of the Board of Trustees.

SECTION 11. VACANCIES. If for any reason any or all the trustees cease to be trustees, such event shall not terminate the Trust or affect these Bylaws or the powers of the remaining trustees hereunder. Except as may be provided by the Board of Trustees in setting the terms of any class or series of preferred shares of beneficial interest, any vacancy on the Board of Trustees may be filled only by a majority of the remaining trustees, even if the remaining trustees do not constitute a quorum. Any trustee elected to fill a vacancy shall serve for the remainder of the full term of the trusteeship in which the vacancy occurred and until a successor is elected and qualifies.

SECTION 12. COMPENSATION. Trustees shall not receive any stated salary for their services as trustees but, by resolution of the trustees, may receive compensation per year and/or per meeting and/or per visit to real property or other facilities owned or leased by the Trust and for any service or activity they performed or engaged in as trustees. Trustees may be reimbursed for expenses of attendance, if any, at each annual, regular or special meeting of the trustees or of any committee thereof and for their expenses, if any, in connection with each property visit and any other service or activity they perform or engage in as trustees; but nothing herein contained shall be construed to preclude any trustees from serving the Trust in any other capacity and receiving compensation therefor.

SECTION 13. RELIANCE. Each trustee and officer of the Trust shall, in the performance of his or her duties with respect to the Trust, be entitled to rely on any information,

opinion, report or statement, including any financial statement or other financial data, prepared or presented by an officer or employee of the Trust whom the trustee or officer reasonably believes to be reliable and competent in the matters presented, by a lawyer, certified public accountant or other person, as to a matter which the trustee or officer reasonably believes to be within the person’s professional or expert competence, or, with respect to a trustee, by a committee of the Board of Trustees on which the trustee does not serve, as to a matter within its designated authority, if the trustee reasonably believes the committee to merit confidence.

SECTION 14. RATIFICATION. The Board of Trustees or the shareholders may ratify and make binding on the Trust any action or inaction by the Trust or its officers to the extent that the Board of Trustees or the shareholders could have originally authorized the matter. Moreover, any action or inaction questioned in any shareholders’ derivative proceeding or any other proceeding on the ground of lack of authority, defective or irregular execution, adverse interest of a trustee, officer or shareholder, non-disclosure, miscomputation, the application of improper principles or practices of accounting or otherwise, may be ratified, before or after judgment, by the Board of Trustees or by the shareholders, and if so ratified, shall have the same force and effect as if the questioned action or inaction had been originally duly authorized, and such ratification shall be binding upon the Trust and its shareholders and shall constitute a bar to any claim or execution of any judgment in respect of such questioned action or inaction.

SECTION 15. INTERESTED TRUSTEE TRANSACTIONS. Section 2-419 of the MGCL shall be available for and apply to any contract or other transaction between the Trust and any of its trustees or between the Trust and any other trust, corporation, firm or other entity in which any of its trustees is a trustee or director or has a material financial interest.

SECTION 16. CERTAIN RIGHTS OF TRUSTEES AND OFFICERS. Any trustee or officer, in his or her personal capacity or in a capacity as an affiliate, employee or agent of any other person, or otherwise, may have business interests and engage in business activities similar to, in addition to or in competition with those of or relating to the Trust.

SECTION 17. EMERGENCY PROVISIONS. Notwithstanding any other provision in the Declaration of Trust or these Bylaws, this Section 17 shall apply during the existence of any catastrophe, or other similar emergency condition, as a result of which a quorum of the Board of Trustees under Article III of these Bylaws cannot readily be obtained (an “Emergency”). During any Emergency, unless otherwise provided by the Board of Trustees, (i) a meeting of the Board of Trustees or a committee thereof may be called by any trustee or officer by any means feasible under the circumstances; (ii) notice of any meeting of the Board of Trustees during such an Emergency may be given less than 24 hours prior to the meeting to as many trustees and by such means as may be feasible at the time, including publication, television or radio; and (iii) the number of trustees necessary to constitute a quorum shall be one-third of the entire Board of Trustees.

ARTICLE IV

COMMITTEES

SECTION 1. NUMBER, TENURE AND QUALIFICATIONS. The Board of Trustees may appoint from among its members an Executive Committee, an Audit Committee, a Compensation Committee, a Corporate Governance and Nominating Committee and other committees, composed of one or more trustees, to serve at the pleasure of the Board of Trustees.

SECTION 2. POWERS. The Board of Trustees may delegate to committees appointed under Section 1 of this Article IV any of the powers of the Board of Trustees. Except as may be otherwise provided by the Board of Trustees, any committee may delegate some or all of its power and authority to one or more subcommittees, composed of one or more trustees, as the committee deems appropriate in its sole and absolute discretion.

SECTION 3. MEETINGS. Notice of committee meetings shall be given in the same manner as notice for special meetings of the Board of Trustees. A majority of the members of the committee shall constitute a quorum for the transaction of business at any meeting of the committee. The act of a majority of the committee members present at a meeting shall be the act of such committee. The Board of Trustees may designate a chairmanchair of any committee, and such chairmanchair or, in the absence of a chairmanchair, any two members of any committee (if there are at least two members of the committee) may fix the time and place of its meeting unless the Board shall otherwise provide. In the absence of any member of any such committee, the members thereof present at any meeting, whether or not they constitute a quorum, may appoint another trustee to act in the place of such absent member, provided such appointed trustee meets the membership requirements of such committee.

SECTION 4. TELEPHONE MEETINGS. Members of a committee of the Board of Trustees may participate in a meeting by means of a conference telephone or other communications equipment if all persons participating in the meeting can hear each other at the same time. Participation in a meeting by these means shall constitute presence in person at the meeting.

SECTION 5. CONSENT BY COMMITTEES WITHOUT A MEETING. Any action required or permitted to be taken at any meeting of a committee of the Board of Trustees may be taken without a meeting, if a consent in writing or by electronic transmission to such action is given by each member of the committee and is filed with the minutes of proceedings of such committee.

SECTION 6. VACANCIES. Subject to the provisions hereof, the Board of Trustees shall have the power at any time to change the membership of any committee, to fill any vacancy, to designate an alternate member to replace any absent or disqualified member or to dissolve any such committee.

ARTICLE V

OFFICERS

SECTION 1. GENERAL PROVISIONS. The officers of the Trust shall include a president, a secretary and a treasurer and may include a chairmanchair of the board, a vice chairmanchair of the board, a chief executive officer, one or more vice presidents, a chief operating officer, a chief financial officer, one or more assistant secretaries and one or more assistant treasurers. In addition, the Board of Trustees may from time to time elect such other officers with such powers and duties as it shall deem necessary or desirable. The officers of the Trust shall be elected annually by the Board of Trustees, except that the chief executive officer or president may from time to time appoint one or more vice presidents, assistant secretaries and assistant treasurers or other officers. Each officer shall serve until his or her successor is elected and qualifies or until his or her death, or his or her resignation or removal in the manner hereinafter provided. Any two or more offices except president and vice president may be held by the same person. Election of an officer or agent shall not of itself create contract rights between the Trust and such officer or agent.

SECTION 2. REMOVAL AND RESIGNATION. Any officer or agent of the Trust may be removed, with or without cause, by the Board of Trustees if in its judgment the best interests of the Trust would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Any officer of the Trust may resign at any time by delivering his or her resignation to the Board of Trustees, the chairmanchair of the board, the chief executive officer, the president or the secretary. Any resignation shall take effect immediately upon its receipt or at such later time specified in the resignation. The acceptance of a resignation shall not be necessary to make it effective unless otherwise stated in the resignation. Such resignation shall be without prejudice to the contract rights, if any, of the Trust.

SECTION 3. VACANCIES. A vacancy in any office may be filled by the Board of Trustees for the balance of the term.

SECTION 4. CHIEF EXECUTIVE OFFICER. The Board of Trustees may designate a chief executive officer. The chief executive officer shall have general responsibility for implementation of the policies of the Trust, as determined by the Board of Trustees, and for the management of the business and affairs of the Trust. He or she may execute any deed, mortgage, bond, contract or other instrument, except in cases where the execution thereof shall be expressly delegated by the Board of Trustees or by these Bylaws to some other officer or agent of the Trust or shall be required by law to be otherwise executed; and in general shall perform all duties incident to the office of chief executive officer and such other duties as may be prescribed by the Board of Trustees from time to time.

SECTION 5. CHIEF OPERATING OFFICER. The Board of Trustees may designate a chief operating officer. The chief operating officer shall have the responsibilities and duties as determined by the Board of Trustees or the chief executive officer.

SECTION 6. CHIEF FINANCIAL OFFICER. The Board of Trustees may designate a chief financial officer. The chief financial officer shall have the responsibilities and duties as determined by the Board of Trustees or the chief executive officer.

SECTION 7. CHAIRMANCHAIR OF THE BOARD. The Board of Trustees may designate from among its members a chairmanchair of the board, who shall not, solely by reason of these Bylaws, be an officer of the Trust. The Board of Trustees may designate the chairmanchair of the board as an executive or non-executive chairmanchair. The chairmanchair of the board shall preside over the meetings of the Board of Trustees. The chairmanchair of the board shall perform such other duties as may be assigned to him or her by these Bylaws or the Board of Trustees.

SECTION 8. PRESIDENT. In the absence of a chief executive officer, the president shall in general supervise and control all of the business and affairs of the Trust. In the absence of a designation of a chief operating officer by the Board of Trustees, the president shall be the chief operating officer. He or she may execute any deed, mortgage, bond, contract or other instrument, except in cases where the execution thereof shall be expressly delegated by the Board of Trustees or by these Bylaws to some other officer or agent of the Trust or shall be required by law to be otherwise executed; and in general shall perform all duties incident to the office of president and such other duties as may be prescribed by the Board of Trustees from time to time.

SECTION 9. VICE PRESIDENTS. In the absence of the president or in the event of a vacancy in such office, the vice president (or in the event there be more than one vice president, the vice presidents in the order designated at the time of their election or, in the absence of any designation, then in the order of their election) shall perform the duties of the president and when so acting shall have all the powers of and be subject to all the restrictions upon the president; and shall perform such other duties as from time to time may be assigned to such vice president by the chief executive officer, the president or the Board of Trustees. The Board of Trustees may designate one or more vice presidents as executive vice president, senior vice president, or vice president for particular areas of responsibility.

SECTION 10. SECRETARY. The secretary shall (a) keep the minutes of the proceedings of the shareholders, the Board of Trustees and committees of the Board of Trustees in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the trust records and of the seal of the Trust; (d) keep a register of the post office address of each shareholder which shall be furnished to the secretary by such shareholder; (e) have general charge of the share transfer books of the Trust; and (f) in general perform such other duties as from time to time may be assigned to him or her by the chief executive officer, the president or the Board of Trustees.

SECTION 11. TREASURER. The treasurer shall have the custody of the funds and securities of the Trust, shall keep full and accurate accounts of receipts and disbursements in books belonging to the Trust, shall deposit all moneys and other valuable effects in the name and to the credit of the Trust in such depositories as may be designated by the Board of Trustees and in general perform such other duties as from time to time may be assigned to him or her by the

chief executive officer, the president or the Board of Trustees. In the absence of a designation of a chief financial officer by the Board of Trustees, the treasurer shall be the chief financial officer of the Trust.

The treasurer shall disburse the funds of the Trust as may be ordered by the Board of Trustees, taking proper vouchers for such disbursements, and shall render to the president and Board of Trustees, at the regular meetings of the Board of Trustees or whenever it may so require, an account of all his or her transactions as treasurer and of the financial condition of the Trust.

SECTION 12. ASSISTANT SECRETARIES AND ASSISTANT TREASURERS. The assistant secretaries and assistant treasurers, in general, shall perform such duties as shall be assigned to them by the secretary or treasurer, respectively, or by the chief executive officer, the president or the Board of Trustees.

SECTION 13. COMPENSATION. The compensation of the officers shall be fixed from time to time by or under the authority of the Board of Trustees and no officer shall be prevented from receiving such compensation by reason of the fact that he or she is also a trustee.

ARTICLE VI

CONTRACTS, CHECKS AND DEPOSITS

SECTION 1. CONTRACTS. The Board of Trustees may authorize any officer or agent to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the Trust and such authority may be general or confined to specific instances. Any agreement, deed, mortgage, lease or other document shall be valid and binding upon the Trust when duly authorized or ratified by action of the Board of Trustees and executed by an authorized person.

SECTION 2. CHECKS AND DRAFTS. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Trust shall be signed by such officer or agent of the Trust in such manner as shall from time to time be determined by the Board of Trustees.

SECTION 3. DEPOSITS. All funds of the Trust not otherwise employed shall be deposited or invested from time to time to the credit of the Trust as the Board of Trustees, the chief executive officer, the president, the chief financial officer, or any other officer designated by the Board of Trustees may determine.

ARTICLE VII

SHARES

SECTION 1. CERTIFICATES. Except as may be otherwise provided by the Board of Trustees, shareholders of the Trust are not entitled to certificates evidencing the shares of beneficial interest held by them. In the event that the Trust issues shares of beneficial interest evidenced by certificates, such certificates shall be in such form as prescribed by the Board of Trustees or a duly authorized officer, shall contain the statements and information required by

the MRL and shall be signed by the officers of the Trust in any manner permitted by the MRL. In the event that the Trust issues shares of beneficial interest without certificates, to the extent then required by the MRL, the Trust shall provide to the record holders of such shares a written statement of the information required by the MRL to be included on share certificates. There shall be no differences in the rights and obligations of shareholders based on whether or not their shares are evidenced by certificates.

SECTION 2. TRANSFERS. All transfers of shares shall be made on the books of the Trust, by the holder of the shares, in person or by his or her attorney, in such manner as the Board of Trustees or any officer of the Trust may prescribe and, if such shares are certificated, upon surrender of certificates duly endorsed. The issuance of a new certificate upon the transfer of certificated shares is subject to the determination of the Board of Trustees that such shares shall no longer be evidenced by certificates. Upon the transfer of any uncertificated shares the Trust shall provide to the record holders of such shares, to the extent then required by the MRL, a written statement of the information required by the MRL to be included on share certificates.

The Trust shall be entitled to treat the holder of record of any share of beneficial interest as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share or on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise expressly provided by the laws of the State of Maryland.

Notwithstanding the foregoing, transfers of shares of any class or series of beneficial interest will be subject in all respects to the Declaration of Trust and all of the terms and conditions contained therein.

SECTION 3. REPLACEMENT CERTIFICATE. Any officer of the Trust may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Trust alleged to have been lost, destroyed, stolen or mutilated, upon the making of an affidavit of that fact by the person claiming the certificate to be lost, destroyed, stolen or mutilated; provided, however, if such shares have ceased to be certificated, no new certificate shall be issued unless requested in writing by such shareholder and the Board of Trustees has determined that such certificates may be issued. Unless otherwise determined by an officer of the Trust, the owner of such lost, destroyed, stolen or mutilated certificate or certificates, or his or her legal representative, shall be required, as a condition precedent to the issuance of a new certificate or certificates, to give the Trust a bond in such sums as it may direct as indemnity against any claim that may be made against the Trust.

SECTION 4. FIXING OF RECORD DATE. The Board of Trustees may set, in advance, a record date for the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or determining shareholders entitled to receive payment of any dividend or the allotment of any other rights, or in order to make a determination of shareholders for any other proper purpose. Such date, in any case, shall not be prior to the close of business on the day the record date is fixed and shall be not more than 90 days and, in the case of a meeting of shareholders, not less than ten days, before the date on which the meeting or particular action requiring such determination of shareholders of record is to be held or taken.

When a record date for the determination of shareholders entitled to notice of and to vote at any meeting of shareholders has been set as provided in this section, such record date shall continue to apply to the meeting if adjourned or postponed, except if the meeting is adjourned or postponed to a date more than 120 days after the record date originally fixed for the meeting, in which case a new record date for such meeting shall be determined as set forth herein.

SECTION 5. SHARE LEDGER. The Trust shall maintain at its principal office or at the office of its counsel, accountants or transfer agent, an original or duplicate share ledger containing the name and address of each shareholder and the number of shares of each class held by such shareholder.

SECTION 6. FRACTIONAL SHARES; ISSUANCE OF UNITS. The Board of Trustees may authorize the Trust to issue fractional shares or authorize the issuance of scrip, all on such terms and under such conditions as it may determine. Notwithstanding any other provision of the Declaration of Trust or these Bylaws, the Board of Trustees may authorize the issuance of units consisting of different securities of the Trust. Any security issued in a unit shall have the same characteristics as any identical securities issued by the Trust, except that the Board of Trustees may provide that for a specified period securities of the Trust issued in such unit may be transferred on the books of the Trust only in such unit.

ARTICLE VIII

ACCOUNTING YEAR

The Board of Trustees shall have the power, from time to time, to fix the fiscal year of the Trust by a duly adopted resolution.

ARTICLE IX

DISTRIBUTIONS

SECTION 1. AUTHORIZATION. Dividends and other distributions upon the shares of beneficial interest of the Trust may be authorized by the Board of Trustees, subject to the provisions of law and the Declaration of Trust. Dividends and other distributions may be paid in cash, property or shares of beneficial interest of the Trust, subject to the provisions of law and the Declaration of Trust.

SECTION 2. CONTINGENCIES. Before payment of any dividends or other distributions, there may be set aside out of any assets of the Trust available for dividends or other distributions such sum or sums as the Board of Trustees may from time to time, in its absolute discretion, think proper as a reserve fund for contingencies, for equalizing dividends, for repairing or maintaining any property of the Trust or for such other purpose as the Board of Trustees shall determine, and the Board of Trustees may modify or abolish any such reserve.

ARTICLE X

INVESTMENT POLICY

Subject to the provisions of the Declaration of Trust, the Board of Trustees may from time to time adopt, amend, revise or terminate any policy or policies with respect to investments by the Trust as it shall deem appropriate in its sole discretion.

ARTICLE XI

SEAL

SECTION 1. SEAL. The Board of Trustees may authorize the adoption of a seal by the Trust. The seal shall contain the name of the Trust and the year of its formation and the words “Formed in Maryland.” The Board of Trustees may authorize one or more duplicate seals and provide for the custody thereof.

SECTION 2. AFFIXING SEAL. Whenever the Trust is permitted or required to affix its seal to a document, it shall be sufficient to meet the requirements of any law, rule or regulation relating to a seal to place the word “(SEAL)” adjacent to the signature of the person authorized to execute the document on behalf of the Trust.

ARTICLE XII

INDEMNIFICATION AND ADVANCE OF EXPENSES

To the maximum extent permitted by Maryland law in effect from time to time, the Trust shall indemnify and, without requiring a preliminary determination of the ultimate entitlement to indemnification, shall pay or reimburse reasonable expenses in advance of final disposition of a proceeding to (a) any individual who is a present or former trustee or officer of the Trust and who is made or threatened to be made a party to the proceeding by reason of his or her service in that capacity or (b) any individual who, while a trustee or officer of the Trust and at the request of the Trust, serves or has served as a director, trustee, officer, partner, member or manager of another corporation, real estate investment trust, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise and who is made or threatened to be made a party to the proceeding by reason of his or her service in that capacity. The rights to indemnification and advance of expenses provided by the Declaration of Trust and these Bylaws shall vest immediately upon election of a trustee or officer. The Trust may, with the approval of its Board of Trustees, provide such indemnification and advance for expenses to an individual who served a predecessor of the Trust in any of the capacities described in (a) or (b) above and to any employee or agent of the Trust or a predecessor of the Trust. The indemnification and payment or reimbursement of expenses provided in these Bylaws shall not be deemed exclusive of or limit in any way other rights to which any person seeking indemnification or payment or reimbursement of expenses may be or may become entitled under any bylaw, resolution, insurance, agreement or otherwise.

Neither the amendment nor repeal of this Article XII, nor the adoption or amendment of any other provision of the Declaration of Trust or these Bylaws inconsistent with this Article,

shall apply to or affect in any respect the applicability of the preceding paragraph of this Article XII with respect to any act or failure to act that occurred prior to such amendment, repeal or adoption.

ARTICLE XIII

WAIVER OF NOTICE

Whenever any notice of a meeting is required to be given pursuant to the Declaration of Trust or these Bylaws or pursuant to applicable law, a waiver thereof in writing or by electronic transmission, given by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Neither the business to be transacted at nor the purpose of any meeting need be set forth in the waiver of notice of such meeting, unless specifically required by statute. The attendance of any person at any meeting shall constitute a waiver of notice of such meeting, except where such person attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting has not been lawfully called or convened.

ARTICLE XIV

EXCLUSIVE FORUM FOR CERTAIN LITIGATION

Unless the Trust consents in writing to the selection of an alternative forum, and to the fullest extent permitted by law, the Circuit Court for Baltimore City, Maryland, or, if that Court does not have jurisdiction, the United States District Court for the District of Maryland, Baltimore Division, shall be the sole and exclusive forum for (a) any derivative action or proceeding brought in the right or on behalf of the Trust, (b) any action asserting a claim of breach of any duty owed by any trustee, officer, other employee, or agent of the Trust to the Trust or to the shareholders of the Trust, (c) any action asserting a claim against the Trust or any trustee, officer, other employee, or agent of the Trust arising pursuant to any provision of the MRL, the Declaration of Trust or these Bylaws, or (d) any action asserting a claim against the Trust or any trustee or officer or other employee of the Trust that is governed by the internal affairs doctrine. In the event that any action or proceeding described in the this Article XIV is pending in the Circuit Court for Baltimore City, Maryland, any shareholder that is a party to such action, proceeding or claim shall cooperate in seeking to have the action or proceeding assigned to the Business & Technology Case Management Program.

ARTICLE XV

AMENDMENT OF BYLAWS

These Bylaws may be amended, altered or repealed, and new Bylaws adopted, by the Board of Trustees or by the affirmative vote of holders of shares of the Company representing not less than a majority of all the votes entitled to be cast on the matter.

ARTICLE XVI

MISCELLANEOUS

All references to the Declaration of Trust shall include all amendments and supplements thereto and any other documents filed with and accepted for record by the State Department of Assessments and Taxation related thereto.

ARTICLE XVII

SEVERABILITY

If any provision of these Bylaws shall be held invalid or unenforceable in any respect, such holding shall apply only to the extent of any such invalidity or unenforceability and shall not in any manner affect, impair or render invalid or unenforceable any other provision of these Bylaws in any jurisdiction.

EX-31.1

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, W. Matthew Kelly, certify that:

1. I have reviewed this quarterly report on Form 10-Q of JBG SMITH Properties;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

August 8, 2023	/s/ W. Matthew Kelly
	W. Matthew Kelly
	Chief Executive Officer
	(Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, M. Moina Banerjee, certify that:

1. I have reviewed this quarterly report on Form 10-Q of JBG SMITH Properties;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

August 8, 2023	/s/ M. Moina Banerjee
	M. Moina Banerjee
	Chief Financial Officer
	(Principal Financial Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED

PURSUANT TO SECTION 906 OF THE

SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of JBG SMITH Properties (the “Company”) on Form 10-Q for the period ended June 30, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, W. Matthew Kelly, Chief Executive Officer of the Company, and I, M. Moina Banerjee, Chief Financial Officer of the Company, certify, to our knowledge, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

August 8, 2023	/s/ W. Matthew Kelly
	W. Matthew Kelly
	Chief Executive Officer
August 8, 2023	/s/ M. Moina Banerjee
	M. Moina Banerjee
	Chief Financial Officer

XML

Cover Page - shares	6 Months Ended
	Jun. 30, 2023	Aug. 04, 2023
Cover page.
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2023
Document Transition Report	false
Entity File Number	001-37994
Entity Registrant Name	JBG SMITH PROPERTIES
Entity Incorporation, State or Country Code	MD
Entity Tax Identification Number	81-4307010
Entity Address, Address Line One	4747 Bethesda Avenue
Entity Address, Address Line Two	Suite 200
Entity Address, City or Town	Bethesda
Entity Address, State or Province	MD
Entity Address, Postal Zip Code	20814
City Area Code	240
Local Phone Number	333-3600
Title of 12(b) Security	Common Shares, par value $0.01 per share
Trading Symbol	JBGS
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		103,439,327
Entity Central Index Key	0001689796
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q2
Amendment Flag	false

XML

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Real estate, at cost:
Land and improvements	$ 1,267,379	$ 1,302,569
Buildings and improvements	4,175,488	4,310,821
Construction in progress, including land	694,793	544,692
Real estate, at cost	6,137,660	6,158,082
Less: accumulated depreciation	(1,396,766)	(1,335,000)
Real estate, net	4,740,894	4,823,082
Cash and cash equivalents	156,639	241,098
Restricted cash	46,205	32,975
Tenant and other receivables	44,863	56,304
Deferred rent receivable	165,797	170,824
Investments in unconsolidated real estate ventures	309,219	299,881
Intangible assets, net	144,308	162,246
Other assets, net	175,677	117,028
TOTAL ASSETS	5,783,602	5,903,438
Liabilities:
Mortgage loans, net	1,689,207	1,890,174
Revolving credit facility	62,000
Term loans, net	716,757	547,072
Accounts payable and accrued expenses	129,325	138,060
Other liabilities, net	139,445	132,710
Total liabilities	2,736,734	2,708,016
Commitments and contingencies
Redeemable noncontrolling interests	455,886	481,310
Shareholders' equity:
Preferred shares, $0.01 par value - 200,000 shares authorized; none issued
Common shares, $0.01 par value - 500,000 shares authorized; 105,139 and 114,013 shares issued and outstanding as of June 30, 2023 and December 31, 2022	1,052	1,141
Additional paid-in capital	3,156,511	3,263,738
Accumulated deficit	(641,813)	(628,636)
Accumulated other comprehensive income	43,491	45,644
Total shareholders' equity of JBG SMITH Properties	2,559,241	2,681,887
Noncontrolling interests	31,741	32,225
Total equity	2,590,982	2,714,112
TOTAL LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY	$ 5,783,602	$ 5,903,438

XML

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares shares in Thousands	Jun. 30, 2023	Dec. 31, 2022
Condensed Consolidated Balance Sheets
Preferred shares, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred shares, shares authorized	200,000	200,000
Preferred shares, shares issued	0	0
Common shares, par value (in dollars per share)	$ 0.01	$ 0.01
Common shares, shares authorized	500,000	500,000
Common stock, shares issued	105,139	114,013
Common shares, shares outstanding	105,139	114,013

XML

Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
REVENUE
Property rental	$ 120,592	$ 117,036	$ 244,625	$ 248,634
Third-party real estate services, including reimbursements	22,862	22,157	45,646	46,127
Other revenue	8,641	6,312	14,786	12,709
Total revenue	152,095	145,505	305,057	307,470
EXPENSES
Depreciation and amortization	49,218	49,479	102,649	107,541
Property operating	35,912	35,445	71,524	76,089
Real estate taxes	14,424	14,946	29,648	33,132
General and administrative:
Corporate and other	15,093	14,782	31,216	30,597
Third-party real estate services	22,105	24,143	45,928	51,192
Share-based compensation related to Formation Transaction and special equity awards		1,577	351	3,821
Transaction and other costs	3,492	1,987	5,964	2,886
Total expenses	140,244	142,359	287,280	305,258
OTHER INCOME (EXPENSE)
Income (loss) from unconsolidated real estate ventures, net	510	(2,107)	943	1,038
Interest and other income, net	2,281	1,672	6,358	15,918
Interest expense	(25,835)	(16,041)	(52,677)	(32,319)
Gain on the sale of real estate, net		158,767	40,700	158,631
Loss on the extinguishment of debt	(450)	(1,038)	(450)	(1,629)
Total other income (expense)	(23,494)	141,253	(5,126)	141,639
INCOME (LOSS) BEFORE INCOME TAX EXPENSE	(11,643)	144,399	12,651	143,851
Income tax expense	(611)	(2,905)	(595)	(2,434)
NET INCOME (LOSS)	(12,254)	141,494	12,056	141,417
Net (income) loss attributable to redeemable noncontrolling interests	1,398	(18,248)	(1,965)	(18,258)
Net loss attributable to noncontrolling interests	311	29	535	84
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS	$ (10,545)	$ 123,275	$ 10,626	$ 123,243
EARNINGS (LOSS) PER COMMON SHARE:
EARNINGS (LOSS) PER COMMON SHARE - BASIC	$ (0.10)	$ 1.02	$ 0.09	$ 0.99
EARNINGS (LOSS) PER COMMON SHARE - DILUTED	$ (0.10)	$ 1.02	$ 0.09	$ 0.99
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC	109,695	121,316	111,862	123,984
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - DILUTED	109,695	121,316	111,862	123,984

XML

Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Condensed Consolidated Statements of Comprehensive Income
NET INCOME (LOSS)	$ (12,254)	$ 141,494	$ 12,056	$ 141,417
OTHER COMPREHENSIVE INCOME (LOSS):
Change in fair value of derivative financial instruments	21,789	7,225	12,820	32,320
Reclassification of net (income) loss on derivative financial instruments from accumulated other comprehensive income into interest expense	(7,534)	2,791	(15,350)	6,547
Total other comprehensive income (loss)	14,255	10,016	(2,530)	38,867
COMPREHENSIVE INCOME	2,001	151,510	9,526	180,284
Net (income) loss attributable to redeemable noncontrolling interests	1,398	(18,248)	(1,965)	(18,258)
Net loss attributable to noncontrolling interests	311	29	535	84
Other comprehensive (income) loss attributable to redeemable noncontrolling interests	(1,781)	(1,311)	444	(4,277)
Other comprehensive income attributable to noncontrolling interests	(1,019)		(67)
COMPREHENSIVE INCOME ATTRIBUTABLE TO JBG SMITH PROPERTIES	$ 910	$ 131,980	$ 8,473	$ 157,833

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Condensed Consolidated Statements of Equity - USD ($) shares in Thousands, $ in Thousands	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Accumulated Other Comprehensive Income (Loss)	Noncontrolling Interests in Consolidated Subsidiaries	Total
Balance at beginning of period at Dec. 31, 2021	$ 1,275	$ 3,539,916	$ (609,331)	$ (15,950)	$ 22,507	$ 2,938,417
Balance at beginning of period (in shares) at Dec. 31, 2021	127,378
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss) attributable to common shareholders and noncontrolling interests			123,243		(84)	123,159
Redemption of OP units for common shares	$ 3	7,773				7,776
Redemption of OP units for common shares (in shares)	280
Common shares repurchased	$ (118)	(306,921)				(307,039)
Common shares repurchased (in shares)	(11,840)
Common shares issued pursuant to employee incentive compensation plan and ESPP		1,429				1,429
Common shares issued pursuant to employee incentive compensation plan and ESPP (in shares)	44
Dividends declared on common shares			(27,658)			(27,658)
Contributions from noncontrolling interests, net					9,217	9,217
Redeemable noncontrolling interests redemption value adjustment and total other comprehensive income loss allocation		43,314		(4,277)		39,037
Total other comprehensive income (loss)				38,867		38,867
Balance at end of period (in shares) at Jun. 30, 2022	115,862
Balance at end of period at Jun. 30, 2022	$ 1,160	3,285,511	(513,746)	18,640	31,640	2,823,205
Balance at beginning of period at Mar. 31, 2022	$ 1,243	3,444,793	(609,363)	9,935	28,438	2,875,046
Balance at beginning of period (in shares) at Mar. 31, 2022	124,248
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss) attributable to common shareholders and noncontrolling interests			123,275		(29)	123,246
Redemption of OP units for common shares	$ 1	1,761				1,762
Redemption of OP units for common shares (in shares)	72
Common shares repurchased	$ (84)	(213,807)				(213,891)
Common shares repurchased (in shares)	(8,499)
Common shares issued pursuant to employee incentive compensation plan and ESPP		1,143				1,143
Common shares issued pursuant to employee incentive compensation plan and ESPP (in shares)	41
Dividends declared on common shares			(27,658)			(27,658)
Contributions from noncontrolling interests, net					3,231	3,231
Redeemable noncontrolling interests redemption value adjustment and total other comprehensive income loss allocation		51,621		(1,311)		50,310
Total other comprehensive income (loss)				10,016		10,016
Balance at end of period (in shares) at Jun. 30, 2022	115,862
Balance at end of period at Jun. 30, 2022	$ 1,160	3,285,511	(513,746)	18,640	31,640	2,823,205
Balance at beginning of period at Dec. 31, 2022	$ 1,141	3,263,738	(628,636)	45,644	32,225	$ 2,714,112
Balance at beginning of period (in shares) at Dec. 31, 2022	114,013					114,013
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss) attributable to common shareholders and noncontrolling interests			10,626		(535)	$ 10,091
Redemption of OP units for common shares	$ 16	25,492				25,508
Redemption of OP units for common shares (in shares)	1,577
Common shares repurchased	$ (105)	(155,740)				(155,845)
Common shares repurchased (in shares)	(10,526)
Common shares issued pursuant to employee incentive compensation plan and ESPP		1,796				1,796
Common shares issued pursuant to employee incentive compensation plan and ESPP (in shares)	75
Dividends declared on common shares			(23,803)			(23,803)
Distributions to noncontrolling interests, net					(16)	(16)
Redeemable noncontrolling interests redemption value adjustment and total other comprehensive income loss allocation		21,225		444		21,669
Total other comprehensive income (loss)				(2,530)		(2,530)
Other comprehensive income attributable to noncontrolling interests				(67)	67	$ (67)
Balance at end of period (in shares) at Jun. 30, 2023	105,139					105,139
Balance at end of period at Jun. 30, 2023	$ 1,052	3,156,511	(641,813)	43,491	31,741	$ 2,590,982
Balance at beginning of period at Mar. 31, 2023	$ 1,137	3,282,290	(607,465)	32,036	31,042	2,739,040
Balance at beginning of period (in shares) at Mar. 31, 2023	113,583
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss) attributable to common shareholders and noncontrolling interests			(10,545)		(311)	(10,856)
Redemption of OP units for common shares	$ 8	11,718				11,726
Redemption of OP units for common shares (in shares)	821
Common shares repurchased	$ (93)	(135,654)				(135,747)
Common shares repurchased (in shares)	(9,321)
Common shares issued pursuant to employee incentive compensation plan and ESPP		1,172				1,172
Common shares issued pursuant to employee incentive compensation plan and ESPP (in shares)	56
Dividends declared on common shares			(23,803)			(23,803)
Distributions to noncontrolling interests, net					(9)	(9)
Redeemable noncontrolling interests redemption value adjustment and total other comprehensive income loss allocation		(3,015)		(1,781)		(4,796)
Total other comprehensive income (loss)				14,255		14,255
Other comprehensive income attributable to noncontrolling interests				(1,019)	1,019	$ (1,019)
Balance at end of period (in shares) at Jun. 30, 2023	105,139					105,139
Balance at end of period at Jun. 30, 2023	$ 1,052	$ 3,156,511	$ (641,813)	$ 43,491	$ 31,741	$ 2,590,982

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Condensed Consolidated Statements of Equity (Parenthetical) - $ / shares	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Condensed Consolidated Statements of Equity
Dividends cash declared	$ 0.225	$ 0.225	$ 0.225	$ 0.225

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Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
OPERATING ACTIVITIES:
Net income	$ 12,056	$ 141,417
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Share-based compensation expense	20,514	25,375
Depreciation and amortization expense, including amortization of deferred financing costs	105,105	109,697
Deferred rent	(15,256)	(7,237)
Income from unconsolidated real estate ventures, net	(943)	(1,038)
Amortization of market lease intangibles, net	(510)	(621)
Amortization of lease incentives	1,340	4,303
Loss on the extinguishment of debt	450	1,629
Gain on the sale of real estate, net	(40,700)	(158,631)
(Income) loss on operating lease and other receivables	(351)	738
Income from investments, net	(1,305)	(15,282)
Return on capital from unconsolidated real estate ventures	9,354	6,028
Other non-cash items	5,800	(4,781)
Changes in operating assets and liabilities:
Tenant and other receivables	12,138	(2,847)
Other assets, net	4,273	(3,669)
Accounts payable and accrued expenses	(19,172)	(1,375)
Other liabilities, net	(3,362)	13,943
Net cash provided by operating activities	89,431	107,649
INVESTING ACTIVITIES:
Development costs, construction in progress and real estate additions	(164,776)	(128,114)
Acquisition of real estate	(19,551)
Proceeds from the sale of real estate	68,998	923,108
Proceeds from the sale of investments		19,030
Distributions of capital from unconsolidated real estate ventures		52,465
Investments in unconsolidated real estate ventures and other investments	(20,171)	(81,185)
Net cash (used in) provided by investing activities	(135,500)	785,304
FINANCING ACTIVITIES:
Borrowings under mortgage loans	251,714
Borrowings under revolving credit facility	122,000
Borrowings under term loans	170,000
Repayments of mortgage loans	(278,469)	(167,132)
Repayments of revolving credit facility	(60,000)	(300,000)
Debt issuance and modification costs	(17,213)	(1,256)
Redemption of partner's noncontrolling interest	(647)
Proceeds from common shares issued pursuant to ESPP	665	800
Common shares repurchased	(155,845)	(297,040)
Dividends paid to common shareholders	(49,455)	(56,323)
Distributions to redeemable noncontrolling interests	(7,895)	(8,196)
Distributions to noncontrolling interests	(15)	(21)
Contributions from noncontrolling interests		9,238
Net cash used in financing activities	(25,160)	(819,930)
Net (decrease) increase in cash and cash equivalents, and restricted cash	(71,229)	73,023
Cash and cash equivalents, and restricted cash, beginning of period	274,073	302,095
Cash and cash equivalents, and restricted cash, end of period	202,844	375,118
SUPPLEMENTAL DISCLOSURE OF CASH FLOW AND NON-CASH INFORMATION:
Cash paid for interest (net of capitalized interest of $7,221 and $3,928 in 2023 and 2022)	44,379	34,612
Accrued capital expenditures included in accounts payable and accrued expenses	75,565	57,426
Write-off of fully depreciated assets	3,335	7,993
Conversion of OP Units to common shares	25,508	7,776
Recognition of operating lease right-of-use asset	61,443
Recognition of liabilities related to operating lease right-of-use asset	61,443
Cash paid for amounts included in the measurement of lease liabilities for operating leases	$ 1,967	$ 1,092

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Condensed Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
CASH AND CASH EQUIVALENTS, AND RESTRICTED CASH, END OF PERIOD:
Cash and cash equivalents	$ 156,639	$ 162,270
Restricted cash	46,205	212,848
Cash and cash equivalents, and restricted cash	202,844	375,118
Capitalized interest	$ 7,221	$ 3,928

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Organization and Basis of Presentation

6 Months Ended

Jun. 30, 2023

Organization and Basis of Presentation

Organization and Basis of Presentation

1.Organization and Basis of Presentation

Organization

JBG SMITH Properties ("JBG SMITH"), a Maryland real estate investment trust, owns, operates, invests in and develops mixed-use properties in high growth and high barrier-to-entry submarkets in and around Washington, D.C. Through an intense focus on placemaking, JBG SMITH cultivates vibrant, amenity-rich, walkable neighborhoods throughout the Washington, D.C. metropolitan area. Approximately two-thirds of our holdings are in the National Landing submarket in Northern Virginia, which is anchored by four key demand drivers: Amazon.com, Inc.'s ("Amazon") new headquarters; Virginia Tech's under-construction $1 billion Innovation Campus; the submarket’s proximity to the Pentagon; and our deployment of next-generation public and private 5G digital infrastructure. In addition, our third-party asset management and real estate services business provides fee-based real estate services to the Washington Housing Initiative ("WHI") Impact Pool, the legacy funds formerly organized by The JBG Companies ("JBG") (the "JBG Legacy Funds") and other third parties. Substantially all our assets are held by, and our operations are conducted through, JBG SMITH Properties LP ("JBG SMITH LP"), our operating partnership. As of June 30, 2023, JBG SMITH, as its sole general partner, controlled JBG SMITH LP and owned 88.1% of its OP Units, after giving effect to the conversion of certain vested long-term incentive partnership units ("LTIP Units") that are convertible into OP Units. 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: (i) 10.0% subordinated interest in one commercial building, (ii) 33.5% subordinated interest in four commercial buildings (the "Fortress Assets") and (iii) 49.0% interest in three commercial buildings (the "L'Enfant Plaza Assets"), as well as the associated non-recourse mortgage loans, held through unconsolidated real estate ventures; these interests and debt are excluded because our investment in each real estate venture is zero, we do not anticipate receiving any near-term cash flow distributions from the real estate ventures, and we have not guaranteed their obligations or otherwise committed to providing financial support.

We were organized for the purpose of receiving, via the spin-off on July 17, 2017 (the "Separation"), substantially all of the assets and liabilities of Vornado Realty Trust's ("Vornado") Washington, D.C. segment. On July 18, 2017, we acquired the management business, and certain assets and liabilities of JBG (the "Combination"). The Separation and the Combination are collectively referred to as the "Formation Transaction."

As of June 30, 2023, our Operating Portfolio consisted of 51 operating assets comprising 31 commercial assets totaling 9.7 million square feet (8.2 million square feet at our share), 18 multifamily assets totaling 6,756 units (6,756 units at our share) and two wholly owned land assets for which we are the ground lessor. Additionally, we have two under-construction multifamily assets with 1,583 units (1,583 units at our share) and 20 assets in the development pipeline totaling 12.5 million square feet (9.8 million square feet at our share) of estimated potential development density.

We derive our revenue primarily from leases with multifamily and commercial tenants, which include fixed and percentage rents, and reimbursements from tenants for certain expenses such as real estate taxes, property operating expenses, and repairs and maintenance. In addition, our third-party asset management and real estate services business provides fee-based real estate services.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements and notes are prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and with the instructions of Form 10-Q and Article 10 of Regulation S-X. Accordingly, these condensed consolidated financial statements do not contain certain information required in annual financial statements and notes as required under GAAP. In our opinion, all adjustments considered necessary for a fair presentation have been included, and all such adjustments are of a normal recurring nature. All intercompany transactions and balances have been eliminated. The results of operations

for the three and six months ended June 30, 2023 and 2022 are not necessarily indicative of the results that may be expected for a full year. These condensed consolidated financial statements should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2022, filed with the Securities and Exchange Commission on February 21, 2023 ("Annual Report").

The accompanying condensed consolidated financial statements include our accounts and those of our wholly owned subsidiaries and consolidated variable interest entities ("VIEs"), including JBG SMITH LP. See Note 5 for additional information on our VIEs. The portions of the equity and net income (loss) of consolidated entities that are not attributable to us are presented separately as amounts attributable to noncontrolling interests in our condensed consolidated financial statements.

References to our financial statements refer to our unaudited condensed consolidated financial statements as of June 30, 2023 and December 31, 2022, and for the three and six months ended June 30, 2023 and 2022. References to our balance sheets refer to our condensed consolidated balance sheets as of June 30, 2023 and December 31, 2022. References to our statements of operations refer to our condensed consolidated statements of operations for the three and six months ended June 30, 2023 and 2022. References to our statements of comprehensive income refer to our condensed consolidated statements of comprehensive income for the three and six months ended June 30, 2023 and 2022.

Income Taxes

We have elected to be taxed as a real estate investment trust ("REIT") under sections 856-860 of the Internal Revenue Code of 1986, as amended (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. We also participate in the activities conducted by our subsidiary entities that have elected to be treated as taxable REIT subsidiaries under the Code. As such, we are subject to federal, state and local taxes on the income from those activities.

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Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2023

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

2.Summary of Significant Accounting Policies

Significant Accounting Policies

There were no material changes to our significant accounting policies disclosed in our Annual Report.

Use of Estimates

The preparation of the financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates.

Recent Accounting Pronouncements

Reference Rate Reform

In March 2020, the Financial Accounting Standards Board issued Accounting Standards Update ("ASU") 2020-04, Reference Rate Reform ("Topic 848"), which was amended in December 2022 by ASU 2022-06, Reference Rate Reform (Topic 848). Topic 848 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance in Topic 848 is optional and may be elected through December 31, 2024 as reference rate reform activities occur. We elected to apply the hedge accounting expedients that allow us to (i) continue to amortize previously deferred gains and losses in accumulated other comprehensive income related to terminated hedges into earnings in accordance with the underlying hedged forecasted transactions, (ii) modify loan agreements to replace the reference rate without treating the change as a contract modification and (iii) modify the reference rate of the hedging instruments without it being considered a change in critical terms requiring redesignation. We also elected to apply the hedge accounting expedients related to (i) the assertion that our hedged forecasted transactions remain probable and (ii) the assessments of effectiveness for future London Interbank Offered Rate ("LIBOR") indexed cash flows to assume that the

index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients preserves the past presentation of our derivatives. We will continue to evaluate the impact of the guidance and may apply other elections, as applicable.

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Acquisition and Dispositions

6 Months Ended

Jun. 30, 2023

Acquisition and Dispositions

Acquisition and Dispositions

3.Acquisition and Dispositions

Acquisition

During the six months ended June 30, 2023, we paid the deferred purchase price of $19.6 million related to the acquisition of a development parcel, formerly the Americana hotel, in 2020.

Dispositions

The following is a summary of activity for the six months ended June 30, 2023:

									Gain (Loss)
				Total	Gross		Cash		on the Sale
				Square	Sales		Proceeds		of Real
Date Disposed	Assets	Segment	Location	Feet	Price		from Sale		Estate
				(In thousands)
March 17, 2023	Development Parcel	Other	Arlington, Virginia	—	$	5,500	$	4,954	$	(53)
March 23, 2023	4747 Bethesda Avenue (1)	Commercial	Bethesda, Maryland							40,053
	Other (2)									700
									$	40,700

(1) We sold an 80.0% interest in the asset for a gross sales price of $196.0 million, representing a gross valuation of $245.0 million. See Note 4 for additional information.

(2) Represents recognition of contingent consideration related to a prior period disposition.

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Investments in Unconsolidated Real Estate Ventures

6 Months Ended

Jun. 30, 2023

Investments in Unconsolidated Real Estate Ventures

Investments in Unconsolidated Real Estate Ventures

4.Investments in Unconsolidated Real Estate Ventures

The following is a summary of the composition of our investments in unconsolidated real estate ventures:

	Effective
	Ownership
Real Estate Venture	Interest (1)	June 30, 2023		December 31, 2022
		(In thousands)
Prudential Global Investment Management	50.0%	$	198,475	$	203,529
J.P. Morgan Global Alternatives ("J.P. Morgan") (2)	50.0%		68,275		64,803
4747 Bethesda Venture (3)	20.0%		13,577		—
Brandywine Realty Trust	30.0%		13,682		13,678
CBREI Venture	9.9% - 10.0%		12,380		12,516
Landmark Partners (4)	18.0%		2,267		4,809
Other			563		546
Total investments in unconsolidated real estate ventures (5) (6)		$	309,219	$	299,881

(1) Reflects our effective ownership interests in the underlying real estate as of June 30, 2023. We have multiple investments with certain venture partners with varying ownership interests in the underlying real estate.

(2) J.P. Morgan is the advisor for an institutional investor.

(3) In March 2023, we sold an 80.0% interest in 4747 Bethesda Avenue for a gross sales price of $196.0 million, representing a gross valuation of $245.0 million. In connection with the transaction, the real estate venture assumed the related $175.0 million mortgage loan.

(4) Excludes the L'Enfant Plaza Assets for which we have a zero investment balance and discontinued applying the equity method of accounting after September 30, 2022.

(5) Excludes (i) 10.0% subordinated interest in one commercial building, (ii) the Fortress Assets and (iii) the L'Enfant Plaza Assets held through unconsolidated real estate ventures. For more information see Note 1. Also, excludes our interest in an investment in the real estate venture that owns 1101 17th Street for which we have discontinued applying the equity method of accounting since June

30, 2018 because we received distributions in excess of our contributions and share of earnings, which reduced our investment to zero; further, we are not obligated to provide for losses, have not guaranteed its obligations or otherwise committed to provide financial support.

(6) As of June 30, 2023 and December 31, 2022, our total investments in unconsolidated real estate ventures were greater than our share of the net book value of the underlying assets by $7.0 million and $8.9 million, resulting principally from capitalized interest and our zero investment balance in certain real estate ventures.

We provide leasing, property management and other real estate services to our unconsolidated real estate ventures. We recognized revenue, including expense reimbursements, of $5.6 million and $10.8 million for the three and six months ended June 30, 2023, and $6.6 million and $12.2 million for the three and six months ended June 30, 2022 for such services.

The following is a summary of the debt of our unconsolidated real estate ventures:

	Weighted
	Average Effective
	Interest Rate (1)	June 30, 2023		December 31, 2022
		(In thousands)
Variable rate (2)	6.06%	$	358,271	$	184,099
Fixed rate (3)	4.13%		60,000		60,000
Mortgage loans (4)			418,271		244,099
Unamortized deferred financing costs and premium / discount, net			(10,082)		(411)
Mortgage loans, net (4) (5)		$	408,189	$	243,688

(1) Weighted average effective interest rate as of June 30, 2023.

(2) Includes variable rate mortgages with interest rate cap agreements.

(3) Includes variable rate mortgages with interest rates fixed by interest rate swap agreements.

(4) Excludes mortgage loans related to the Fortress Assets and the L'Enfant Plaza Assets.

(5) See Note 17 for additional information on guarantees of the debt of certain of our unconsolidated real estate ventures.

The following is a summary of financial information for our unconsolidated real estate ventures:

	June 30, 2023		December 31, 2022
	(In thousands)
Combined balance sheet information: (1)
Real estate, net	$	1,070,477	$	888,379
Other assets, net		184,566		160,015
Total assets	$	1,255,043	$	1,048,394
Mortgage loans, net	$	408,189	$	243,688
Other liabilities, net		53,163		54,639
Total liabilities		461,352		298,327
Total equity		793,691		750,067
Total liabilities and equity	$	1,255,043	$	1,048,394

	Three Months Ended June 30,					Six Months Ended June 30,
	2023		2022		X	2023		2022
	(In thousands)
Combined income statement information: (1)
Total revenue	$	24,952	$	41,379		$	44,985	$	84,253
Operating income (2)		5,088		36,108			7,579		84,534
Net income (loss) (2)		(2,214)		25,127			(3,934)		64,410

(1) Excludes amounts related to the Fortress Assets. Excludes combined balance sheet information for both periods presented and combined income statement information for the three and six months ended June 30, 2023 related to the L'Enfant Plaza Assets as we discontinued applying the equity method of accounting after September 30, 2022.

(2) Includes the gain on the sale of various assets totaling $32.3 million and $77.4 million during the three and six months ended June 30, 2022.

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Variable Interest Entities

6 Months Ended

Jun. 30, 2023

Variable Interest Entities

Variable Interest Entities

5.Variable Interest Entities

We hold various interests in entities deemed to be VIEs, which we evaluate at acquisition, formation, after a change in the ownership agreement, after a change in the entity's economics or after any other reconsideration event to determine if the VIE should be consolidated in our financial statements or should no longer be considered a VIE. An entity is a VIE because it is in the development stage and/or does not hold sufficient equity at risk, or conducts substantially all its operations on behalf of an investor with disproportionately few voting rights. We will consolidate a VIE if we are the primary beneficiary of the VIE, which entails having the power to direct the activities that most significantly impact the VIE’s economic performance. Certain criteria we assess in determining whether we are the primary beneficiary of the VIE include our influence over significant business activities, our voting rights and any noncontrolling interest kick-out or participating rights.

Unconsolidated VIEs

As of June 30, 2023 and December 31, 2022, we had interests in entities deemed to be VIEs. Although we may be responsible for managing the day-to-day operations of these investees, we are not the primary beneficiary of these VIEs, as we do not hold unilateral power over activities that, when taken together, most significantly impact the respective VIE's economic performance. We account for our investment in these entities under the equity method. As of June 30, 2023 and December 31, 2022, the net carrying amounts of our investment in these entities were $84.3 million and $83.2 million, which were included in "Investments in unconsolidated real estate ventures" in our balance sheets. Our equity in the income of unconsolidated VIEs was included in "Income (loss) from unconsolidated real estate ventures, net" in our statements of operations. Our maximum loss exposure in these entities is limited to our investments, construction commitments and debt guarantees. See Note 17 for additional information.

Consolidated VIEs

JBG SMITH LP is our most significant consolidated VIE. We hold 88.1% of the limited partnership interest in JBG SMITH LP, act as the general partner and exercise full responsibility, discretion and control over its day-to-day management. The noncontrolling interests of JBG SMITH LP do not have substantive liquidation rights, substantive kick-out rights without cause or substantive participating rights that could be exercised by a simple majority of noncontrolling interest limited partners (including by such a limited partner unilaterally). Because the noncontrolling interest holders do not have these rights, JBG SMITH LP is a VIE. As general partner, we have the power to direct the activities of JBG SMITH LP that most significantly affect its economic performance, and through our majority interest, we have both the right to receive benefits from and the obligation to absorb losses of JBG SMITH LP. Accordingly, we are the primary beneficiary of JBG SMITH LP and consolidate it in our financial statements. Because we conduct our business through JBG SMITH LP, its total assets and liabilities comprise substantially all our consolidated assets and liabilities.

As of June 30, 2023 and December 31, 2022, excluding JBG SMITH LP, we consolidated two VIEs (1900 Crystal Drive and 2000/2001 South Bell Street) with total assets of $392.2 million and $265.5 million, and liabilities of $198.7 million and $116.3 million, primarily consisting of construction in process and mortgage loans. The assets of the VIEs can only be

used to settle the obligations of the VIEs, and the liabilities include third-party liabilities of the VIEs for which the creditors or beneficial interest holders do not have recourse against us.

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Other Assets, Net

6 Months Ended

Jun. 30, 2023

Other Assets, Net.

Other Assets, Net

6.Other Assets, Net

The following is a summary of other assets, net:

	June 30, 2023		December 31, 2022
	(In thousands)
Prepaid expenses	$	11,056	$	16,440
Derivative agreements, at fair value		53,569		61,622
Deferred financing costs, net		13,653		5,516
Deposits		401		483
Operating lease right-of-use assets (1)		61,908		1,383
Investments in funds (2)		19,671		16,748
Other investments (3)		3,589		3,524
Other		11,830		11,312
Total other assets, net	$	175,677	$	117,028

(1) Includes our corporate office lease at 4747 Bethesda Avenue as of June 30, 2023.

(2) Consists of investments in real estate-focused technology companies, which are recorded at their fair value based on their reported net asset value. During the three and six months ended June 30, 2023, unrealized (losses) gains related to these investments were ($338,000) and $1.7 million. During the three and six months ended June 30, 2022, unrealized gains related to these investments were $1.0 million and $1.2 million. During the three and six months ended June 30, 2023, realized losses related to these investments were $189,000 and $318,000. Unrealized (losses) gains and realized losses were included in "Interest and other income, net" in our statements of operations.

(3) Primarily consists of equity investments that are carried at cost. During the three and six months ended June 30, 2022, realized gains related to these investments were $178,000 and $14.1 million, which were included in "Interest and other income, net" in our statements of operations.

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Debt

6 Months Ended

Jun. 30, 2023

Debt

Debt

7.Debt

Mortgage Loans

The following is a summary of mortgage loans:

	Weighted Average
	Effective
	Interest Rate (1)	June 30, 2023		December 31, 2022
		(In thousands)
Variable rate (2)	5.43%	$	678,671	$	892,268
Fixed rate (3)	4.45%		1,025,535		1,009,607
Mortgage loans			1,704,206		1,901,875
Unamortized deferred financing costs and premium / discount, net (4)			(14,999)		(11,701)
Mortgage loans, net		$	1,689,207	$	1,890,174

(1) Weighted average effective interest rate as of June 30, 2023.

(2) Includes variable rate mortgage loans with interest rate cap agreements. For mortgage loans with interest rate caps, the weighted average interest rate cap strike was 2.42%, and the weighted average maturity date of the interest rate caps is August 2023. The interest rate cap strike is exclusive of the credit spreads associated with the mortgage loans. As of June 30, 2023, one-month LIBOR was 5.22% and one-month term Secured Overnight Financing Rate ("SOFR") was 5.14%.

(3) Includes variable rate mortgages with interest rates fixed by interest rate swap agreements.

(4) As of June 30, 2023 and December 31, 2022, excludes $2.0 million and $2.2 million of net deferred financing costs related to unfunded mortgage loans that were included in "Other assets, net" in our balance sheets.

As of June 30, 2023 and December 31, 2022, the net carrying value of real estate collateralizing our mortgage loans totaled $2.1 billion and $2.2 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. Certain mortgage loans are recourse to us. See Note 17 for additional information.

In January 2023, we entered into a $187.6 million loan facility, collateralized by The Wren and F1RST Residences. The loan has a seven-year term and a fixed interest rate of 5.13%. This loan is the initial advance under a Fannie Mae multifamily credit facility which provides flexibility for collateral substitutions, future advances tied to performance, ability to mix fixed and floating rates, and staggered maturities. Proceeds from the loan were used, in part, to repay the $131.5 million mortgage loan collateralized by 2121 Crystal Drive, which had a fixed interest rate of 5.51%.

In June 2023, we repaid $142.4 million in mortgage loans collateralized by Falkland Chase – South & West and 800 North Glebe Road.

As of June 30, 2023 and December 31, 2022, we had various interest rate swap and cap agreements on certain mortgage loans with an aggregate notional value of $1.2 billion and $1.3 billion. See Note 15 for additional information.

Revolving Credit Facility and Term Loans

As of June 30, 2023, 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 2025, a $400.0 million term loan ("Tranche A-2 Term Loan") maturing in January 2028, which includes the $50.0 million remaining advance drawn in May 2023, and a $120.0 million term loan ("2023 Term Loan") maturing in June 2028.

Effective as of June 29, 2023, the revolving credit facility was amended to: (i) reduce the borrowing capacity from $1.0 billion to $750.0 million, (ii) extend the maturity date from January 2025 to June 2027 and (iii) amend the interest rate to daily SOFR plus 1.40% to daily SOFR plus 1.85%, varying based on a ratio of our total outstanding indebtedness to a valuation of certain real property and assets. We have the option to increase the $750.0 million revolving credit facility or add term loans up to $500.0 million, and we also have the right to extend the maturity date beyond June 2027 via two six-month extension options.

In addition, on June 29, 2023, we entered into a $120.0 million term loan maturing in June 2028 with an interest rate of one-month term SOFR plus 1.25% to one-month term SOFR plus 1.80%, varying based on a ratio of our total outstanding indebtedness to a valuation of certain real property and assets. We also entered into an interest rate swap with a total notional value of $120.0 million, which fixes SOFR at an interest rate of 4.01% through the maturity date.

In July 2023, we amended the covenants related to the Tranche A-1 Term Loan and the Tranche A-2 Term Loan to be consistent with the revolving credit facility and 2023 Term Loan covenants.

The following is a summary of amounts outstanding under the revolving credit facility and term loans:

	Effective
	Interest Rate (1)	June 30, 2023		December 31, 2022
		(In thousands)
Revolving credit facility (2) (3)	6.49%	$	62,000	$	—
Tranche A-1 Term Loan (4)	2.61%	$	200,000	$	200,000
Tranche A-2 Term Loan (4)	3.54%		400,000		350,000
2023 Term Loan (5)	5.26%		120,000		—
Term loans			720,000		550,000
Unamortized deferred financing costs, net			(3,243)		(2,928)
Term loans, net		$	716,757	$	547,072

(1) Effective interest rate as of June 30, 2023. The interest rate for our revolving credit facility excludes a 0.15% facility fee.

(2) As of June 30, 2023, daily SOFR was 5.09%. As of June 30, 2023 and December 31, 2022, letters of credit with an aggregate face amount of $467,000 were outstanding under our revolving credit facility.

(3) As of June 30, 2023 and December 31, 2022, excludes $11.7 million and $3.3 million of net deferred financing costs related to our revolving credit facility that were included in "Other assets, net" in our balance sheets.

(4) As of June 30, 2023 and December 31, 2022, the outstanding balance was fixed by interest rate swap agreements. As of June 30, 2023, these interest rate swap agreements fix SOFR at a weighted average interest rate of 1.46% for the Tranche A-1 Term Loan and 2.29% for the Tranche A-2 Term Loan. Interest rate swaps for the Tranche A-1 Term Loan with a total notional value of $200.0 million mature in July 2024. Interest rate swaps for the Tranche A-2 Term Loan with a total notional value of $200.0 million mature in July 2024 and with a total notional value of $200.0 million mature in January 2028. We have two forward-starting interest rate swaps that will be effective July 2024 with a total notional value of $200.0 million, which will effectively fix SOFR for the Tranche A-2 Term Loan at a weighted average interest rate of 2.81% through the maturity date.

(5) As of June 30, 2023, the outstanding balance was fixed by an interest rate swap agreement, which fixes SOFR at an interest rate of 4.01% through the maturity date.

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Other Liabilities, Net

6 Months Ended

Jun. 30, 2023

Other Liabilities, Net.

Other Liabilities, Net

8.Other Liabilities, Net

The following is a summary of other liabilities, net:

	June 30, 2023		December 31, 2022
	(In thousands)
Lease intangible liabilities, net	$	6,403	$	7,275
Lease assumption liabilities		1,228		2,647
Lease incentive liabilities		9,685		11,539
Liabilities related to operating lease right-of-use assets (1)		65,875		5,308
Prepaid rent		15,428		15,923
Security deposits		12,879		13,963
Environmental liabilities		17,990		17,990
Deferred tax liability, net		5,181		4,903
Dividends payable		—		29,621
Derivative agreements, at fair value		755		—
Deferred purchase price related to the acquisition of a development parcel		—		19,447
Other		4,021		4,094
Total other liabilities, net	$	139,445	$	132,710

(1) Includes our corporate office lease at 4747 Bethesda Avenue as of June 30, 2023.

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Redeemable Noncontrolling Interests

6 Months Ended

Jun. 30, 2023

Redeemable Noncontrolling Interests

Redeemable Noncontrolling Interests

9.Redeemable Noncontrolling Interests

JBG SMITH LP

OP Units held by persons other than JBG SMITH are redeemable for cash or, at our election, our common shares, subject to certain limitations. Vested LTIP Units are redeemable into OP Units. During the six months ended June 30, 2023 and 2022, unitholders redeemed 1.6 million and 280,451 OP Units, which we elected to redeem for an equivalent number of our common shares. As of June 30, 2023, outstanding OP Units and redeemable LTIP Units totaled 14.1 million, representing an 11.9% ownership interest in JBG SMITH LP. Our OP Units and certain vested LTIP Units are presented at the higher of their redemption value or their carrying value, with adjustments to the redemption value recognized in "Additional paid-in capital" in our balance sheets. Redemption value per OP Unit is equivalent to the market value of one common share at the end of the period. In July 2023, unitholders redeemed 257,151 OP Units and LTIP Units, which we elected to redeem for an equivalent number of our common shares.

Consolidated Real Estate Venture

We were a partner in a consolidated real estate venture that owned a multifamily asset, The Wren, located in Washington, D.C. As of June 30, 2022, we held a 96.0% ownership interest in the real estate venture. In October 2022, one partner redeemed its 3.7% interest, and in February 2023, another partner redeemed its 0.3% interest, increasing our ownership interest to 100.0%.

The following is a summary of the activity of redeemable noncontrolling interests:

	Three Months Ended June 30,
	2023						2022
			Consolidated						Consolidated
	JBG		Real Estate				JBG		Real Estate
	SMITH LP		Venture		Total		SMITH LP		Venture		Total
	(In thousands)
Balance, beginning of period	$	457,778	$	—	$	457,778	$	536,725	$	9,324	$	546,049
Redemptions		(11,726)		—		(11,726)		(1,762)		—		(1,762)
LTIP Units issued in lieu of cash compensation (1)		757		—		757		987		—		987
Net income (loss)		(1,398)		—		(1,398)		18,240		8		18,248
Other comprehensive income		1,781		—		1,781		1,311		—		1,311
Distributions		(3,927)		—		(3,927)		(4,110)		(79)		(4,189)
Share-based compensation expense		9,606		—		9,606		12,369		—		12,369
Adjustment to redemption value		3,015		—		3,015		(50,334)		(1,287)		(51,621)
Balance, end of period	$	455,886	$	—	$	455,886	$	513,426	$	7,966	$	521,392
	Six Months Ended June 30,
	2023						2022
			Consolidated						Consolidated
	JBG		Real Estate				JBG		Real Estate
	SMITH LP		Venture		Total		SMITH LP		Venture		Total
	(In thousands)
Balance, beginning of period	$	480,663	$	647	$	481,310	$	513,268	$	9,457	$	522,725
Redemptions		(25,508)		(647)		(26,155)		(7,776)		—		(7,776)
LTIP Units issued in lieu of cash compensation (1)		5,213		—		5,213		6,584		—		6,584
Net income		1,965		—		1,965		18,237		21		18,258
Other comprehensive income (loss)		(444)		—		(444)		4,277		—		4,277
Distributions		(3,927)		—		(3,927)		(4,110)		(148)		(4,258)
Share-based compensation expense		19,149		—		19,149		24,896		—		24,896
Adjustment to redemption value		(21,225)		—		(21,225)		(41,950)		(1,364)		(43,314)
Balance, end of period	$	455,886	$	—	$	455,886	$	513,426	$	7,966	$	521,392

(1) See Note 11 for additional information.

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Property Rental Revenue

6 Months Ended

Jun. 30, 2023

Property Rental Revenue

Property Rental Revenue

10.Property Rental Revenue

The following is a summary of property rental revenue from our non-cancellable leases:

	Three Months Ended June 30,					Six Months Ended June 30,
	2023		2022		X	2023		2022
	(In thousands)
Fixed	$	108,124	$	105,498		$	221,195	$	226,135
Variable		12,468		11,538			23,430		22,499
Property rental revenue	$	120,592	$	117,036		$	244,625	$	248,634

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Share-Based Payments

6 Months Ended

Jun. 30, 2023

Share-Based Payments

Share-Based Payments

11.Share-Based Payments

LTIP Units and Time-Based LTIP Units

During the six months ended June 30, 2023, we granted to certain employees 945,872 LTIP Units with time-based vesting requirements ("Time-Based LTIP Units") and a weighted average grant-date fair value of $17.65 per unit that primarily vest ratably over four years subject to continued employment. Compensation expense for these units is primarily being recognized over a four-year period.

In February 2023, we granted 280,342 fully vested LTIP Units to certain employees, who elected to receive all or a portion of their cash bonuses related to 2022 service as LTIP Units. The LTIP units had a grant-date fair value of $15.90 per unit. Compensation expense totaling $4.5 million for these LTIP Units was recognized in 2022.

In May 2023, as part of their annual compensation, we granted to non-employee trustees a total of 155,523 fully vested LTIP Units with a grant-date fair value of $11.30 per unit, which includes LTIP Units elected in lieu of cash retainers. The LTIP Units may not be sold while a trustee is serving on the Board of Trustees.

The aggregate grant-date fair value of the Time-Based LTIP Units and the LTIP Units granted during the six months ended June 30, 2023 was $22.9 million. The Time-Based LTIP Units and the LTIP Units were valued based on the closing common share price on the grant date, less a discount for post-grant restrictions. The discount was determined using Monte Carlo simulations based on the following significant assumptions:

Expected volatility	26.0% to 31.0%
Risk-free interest rate	3.4% to 4.9%
Post-grant restriction periods	2 to 6 years

Appreciation-Only LTIP Units ("AO LTIP Units")

In January 2023, we granted to certain employees 1.7 million performance-based AO LTIP Units with a grant-date fair value of $3.73 per unit. The AO LTIP Units are structured in the form of profits interests that provide for a share of appreciation determined by the increase in the value of a common share at the time of conversion over the participation threshold of $20.83. The AO LTIP Units are subject to a TSR modifier whereby the number of AO LTIP Units that will ultimately be earned will be increased or reduced by as much as 25%. The AO LTIP Units have a three-year performance period with 50% of the AO LTIP Units earned vesting at the end of the three-year performance period and the remaining 50% vesting on the fourth anniversary of the grant date, subject to continued employment. The AO LTIP Units expire on the tenth anniversary of their grant date.

The aggregate grant-date fair value of the AO LTIP Units granted during the six months ended June 30, 2023 was $6.4 million, valued using Monte Carlo simulations based on the following significant assumptions:

Expected volatility	30.0%
Dividend yield	3.2%
Risk-free interest rate	4.1%

LTIP Units with Performance-Based Vesting Requirements ("Performance-Based LTIP Units")

In January 2023, 470,773 Performance-Based LTIP Units, which were unvested as of December 31, 2022, were forfeited because the performance measures were not met.

Restricted Share Units ("RSUs")

In January 2023, we granted to certain non-executive employees 78,681 time-based RSUs ("Time-Based RSUs") with a grant-date fair value of $18.94 per unit. Vesting requirements and compensation expense recognition for the Time-Based RSUs are primarily consistent to those of the Time-Based LTIP Units granted in 2023.

The aggregate grant-date fair value of the RSUs granted during the six months ended June 30, 2023 was $1.5 million. The Time-Based RSUs were valued based on the closing common share price on the date of grant.

ESPP

Pursuant to the ESPP, employees purchased 52,089 common shares for $665,000 during the six months ended June 30, 2023. The following is a summary of the significant assumptions used to value the ESPP common shares using the Black-Scholes model:

Expected volatility	30.0%
Dividend yield	2.4%
Risk-free interest rate	4.7%
Expected life	6 months

Share-Based Compensation Expense

The following is a summary of share-based compensation expense:

	Three Months Ended June 30,					Six Months Ended June 30,
	2023		2022		X	2023		2022
	(In thousands)
Time-Based LTIP Units	$	5,324	$	6,202		$	10,856	$	12,328
AO LTIP Units and Performance-Based LTIP Units		3,282		3,590			6,942		7,747
LTIP Units		1,000		1,000			1,000		1,000
Other equity awards (1)		1,262		1,399			2,798		2,826
Share-based compensation expense - other		10,868		12,191			21,596		23,901
Formation awards, OP Units and LTIP Units (2)		—		1,017			108		1,974
Special Time-Based LTIP Units and Special Performance-Based LTIP Units (3)		—		560			243		1,847
Share-based compensation related to Formation Transaction and special equity awards (4)		—		1,577			351		3,821
Total share-based compensation expense		10,868		13,768			21,947		27,722
Less: amount capitalized		(782)		(1,297)			(1,433)		(2,347)
Share-based compensation expense	$	10,086	$	12,471		$	20,514	$	25,375

(1) Primarily comprising compensation expense for: (i) fully vested LTIP Units issued to certain employees in lieu of all or a portion of any cash bonuses earned, (ii) RSUs and (iii) shares issued under our ESPP.

(2) Includes share-based compensation expense for formation awards, LTIP Units and OP Units issued in the Formation Transaction, which fully vested in July 2022.

(3) Represents equity awards issued related to our successful pursuit of Amazon's additional headquarters in National Landing.

(4) Included in "General and administrative expense: Share-based compensation related to Formation Transaction and special equity awards" in our statements of operations.

As of June 30, 2023, we had $41.1 million of total unrecognized compensation expense related to unvested share-based payment arrangements, which is expected to be recognized over a weighted average period of 2.9 years.

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Transaction and Other Costs

6 Months Ended

Jun. 30, 2023

Transaction and Other Costs.

Transaction and Other Costs

12.Transaction and Other Costs

The following is a summary of transaction and other costs:

	Three Months Ended June 30,					Six Months Ended June 30,
	2023		2022		X	2023		2022
	(In thousands)
Completed, potential and pursued transaction expenses (1)	$	227	$	854		$	274	$	1,586
Severance and other costs		1,799		727			3,247		872
Demolition costs		1,466		406			2,443		428
Transaction and other costs	$	3,492	$	1,987		$	5,964	$	2,886

(1) Primarily consists of legal costs related to pursued transactions.

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Interest Expense

6 Months Ended

Jun. 30, 2023

Interest Expense

Interest Expense

13.Interest Expense

The following is a summary of interest expense:

	Three Months Ended June 30,					Six Months Ended June 30,
	2023		2022		X	2023		2022
	(In thousands)
Interest expense before capitalized interest	$	27,805	$	18,857		$	55,713	$	37,299
Amortization of deferred financing costs		1,351		1,121			2,630		2,251
Interest expense related to finance lease right-of-use assets		—		247			—		2,091
Net (gain) loss on derivative financial instruments designated as ineffective hedges:
Net unrealized (gain) loss		2,944		(2,027)			5,641		(5,394)
Net realized loss		97		—			230		—
Capitalized interest		(6,362)		(2,157)			(11,537)		(3,928)
Interest expense	$	25,835	$	16,041		$	52,677	$	32,319

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Shareholders' Equity and Earnings (Loss) Per Common Share

6 Months Ended

Jun. 30, 2023

Shareholders' Equity and Earnings (Loss) Per Common Share

Shareholders' Equity and Earnings (Loss) Per Common Share

14.Shareholders' Equity and Earnings (Loss) Per Common Share

Common Shares Repurchased

Our Board of Trustees previously authorized the repurchase of up to $1.0 billion of our outstanding common shares, and in May 2023, increased the common share repurchase authorization to $1.5 billion. During the three and six months ended June 30, 2023, we repurchased and retired 9.3 million and 10.5 million common shares for $135.7 million and $155.8 million, a weighted average purchase price per share of $14.54 and $14.79. During the three and six months ended June 30, 2022, we repurchased and retired 8.5 million and 11.8 million common shares for $213.9 million and $307.0 million, a weighted average purchase price per share of $25.15 and $25.91. Since we began the share repurchase program through June 30, 2023, we have repurchased and retired 33.8 million common shares for $779.3 million, a weighted average purchase price per share of $23.02.

During the third quarter of 2023, through the date of this filing, we repurchased and retired 2.0 million common shares for $31.5 million, a weighted average purchase price per share of $16.03, pursuant to a repurchase plan under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.

Earnings (Loss) Per Common Share

The following is a summary of the calculation of basic and diluted earnings (loss) per common share and a reconciliation of net income (loss) to the amounts of net income (loss) available to common shareholders used in calculating basic and diluted earnings (loss) per common share:

	Three Months Ended June 30,					Six Months Ended June 30,
	2023		2022		X	2023		2022
	(In thousands, except per share amounts)
Net income (loss)	$	(12,254)	$	141,494		$	12,056	$	141,417
Net (income) loss attributable to redeemable noncontrolling interests		1,398		(18,248)			(1,965)		(18,258)
Net loss attributable to noncontrolling interests		311		29			535		84
Net income (loss) attributable to common shareholders		(10,545)		123,275			10,626		123,243
Distributions to participating securities		(717)		(12)			(717)		(12)
Net income (loss) available to common shareholders - basic and diluted	$	(11,262)	$	123,263		$	9,909	$	123,231
Weighted average number of common shares outstanding - basic and diluted		109,695		121,316			111,862		123,984
Earnings (loss) per common share - basic and diluted	$	(0.10)	$	1.02		$	0.09	$	0.99

The effect of the redemption of OP Units, Time-Based LTIP Units, fully vested LTIP Units and Special Time-Based LTIP Units that were outstanding as of June 30, 2023 and 2022 is excluded in the computation of diluted earnings (loss) per common share as the assumed exchange of such units for common shares on a one-for-one basis was antidilutive (the assumed redemption of these units would have no impact on the determination of diluted earnings (loss) per share). Since OP Units, Time-Based LTIP Units, LTIP Units and Special Time-Based LTIP Units, which are held by noncontrolling interests, are attributed gains at an identical proportion to the common shareholders, the gains attributable and their equivalent weighted average impact are excluded from net income (loss) available to common shareholders and from the weighted average number of common shares outstanding in calculating diluted earnings (loss) per common share. AO LTIP Units, Performance-Based LTIP Units, formation awards and RSUs, which totaled 5.2 million and 5.3 million for the three and six months ended June 30, 2023, and 6.0 million and 5.9 million for the three and six months ended June 30, 2022, were excluded from the calculation of diluted earnings (loss) per common share as they were antidilutive, but potentially could be dilutive in the future.

Dividends Declared in August 2023

On August 3, 2023, our Board of Trustees declared a quarterly dividend of $0.225 per common share, payable on August 31, 2023 to shareholders of record as of August 17, 2023.

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Fair Value Measurements

6 Months Ended

Jun. 30, 2023

Fair Value Measurements

Fair Value Measurements

15.Fair Value Measurements

Fair Value Measurements on a Recurring Basis

To manage or hedge our exposure to interest rate risk, we follow established risk management policies and procedures, including the use of a variety of derivative financial instruments.

As of June 30, 2023 and December 31, 2022, we had various derivative financial instruments consisting of interest rate swap and cap agreements that are measured at fair value on a recurring basis. The net unrealized gain on our derivative financial instruments designated as effective hedges was $50.2 million and $55.0 million as of June 30, 2023 and December 31, 2022 and was recorded in "Accumulated other comprehensive income" in our balance sheets, of which a portion was allocated to "Redeemable noncontrolling interests." Within the next 12 months, we expect to reclassify $34.9 million of the net unrealized gain as a decrease to interest expense.

Accounting Standards Codification 820 ("Topic 820"), Fair Value Measurement and Disclosures, defines fair value and establishes a framework for measuring fair value. The objective of fair value is to determine the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (the exit price). Topic 820 establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three levels:

Level 1 — quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities;

Level 2 — observable prices that are based on inputs not quoted in active markets, but corroborated by market data; and

Level 3 — unobservable inputs that are used when little or no market data is available.

The fair values of the derivative financial instruments are based on the estimated amounts we would receive or pay to terminate the contracts at the reporting date and are determined using interest rate pricing models and observable inputs. The derivative financial instruments are classified within Level 2 of the valuation hierarchy.

The following is a summary of assets and liabilities measured at fair value on a recurring basis:

	Fair Value Measurements
	Total		Level 1		Level 2		Level 3
	(In thousands)
June 30, 2023
Derivative financial instruments designated as effective hedges:
Classified as assets in "Other assets, net"	$	51,313		—	$	51,313		—
Classified as liabilities in "Other liabilities, net"		755		—		755		—
Derivative financial instruments designated as ineffective hedges:
Classified as assets in "Other assets, net"		2,256		—		2,256		—
December 31, 2022
Derivative financial instruments designated as effective hedges:
Classified as assets in "Other assets, net"	$	53,515		—	$	53,515		—
Derivative financial instruments designated as ineffective hedges:
Classified as assets in "Other assets, net"		8,107		—		8,107		—

The fair values of our derivative financial instruments were determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of the derivative financial instrument. This analysis reflected the contractual terms of the derivative, including the period to maturity, and used observable market-based inputs, including interest rate market data and implied volatilities in such interest rates. While it was determined that the majority of the inputs used to value the derivatives fall within Level 2 of the fair value hierarchy under authoritative accounting guidance, the credit valuation adjustments associated with the derivatives also utilized Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default. However, as of June 30, 2023 and December 31, 2022, the significance of the impact of the credit valuation adjustments on the overall valuation of the derivative financial instruments was assessed, and it was determined that these adjustments were not significant to the overall valuation of the derivative financial instruments. As a result, it was determined that the derivative financial instruments in their entirety should be classified in Level 2 of the fair value hierarchy. The net unrealized gains and losses included in "Other comprehensive income (loss)" in our statements of comprehensive income for the three and six months ended June 30, 2023 and 2022 were attributable to the net change in unrealized gains or losses related to effective interest rate swaps that were outstanding during those periods, none of which were reported in our statements of operations as the interest rate swaps were documented and qualified as hedging instruments.

Financial Assets and Liabilities Not Measured at Fair Value

As of June 30, 2023 and December 31, 2022, all financial assets and liabilities were reflected in our balance sheets at amounts which, in our estimation, reasonably approximated their fair values, except for the following:

	June 30, 2023				December 31, 2022
	Carrying				Carrying
	Amount (1)		Fair Value		Amount (1)		Fair Value
	(In thousands)
Financial liabilities:
Mortgage loans	$	1,704,206	$	1,651,156	$	1,901,875	$	1,830,651
Revolving credit facility		62,000		65,295		—		—
Term loans		720,000		723,019		550,000		551,369

(1) The carrying amount consists of principal only.

The fair values of the mortgage loans, revolving credit facility and term loans were determined using Level 2 inputs of the fair value hierarchy. The fair value of our mortgage loans is estimated by discounting the future contractual cash flows of these instruments using current risk-adjusted rates available to borrowers with similar credit profiles based on market sources. The fair value of our revolving credit facility and term loans is calculated based on the net present value of payments over the term of the facilities using estimated market rates for similar notes and remaining terms.

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Segment Information

6 Months Ended

Jun. 30, 2023

Segment Information

Segment Information

16.Segment Information

We review operating and financial data for each property on an individual basis; therefore, each of our individual properties is a separate operating segment. We define our reportable segments to be aligned with our method of internal reporting and the way our Chief Executive Officer, who is also our Chief Operating Decision Maker ("CODM"), makes key operating decisions, evaluates financial results, allocates resources and manages our business. Accordingly, we aggregate our operating segments into three reportable segments (multifamily, commercial, and third-party asset management and real estate services) based on the economic characteristics and nature of our assets and services.

The CODM measures and evaluates the performance of our operating segments, with the exception of the third-party asset management and real estate services business, based on the net operating income ("NOI") of properties within each segment. NOI includes property rental revenue and parking revenue, and deducts property operating expenses and real estate taxes.

With respect to the third-party asset management and real estate services business, the CODM reviews revenue streams generated by this segment ("Third-party real estate services, including reimbursements"), as well as the expenses attributable to the segment ("General and administrative: third-party real estate services"), which are both disclosed separately in our statements of operations. The following represents the components of revenue from our third-party asset management and real estate services business:

	Three Months Ended June 30,					Six Months Ended June 30,
	2023		2022		X	2023		2022
	(In thousands)
Property management fees	$	5,017	$	4,976		$	9,969	$	9,784
Asset management fees		1,255		1,513			2,358		3,284
Development fees		2,756		2,148			4,742		5,687
Leasing fees		1,256		1,038			2,612		2,877
Construction management fees		303		37			643		187
Other service revenue		1,422		1,499			2,646		2,315
Third-party real estate services revenue, excluding reimbursements		12,009		11,211			22,970		24,134
Reimbursement revenue (1)		10,853		10,946			22,676		21,993
Third-party real estate services revenue, including reimbursements		22,862		22,157			45,646		46,127
Third-party real estate services expenses		22,105		24,143			45,928		51,192
Third-party real estate services revenue less expenses	$	757	$	(1,986)		$	(282)	$	(5,065)

(1) Represents reimbursement of expenses incurred by us on behalf of third parties, including allocated payroll costs and amounts paid to third-party contractors for construction management projects.

Management company assets primarily consist of management and leasing contracts with a net book value of $10.9 million and $13.7 million as of June 30, 2023 and December 31, 2022, which were included in "Intangible assets, net" in our balance sheets. Consistent with internal reporting presented to our CODM and our definition of NOI, the third-party asset management and real estate services operating results are excluded from the NOI data below.

The following is the reconciliation of net income (loss) attributable to common shareholders to consolidated NOI:

	Three Months Ended June 30,					Six Months Ended June 30,
	2023		2022		X	2023		2022
	(in thousands)
Net income (loss) attributable to common shareholders	$	(10,545)	$	123,275		$	10,626	$	123,243
Add:
Depreciation and amortization expense		49,218		49,479			102,649		107,541
General and administrative expense:
Corporate and other		15,093		14,782			31,216		30,597
Third-party real estate services		22,105		24,143			45,928		51,192
Share-based compensation related to Formation Transaction and special equity awards		—		1,577			351		3,821
Transaction and other costs		3,492		1,987			5,964		2,886
Interest expense		25,835		16,041			52,677		32,319
Loss on the extinguishment of debt		450		1,038			450		1,629
Income tax expense		611		2,905			595		2,434
Net income (loss) attributable to redeemable noncontrolling interests		(1,398)		18,248			1,965		18,258
Net loss attributable to noncontrolling interests		(311)		(29)			(535)		(84)
Less:
Third-party real estate services, including reimbursements revenue		22,862		22,157			45,646		46,127
Other revenue		3,846		1,798			5,572		3,994
Income (loss) from unconsolidated real estate ventures, net		510		(2,107)			943		1,038
Interest and other income, net		2,281		1,672			6,358		15,918
Gain on the sale of real estate, net		—		158,767			40,700		158,631
Consolidated NOI	$	75,051	$	71,159		$	152,667	$	148,128

The following is a summary of NOI by segment. Items classified in the Other column include development assets, corporate entities, land assets for which we are the ground lessor and the elimination of inter-segment activity.

	Three Months Ended June 30, 2023
	Commercial		Multifamily		Other		Total
	(In thousands)
Property rental revenue	$	64,321	$	52,443	$	3,828	$	120,592
Parking revenue		4,426		295		74		4,795
Total property revenue		68,747		52,738		3,902		125,387
Property expense:
Property operating		18,252		18,394		(734)		35,912
Real estate taxes		8,195		5,648		581		14,424
Total property expense		26,447		24,042		(153)		50,336
Consolidated NOI	$	42,300	$	28,696	$	4,055	$	75,051
	Three Months Ended June 30, 2022
	Commercial		Multifamily		Other		Total
	(In thousands)
Property rental revenue	$	71,903	$	42,939	$	2,194	$	117,036
Parking revenue		4,187		250		77		4,514
Total property revenue		76,090		43,189		2,271		121,550
Property expense:
Property operating		19,624		14,870		951		35,445
Real estate taxes		9,018		5,054		874		14,946
Total property expense		28,642		19,924		1,825		50,391
Consolidated NOI	$	47,448	$	23,265	$	446	$	71,159

	Six Months Ended June 30, 2023
	Commercial		Multifamily		Other		Total
	(In thousands)
Property rental revenue	$	136,238	$	102,353	$	6,034	$	244,625
Parking revenue		8,564		519		131		9,214
Total property revenue		144,802		102,872		6,165		253,839
Property expense:
Property operating		37,623		35,849		(1,948)		71,524
Real estate taxes		17,196		11,256		1,196		29,648
Total property expense		54,819		47,105		(752)		101,172
Consolidated NOI	$	89,983	$	55,767	$	6,917	$	152,667
	Six Months Ended June 30, 2022
	Commercial		Multifamily		Other		Total
	(In thousands)
Property rental revenue	$	159,524	$	85,047	$	4,063	$	248,634
Parking revenue		8,199		384		132		8,715
Total property revenue		167,723		85,431		4,195		257,349
Property expense:
Property operating		45,826		28,625		1,638		76,089
Real estate taxes		20,795		10,275		2,062		33,132
Total property expense		66,621		38,900		3,700		109,221
Consolidated NOI	$	101,102	$	46,531	$	495	$	148,128

The following is a summary of certain balance sheet data by segment:

	Commercial		Multifamily		Other		Total
	(In thousands)
June 30, 2023
Real estate, at cost	$	2,585,492	$	3,126,375	$	425,793	$	6,137,660
Investments in unconsolidated real estate ventures		224,620		—		84,599		309,219
Total assets		2,787,056		2,508,503		488,043		5,783,602
December 31, 2022
Real estate, at cost	$	2,754,832	$	2,986,907	$	416,343	$	6,158,082
Investments in unconsolidated real estate ventures		218,723		304		80,854		299,881
Total assets		2,829,576		2,483,902		589,960		5,903,438

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Commitments and Contingencies

6 Months Ended

Jun. 30, 2023

Commitments and Contingencies

Commitments and Contingencies

17.Commitments and Contingencies

Insurance

We maintain general liability insurance with limits of $150.0 million per occurrence and in the aggregate, and property and rental value insurance coverage with limits of $1.0 billion per occurrence, with sub-limits for certain perils such as floods and earthquakes on each of our properties. We also maintain coverage, through our wholly owned captive insurance subsidiary, for a portion of the first loss on the above limits and for both terrorist acts and for nuclear, biological, chemical or radiological terrorism events with limits of $2.0 billion per occurrence. These policies are partially reinsured by third-party insurance providers.

We will continue to monitor the state of the insurance market, and the scope and costs of coverage for acts of terrorism. We cannot anticipate what coverage will be available on commercially reasonable terms in the future. We are responsible for deductibles and losses in excess of the insurance coverage, which could be material.

Our debt, consisting of mortgage loans secured by our properties, a revolving credit facility and term loans, contains customary covenants requiring adequate insurance coverage. Although we believe that we currently have adequate insurance coverage, we may not be able to obtain an equivalent amount of coverage at a reasonable cost in the future. If lenders insist on greater coverage than we are able to obtain, it could adversely affect our ability to finance or refinance our properties.

Construction Commitments

As of June 30, 2023, we had assets under construction that, based on our current plans and estimates, require an additional $284.7 million to complete, which we anticipate will be primarily expended over the next three years. These capital expenditures are generally due as the work is performed, and we expect to finance them with debt proceeds, proceeds from asset sales and recapitalizations, and available cash.

Environmental Matters

Most of our assets have been subject to environmental assessments that are intended to evaluate the environmental condition of the assets. The environmental assessments did not reveal 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. Environmental liabilities totaled $18.0 million as of June 30, 2023 and December 31, 2022 and are included in "Other liabilities, net" in our balance sheets.

Other

As of June 30, 2023, we had committed tenant-related obligations totaling $53.1 million ($51.4 million related to our consolidated entities and $1.7 million related to our unconsolidated real estate ventures at our share). The timing and amounts of payments for tenant-related obligations are uncertain and may only be due upon satisfactory performance of certain conditions.

There are various legal actions against us in the ordinary course of business. In our opinion, the outcome of such matters will not have a material adverse effect on our financial condition, results of operations or cash flows.

From time to time, we (or ventures in which we have an ownership interest) have agreed, and may in the future agree with respect to unconsolidated real estate ventures, to (i) guarantee portions of the principal, interest and other amounts in connection with borrowings, (ii) provide customary environmental indemnifications and nonrecourse carve-outs (e.g., guarantees against fraud, misrepresentation and bankruptcy) in connection with borrowings, or (iii) provide guarantees to lenders and other third parties for the completion of development projects. We customarily have agreements with our outside venture partners whereby the partners agree to reimburse the real estate venture or us for their share of any payments made under certain of these guarantees. At times, we also have agreements with certain of our outside venture partners whereby we agree to either indemnify the partners and/or the associated ventures with respect to certain contingent liabilities associated with operating assets or to reimburse our partner for its share of any payments made by them under certain guarantees. Guarantees (excluding environmental) customarily terminate either upon the satisfaction of specified circumstances or repayment of the underlying debt. Amounts that we may be required to pay in future periods in relation to guarantees associated with budget overruns or operating losses are not estimable.

As of June 30, 2023, we had additional capital commitments and certain recorded guarantees to our unconsolidated real estate ventures and other investments totaling $62.0 million. As of June 30, 2023, we had no debt principal payment guarantees related to our unconsolidated real estate ventures.

Additionally, with respect to borrowings of our consolidated entities, we have agreed, and may in the future agree, to (i) guarantee portions of the principal, interest and other amounts, (ii) provide customary environmental indemnifications and nonrecourse carve-outs (e.g., guarantees against fraud, misrepresentation and bankruptcy) or (iii) provide guarantees to lenders, tenants and other third parties for the completion of development projects. As of June 30, 2023, the aggregate amount of debt principal payment guarantees was $8.3 million for our consolidated entities.

In connection with the Formation Transaction, we have an agreement with Vornado regarding tax matters (the "Tax Matters Agreement") that provides special rules that allocate tax liabilities if the distribution of JBG SMITH shares by Vornado, together with certain related transactions, is determined not to be tax-free. Under the Tax Matters Agreement, we may be required to indemnify Vornado against any taxes and related amounts and costs resulting from a violation by us of the Tax Matters Agreement.

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Transactions with Related Parties

6 Months Ended

Jun. 30, 2023

Transactions with Related Parties

Transactions with Related Parties

18.Transactions with Related Parties

Our third-party asset management and real estate services business provides fee-based real estate services to the WHI, the JBG Legacy Funds and other third parties. In connection with the contribution to us of certain assets formerly owned by the JBG Legacy Funds as part of the Formation Transaction, the general partner and managing member interests in the JBG Legacy Funds that were held by certain former JBG executives (and who became members of our management team and/or Board of Trustees) were not transferred to us and remain under the control of these individuals. In addition, certain members of our senior management team and Board of Trustees have ownership interests in the JBG Legacy Funds, and own carried interests in each fund and in certain of our real estate ventures that entitle them to receive cash payments if the fund or real estate venture achieves certain return thresholds.

We launched the WHI with the Federal City Council in June 2018 as a scalable market-driven model that uses private capital to help address the scarcity of housing for middle income families. We are the manager for the WHI Impact Pool, which is the social impact debt financing vehicle of the WHI. As of June 30, 2023, the WHI Impact Pool had completed

closings of capital commitments totaling $114.4 million, which included a commitment from us of $11.2 million. As of June 30, 2023, our remaining unfunded commitment was $4.3 million.

The third-party real estate services revenue, including expense reimbursements, from the JBG Legacy Funds and the WHI Impact Pool and its affiliates was $5.9 million and $10.8 million for the three and six months ended June 30, 2023, and $4.8 million and $10.3 million for the three and six months ended June 30, 2022. As of June 30, 2023 and December 31, 2022, we had receivables from the JBG Legacy Funds and the WHI Impact Pool and its affiliates totaling $3.8 million and $4.5 million for such services.

Commencing in March 2023, in connection with the sale of an 80.0% interest in 4747 Bethesda Avenue, we leased our corporate offices from an unconsolidated real estate venture and incurred $1.6 million and $1.8 million of rent expense for the three and six months ended June 30, 2023, which was included in "General and administrative expense" in our statements of operations.

We have agreements with Building Maintenance Services ("BMS"), an entity in which we have a minor preferred interest, to supervise cleaning, engineering and security services at our properties. We paid BMS $2.3 million and $4.6 million for the three and six months ended June 30, 2023, and $2.0 million and $5.1 million for the three and six months ended June 30, 2022, which was included in "Property operating expenses" in our statements of operations.

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Summary of Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2023

Summary of Significant Accounting Policies

Basis of Presentation

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements and notes are prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and with the instructions of Form 10-Q and Article 10 of Regulation S-X. Accordingly, these condensed consolidated financial statements do not contain certain information required in annual financial statements and notes as required under GAAP. In our opinion, all adjustments considered necessary for a fair presentation have been included, and all such adjustments are of a normal recurring nature. All intercompany transactions and balances have been eliminated. The results of operations

for the three and six months ended June 30, 2023 and 2022 are not necessarily indicative of the results that may be expected for a full year. These condensed consolidated financial statements should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2022, filed with the Securities and Exchange Commission on February 21, 2023 ("Annual Report").

The accompanying condensed consolidated financial statements include our accounts and those of our wholly owned subsidiaries and consolidated variable interest entities ("VIEs"), including JBG SMITH LP. See Note 5 for additional information on our VIEs. The portions of the equity and net income (loss) of consolidated entities that are not attributable to us are presented separately as amounts attributable to noncontrolling interests in our condensed consolidated financial statements.

References to our financial statements refer to our unaudited condensed consolidated financial statements as of June 30, 2023 and December 31, 2022, and for the three and six months ended June 30, 2023 and 2022. References to our balance sheets refer to our condensed consolidated balance sheets as of June 30, 2023 and December 31, 2022. References to our statements of operations refer to our condensed consolidated statements of operations for the three and six months ended June 30, 2023 and 2022. References to our statements of comprehensive income refer to our condensed consolidated statements of comprehensive income for the three and six months ended June 30, 2023 and 2022.

Income Taxes

Income Taxes

We have elected to be taxed as a real estate investment trust ("REIT") under sections 856-860 of the Internal Revenue Code of 1986, as amended (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. We also participate in the activities conducted by our subsidiary entities that have elected to be treated as taxable REIT subsidiaries under the Code. As such, we are subject to federal, state and local taxes on the income from those activities.

Use of Estimates

Use of Estimates

The preparation of the financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

Reference Rate Reform

In March 2020, the Financial Accounting Standards Board issued Accounting Standards Update ("ASU") 2020-04, Reference Rate Reform ("Topic 848"), which was amended in December 2022 by ASU 2022-06, Reference Rate Reform (Topic 848). Topic 848 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance in Topic 848 is optional and may be elected through December 31, 2024 as reference rate reform activities occur. We elected to apply the hedge accounting expedients that allow us to (i) continue to amortize previously deferred gains and losses in accumulated other comprehensive income related to terminated hedges into earnings in accordance with the underlying hedged forecasted transactions, (ii) modify loan agreements to replace the reference rate without treating the change as a contract modification and (iii) modify the reference rate of the hedging instruments without it being considered a change in critical terms requiring redesignation. We also elected to apply the hedge accounting expedients related to (i) the assertion that our hedged forecasted transactions remain probable and (ii) the assessments of effectiveness for future London Interbank Offered Rate ("LIBOR") indexed cash flows to assume that the

index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients preserves the past presentation of our derivatives. We will continue to evaluate the impact of the guidance and may apply other elections, as applicable.

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Acquisition and Dispositions (Tables)

6 Months Ended

Jun. 30, 2023

Acquisition and Dispositions

Summary of disposition activity

									Gain (Loss)
				Total	Gross		Cash		on the Sale
				Square	Sales		Proceeds		of Real
Date Disposed	Assets	Segment	Location	Feet	Price		from Sale		Estate
				(In thousands)
March 17, 2023	Development Parcel	Other	Arlington, Virginia	—	$	5,500	$	4,954	$	(53)
March 23, 2023	4747 Bethesda Avenue (1)	Commercial	Bethesda, Maryland							40,053
	Other (2)									700
									$	40,700

(1) We sold an 80.0% interest in the asset for a gross sales price of $196.0 million, representing a gross valuation of $245.0 million. See Note 4 for additional information.

(2) Represents recognition of contingent consideration related to a prior period disposition.

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Investments in Unconsolidated Real Estate Ventures (Tables)

6 Months Ended

Jun. 30, 2023

Investments in Unconsolidated Real Estate Ventures

Summary of unconsolidated investments

The following is a summary of the composition of our investments in unconsolidated real estate ventures:

	Effective
	Ownership
Real Estate Venture	Interest (1)	June 30, 2023		December 31, 2022
		(In thousands)
Prudential Global Investment Management	50.0%	$	198,475	$	203,529
J.P. Morgan Global Alternatives ("J.P. Morgan") (2)	50.0%		68,275		64,803
4747 Bethesda Venture (3)	20.0%		13,577		—
Brandywine Realty Trust	30.0%		13,682		13,678
CBREI Venture	9.9% - 10.0%		12,380		12,516
Landmark Partners (4)	18.0%		2,267		4,809
Other			563		546
Total investments in unconsolidated real estate ventures (5) (6)		$	309,219	$	299,881

(1) Reflects our effective ownership interests in the underlying real estate as of June 30, 2023. We have multiple investments with certain venture partners with varying ownership interests in the underlying real estate.

(2) J.P. Morgan is the advisor for an institutional investor.

(3) In March 2023, we sold an 80.0% interest in 4747 Bethesda Avenue for a gross sales price of $196.0 million, representing a gross valuation of $245.0 million. In connection with the transaction, the real estate venture assumed the related $175.0 million mortgage loan.

(4) Excludes the L'Enfant Plaza Assets for which we have a zero investment balance and discontinued applying the equity method of accounting after September 30, 2022.

(5) Excludes (i) 10.0% subordinated interest in one commercial building, (ii) the Fortress Assets and (iii) the L'Enfant Plaza Assets held through unconsolidated real estate ventures. For more information see Note 1. Also, excludes our interest in an investment in the real estate venture that owns 1101 17th Street for which we have discontinued applying the equity method of accounting since June

30, 2018 because we received distributions in excess of our contributions and share of earnings, which reduced our investment to zero; further, we are not obligated to provide for losses, have not guaranteed its obligations or otherwise committed to provide financial support.

(6) As of June 30, 2023 and December 31, 2022, our total investments in unconsolidated real estate ventures were greater than our share of the net book value of the underlying assets by $7.0 million and $8.9 million, resulting principally from capitalized interest and our zero investment balance in certain real estate ventures.

	Weighted
	Average Effective
	Interest Rate (1)	June 30, 2023		December 31, 2022
		(In thousands)
Variable rate (2)	6.06%	$	358,271	$	184,099
Fixed rate (3)	4.13%		60,000		60,000
Mortgage loans (4)			418,271		244,099
Unamortized deferred financing costs and premium / discount, net			(10,082)		(411)
Mortgage loans, net (4) (5)		$	408,189	$	243,688

(1) Weighted average effective interest rate as of June 30, 2023.

(2) Includes variable rate mortgages with interest rate cap agreements.

(3) Includes variable rate mortgages with interest rates fixed by interest rate swap agreements.

(4) Excludes mortgage loans related to the Fortress Assets and the L'Enfant Plaza Assets.

(5) See Note 17 for additional information on guarantees of the debt of certain of our unconsolidated real estate ventures.

	June 30, 2023		December 31, 2022
	(In thousands)
Combined balance sheet information: (1)
Real estate, net	$	1,070,477	$	888,379
Other assets, net		184,566		160,015
Total assets	$	1,255,043	$	1,048,394
Mortgage loans, net	$	408,189	$	243,688
Other liabilities, net		53,163		54,639
Total liabilities		461,352		298,327
Total equity		793,691		750,067
Total liabilities and equity	$	1,255,043	$	1,048,394

	Three Months Ended June 30,					Six Months Ended June 30,
	2023		2022		X	2023		2022
	(In thousands)
Combined income statement information: (1)
Total revenue	$	24,952	$	41,379		$	44,985	$	84,253
Operating income (2)		5,088		36,108			7,579		84,534
Net income (loss) (2)		(2,214)		25,127			(3,934)		64,410

(1) Excludes amounts related to the Fortress Assets. Excludes combined balance sheet information for both periods presented and combined income statement information for the three and six months ended June 30, 2023 related to the L'Enfant Plaza Assets as we discontinued applying the equity method of accounting after September 30, 2022.

(2) Includes the gain on the sale of various assets totaling $32.3 million and $77.4 million during the three and six months ended June 30, 2022.

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Other Assets, Net (Tables)

6 Months Ended

Jun. 30, 2023

Other Assets, Net.

Summary of other assets, net

	June 30, 2023		December 31, 2022
	(In thousands)
Prepaid expenses	$	11,056	$	16,440
Derivative agreements, at fair value		53,569		61,622
Deferred financing costs, net		13,653		5,516
Deposits		401		483
Operating lease right-of-use assets (1)		61,908		1,383
Investments in funds (2)		19,671		16,748
Other investments (3)		3,589		3,524
Other		11,830		11,312
Total other assets, net	$	175,677	$	117,028

(1) Includes our corporate office lease at 4747 Bethesda Avenue as of June 30, 2023.

(2) Consists of investments in real estate-focused technology companies, which are recorded at their fair value based on their reported net asset value. During the three and six months ended June 30, 2023, unrealized (losses) gains related to these investments were ($338,000) and $1.7 million. During the three and six months ended June 30, 2022, unrealized gains related to these investments were $1.0 million and $1.2 million. During the three and six months ended June 30, 2023, realized losses related to these investments were $189,000 and $318,000. Unrealized (losses) gains and realized losses were included in "Interest and other income, net" in our statements of operations.

(3) Primarily consists of equity investments that are carried at cost. During the three and six months ended June 30, 2022, realized gains related to these investments were $178,000 and $14.1 million, which were included in "Interest and other income, net" in our statements of operations.

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Debt (Tables)

6 Months Ended

Jun. 30, 2023

Mortgage loans

Debt Instrument [Line Items]

Summary of debt

	Weighted Average
	Effective
	Interest Rate (1)	June 30, 2023		December 31, 2022
		(In thousands)
Variable rate (2)	5.43%	$	678,671	$	892,268
Fixed rate (3)	4.45%		1,025,535		1,009,607
Mortgage loans			1,704,206		1,901,875
Unamortized deferred financing costs and premium / discount, net (4)			(14,999)		(11,701)
Mortgage loans, net		$	1,689,207	$	1,890,174

(1) Weighted average effective interest rate as of June 30, 2023.

(2) Includes variable rate mortgage loans with interest rate cap agreements. For mortgage loans with interest rate caps, the weighted average interest rate cap strike was 2.42%, and the weighted average maturity date of the interest rate caps is August 2023. The interest rate cap strike is exclusive of the credit spreads associated with the mortgage loans. As of June 30, 2023, one-month LIBOR was 5.22% and one-month term Secured Overnight Financing Rate ("SOFR") was 5.14%.

(3) Includes variable rate mortgages with interest rates fixed by interest rate swap agreements.

(4) As of June 30, 2023 and December 31, 2022, excludes $2.0 million and $2.2 million of net deferred financing costs related to unfunded mortgage loans that were included in "Other assets, net" in our balance sheets.

Line of credit

Debt Instrument [Line Items]

Summary of debt

	Effective
	Interest Rate (1)	June 30, 2023		December 31, 2022
		(In thousands)
Revolving credit facility (2) (3)	6.49%	$	62,000	$	—
Tranche A-1 Term Loan (4)	2.61%	$	200,000	$	200,000
Tranche A-2 Term Loan (4)	3.54%		400,000		350,000
2023 Term Loan (5)	5.26%		120,000		—
Term loans			720,000		550,000
Unamortized deferred financing costs, net			(3,243)		(2,928)
Term loans, net		$	716,757	$	547,072

(1) Effective interest rate as of June 30, 2023. The interest rate for our revolving credit facility excludes a 0.15% facility fee.

(2) As of June 30, 2023, daily SOFR was 5.09%. As of June 30, 2023 and December 31, 2022, letters of credit with an aggregate face amount of $467,000 were outstanding under our revolving credit facility.

(3) As of June 30, 2023 and December 31, 2022, excludes $11.7 million and $3.3 million of net deferred financing costs related to our revolving credit facility that were included in "Other assets, net" in our balance sheets.

(4) As of June 30, 2023 and December 31, 2022, the outstanding balance was fixed by interest rate swap agreements. As of June 30, 2023, these interest rate swap agreements fix SOFR at a weighted average interest rate of 1.46% for the Tranche A-1 Term Loan and 2.29% for the Tranche A-2 Term Loan. Interest rate swaps for the Tranche A-1 Term Loan with a total notional value of $200.0 million mature in July 2024. Interest rate swaps for the Tranche A-2 Term Loan with a total notional value of $200.0 million mature in July 2024 and with a total notional value of $200.0 million mature in January 2028. We have two forward-starting interest rate swaps that will be effective July 2024 with a total notional value of $200.0 million, which will effectively fix SOFR for the Tranche A-2 Term Loan at a weighted average interest rate of 2.81% through the maturity date.

(5) As of June 30, 2023, the outstanding balance was fixed by an interest rate swap agreement, which fixes SOFR at an interest rate of 4.01% through the maturity date.

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Other Liabilities, Net (Tables)

6 Months Ended

Jun. 30, 2023

Other Liabilities, Net.

Composition of other liabilities net

	June 30, 2023		December 31, 2022
	(In thousands)
Lease intangible liabilities, net	$	6,403	$	7,275
Lease assumption liabilities		1,228		2,647
Lease incentive liabilities		9,685		11,539
Liabilities related to operating lease right-of-use assets (1)		65,875		5,308
Prepaid rent		15,428		15,923
Security deposits		12,879		13,963
Environmental liabilities		17,990		17,990
Deferred tax liability, net		5,181		4,903
Dividends payable		—		29,621
Derivative agreements, at fair value		755		—
Deferred purchase price related to the acquisition of a development parcel		—		19,447
Other		4,021		4,094
Total other liabilities, net	$	139,445	$	132,710

(1) Includes our corporate office lease at 4747 Bethesda Avenue as of June 30, 2023.

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Redeemable Noncontrolling Interests (Tables)

6 Months Ended

Jun. 30, 2023

Redeemable Noncontrolling Interests

Summary of redeemable noncontrolling interests

	Three Months Ended June 30,
	2023						2022
			Consolidated						Consolidated
	JBG		Real Estate				JBG		Real Estate
	SMITH LP		Venture		Total		SMITH LP		Venture		Total
	(In thousands)
Balance, beginning of period	$	457,778	$	—	$	457,778	$	536,725	$	9,324	$	546,049
Redemptions		(11,726)		—		(11,726)		(1,762)		—		(1,762)
LTIP Units issued in lieu of cash compensation (1)		757		—		757		987		—		987
Net income (loss)		(1,398)		—		(1,398)		18,240		8		18,248
Other comprehensive income		1,781		—		1,781		1,311		—		1,311
Distributions		(3,927)		—		(3,927)		(4,110)		(79)		(4,189)
Share-based compensation expense		9,606		—		9,606		12,369		—		12,369
Adjustment to redemption value		3,015		—		3,015		(50,334)		(1,287)		(51,621)
Balance, end of period	$	455,886	$	—	$	455,886	$	513,426	$	7,966	$	521,392
	Six Months Ended June 30,
	2023						2022
			Consolidated						Consolidated
	JBG		Real Estate				JBG		Real Estate
	SMITH LP		Venture		Total		SMITH LP		Venture		Total
	(In thousands)
Balance, beginning of period	$	480,663	$	647	$	481,310	$	513,268	$	9,457	$	522,725
Redemptions		(25,508)		(647)		(26,155)		(7,776)		—		(7,776)
LTIP Units issued in lieu of cash compensation (1)		5,213		—		5,213		6,584		—		6,584
Net income		1,965		—		1,965		18,237		21		18,258
Other comprehensive income (loss)		(444)		—		(444)		4,277		—		4,277
Distributions		(3,927)		—		(3,927)		(4,110)		(148)		(4,258)
Share-based compensation expense		19,149		—		19,149		24,896		—		24,896
Adjustment to redemption value		(21,225)		—		(21,225)		(41,950)		(1,364)		(43,314)
Balance, end of period	$	455,886	$	—	$	455,886	$	513,426	$	7,966	$	521,392

(1) See Note 11 for additional information.

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Property Rental Revenue (Tables)

6 Months Ended

Jun. 30, 2023

Property Rental Revenue

Summary of property rental revenue

	Three Months Ended June 30,					Six Months Ended June 30,
	2023		2022		X	2023		2022
	(In thousands)
Fixed	$	108,124	$	105,498		$	221,195	$	226,135
Variable		12,468		11,538			23,430		22,499
Property rental revenue	$	120,592	$	117,036		$	244,625	$	248,634

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Share-Based Payments (Tables)

6 Months Ended

Jun. 30, 2023

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Summary of share-based compensation expense

	Three Months Ended June 30,					Six Months Ended June 30,
	2023		2022		X	2023		2022
	(In thousands)
Time-Based LTIP Units	$	5,324	$	6,202		$	10,856	$	12,328
AO LTIP Units and Performance-Based LTIP Units		3,282		3,590			6,942		7,747
LTIP Units		1,000		1,000			1,000		1,000
Other equity awards (1)		1,262		1,399			2,798		2,826
Share-based compensation expense - other		10,868		12,191			21,596		23,901
Formation awards, OP Units and LTIP Units (2)		—		1,017			108		1,974
Special Time-Based LTIP Units and Special Performance-Based LTIP Units (3)		—		560			243		1,847
Share-based compensation related to Formation Transaction and special equity awards (4)		—		1,577			351		3,821
Total share-based compensation expense		10,868		13,768			21,947		27,722
Less: amount capitalized		(782)		(1,297)			(1,433)		(2,347)
Share-based compensation expense	$	10,086	$	12,471		$	20,514	$	25,375

(1) Primarily comprising compensation expense for: (i) fully vested LTIP Units issued to certain employees in lieu of all or a portion of any cash bonuses earned, (ii) RSUs and (iii) shares issued under our ESPP.

(2) Includes share-based compensation expense for formation awards, LTIP Units and OP Units issued in the Formation Transaction, which fully vested in July 2022.

(3) Represents equity awards issued related to our successful pursuit of Amazon's additional headquarters in National Landing.

(4) Included in "General and administrative expense: Share-based compensation related to Formation Transaction and special equity awards" in our statements of operations.

LTIP and Time-Based LTIP Units

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Summary of of the significant assumptions of awards

Expected volatility	26.0% to 31.0%
Risk-free interest rate	3.4% to 4.9%
Post-grant restriction periods	2 to 6 years

AO LTIP Units

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Summary of of the significant assumptions of awards

Expected volatility	30.0%
Dividend yield	3.2%
Risk-free interest rate	4.1%

ESPP

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Summary of of the significant assumptions of awards

Expected volatility	30.0%
Dividend yield	2.4%
Risk-free interest rate	4.7%
Expected life	6 months

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Transaction and Other Costs (Tables)

6 Months Ended

Jun. 30, 2023

Transaction and Other Costs.

Schedule of transaction and other costs

	Three Months Ended June 30,					Six Months Ended June 30,
	2023		2022		X	2023		2022
	(In thousands)
Completed, potential and pursued transaction expenses (1)	$	227	$	854		$	274	$	1,586
Severance and other costs		1,799		727			3,247		872
Demolition costs		1,466		406			2,443		428
Transaction and other costs	$	3,492	$	1,987		$	5,964	$	2,886

(1) Primarily consists of legal costs related to pursued transactions.

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Interest Expense (Tables)

6 Months Ended

Jun. 30, 2023

Interest Expense

Schedule of interest expense

	Three Months Ended June 30,					Six Months Ended June 30,
	2023		2022		X	2023		2022
	(In thousands)
Interest expense before capitalized interest	$	27,805	$	18,857		$	55,713	$	37,299
Amortization of deferred financing costs		1,351		1,121			2,630		2,251
Interest expense related to finance lease right-of-use assets		—		247			—		2,091
Net (gain) loss on derivative financial instruments designated as ineffective hedges:
Net unrealized (gain) loss		2,944		(2,027)			5,641		(5,394)
Net realized loss		97		—			230		—
Capitalized interest		(6,362)		(2,157)			(11,537)		(3,928)
Interest expense	$	25,835	$	16,041		$	52,677	$	32,319

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Shareholders' Equity and Earnings (Loss) Per Common Share (Tables)

6 Months Ended

Jun. 30, 2023

Shareholders' Equity and Earnings (Loss) Per Common Share

Schedule of basic and diluted earnings per common share to net income (loss)

	Three Months Ended June 30,					Six Months Ended June 30,
	2023		2022		X	2023		2022
	(In thousands, except per share amounts)
Net income (loss)	$	(12,254)	$	141,494		$	12,056	$	141,417
Net (income) loss attributable to redeemable noncontrolling interests		1,398		(18,248)			(1,965)		(18,258)
Net loss attributable to noncontrolling interests		311		29			535		84
Net income (loss) attributable to common shareholders		(10,545)		123,275			10,626		123,243
Distributions to participating securities		(717)		(12)			(717)		(12)
Net income (loss) available to common shareholders - basic and diluted	$	(11,262)	$	123,263		$	9,909	$	123,231
Weighted average number of common shares outstanding - basic and diluted		109,695		121,316			111,862		123,984
Earnings (loss) per common share - basic and diluted	$	(0.10)	$	1.02		$	0.09	$	0.99

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Fair Value Measurements (Tables)

6 Months Ended

Jun. 30, 2023

Fair Value Measurements

Summary of assets and liabilities measured at fair value on a recurring basis

	Fair Value Measurements
	Total		Level 1		Level 2		Level 3
	(In thousands)
June 30, 2023
Derivative financial instruments designated as effective hedges:
Classified as assets in "Other assets, net"	$	51,313		—	$	51,313		—
Classified as liabilities in "Other liabilities, net"		755		—		755		—
Derivative financial instruments designated as ineffective hedges:
Classified as assets in "Other assets, net"		2,256		—		2,256		—
December 31, 2022
Derivative financial instruments designated as effective hedges:
Classified as assets in "Other assets, net"	$	53,515		—	$	53,515		—
Derivative financial instruments designated as ineffective hedges:
Classified as assets in "Other assets, net"		8,107		—		8,107		—

Schedule of financial instruments and liabilities were reflected in our balance sheets

	June 30, 2023				December 31, 2022
	Carrying				Carrying
	Amount (1)		Fair Value		Amount (1)		Fair Value
	(In thousands)
Financial liabilities:
Mortgage loans	$	1,704,206	$	1,651,156	$	1,901,875	$	1,830,651
Revolving credit facility		62,000		65,295		—		—
Term loans		720,000		723,019		550,000		551,369

(1) The carrying amount consists of principal only.

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Segment Information (Tables)

6 Months Ended

Jun. 30, 2023

Segment Information

Schedule of components of revenue from third-party real estate services business

	Three Months Ended June 30,					Six Months Ended June 30,
	2023		2022		X	2023		2022
	(In thousands)
Property management fees	$	5,017	$	4,976		$	9,969	$	9,784
Asset management fees		1,255		1,513			2,358		3,284
Development fees		2,756		2,148			4,742		5,687
Leasing fees		1,256		1,038			2,612		2,877
Construction management fees		303		37			643		187
Other service revenue		1,422		1,499			2,646		2,315
Third-party real estate services revenue, excluding reimbursements		12,009		11,211			22,970		24,134
Reimbursement revenue (1)		10,853		10,946			22,676		21,993
Third-party real estate services revenue, including reimbursements		22,862		22,157			45,646		46,127
Third-party real estate services expenses		22,105		24,143			45,928		51,192
Third-party real estate services revenue less expenses	$	757	$	(1,986)		$	(282)	$	(5,065)

(1) Represents reimbursement of expenses incurred by us on behalf of third parties, including allocated payroll costs and amounts paid to third-party contractors for construction management projects.

Segment information

	Three Months Ended June 30,					Six Months Ended June 30,
	2023		2022		X	2023		2022
	(in thousands)
Net income (loss) attributable to common shareholders	$	(10,545)	$	123,275		$	10,626	$	123,243
Add:
Depreciation and amortization expense		49,218		49,479			102,649		107,541
General and administrative expense:
Corporate and other		15,093		14,782			31,216		30,597
Third-party real estate services		22,105		24,143			45,928		51,192
Share-based compensation related to Formation Transaction and special equity awards		—		1,577			351		3,821
Transaction and other costs		3,492		1,987			5,964		2,886
Interest expense		25,835		16,041			52,677		32,319
Loss on the extinguishment of debt		450		1,038			450		1,629
Income tax expense		611		2,905			595		2,434
Net income (loss) attributable to redeemable noncontrolling interests		(1,398)		18,248			1,965		18,258
Net loss attributable to noncontrolling interests		(311)		(29)			(535)		(84)
Less:
Third-party real estate services, including reimbursements revenue		22,862		22,157			45,646		46,127
Other revenue		3,846		1,798			5,572		3,994
Income (loss) from unconsolidated real estate ventures, net		510		(2,107)			943		1,038
Interest and other income, net		2,281		1,672			6,358		15,918
Gain on the sale of real estate, net		—		158,767			40,700		158,631
Consolidated NOI	$	75,051	$	71,159		$	152,667	$	148,128

The following is a summary of NOI by segment. Items classified in the Other column include development assets, corporate entities, land assets for which we are the ground lessor and the elimination of inter-segment activity.

	Three Months Ended June 30, 2023
	Commercial		Multifamily		Other		Total
	(In thousands)
Property rental revenue	$	64,321	$	52,443	$	3,828	$	120,592
Parking revenue		4,426		295		74		4,795
Total property revenue		68,747		52,738		3,902		125,387
Property expense:
Property operating		18,252		18,394		(734)		35,912
Real estate taxes		8,195		5,648		581		14,424
Total property expense		26,447		24,042		(153)		50,336
Consolidated NOI	$	42,300	$	28,696	$	4,055	$	75,051
	Three Months Ended June 30, 2022
	Commercial		Multifamily		Other		Total
	(In thousands)
Property rental revenue	$	71,903	$	42,939	$	2,194	$	117,036
Parking revenue		4,187		250		77		4,514
Total property revenue		76,090		43,189		2,271		121,550
Property expense:
Property operating		19,624		14,870		951		35,445
Real estate taxes		9,018		5,054		874		14,946
Total property expense		28,642		19,924		1,825		50,391
Consolidated NOI	$	47,448	$	23,265	$	446	$	71,159

	Six Months Ended June 30, 2023
	Commercial		Multifamily		Other		Total
	(In thousands)
Property rental revenue	$	136,238	$	102,353	$	6,034	$	244,625
Parking revenue		8,564		519		131		9,214
Total property revenue		144,802		102,872		6,165		253,839
Property expense:
Property operating		37,623		35,849		(1,948)		71,524
Real estate taxes		17,196		11,256		1,196		29,648
Total property expense		54,819		47,105		(752)		101,172
Consolidated NOI	$	89,983	$	55,767	$	6,917	$	152,667
	Six Months Ended June 30, 2022
	Commercial		Multifamily		Other		Total
	(In thousands)
Property rental revenue	$	159,524	$	85,047	$	4,063	$	248,634
Parking revenue		8,199		384		132		8,715
Total property revenue		167,723		85,431		4,195		257,349
Property expense:
Property operating		45,826		28,625		1,638		76,089
Real estate taxes		20,795		10,275		2,062		33,132
Total property expense		66,621		38,900		3,700		109,221
Consolidated NOI	$	101,102	$	46,531	$	495	$	148,128

The following is a summary of certain balance sheet data by segment:

	Commercial		Multifamily		Other		Total
	(In thousands)
June 30, 2023
Real estate, at cost	$	2,585,492	$	3,126,375	$	425,793	$	6,137,660
Investments in unconsolidated real estate ventures		224,620		—		84,599		309,219
Total assets		2,787,056		2,508,503		488,043		5,783,602
December 31, 2022
Real estate, at cost	$	2,754,832	$	2,986,907	$	416,343	$	6,158,082
Investments in unconsolidated real estate ventures		218,723		304		80,854		299,881
Total assets		2,829,576		2,483,902		589,960		5,903,438

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Organization and Basis of Presentation - Narrative (Details) ft² in Millions, $ in Billions	6 Months Ended
	Jun. 30, 2023 USD ($) ft² item property building
Real estate properties
Number of Real Estate Properties	51
Number of key demand drivers | item	4
National Landing, Northern Virginia
Real estate properties
Percentage of operating portfolio by the entity	66.67%
Future Development
Real estate properties
Number of Real Estate Properties	20
Area of real estate property | ft²	12.5
Commercial Real Estate
Real estate properties
Number of Real Estate Properties	31
Area of real estate property | ft²	9.7
One Commercial Building
Real estate properties
Number of Real Estate Properties | building	1
Subordinated interest	10.00%
Four Commercial Buildings
Real estate properties
Number of Real Estate Properties | building	4
Subordinated interest	33.50%
Three Commercial Buildings
Real estate properties
Number of Real Estate Properties | building	3
Subordinated interest	49.00%
Multifamily
Real estate properties
Number of Real Estate Properties	18
Number of Units in Real Estate Property | item	6,756
Multifamily | Asset under Construction
Real estate properties
Number of Real Estate Properties	2
Number of Units in Real Estate Property | item	1,583
Wholly Owned Properties
Real estate properties
Number of properties for ground lease	2
Wholly Owned Properties | Future Development
Real estate properties
Area of real estate property | ft²	9.8
Wholly Owned Properties | Commercial Real Estate
Real estate properties
Area of real estate property | ft²	8.2
Wholly Owned Properties | Multifamily
Real estate properties
Number of Units in Real Estate Property | item	6,756
Wholly Owned Properties | Multifamily | Asset under Construction
Real estate properties
Number of Units in Real Estate Property | item	1,583
Virginia Tech
Real estate properties
Under-construction property value developed by Virginia Tech | $	$ 1
JBG Smith, LP
Real estate properties
Ownership interest by parent	88.10%

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Acquisition and Dispositions - Summary of the Disposition Activity (Details) - USD ($) $ in Thousands	1 Months Ended	6 Months Ended
	Mar. 31, 2023	Jun. 30, 2023
Development Parcel
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Deferred purchase price paid		$ 19,600
Disposal Group, Disposed of by Sale
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Gain (Loss) on the Sale of Real Estate		40,700
Development Parcel | Disposal Group, Disposed of by Sale
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Gross Sales Price		5,500
Cash Proceeds from Sale		4,954
Gain (Loss) on the Sale of Real Estate		(53)
4747 Bethesda Avenue | Disposal Group, Disposed of by Sale
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Gross Sales Price	$ 196,000	196,000
Gain (Loss) on the Sale of Real Estate		$ 40,053
Percentage of ownership interest in assets sold	80.00%	80.00%
Gross valuation of assets sold	$ 245,000	$ 245,000
Other | Disposal Group, Disposed of by Sale
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Gain (Loss) on the Sale of Real Estate		$ 700

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Investments in Unconsolidated Real Estate Ventures - Summary of Composition of Investments (Details) $ in Thousands	1 Months Ended	6 Months Ended
	Mar. 31, 2023 USD ($)	Jun. 30, 2023 USD ($) building property	Dec. 31, 2022 USD ($)
Schedule of Equity Method Investments [Line Items]
Total investments in unconsolidated real estate ventures		$ 309,219	$ 299,881
Difference between the investments in unconsolidated real estate ventures and the net book value of the underlying assets		$ 7,000	8,900
Number of Real Estate Properties | property		51
One Commercial Building
Schedule of Equity Method Investments [Line Items]
Subordinated interest		10.00%
Number of Real Estate Properties | building		1
Disposal Group, Disposed of by Sale | 4747 Bethesda Avenue
Schedule of Equity Method Investments [Line Items]
Percentage of ownership interest in assets sold	80.00%	80.00%
Gross Sales Price	$ 196,000	$ 196,000
Gross valuation of assets sold	245,000	$ 245,000
Prudential Global Investment Management (PGIM)
Schedule of Equity Method Investments [Line Items]
Ownership interest (as percent)		50.00%
Total investments in unconsolidated real estate ventures		$ 198,475	203,529
J.P. Morgan Global Alternatives ("J.P. Morgan")
Schedule of Equity Method Investments [Line Items]
Ownership interest (as percent)		50.00%
Total investments in unconsolidated real estate ventures		$ 68,275	64,803
4747 Bethesda Avenue
Schedule of Equity Method Investments [Line Items]
Ownership interest (as percent)		20.00%
Total investments in unconsolidated real estate ventures		$ 13,577
4747 Bethesda Avenue | 4747 Bethesda Avenue
Schedule of Equity Method Investments [Line Items]
Mortgage assumed by real estate venture due to sale of interests	$ 175,000
Brandywine Realty Trust
Schedule of Equity Method Investments [Line Items]
Ownership interest (as percent)		30.00%
Total investments in unconsolidated real estate ventures		$ 13,682	13,678
CBREI Venture
Schedule of Equity Method Investments [Line Items]
Total investments in unconsolidated real estate ventures		$ 12,380	12,516
CBREI Venture | Minimum
Schedule of Equity Method Investments [Line Items]
Ownership interest (as percent)		9.90%
CBREI Venture | Maximum
Schedule of Equity Method Investments [Line Items]
Ownership interest (as percent)		10.00%
Landmark
Schedule of Equity Method Investments [Line Items]
Ownership interest (as percent)		18.00%
Total investments in unconsolidated real estate ventures		$ 2,267	4,809
Other Investment
Schedule of Equity Method Investments [Line Items]
Total investments in unconsolidated real estate ventures		563	546
L'Enfant Plaza Assets
Schedule of Equity Method Investments [Line Items]
Total investments in unconsolidated real estate ventures		0	0
Certain Ventures
Schedule of Equity Method Investments [Line Items]
Total investments in unconsolidated real estate ventures		0	0
1101 17th Street | Canadian Pension Plan Investment Board (CPPIB)
Schedule of Equity Method Investments [Line Items]
Total investments in unconsolidated real estate ventures		$ 0	$ 0

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Investments in Unconsolidated Real Estate Ventures - Narratives (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Investments in Unconsolidated Real Estate Ventures
Schedule of Equity Method Investments [Line Items]
Property management fee revenue	$ 5.6	$ 6.6	$ 10.8	$ 12.2

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Investments in Unconsolidated Real Estate Ventures - Summary of Debt (Details) - Mortgage loans - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Schedule of Equity Method Investments
Variable interest rate	5.43%
Variable rate amount	$ 678,671	$ 892,268
Fixed interest rate	4.45%
Fixed rate amount	$ 1,025,535	1,009,607
Debt, gross	1,704,206	1,901,875
Unamortized deferred financing costs and premium / discount, net	(14,999)	(11,701)
Long-term debt, net	$ 1,689,207	1,890,174
Investments in Unconsolidated Real Estate Ventures
Schedule of Equity Method Investments
Variable interest rate	6.06%
Variable rate amount	$ 358,271	184,099
Fixed interest rate	4.13%
Fixed rate amount	$ 60,000	60,000
Debt, gross	418,271	244,099
Unamortized deferred financing costs and premium / discount, net	(10,082)	(411)
Long-term debt, net	$ 408,189	$ 243,688

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Investments in Unconsolidated Real Estate Ventures - Financial Information - Table (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Schedule of Equity Method Investments
Gain (loss) on sale of real estate		$ 158,767	$ 40,700	$ 158,631
Combined balance sheet information:
Real estate, net	$ 4,740,894		4,740,894		$ 4,823,082
Other assets, net	175,677		175,677		117,028
TOTAL ASSETS	5,783,602		5,783,602		5,903,438
Mortgage loans, net	1,689,207		1,689,207		1,890,174
Other liabilities, net	139,445		139,445		132,710
Total liabilities	2,736,734		2,736,734		2,708,016
Total equity	2,559,241		2,559,241		2,681,887
TOTAL LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY	5,783,602		5,783,602		5,903,438
Combined income statement information:
Revenues	152,095	145,505	305,057	307,470
Net income	(12,254)	141,494	12,056	141,417
Investments in Unconsolidated Real Estate Ventures
Schedule of Equity Method Investments
Gain (loss) on sale of real estate		32,300		77,400
Combined balance sheet information:
Real estate, net	1,070,477		1,070,477		888,379
Other assets, net	184,566		184,566		160,015
TOTAL ASSETS	1,255,043		1,255,043		1,048,394
Mortgage loans, net	408,189		408,189		243,688
Other liabilities, net	53,163		53,163		54,639
Total liabilities	461,352		461,352		298,327
Total equity	793,691		793,691		750,067
TOTAL LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY	1,255,043		1,255,043		$ 1,048,394
Combined income statement information:
Revenues	24,952	41,379	44,985	84,253
Operating income	5,088	36,108	7,579	84,534
Net income	$ (2,214)	$ 25,127	$ (3,934)	$ 64,410

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Variable Interest Entities (Details) $ in Thousands	Jun. 30, 2023 USD ($) item	Dec. 31, 2022 USD ($) item
Variable Interest Entity [Line Items]
Assets	$ 5,783,602	$ 5,903,438
Liabilities	$ 2,736,734	2,708,016
JBG Smith, LP
Variable Interest Entity [Line Items]
Ownership interest by parent	88.10%
Unconsolidated VIEs
Variable Interest Entity [Line Items]
Equity Method Investments	$ 84,300	$ 83,200
Consolidated VIEs
Variable Interest Entity [Line Items]
Number of consolidated variable interest entities | item	2	2
Assets	$ 392,200	$ 265,500
Liabilities	$ 198,700	$ 116,300

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Other Assets, Net - Summary (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Prepaid expenses	$ 11,056,000		$ 11,056,000		$ 16,440,000
Derivative agreements, at fair value	53,569,000		53,569,000		61,622,000
Deferred financing costs, net	13,653,000		13,653,000		5,516,000
Deposits	401,000		401,000		483,000
Operating lease right-of-use assets	61,908,000		61,908,000		1,383,000
Investments in funds	19,671,000		19,671,000		16,748,000
Other investments	3,589,000		3,589,000		3,524,000
Other	11,830,000		11,830,000		11,312,000
Total other assets, net	175,677,000		175,677,000		$ 117,028,000
Interest and Other Income (loss), Net
Finite-Lived Intangible Assets [Line Items]
Investment funds unrealized gains (losses)	(338,000)	$ 1,000,000.0	1,700,000	$ 1,200,000
Investment funds realized losses	$ 189,000		$ 318,000
Other investments realized gains (losses)		$ 178,000		$ 14,100,000

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Debt - Schedule of Mortgages Payable (Details) - Mortgage loans - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Variable interest rate	5.43%
Variable rate amount	$ 678,671	$ 892,268
Fixed interest rate	4.45%
Fixed rate amount	$ 1,025,535	1,009,607
Debt, gross	1,704,206	1,901,875
Unamortized deferred financing costs and premium/ discount, net	(14,999)	(11,701)
Long-term debt, net	$ 1,689,207	1,890,174
Weighted average interest rate cap strike	2.42%
LIBOR	5.22%
One-Month Term SOFR
Debt Instrument [Line Items]
SOFR	5.14%
Other Assets Net
Debt Instrument [Line Items]
Net deferred finance costs	$ 2,000	$ 2,200

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Debt - Narrative (Details) $ in Thousands		1 Months Ended		6 Months Ended
	Jun. 29, 2023 USD ($) item	Jun. 30, 2023 USD ($)	Jan. 31, 2023 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2022 USD ($)	Jun. 28, 2023 USD ($)	Dec. 31, 2022 USD ($)
Mortgages and Line of Credit Facility [Line Items]
Repayments of mortgage loans				$ 278,469	$ 167,132
Borrowings under term loans				$ 170,000
Mortgage loans
Mortgages and Line of Credit Facility [Line Items]
Fixed interest rate		4.45%		4.45%
Mortgage loans | Asset Pledged as Collateral [Member]
Mortgages and Line of Credit Facility [Line Items]
Net carrying value of real estate collateralizing the mortgages loans		$ 2,100,000		$ 2,100,000			$ 2,200,000
Mortgage loans | Interest rate swaps and caps
Mortgages and Line of Credit Facility [Line Items]
Derivative notional amount		1,200,000		1,200,000			$ 1,300,000
Line of credit
Mortgages and Line of Credit Facility [Line Items]
Credit facility, maximum borrowing capacity		1,500,000		1,500,000
Line of credit | Revolving Credit Facility
Mortgages and Line of Credit Facility [Line Items]
Credit facility, maximum borrowing capacity	$ 750,000	750,000		750,000		$ 1,000,000
Additional borrowing capacity for term loans	$ 500,000
Number of extension options | item	2
Extension period	6 months
Line of credit | Tranche A-1 Term Loan
Mortgages and Line of Credit Facility [Line Items]
Credit facility, maximum borrowing capacity		$ 200,000		$ 200,000
Line of credit | Tranche A-1 Term Loan | Interest rate swap | Secured Overnight Financing Rate ("SOFR")
Mortgages and Line of Credit Facility [Line Items]
Derivative fixed average interest rate		1.46%		1.46%			1.46%
Line of credit | Tranche A-2 Term Loan
Mortgages and Line of Credit Facility [Line Items]
Credit facility, maximum borrowing capacity		$ 400,000		$ 400,000
Line of credit | Tranche A-2 Term Loan | Interest rate swap | Secured Overnight Financing Rate ("SOFR")
Mortgages and Line of Credit Facility [Line Items]
Derivative fixed average interest rate		2.29%		2.29%			2.29%
Line of credit | Tranche A-2 Term Loan - Delayed Draw Feature
Mortgages and Line of Credit Facility [Line Items]
Remaining borrowing capacity		$ 50,000		$ 50,000
Line of credit | 2023 Term Loan
Mortgages and Line of Credit Facility [Line Items]
Credit facility, maximum borrowing capacity	$ 120,000	$ 120,000		$ 120,000
Line of credit | 2023 Term Loan | Interest rate swap
Mortgages and Line of Credit Facility [Line Items]
Derivative notional amount	$ 120,000
Line of credit | 2023 Term Loan | Interest rate swap | Secured Overnight Financing Rate ("SOFR")
Mortgages and Line of Credit Facility [Line Items]
Derivative fixed interest rate (in percent)	4.01%	4.01%		4.01%
Minimum | Line of credit | Revolving Credit Facility | Secured Overnight Financing Rate ("SOFR")
Mortgages and Line of Credit Facility [Line Items]
Basis spread on variable rate (in percent)	1.40%
Minimum | Line of credit | 2023 Term Loan | Secured Overnight Financing Rate ("SOFR")
Mortgages and Line of Credit Facility [Line Items]
Basis spread on variable rate (in percent)	1.25%
Maximum | Line of credit | Revolving Credit Facility | Secured Overnight Financing Rate ("SOFR")
Mortgages and Line of Credit Facility [Line Items]
Basis spread on variable rate (in percent)	1.85%
Maximum | Line of credit | 2023 Term Loan | Secured Overnight Financing Rate ("SOFR")
Mortgages and Line of Credit Facility [Line Items]
Basis spread on variable rate (in percent)	1.80%
Wren And First Residence [Member] | Mortgage loans | Asset Pledged as Collateral [Member]
Mortgages and Line of Credit Facility [Line Items]
Principal amount			$ 187,600
Fixed interest rate			5.13%
2121 Crystal Drive | Mortgage loans | Asset Pledged as Collateral [Member]
Mortgages and Line of Credit Facility [Line Items]
Repayments of mortgage loans			$ 131,500
Fixed interest rate			5.51%
Falkland Chase South & West and 800 North Glebe Road [Member] | Mortgage loans | Asset Pledged as Collateral [Member]
Mortgages and Line of Credit Facility [Line Items]
Repayments of secured debt		$ 142,400

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Debt - Summary of Amounts Outstanding under the Credit Facility (Details)	6 Months Ended
	Jun. 30, 2023 USD ($) DerivativeInstrument	Jun. 29, 2023 USD ($)	Dec. 31, 2022 USD ($)
Line of Credit Facility [Line Items]
Deferred financing costs on credit facility	$ 13,653,000		$ 5,516,000
Line of credit | Revolving Credit Facility
Line of Credit Facility [Line Items]
Effective interest rate	6.49%
Long-term debt, net	$ 62,000,000
Facility fee (as percentage)	0.15%
Aggregate face amount outstanding	$ 467,000		467,000
Line of credit | Revolving Credit Facility | Daily SOTR
Line of Credit Facility [Line Items]
SOFR	5.09%
Line of credit | Revolving Credit Facility | Other Assets Net
Line of Credit Facility [Line Items]
Deferred financing costs on credit facility	$ 11,700,000		3,300,000
Line of credit | Term Loans [Member]
Line of Credit Facility [Line Items]
Debt, gross	720,000,000		550,000,000
Unamortized deferred financing costs and premium / discount, net	(3,243,000)		(2,928,000)
Long-term debt, net	$ 716,757,000		547,072,000
Line of credit | Tranche A-1 Term Loan
Line of Credit Facility [Line Items]
Effective interest rate	2.61%
Debt, gross	$ 200,000,000		$ 200,000,000
Line of credit | Tranche A-1 Term Loan | Interest rate swap | Secured Overnight Financing Rate ("SOFR")
Line of Credit Facility [Line Items]
Derivative fixed average interest rate	1.46%		1.46%
Line of credit | Tranche A-1 Term Loan | Interest Rate Swaps Maturing July 2024
Line of Credit Facility [Line Items]
Derivative notional amount	$ 200,000,000.0		$ 200,000,000.0
Line of credit | Tranche A-2 Term Loan
Line of Credit Facility [Line Items]
Effective interest rate	3.54%
Debt, gross	$ 400,000,000		$ 350,000,000
Line of credit | Tranche A-2 Term Loan | Forward Interest Rate Swap Effective July 2024
Line of Credit Facility [Line Items]
Number of interest rate swaps | DerivativeInstrument	2
Derivative notional amount	$ 200,000,000.0
Line of credit | Tranche A-2 Term Loan | Forward Interest Rate Swap Effective July 2024 | Secured Overnight Financing Rate ("SOFR")
Line of Credit Facility [Line Items]
Derivative fixed average interest rate	2.81%
Line of credit | Tranche A-2 Term Loan | Interest rate swap | Secured Overnight Financing Rate ("SOFR")
Line of Credit Facility [Line Items]
Derivative fixed average interest rate	2.29%		2.29%
Line of credit | Tranche A-2 Term Loan | Interest Rate Swaps Maturing July 2024
Line of Credit Facility [Line Items]
Derivative notional amount	$ 200,000,000.0		$ 200,000,000.0
Line of credit | Tranche A-2 Term Loan | Interest Rate Swaps Maturing January 2028
Line of Credit Facility [Line Items]
Derivative notional amount	$ 200,000,000.0		$ 200,000,000.0
Line of credit | Term Loan Credit Facility 2023 [Member]
Line of Credit Facility [Line Items]
Effective interest rate	5.26%
Debt, gross	$ 120,000,000
Line of credit | Term Loan Credit Facility 2023 [Member] | Interest rate swap
Line of Credit Facility [Line Items]
Derivative notional amount		$ 120,000,000.0
Line of credit | Term Loan Credit Facility 2023 [Member] | Interest rate swap | Secured Overnight Financing Rate ("SOFR")
Line of Credit Facility [Line Items]
Derivative fixed interest rate (in percent)	4.01%	4.01%

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Other Liabilities, Net (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Other Liabilities, Net.
Lease intangible liabilities, net	$ 6,403	$ 7,275
Lease assumption liabilities	1,228	2,647
Lease incentive liabilities	9,685	11,539
Liabilities related to operating lease right-of-use assets	$ 65,875	$ 5,308
Liabilities related to operating lease right-of-use assets (1	Total other liabilities, net	Total other liabilities, net
Prepaid rent	$ 15,428	$ 15,923
Security deposits	12,879	13,963
Environmental liabilities	17,990	17,990
Deferred tax liability, net	5,181	4,903
Dividends payable		29,621
Derivative agreements, at fair value	755
Deferred purchase price related to the acquisition of a development parcel		19,447
Other	4,021	4,094
Total other liabilities, net	$ 139,445	$ 132,710

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Redeemable Noncontrolling Interests - Narrative (Details)	1 Months Ended			6 Months Ended
	Jul. 31, 2023 shares	Feb. 28, 2023 item	Oct. 31, 2022 item	Jun. 30, 2023 shares	Jun. 30, 2022 shares
OP Units
Noncontrolling Interest [Line Items]
Redemption of common limited partnership units to common shares				1,600,000	280,451
Subsequent Event | OP Units
Noncontrolling Interest [Line Items]
Redemption of common limited partnership units to common shares	257,151
JBG Smith, LP
Noncontrolling Interest [Line Items]
Ownership interest by parent				88.10%
JBG Smith, LP | OP Units
Noncontrolling Interest [Line Items]
Units outstanding				14,100,000
Ownership interest by parent				11.90%
Consolidated Real Estate Venture
Noncontrolling Interest [Line Items]
Ownership interest by parent				100.00%	96.00%
Number of partners who redeemed interest during period | item		1	1
Interest redeemed		0.30%	3.70%

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Redeemable Noncontrolling Interests - Summary of the Activity of Redeemable Noncontrolling Interests (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Temporary Equity
Balance, beginning of period	$ 457,778	$ 546,049	$ 481,310	$ 522,725
Redemptions	(11,726)	(1,762)	(26,155)	(7,776)
LTIP Units issued in lieu of cash compensation	757	987	5,213	6,584
Net income (loss)	(1,398)	18,248	1,965	18,258
Other comprehensive income (loss)	1,781	1,311	(444)	4,277
Distributions	(3,927)	(4,189)	(3,927)	(4,258)
Share-based compensation expense	9,606	12,369	19,149	24,896
Adjustment to redemption value	3,015	(51,621)	(21,225)	(43,314)
Balance, end of period	455,886	521,392	455,886	521,392
JBG Smith, LP
Temporary Equity
Balance, beginning of period	457,778	536,725	480,663	513,268
Redemptions	(11,726)	(1,762)	(25,508)	(7,776)
LTIP Units issued in lieu of cash compensation	757	987	5,213	6,584
Net income (loss)	(1,398)	18,240	1,965	18,237
Other comprehensive income (loss)	1,781	1,311	(444)	4,277
Distributions	(3,927)	(4,110)	(3,927)	(4,110)
Share-based compensation expense	9,606	12,369	19,149	24,896
Adjustment to redemption value	3,015	(50,334)	(21,225)	(41,950)
Balance, end of period	$ 455,886	513,426	455,886	513,426
Consolidated Real Estate Venture
Temporary Equity
Balance, beginning of period		9,324	647	9,457
Redemptions			$ (647)
Net income (loss)		8		21
Distributions		(79)		(148)
Adjustment to redemption value		(1,287)		(1,364)
Balance, end of period		$ 7,966		$ 7,966

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Property Rental Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Property Rental Revenue
Fixed	$ 108,124	$ 105,498	$ 221,195	$ 226,135
Variable	12,468	11,538	23,430	22,499
Property rental revenue	$ 120,592	$ 117,036	$ 244,625	$ 248,634

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Share-Based Payments - LTIP Units and Time-Based LTIP Units (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended		3 Months Ended		6 Months Ended		12 Months Ended
	May 31, 2023	Feb. 28, 2023	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Share-based compensation arrangement by share-based payment award, equity instruments other than options
Compensation expense recognition period (in years)					2 years 10 months 24 days
Share-based compensation expense			$ 10,086	$ 12,471	$ 20,514	$ 25,375
Time-Based LTIP Units
Share-based compensation arrangement by share-based payment award, equity instruments other than options
Vesting period					4 years
Compensation expense recognition period (in years)					4 years
Unvested Shares
Granted (in shares)					945,872
Weighted Average Grant-Date Fair Value
Weighted average grant-date fair value (in dollars per share)					$ 17.65
LTIP and Time-Based LTIP Units
Share-based compensation arrangement by share-based payment award, equity instruments other than options
Fair value of awards on grant date					$ 22,900
Certain Employees | LTIP Units
Share-based compensation arrangement by share-based payment award, equity instruments other than options
Share-based compensation expense							$ 4,500
Unvested Shares
Granted (in shares)		280,342
Weighted Average Grant-Date Fair Value
Vested grant-date fair value (in dollars per share)		$ 15.90
Trustees | LTIP Units
Unvested Shares
Granted (in shares)	155,523
Weighted Average Grant-Date Fair Value
Vested grant-date fair value (in dollars per share)	$ 11.30
Minimum | LTIP and Time-Based LTIP Units
Share-based compensation arrangement by share-based payment award, equity instruments other than options
Expected volatility					26.00%
Risk-free interest rate					3.40%
Post-grant restriction periods					2 years
Maximum | LTIP and Time-Based LTIP Units
Share-based compensation arrangement by share-based payment award, equity instruments other than options
Expected volatility					31.00%
Risk-free interest rate					4.90%
Post-grant restriction periods					6 years

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Share-Based Payments - AO LTIP Units (Details) - AO LTIP Units - USD ($) $ / shares in Units, shares in Millions, $ in Millions	1 Months Ended	6 Months Ended
	Jan. 31, 2023	Jun. 30, 2023
Share-based Compensation Arrangement by Share-based Payment Award
Vesting period	3 years
Award term	10 years
Fair value of awards on grant date		$ 6.4
Expected volatility		30.00%
Dividend yield		3.20%
Risk-free interest rate		4.10%
Units earned (as a percent)	25.00%
Threshold Price of Common Share At Conversion of Awards	$ 20.83
Unvested Shares
Granted (in shares)	1.7
Weighted Average Grant-Date Fair Value
Weighted average grant-date fair value (in dollars per share)	$ 3.73
Vesting at the end of three-year performance period
Share-based Compensation Arrangement by Share-based Payment Award
Vesting (as a percent)	50.00%
Vesting on the fourth anniversary of the grant date
Share-based Compensation Arrangement by Share-based Payment Award
Vesting (as a percent)	50.00%

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Share-Based Payments - Performance-Based LTIP Units (Details)	1 Months Ended
	Jan. 31, 2023 shares
Performance LTIP Units
Unvested Shares
Units forfeited	470,773

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Share-Based Payments - Restricted Share Units ("RSUs") (Details) - USD ($) $ / shares in Units, $ in Millions	1 Months Ended	6 Months Ended
	Jan. 31, 2023	Jun. 30, 2023
Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award
Fair value of awards on grant date		$ 1.5
Time-Based RSUs
Unvested Shares
Granted (in shares)	78,681
Weighted Average Grant-Date Fair Value
Granted (in dollars per share)	$ 18.94

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Share-Based Payments - ESPP (Details) - USD ($)	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Share-based Compensation Arrangement by Share-based Payment Award
Proceeds from common shares issued pursuant to ESPP	$ 665,000	$ 800,000
ESPP
Share-based Compensation Arrangement by Share-based Payment Award
Common shares issued pursuant to employee share purchase plan (in shares)	52,089
Proceeds from common shares issued pursuant to ESPP	$ 665,000
Expected volatility	30.00%
Dividend yield	2.40%
Risk-free interest rate	4.70%
Award term	6 months

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Share-Based Payments - Summary of Share-Based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Share-based Compensation Arrangement by Share-based Payment Award
Total share-based compensation expense	$ 10,868	$ 13,768	$ 21,947	$ 27,722
Less amount capitalized	(782)	(1,297)	(1,433)	(2,347)
Share-based compensation expense	10,086	12,471	20,514	25,375
Total unrecognized compensation expense	41,100		$ 41,100
Compensation expense recognition period (in years)			2 years 10 months 24 days
Share Based Compensation - Other
Share-based Compensation Arrangement by Share-based Payment Award
Total share-based compensation expense	10,868	12,191	$ 21,596	23,901
Time-Based LTIP Units
Share-based Compensation Arrangement by Share-based Payment Award
Total share-based compensation expense	5,324	6,202	$ 10,856	12,328
Compensation expense recognition period (in years)			4 years
AO LTIP Units and Performance-Based LTIP Units
Share-based Compensation Arrangement by Share-based Payment Award
Total share-based compensation expense	3,282	3,590	$ 6,942	7,747
Other Equity Awards
Share-based Compensation Arrangement by Share-based Payment Award
Total share-based compensation expense	1,262	1,399	2,798	2,826
Share Based Compensation Related To Formation Transaction and Special Equity Awards
Share-based Compensation Arrangement by Share-based Payment Award
Total share-based compensation expense		1,577	351	3,821
LTIP Units
Share-based Compensation Arrangement by Share-based Payment Award
Total share-based compensation expense	$ 1,000	1,000	1,000	1,000
Formation awards, OP Units and LTIP Units
Share-based Compensation Arrangement by Share-based Payment Award
Total share-based compensation expense		1,017	108	1,974
Special Time-Based LTIP Units and Special Performance-Based LTIP Units (3)
Share-based Compensation Arrangement by Share-based Payment Award
Total share-based compensation expense		$ 560	$ 243	$ 1,847

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Transaction and Other Costs (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Transaction and Other Costs.
Completed, potential and pursued transaction expenses	$ 227	$ 854	$ 274	$ 1,586
Severance and other costs	1,799	727	3,247	872
Demolition costs	1,466	406	2,443	428
Transaction and other costs	$ 3,492	$ 1,987	$ 5,964	$ 2,886

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Interest Expense (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Interest Expense
Interest expense before capitalized interest	$ 27,805	$ 18,857	$ 55,713	$ 37,299
Amortization of deferred financing costs	1,351	1,121	2,630	2,251
Interest expense related to finance lease right-of-use assets		247		2,091
Net (gain) loss on derivative financial instruments designated as ineffective hedges:
Net unrealized (gain) loss	2,944	(2,027)	5,641	(5,394)
Net realized loss	97		230
Capitalized interest	(6,362)	(2,157)	(11,537)	(3,928)
Interest expense	$ 25,835	$ 16,041	$ 52,677	$ 32,319

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Shareholders' Equity and Earnings (Loss) Per Common Share - Common Shares Repurchased (Details) - USD ($) $ / shares in Units, $ in Thousands, shares in Millions	1 Months Ended	3 Months Ended		6 Months Ended		40 Months Ended
	Aug. 08, 2023	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	May 31, 2023
Sale of stock
Authorized value of shares for repurchase		$ 1,000,000		$ 1,000,000		$ 1,000,000	$ 1,500,000
Repurchase and retired common shares		9.3	8.5	10.5	11.8	33.8
Repurchase and retired common shares, Value		$ 135,700	$ 213,900	$ 155,800	$ 307,000	$ 779,300
Average purchase price		$ 14.54	$ 25.15	$ 14.79	$ 25.91	$ 23.02
Common shares repurchased		$ 135,747	$ 213,891	$ 155,845	$ 307,039
Subsequent Event
Sale of stock
Repurchase and retired common shares	2.0
Repurchase and retired common shares, Value	$ 31,500
Average purchase price	$ 16.03

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Shareholders' Equity and Earnings (Loss) Per Common Share - Basic and Diluted Earnings (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Shareholders' Equity and Earnings (Loss) Per Common Share
NET INCOME (LOSS)	$ (12,254)	$ 141,494	$ 12,056	$ 141,417
Net (income) loss attributable to redeemable noncontrolling interests	1,398	(18,248)	(1,965)	(18,258)
Net loss attributable to noncontrolling interests	311	29	535	84
Net Income (Loss)	(10,545)	123,275	10,626	123,243
Distributions to participating securities	(717)	(12)	(717)	(12)
Net income (loss) available to common shareholders - basic	(11,262)	123,263	9,909	123,231
Net income (loss) available to common shareholders - diluted	$ (11,262)	$ 123,263	$ 9,909	$ 123,231
Weighted average number of common shares outstanding - basic	109,695	121,316	111,862	123,984
Weighted average number of common shares outstanding - diluted	109,695	121,316	111,862	123,984
Earnings (loss) per common share - basic	$ (0.10)	$ 1.02	$ 0.09	$ 0.99
Earnings (loss) per common share - diluted	$ (0.10)	$ 1.02	$ 0.09	$ 0.99

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Shareholders' Equity and Earnings (Loss) Per Common Share - Antidilutive (Details) - $ / shares shares in Millions		3 Months Ended		6 Months Ended
	Aug. 03, 2023	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Antidilutive securities excluded from computation of earnings per share
Antidilutive securities excluded from computation of earnings per share (in shares)		5.2	6.0	5.3	5.9
Dividends cash declared		$ 0.225	$ 0.225	$ 0.225	$ 0.225
Subsequent Event
Antidilutive securities excluded from computation of earnings per share
Dividends cash declared	$ 0.225

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Fair Value Measurements - Narrative (Details) - USD ($) $ in Millions	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Fair Value Measurements
Net unrealized gain (loss) on derivative designated as effective hedge	$ 50.2	$ 55.0
Gain (loss) expected to be reclassified into interest expense within the next 12 months	$ 34.9

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Fair Value Measurements - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Designated as Hedging Instrument
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Derivative Asset, Statement of Financial Position [Extensible Enumeration]	Other Assets	Other Assets
Derivative Liability, Statement of Financial Position [Extensible Enumeration]	Other Liabilities
Designated as Hedging Instrument | Interest rate swaps and caps | Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Classified as assets in Other assets, net	$ 51,313	$ 53,515
Classified as liabilities in Other liabilities, net	755
Designated as Hedging Instrument | Level 2 | Interest rate swaps and caps | Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Classified as assets in Other assets, net	51,313	$ 53,515
Classified as liabilities in Other liabilities, net	$ 755
Not Designated as Hedging Instrument
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Derivative Asset, Statement of Financial Position [Extensible Enumeration]	Other Assets	Other Assets
Not Designated as Hedging Instrument | Interest rate swaps and caps | Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Classified as assets in Other assets, net	$ 2,256	$ 8,107
Not Designated as Hedging Instrument | Level 2 | Interest rate swaps and caps | Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Classified as assets in Other assets, net	$ 2,256	$ 8,107

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Fair Value Measurements - Financial Assets and Liabilities Not Measured at Fair Value (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Mortgage loans | Fair Value
Financial liabilities:
Financial liabilities	$ 1,651,156	$ 1,830,651
Mortgage loans | Carrying Amount
Financial liabilities:
Financial liabilities	1,704,206	1,901,875
Revolving credit facility | Fair Value
Financial liabilities:
Financial liabilities	65,295
Revolving credit facility | Carrying Amount
Financial liabilities:
Financial liabilities	62,000
Term loans | Fair Value
Financial liabilities:
Financial liabilities	723,019	551,369
Term loans | Carrying Amount
Financial liabilities:
Financial liabilities	$ 720,000	$ 550,000

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Segment Information - Narrative (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2023 USD ($) segment	Dec. 31, 2022 USD ($)
Segment Information
Number of reportable segments | segment	3
Intangible assets, net	$ 144,308	$ 162,246
Third-Party Real Estate Services Segment
Segment Information
Intangible assets, net	$ 10,900	$ 13,700

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Segment Information - Summary of Third-party Asset Management and Real Estate Services (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Segment Information
Third-party real estate services revenue, excluding reimbursements	$ 12,009	$ 11,211	$ 22,970	$ 24,134
Reimbursement revenue	10,853	10,946	22,676	21,993
Third-party real estate services revenue, including reimbursements	22,862	22,157	45,646	46,127
Third-party real estate services expenses	22,105	24,143	45,928	51,192
Third-party real estate services revenue less expenses	757	(1,986)	(282)	(5,065)
Property management fees
Segment Information
Third-party real estate services revenue, excluding reimbursements	5,017	4,976	9,969	9,784
Asset management fees
Segment Information
Third-party real estate services revenue, excluding reimbursements	1,255	1,513	2,358	3,284
Development fees
Segment Information
Third-party real estate services revenue, excluding reimbursements	2,756	2,148	4,742	5,687
Leasing fees
Segment Information
Third-party real estate services revenue, excluding reimbursements	1,256	1,038	2,612	2,877
Construction management fees
Segment Information
Third-party real estate services revenue, excluding reimbursements	303	37	643	187
Other service revenue
Segment Information
Third-party real estate services revenue, excluding reimbursements	$ 1,422	$ 1,499	$ 2,646	$ 2,315

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Segment Information - Schedule of Reconciliation of Net Income (Loss) Attributable to Common Shareholders to Consolidated NOI (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Segment Information
Net income (loss) attributable to common shareholders	$ (10,545)	$ 123,275	$ 10,626	$ 123,243
Depreciation and amortization expense	49,218	49,479	102,649	107,541
Corporate and other	15,093	14,782	31,216	30,597
Third-party real estate services	22,105	24,143	45,928	51,192
Share-based compensation related to Formation Transaction and special equity awards		1,577	351	3,821
Transaction and other costs	3,492	1,987	5,964	2,886
Interest expense	25,835	16,041	52,677	32,319
Loss on the extinguishment of debt	450	1,038	450	1,629
Income tax expense	611	2,905	595	2,434
Net income (loss) attributable to redeemable noncontrolling interests	(1,398)	18,248	1,965	18,258
Net loss attributable to noncontrolling interests	(311)	(29)	(535)	(84)
Third-party real estate services, including reimbursements revenue	22,862	22,157	45,646	46,127
Other revenue	3,846	1,798	5,572	3,994
Income (loss) from unconsolidated real estate ventures, net	510	(2,107)	943	1,038
Interest and other income, net	2,281	1,672	6,358	15,918
Gain on the sale of real estate, net		158,767	40,700	158,631
Consolidated NOI	$ 75,051	$ 71,159	$ 152,667	$ 148,128

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Segment Information - Summary of NOI by Segment (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Segment Information
Property rental revenue	$ 120,592	$ 117,036	$ 244,625	$ 248,634
Total property revenue	125,387	121,550	253,839	257,349
Property operating	35,912	35,445	71,524	76,089
Real estate taxes	14,424	14,946	29,648	33,132
Total property expense	50,336	50,391	101,172	109,221
Consolidated NOI	75,051	71,159	152,667	148,128
Parking
Segment Information
Parking revenue	4,795	4,514	9,214	8,715
Operating Segments | Commercial Segment
Segment Information
Property rental revenue	64,321	71,903	136,238	159,524
Total property revenue	68,747	76,090	144,802	167,723
Property operating	18,252	19,624	37,623	45,826
Real estate taxes	8,195	9,018	17,196	20,795
Total property expense	26,447	28,642	54,819	66,621
Consolidated NOI	42,300	47,448	89,983	101,102
Operating Segments | Commercial Segment | Parking
Segment Information
Parking revenue	4,426	4,187	8,564	8,199
Operating Segments | Multifamily Segment
Segment Information
Property rental revenue	52,443	42,939	102,353	85,047
Total property revenue	52,738	43,189	102,872	85,431
Property operating	18,394	14,870	35,849	28,625
Real estate taxes	5,648	5,054	11,256	10,275
Total property expense	24,042	19,924	47,105	38,900
Consolidated NOI	28,696	23,265	55,767	46,531
Operating Segments | Multifamily Segment | Parking
Segment Information
Parking revenue	295	250	519	384
Other
Segment Information
Property rental revenue	3,828	2,194	6,034	4,063
Total property revenue	3,902	2,271	6,165	4,195
Property operating	(734)	951	(1,948)	1,638
Real estate taxes	581	874	1,196	2,062
Total property expense	(153)	1,825	(752)	3,700
Consolidated NOI	4,055	446	6,917	495
Other | Parking
Segment Information
Parking revenue	$ 74	$ 77	$ 131	$ 132

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Segment Information - Summary of Certain Balance Sheet Data by Segment (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Segment Information
Real estate, at cost	$ 6,137,660	$ 6,158,082
Investments in unconsolidated real estate ventures	309,219	299,881
Total assets	5,783,602	5,903,438
Operating Segments | Commercial Segment
Segment Information
Real estate, at cost	2,585,492	2,754,832
Investments in unconsolidated real estate ventures	224,620	218,723
Total assets	2,787,056	2,829,576
Operating Segments | Multifamily Segment
Segment Information
Real estate, at cost	3,126,375	2,986,907
Investments in unconsolidated real estate ventures		304
Total assets	2,508,503	2,483,902
Other
Segment Information
Real estate, at cost	425,793	416,343
Investments in unconsolidated real estate ventures	84,599	80,854
Total assets	$ 488,043	$ 589,960

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Commitments and Contingencies - Narrative (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Real estate properties
General liability insurance limit	$ 150,000
Property and rental value insurance coverage limit	1,000,000
Terrorist acts insurance coverage limit	2,000,000
Construction commitment	$ 284,700
Construction commitment period	3 years
Environmental liabilities included in Other liabilities, net	$ 17,990	$ 17,990
Tenant-related obligations	53,100
Consolidated Properties
Real estate properties
Tenant-related obligations	51,400
Principal payment guarantees	8,300
Unconsolidated Properties
Real estate properties
Tenant-related obligations	1,700
Additional capital funding committed amount	62,000
Principal payment guarantees	$ 0

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Transactions with Related Parties (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended		6 Months Ended
	Mar. 31, 2023	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Transactions with Related Parties
Revenues		$ 152,095	$ 145,505	$ 305,057	$ 307,470
Disposal Group, Disposed of by Sale | 4747 Bethesda Avenue
Transactions with Related Parties
Percentage of ownership interest in assets sold	80.00%			80.00%
Related party | Washington Housing Initiative
Transactions with Related Parties
Completed capital commitments		114,400		$ 114,400
Commitment		11,200		11,200
Remaining unfunded commitment		4,300		4,300
Related party | Supervisory Services of Properties | BMS
Transactions with Related Parties
Related party payments		2,300	2,000	4,600	5,100
Related party | Fees from Legacy JBG Funds and Washington Housing Initiative | Legacy JBG Funds and Washington Housing Initiative
Transactions with Related Parties
Revenues		5,900	$ 4,800	10,800	$ 10,300
Receivables		3,800		3,800		$ 4,500
Related party | Office Rent | Unconsolidated Real Estate Ventures
Transactions with Related Parties
Related party payments		$ 1,600		$ 1,800

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Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Pay vs Performance Disclosure
Net Income (Loss)	$ (10,545)	$ 123,275	$ 10,626	$ 123,243

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Insider Trading Arrangements	3 Months Ended
	Jun. 30, 2023
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false