Form 4: JBG SMITH CSO Receives Equity Grants

JBG SMITH Properties' Chief Strategy Officer, Evan Regan-Levine, was granted various equity awards, including AO LTIP Units and LTIP Units, effective January 2, 2026.

Summary

• Evan Regan-Levine, Chief Strategy Officer of JBG SMITH Properties, received new equity grants on January 2, 2026.
• The grants include 31,481 Class AO LTIP Units, 24,981 LTIP Units, 65,000 performance-based LTIP Units, and 60,000 time-based LTIP Units.
• Following these transactions, the Chief Strategy Officer beneficially owns a total of 59,362 AO LTIP Units, 148,307 LTIP Units (from the first grant type), 213,307 LTIP Units (from the second grant type), and 273,307 LTIP Units (from the third grant type).
• The 31,481 AO LTIP Units have a participation threshold of $18.37 and are subject to performance conditions over a three-year period commencing January 2, 2026, with vesting 50% on the third and 50% on the fourth anniversary of the grant date.
• The 24,981 and 60,000 LTIP Units vest 25% annually over four years, starting January 2, 2026.
• The 65,000 performance-based LTIP Units can be earned based on the Issuer's common share closing price reaching $20.00, $22.00, $24.00, $26.00, and $28.00 for a consecutive 60-trading day period, with vesting up to 50% on the third and an additional 50% on the fourth anniversary of the grant. If hurdles are not fully attained by the fourth anniversary, they remain eligible to vest up to the sixth anniversary.
• All grants are generally contingent on the reporting person's continued employment with the Issuer.

Sentiment

Score: 7

Explanation: The grants align the Chief Strategy Officer's interests with long-term shareholder value and serve as a retention mechanism. This is a standard practice for executive compensation and is generally viewed positively for corporate governance and incentive alignment.

Positives

• Aligns the Chief Strategy Officer's interests with long-term shareholder value through equity-based compensation.
• Performance-based grants incentivize achieving specific share price targets and company performance.
• Serves as a retention mechanism through multi-year vesting schedules.

Negatives

• Potential future dilution for existing shareholders upon conversion of these units into common shares.
• The company will recognize compensation expense for these awards.

Risks

• Vesting of awards is contingent on the reporting person's continued employment, posing a risk of forfeiture if employment ceases.
• Performance-based awards may not be fully earned if the Issuer's share price hurdles are not met or other performance conditions are not achieved.

Future Outlook

This filing does not contain general forward-looking statements or guidance regarding the company's overall financial performance or strategic outlook, focusing solely on executive equity grants.

Industry Context

Executive equity compensation, particularly through performance-based and time-based restricted units like LTIPs, is a common practice in the real estate investment trust (REIT) sector and broader public companies. This strategy aims to align management incentives with shareholder returns and ensure long-term retention of key personnel.

Related Party Transactions

• Grant of Class AO LTIP Units and LTIP Units to Evan Regan-Levine, an officer of JBG SMITH Properties, under the JBG SMITH Properties 2017 Omnibus Share Plan.

Stakeholder Impact

• Shareholders: Potential future dilution from the conversion of equity awards; improved alignment of management incentives with shareholder interests.
• Employees (specifically Evan Regan-Levine): Significant equity compensation opportunity, subject to performance and continued employment.

Next Steps

• Vesting of AO LTIP Units on the third and fourth anniversaries of January 2, 2026, contingent on performance and continued employment.
• Vesting of time-based LTIP Units annually over four years, starting January 2, 2026, contingent on continued employment.
• Potential earning and vesting of performance-based LTIP Units based on share price hurdles and continued employment, with a performance period extending up to the sixth anniversary of the grant date.
• Conversion of vested LTIPs/AO LTIPs into OP Units, and subsequent redemption for Common Shares or cash, after the two-year anniversary of issuance.

Key Dates

Keywords

JBG SMITH Properties, JBGS, Evan Regan-Levine, Chief Strategy Officer, SEC Form 4, Insider Transaction, Equity Grant, LTIP Units, AO LTIP Units, Performance-based compensation, Executive compensation