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What changed in JBG SMITH Properties's 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of JBG SMITH Properties's 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+450 added−469 removedSource: 10-K (2025-02-18) vs 10-K (2024-02-20)

Top changes in JBG SMITH Properties's 2024 10-K

450 paragraphs added · 469 removed · 346 edited across 9 sections

Item 1. Business

Business — how the company describes what it does

103 edited+25 added−33 removed36 unchanged
Biggest changeFor additional information regarding our REIT status, see Item 9B "Other Information." Significant Tenants Only the U.S. federal government accounted for 10% or more of our rental revenue, which consists of property rental and other property revenue, as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2023 2022 2021 ​ ​ ​ (Dollars in thousands) Rental revenue from the U.S. federal government ​ $ 64,439 ​ $ 75,516 ​ $ 83,256 ​ Percentage of commercial segment rental revenue ​ 23.0 % 23.7 % 22.8 % Percentage of rental revenue ​ 12.9 % 14.8 % 16.2 % ​ ESG Our business values integrate environmental sustainability, social responsibility, D&I, and strong governance practices throughout our organization.
Biggest changeFor additional information regarding our REIT status, see Item 9B "Other Information." Significant Tenants Only commercial leases with the U.S. federal government accounted for 10% or more of our total revenue as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2024 2023 2022 ​ ​ ​ (Dollars in thousands) Rental revenue from the U.S. federal government ​ $ 64,958 ​ $ 64,439 ​ $ 75,516 ​ Percentage of total revenue ​ 11.9 % 10.7 % 12.5 % ​ For a further discussion of the risks related to the federal government as tenant, including the timing of potential lease renewals or terminations, see Item 1A “Risk Factors” - Risks Related to Our Business and Operations - We derive a significant portion of our revenue from U.S. federal government tenants, and we may face additional risks and costs associated with directly managing assets occupied by government tenants. ​ Sustainability Our business values integrate environmental sustainability, social responsibility and strong governance practices throughout our organization.
In connection with Amazon's new headquarters in National Landing, the Commonwealth of Virginia agreed to provide tax incentives to Amazon to create a minimum of 25,000 new full-time jobs and potentially 37,850 full-time jobs in National Landing with average annual wage targets for each calendar year, starting with $150,000 in 2019, and escalating 1.5% per year.
In connection with Amazon's headquarters in National Landing, the Commonwealth of Virginia agreed to provide tax incentives to Amazon to create a minimum of 25,000 new full-time jobs and potentially 37,850 full-time jobs in National Landing with average annual wage targets for each calendar year, starting with $150,000 in 2019, and escalating 1.5% per year.
We believe that by understanding the social and environmental impacts of our business, we are better able to protect asset value, reduce risk, and advance initiatives that result in positive social and environmental outcomes creating shared value. Our business model prioritizes maximizing long-term NAV per share.
We believe that by understanding the social and environmental impacts of our business, we are better able to protect asset value, reduce risk, and advance initiatives that result in positive outcomes creating shared value. Our business model prioritizes maximizing long-term NAV per share.
We intend to conduct periodic climate-related risk assessments as the composition of our portfolio changes. ​ The assessment included all in-service assets, and our development pipeline and landholdings, and included climate events such as hurricane, wildfire, temperature extremes, water stress, drought, fluvial and coastal flooding.
We intend to conduct periodic climate-related risk assessments as the composition of our portfolio changes. ​ The assessment included all in-service assets, and our development pipeline and landholdings, and included climate events such as hurricane, wildfire, temperature extremes, water stress, drought, and pluvial, fluvial and coastal flooding.
We believe these positive attributes will enable our assets located in these high-growth submarkets to outperform the Washington, D.C. metropolitan area as a whole. Drive Incremental Growth Through Lease-up and Stabilization of Our Operating Assets, and Deliver Our Under-Construction Assets.
We believe these positive attributes will enable our assets located in these high-growth submarkets to outperform the Washington, D.C. metropolitan area as a whole. Drive Incremental Growth Through Lease-up and Stabilization of Our Operating Assets, and Deliver Our Under-Construction Asset.
Our sustainability team is responsible for leading annual ESG reporting efforts, maintaining building certifications, energy, water and waste benchmarking, sustainability strategy development, and implementation and coordination with industry and community partners.
Our sustainability team is responsible for leading annual reporting efforts, maintaining building certifications, energy, water and waste benchmarking, sustainability strategy development, and implementation and coordination with industry and community partners.
By investing in urban infill and transit-oriented development and strategically mixing high-quality multifamily and commercial buildings with public areas, retail spaces, and walkable streets, we are working to define neighborhoods that deliver benefits to the environment and our community, as well as long-term value to our shareholders. We remain committed to transparent reporting of ESG financial and non-financial indicators.
By investing in urban infill and transit-oriented development and strategically mixing high-quality multifamily and commercial buildings with public areas, retail spaces, and walkable streets, we are working to define neighborhoods that deliver benefits to the environment and our community, as well as long-term value to our shareholders. We remain committed to transparent reporting of sustainability financial and non-financial indicators.
We present combined portfolio operating data that aggregates assets we consolidate in our consolidated financial statements and assets in which we own an interest, but do not consolidate in our financial results. For additional information regarding our assets, see Item 2 "Properties." Certain terms used throughout this Annual Report on Form 10-K are defined under "Definitions" starting on page 3.
We present combined portfolio operating data that aggregate assets we consolidate in our consolidated financial statements and assets in which we own an interest, but do not consolidate in our financial results. For additional information regarding our assets, see Item 2 "Properties." Certain terms used throughout this Annual Report on Form 10-K are defined under "Definitions" starting on page 3.
As defined by the TCFD framework, physical risks associated with climate change include acute risks (extreme weather-related events) and chronic risks (such as extreme heat and coastal flooding), and transition risks associated with climate change include policy and legal risks, market and reputation-related risks and decarbonization technology risks. ​ Our 2023 assessment of climate change risk relied on S&P Global Inc.'s Climanomics modeling tool.
As defined by the TCFD framework, physical risks associated with climate change include acute risks (extreme weather-related events) and chronic risks (such as extreme heat and coastal flooding), and transition risks associated with climate change include policy and legal risks, market and reputation-related risks and decarbonization technology risks. ​ Our 2024 assessment of climate change risk relied on S&P Global Inc.'s Climanomics modeling tool.
The ESG Committee is responsible for ensuring compliance with guidelines from the SEC and other regulatory bodies, and assists in establishing our general strategy as it relates to ESG matters that may affect our business, operation, performance or reputation. The ESG Committee reports to the Chief Legal Officer, with oversight provided by the Corporate Governance and Nominating Committee.
The Sustainability Committee is responsible for ensuring compliance with guidelines from the SEC and other regulatory bodies, and assists in establishing our general strategy as it relates to sustainability matters that may affect our business, operation, performance or reputation. The Sustainability Committee reports to the Chief Legal Officer, with oversight provided by the Corporate Governance and Nominating Committee.
We aim to develop risk mitigation and physical resilience plans for all assets taking into account the outputs from the Climanomics tool. ​ 15 Table of Contents Carbon-Neutral Operations Strategy Our strategy to maintain carbon-neutral operations includes the following steps: ● First and foremost, plan for and deploy energy and water efficiency at all assets. ● Plan for and deploy energy, water, and embodied carbon reductions in the design of our buildings. ● Deploy on-site renewable energy where most impactful. ● Develop and deploy off-site renewable procurement strategies. ● To the extent necessary, offset any remaining emissions by purchasing verified renewable energy credits and carbon offsets.
We aim to develop risk mitigation and physical resilience plans for all assets taking into account the outputs from the Climanomics tool. ​ Carbon-Neutral Operations Strategy Our strategy to maintain carbon-neutral operations includes the following steps: ● First and foremost, plan for and deploy energy and water efficiency at all assets. ● Plan for and deploy energy, water, and embodied carbon reductions in the design of our buildings. ● Deploy on-site renewable energy where most impactful. ● Develop and deploy off-site renewable procurement strategies. ● To the extent necessary, offset any remaining emissions by purchasing verified renewable energy credits and carbon offsets.
Since the establishment of performance targets for our development projects, we are tracking an aggregate 25% reduction in predicted energy consumption, 35% reduction in predicted water use and 20% reduction in embodied carbon as of December 31, 2023. We use green building and health and well-being certifications as a verification tool across our portfolio.
Since the establishment of performance targets for our development projects, we are tracking an aggregate 25% reduction in predicted energy consumption, 35% reduction in predicted water use and 20% reduction in embodied carbon as of December 31, 2024. We use green building and health and well-being certifications as a verification tool across our portfolio.
We launched the WHI in 2018 in partnership with the Federal City Council to preserve or build between 2,000 and 3,000 units of affordable workforce housing in the Washington, D.C. region. Our sustainability team works directly with our business units to integrate our ESG principles throughout our operations and investment processes.
We launched the WHI in 2018 in partnership with the Federal City Council to preserve or build between 2,000 and 3,000 units of workforce housing in the Washington, D.C. region. Our sustainability team works directly with our business units to integrate our sustainability principles throughout our operations and investment processes.
We currently have no properties in a Federal Emergency Management Agency hazard designated area. ​ Asset-Level Risk Management We are managing transition risks by benchmarking energy, carbon, water and waste performance at the asset level and review this information with asset management and operations teams quarterly.
We currently have no properties in a Federal Emergency Management Agency hazard designated area. ​ Asset-Level Risk Management We are managing transition risks by benchmarking energy and water consumption, carbon emissions and waste performance at the asset level and review this information with asset management and operations teams quarterly.
The costs of remediation or removal of these substances may be substantial and could exceed the value of the property, and the presence of these substances, or the failure to promptly remediate these substances, may adversely affect the owner's ability to sell or develop the real estate or to borrow using the real estate as collateral.
The costs of investigation, remediation or removal of these substances may be substantial and could exceed the value of the property, and the presence of these substances, or the failure to promptly remediate these substances, may adversely affect the owner's ability to sell, operate, or develop the real estate or to borrow using the real estate as collateral.
To develop a more informed view of future climate conditions and further our understanding of the direct climate-related risks to our properties, we have conducted a new climate-related risk assessment (both acute and chronic risks across our operating assets and development pipeline) which addresses both physical and transition climate risk factors, and estimates the financial implications of those modeled risks at the asset level.
To develop a more informed view of future climate conditions and further our understanding of the direct climate-related risks to our properties, we have conducted a new climate-related 13 Table of Contents risk assessment (both acute and chronic risks across our operating assets and development pipeline) which addresses both physical and transition climate risk factors, and estimates the financial implications of those modeled risks at the asset level.
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.
In addition, our assets are exposed to the risk of contamination originating from other sources. While 15 Table of Contents 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.
These competitors may have greater financial resources or access to capital than we do or be willing to acquire assets in 11 Table of Contents transactions which are more highly leveraged or are less attractive from a financial viewpoint than we are willing to pursue, which may reduce the number of suitable investment opportunities available to us or increase pricing.
These competitors may have greater financial resources or access to capital than we do or be willing to acquire assets in transactions which are more highly leveraged or are less attractive from a financial viewpoint than we are willing to pursue, which may reduce the number of suitable investment opportunities available to us or increase pricing.
Available Information Copies of our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports are available free of charge through our website ( https://www.JBGSMITH.com ) as soon as 19 Table of Contents reasonably practicable after they are electronically filed with, or furnished to, the SEC.
Available Information Copies of our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports are available free of charge through our website ( https://www.JBGSMITH.com ) as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC.
In 2022, management established a new ESG Committee to help inform ESG strategy and more robustly advise the Board of Trustees on climate-related risks and opportunities.
In 2022, management established a new Sustainability Committee to help inform strategy and more robustly advise the Board of Trustees on climate-related risks and opportunities.
To ensure that our ESG principles are fully integrated into our business practices, our sustainability, human resources, legal, accounting, D&I, and social impact investing teams, as well as members of our management team, provide top-down support for the implementation of ESG initiatives.
To ensure that our sustainability principles are fully integrated into our business practices, our sustainability, human resources, legal, accounting and social impact investing teams, as well as members of our management team, provide top-down support for the implementation of our initiatives.
Our ESG Committee is responsible for ESG improvement initiatives and provides our Board of Trustees' Corporate Governance & Nominating and Audit Committees with periodic updates on ESG strategy.
Our Sustainability Committee is responsible for improvement initiatives and provides our Board of Trustees' Corporate Governance & Nominating and Audit Committees with periodic updates on sustainability strategy.
Soil, soil vapor 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.
Soil, soil vapor and/or groundwater subsurface testing is conducted at our assets, when necessary, to further investigate any conditions identified by the initial assessment that could reasonably be expected to pose a material concern to the property or result in us incurring material environmental liabilities as a result of redevelopment.
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, and the liability may be joint and several.
These laws often impose such liability without regard to whether the owner knew of, or was responsible for, the presence or release of hazardous or toxic substances or petroleum products, and the liability may be joint and several.
We intend to continue publishing an annual ESG report with key performance indicators that are aligned with the Global Reporting Initiative 12 Table of Contents reporting framework, United Nations Sustainable Development Goals, Sustainability Accounting Standards Board Standards, and recommendations set forth by the Task Force on Climate-Related Financial Disclosures.
We intend to continue publishing an annual sustainability report with key performance indicators that are aligned with the Global Reporting Initiative reporting framework, United Nations Sustainable Development Goals, Sustainability Accounting Standards Board Standards, and recommendations set forth by the Task Force on Climate-Related Financial Disclosures.
The operations of current and former tenants at our assets have involved, or may have involved, the use of hazardous substances or generated hazardous wastes, and indemnities in our lease agreements may not fully protect us from liability, if, for example, a tenant responsible for environmental non­compliance or contamination becomes insolvent.
The operations of current and former tenants at our assets have involved, or may have involved, the presence or use of hazardous substances or petroleum products or the generation of hazardous wastes, and indemnities in our lease agreements may not fully protect us from liability, if, for example, a tenant responsible for environmental non­compliance or contamination becomes insolvent.
On this campus, Virginia Tech intends to create an innovation ecosystem by co-locating academic and private sector uses to accelerate research and development spending, as well as the commercialization of technology. When the Innovation Campus is fully operational, Virginia Tech plans to annually enroll approximately 750 master students and 200 PhD students in STEM fields.
At this campus, Virginia Tech intends to create an innovation ecosystem by co-locating academic and private sector uses to accelerate research and development spending, as well as the commercialization of technology. Virginia Tech plans to annually enroll approximately 750 master students and 200 PhD students in STEM fields at this campus.
In addition to portfolio lease-up, we expect increases in NOI from: (i) the commencement of signed but not yet commenced office and retail leases ($4.7 million total annualized estimated rent as of December 31, 2023, of which $2.7 million is expected in 2024) and (ii) contractual rent escalators in our non-GSA office and retail leases, which are based on increases in the Consumer Price Index or a fixed percentage.
In addition to portfolio lease-up, we expect increases in NOI from: (i) the commencement of signed but not yet commenced office and retail leases ($5.6 million total annualized estimated rent as of December 31, 2024, of which $1.5 million is expected in 2025) and (ii) contractual rent escalators in our non-GSA office and retail leases, which are based on increases in the Consumer Price Index or a fixed percentage.
As of March 2023, Amazon has created approximately 8,000 new full-time jobs in National Landing. We, alongside Amazon, Virginia Tech, and federal, state, and local governments plan to invest over $12.0 billion, including infrastructure investments, that will directly benefit National Landing.
As of April 2024, Amazon had created approximately 8,000 new full-time jobs in National Landing. We, alongside Amazon, Virginia Tech, and federal, state, and local governments plan to invest over $12.0 billion, including infrastructure investments, that will directly benefit National Landing.
Certain individual members of our management team own direct equity co-investment and promote interests in the JBG Legacy Funds and certain of the funds' investments that were not contributed to us. These economic interests will be eliminated as the JBG Legacy Funds are wound down over time.
Certain individual members of our management team own direct equity co-investment and promote interests in the JBG Legacy Funds and certain of the funds' investments that were not contributed to us. These economic interests will be eliminated as the JBG Legacy Funds are wound down over time. As of December 31, 2024, the JBG Legacy Funds had four remaining assets.
Approximately 75.0% of our portfolio is located in National Landing where Amazon is incentivized to employ a minimum of 25,000 new full-time jobs and potentially 37,850 planned employees, and Virginia Tech's $1 billion Innovation Campus is under construction.
Approximately 75.0% of our portfolio is located in National Landing where Amazon is incentivized to create a minimum of 25,000 new full-time jobs and potentially 37,850 full-time jobs, and Virginia Tech's $1 billion Innovation Campus is located.
The assessment of our portfolio identified fluvial and coastal flooding and temperature extremes (heat stress) as top hazards.
The assessment of our portfolio identified pluvial (urban flooding) and coastal flooding and temperature extremes (heat stress) as top hazards.
We believe the strong technology sector tailwinds created by Amazon, the Virginia Tech Innovation Campus, the Pentagon and our National Landing digital infrastructure 9 Table of Contents platform will contribute to substantial growth from our Operating Portfolio and our 6.6 million square foot development pipeline in National Landing.
The tailwinds created by Amazon, the Virginia Tech Innovation Campus, the Pentagon and our National Landing digital infrastructure platform will contribute to substantial growth from 8 Table of Contents our Operating Portfolio and our 6.8 million square foot development pipeline in National Landing.
In addition to National Landing, these submarkets include the Rosslyn-Ballston Corridor in Northern Virginia; the Ballpark, U Street/Shaw, and Union Market/NoMa, in the District of Columbia; and Bethesda in Maryland. These submarkets generally feature strong economic and demographic attributes, as well as superior transportation infrastructure that caters to the preferences of multifamily, office and retail tenants.
In addition to National Landing, these submarkets currently include the Ballpark, U Street/Shaw and Union Market/NoMa in the District of Columbia. These submarkets generally feature strong economic and demographic attributes, as well as superior transportation infrastructure that caters to the preferences of multifamily, office and retail tenants.
The release of these hazardous substances and wastes could result in us incurring liabilities to remediate any resulting contamination.
The release of these hazardous substances and wastes and petroleum products could result in us incurring liabilities to investigate or remediate any resulting contamination.
The infrastructure investments include: a new Metro station (Potomac Yard), a new Metro entrance (Crystal Drive) a pedestrian bridge to Reagan National Airport; a new commuter rail station located between two of our Crystal Drive office assets; lowering of elevated sections of U.S.
The infrastructure investments include: a Metro station (Potomac Yard) that opened in 2023, a new Metro entrance (Crystal Drive) currently under construction, a pedestrian bridge to Reagan National Airport; a new commuter rail station located between two of our Crystal Drive office assets; lowering of elevated sections of U.S.
The campus is part of a 20-acre innovation district, of which the fully entitled first phase encompasses approximately 1.6 million square feet of space, including four office towers and two residential buildings, with ground-level retail.
The campus is part of a 20-acre innovation district, of which the first phase encompasses approximately 1.6 million square feet of space, including four office towers and two residential buildings, with ground-level retail. In January 2025, the first building opened.
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.
We intend to continue to opportunistically sell or recapitalize assets (which may be multifamily, commercial, and/or retail assets) as well as land sites where a ground lease or joint venture execution may represent the most attractive path to maximizing value.
As of December 31, 2023, our development pipeline consisted of 17 assets, and we estimate it can support 10.8 million square feet (8.8 million square feet at our share) of estimated potential development density: 82.1% of this potential development density comprises multifamily projects located in the high-growth submarkets of National Landing, the Ballpark, and Union Market/NoMa; and 100.0% of this potential development density is Metro-served.
As of December 31, 2024, our development pipeline consisted of 19 assets, and we estimate it can support 11.0 million square feet (8.9 million square feet at our share) of estimated potential development density: 87.1% of this potential development density comprises multifamily projects located in the high-growth submarkets of National Landing and Union Market/NoMa; and 100.0% of this potential development density is Metro-served.
Climate Change Resilience We take climate change and the associated risks seriously, and we are committed to managing and avoiding the impacts of climate change using science to inform action. We stand with our communities, tenants and shareholders in supporting meaningful solutions that address this global challenge.
These tenants are not considered to be separately metered or sub-metered. Climate Change Resilience We take climate change and the associated risks seriously, and we are committed to managing and avoiding the impacts of climate change using science to inform action. We stand with our communities, tenants and shareholders in supporting meaningful solutions that address this global challenge.
In 2023, we maintained a carbon neutral operating portfolio for Scope 1 and Scope 2.
In 2024, we maintained a carbon neutral operating portfolio for Scope 1 and Scope 2 emissions.
As of December 31, 2023, our Operating Portfolio consisted of 44 operating assets comprising 16 multifamily assets totaling 6,318 units (6,318 units at our share), 26 commercial assets totaling 8.3 million square feet (7.7 million square feet at our share) and two wholly owned land assets for which we are the ground lessor.
As of December 31, 2024, our Operating Portfolio consisted of 38 operating assets comprising 16 multifamily assets totaling 6,781 units (6,781 units at our share), 20 commercial assets totaling 6.7 million square feet (6.3 million square feet at our share) and two wholly owned land assets for which we are the ground lessor.
As of December 31, 2023: ● 95% of all operating assets, based on square footage, have earned at least one green building or health and well-being certification: o 3.2 million square feet of LEED Certified Multifamily Space (61%) o 3.3 million square feet of LEED Certified Commercial Space (43%) o 2.7 million square feet of ENERGY STAR Certified Multifamily Space (52%) o 3.9 million square feet of ENERGY STAR Certified Commercial Space (51%) o 7.5 million square feet of BOMA 360 Certified Commercial Space (99%) o 3.8 million square feet of Fitwel Full Building Certified Commercial and Multifamily Space (29%) o 7.3 million square feet of Fitwel Viral Response Module Certified Commercial Space (96%) ● 99.4% of our operating assets' energy and water use are benchmarked Tenant Sustainability Impacts Customer service is an integral component of real estate management.
As of December 31, 2024: ● 93% of all operating assets, based on square footage, have earned at least one green building or health and well-being certification: o 3.9 million square feet of LEED Certified Multifamily Space (70%) o 2.2 million square feet of LEED Certified Commercial Space (35%) o 2.8 million square feet of ENERGY STAR Certified Multifamily Space (50%) o 3.7 million square feet of ENERGY STAR Certified Commercial Space (59%) o 6.2 million square feet of BOMA 360 Certified Commercial Space (99%) o 4.6 million square feet of Fitwel Full Building Certified Commercial and Multifamily Space (38%) o 6.2 million square feet of Fitwel Viral Response Module Certified Commercial Space (99%) ● 99.6% of our operating assets' energy and water use are benchmarked Tenant Sustainability Impacts Customer service is an integral component of real estate management.
With our hybrid corporate office schedule, flexibility, and emphasis on health and welfare, we offer our employees an environment that enables them to be confident in their in-office experience and demonstrate the energy and excitement that comes from being together and collaborating with coworkers to achieve desirable outcomes.
We offer our employees an environment that enables them to be confident in their in-office experience and demonstrate the energy and excitement that comes from being together and collaborating with coworkers to achieve desirable outcomes.
Our long-term strategy to reduce energy and water consumption includes operational and capital improvements that align with our business plan and contribute to attaining our performance targets. Asset teams review historical performance, conduct energy audits and regularly assess opportunities to achieve efficiency targets.
We report progress on these commitments annually in our sustainability report. Our long-term strategy to reduce energy and water consumption includes operational and capital improvements that align with our business plan and contribute to attaining our performance targets. Asset teams review historical performance annually, conduct energy audits and regularly assess opportunities to achieve efficiency targets.
Social Responsibility We believe the economic strength of our region is central to sustaining the long-term value of our portfolio. We are committed to the economic development of the Washington D.C. metropolitan area through continued investment in our projects and local communities.
Social Responsibility We believe the economic strength of our region is central to sustaining the long-term value of our portfolio. We are committed to the economic development of the Washington D.C. metropolitan area through continued investment in our projects and local communities. We recognize, however, that new development can foster challenging growth dynamics.
We expect our pipeline of ground-up development opportunities will produce favorable risk-adjusted returns on invested capital.
We expect our development pipeline will produce favorable risk-adjusted returns on invested capital.
Route 1 that currently divide parts of National Landing to create better multimodal access and walkability; funding for the innovation campus anchored by Virginia Tech; and Long Bridge, the planned two-track rail connection between Washington, D.C. and National Landing . The Potomac Yard Metro station opened in May 2023.
Route 1 that currently divide parts of National Landing to create better multimodal access and walkability; funding for the Virginia Tech Innovation Campus; and Long Bridge, the planned two-track rail connection between Washington, D.C. and National Landing.
As such, the percentage of our directly sub-metered tenants is very low. In most cases, we receive a bill at the whole building level for grid electricity and water usage, and bill tenants based on the percentage of the building's square footage that they occupy. These tenants are not considered to be separately metered or sub-metered.
Many of our retail tenants in multifamily buildings are billed directly for electricity and water. As such, the percentage of our directly sub-metered tenants is very low. In most cases, we receive a bill at the whole building level for grid electricity and water usage, and bill tenants based on the percentage of the building's square footage that they occupy.
We believe that the fees we earn in connection with providing these third-party services enhance our overall returns, provide additional scale and efficiency in our operating, development and acquisition businesses and absorb a portion of the overhead and other administrative costs of our platform.
These assets, while no longer owned by us, continue to generate third-party service fees. ​ We believe that the fees we earn in connection with providing these third-party services enhance our overall returns, provide additional scale and efficiency in our operating and development businesses and absorb a portion of the overhead and other administrative costs of our platform.
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 developed 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 2023. We are the property manager and retail leasing agent for Amazon's headquarters at National Landing.
To that end, we focus on talent development and succession planning, pay-for-performance, and D&I. We utilize talent management practices in the broadest sense to create an engaging workplace experience for our employees, where they feel valued, respected and supported.
As of December 31, 2024, we had 645 employees. We believe that our talent is our competitive advantage. To that end, we focus on talent development and succession planning and pay-for-performance. We utilize talent management practices in the broadest sense to create an engaging workplace experience for our employees, where they feel valued, respected and supported.
As of December 31, 2023, we had 26 commercial assets totaling 8.3 million square feet (7.7 million square feet at our share), which were 86.3% leased at our share, resulting in 1.0 million square feet available for lease.
As of December 31, 2024, we had 20 commercial assets totaling 6.7 million square feet (6.3 million square feet at our share), which were 78.6% leased at our share, resulting in 1.4 million square feet available for lease.
Capital investment planning considers the useful life of equipment, energy and water efficiency, occupant health impacts and maintenance requirements. Asset-level business plans that include energy and water efficiency capital investments were completed in 2023. Our development strategy focuses on reducing predicted energy and water consumption and embodied carbon, contributing to attaining our performance targets.
Capital investment planning considers the useful life of equipment, energy and water efficiency, occupant health impacts and maintenance requirements. 12 Table of Contents Our development strategy focuses on reducing predicted energy and water consumption and embodied carbon, contributing to attaining our performance targets.
We accomplish this goal through monitoring and improving indoor air quality, eliminating toxic chemicals, providing access to nature and daylight, fresh foods, fitness, composting and waste reduction programs. 14 Table of Contents We are a Green Lease Leader established by the Institute for Market Transformation and the U.S. Department of Energy's Better Buildings Alliance.
We are committed to providing a healthy living and working environment for building occupants. We accomplish this goal through monitoring and improving indoor air quality, eliminating toxic chemicals, providing access to nature, daylight, fresh foods, fitness amenities, composting and waste reduction programs. We are a Green Lease Leader established by the Institute for Market Transformation and the U.S.
We have a dedicated team of sustainability professionals focused on ESG matters that coordinate and collaborate across business units and with our Board of Trustees and management, and which advises on environmental sustainability matters and develops and implements related initiatives.
Management’s role in overseeing, assessing, and managing climate-related risks, opportunities and initiatives is integrated throughout our business units. We have a dedicated team of sustainability professionals focused on sustainability matters that coordinate and collaborate across business units and with our Board of Trustees and management, and which advises on environmental sustainability matters and develops and implements related initiatives.
If our competitors offer space at rental rates below current market rates, below the rental rates we currently charge our tenants, in better locations within our markets, in higher quality assets or offer better services, we may lose existing and potential tenants, and we may be pressured to reduce our rental rates below those we currently charge to retain tenants when our tenants' leases expire.
If our competitors offer space at rental rates below current market rates, below the rental rates we currently charge our tenants, in better locations within our markets, in higher quality assets or offer better services, we may lose existing and potential tenants, and we may be pressured to reduce our rental rates below those we currently charge to retain tenants when our tenants' leases expire. 10 Table of Contents Segment Data We operate in the following business segments: multifamily, commercial and third-party asset management and real estate services.
As of December 31, 2023, we had 16 multifamily assets totaling 6,318 units (6,318 units at our share), which were 96.0% leased at our share.
As of December 31, 2024, we had 16 multifamily assets totaling 6,781 units (6,781 units at our share), which were 92.9% leased at our share.
Our Strategy We own and operate urban mixed-use properties concentrated in what we believe are the highest growth, Metro-served submarkets in and around Washington, D.C., most notably National Landing, that have significant barriers to entry and key urban amenities. We have significant expertise with multifamily, office and retail assets.
Our Strategy We own and operate urban mixed-use properties concentrated in amenity-rich, Metro-served submarkets in and around Washington, D.C., most notably National Landing, that we believe have long-term growth potential and appeal to residential, office and retail tenants. We have significant expertise with multifamily, office and retail assets.
Given National Landing’s proximity to the Pentagon, recent historic increases in the U.S. defense budget and robust foreign defense spending, we believe National Landing is positioned to capture growing defense demand, particularly as tech and defense are increasingly intertwined. In 2023, 47.4% of leases executed by us in National Landing were with the Department of Defense and defense contractors.
Given National Landing’s proximity to the Pentagon, recent historic increases in the U.S. defense budget and robust foreign defense spending, we believe National Landing is positioned to capture growing demand from defense-focused tenants. In 2024, 81.9% of leases executed by us in National Landing were with the Department of Defense and defense contractors, including technology companies.
We intend to continue our longstanding strategy of owning and operating urban mixed-use properties concentrated in what we believe are the highest growth, Metro-served submarkets in the Washington, D.C. metropolitan area with high barriers to entry and vibrant urban amenities.
To the extent it does not conflict with our capital allocation strategy and to the extent we believe doing so will maximize our long-term NAV per share growth, we intend to continue owning and operating urban mixed-use properties concentrated in what we believe are the highest growth, Metro-served submarkets in the Washington, D.C. metropolitan area with high barriers to entry and vibrant urban amenities.
Additionally, we have two under-construction multifamily assets with 1,583 units (1,583 units at our share) and 17 assets in the development pipeline totaling 10.8 million square feet (8.8 million square feet at our share) of estimated potential development density.
Additionally, we have one under-construction multifamily asset with 775 units (775 units at our share) and 19 assets in our development pipeline totaling 11.0 million square feet (8.9 million square feet at our share) of estimated potential development density.
The list below is a sampling of offerings that help create a compelling employee experience: ● Streamlined annual performance reviews ● Executive coaching available ● Employee share purchase plan ● Hybrid / flexible work schedules ● Flexible paid time off ● Regular town halls where senior management updates the entire team on recent progress and other important matters ● Employee surveys ● Mentorship and coaching programs to develop and retain talent ● Monthly D&I communications ● Employee roundtable discussions on pertinent current events, workplace issues and teambuilding ● Utilization of JBGS Inclusion Community and Women's Initiative to guide D&I programming and events ● Partnerships with schools and organizations to facilitate recruitment of diverse talent ● Employee referral program ● Generous company subsidy on health-related benefits ● Lunches with Leaders ● Volunteer opportunities In addition to the above, we have a strong pay-for-performance culture where compensation is tied to both company and individual performance, ensuring that employees are focused on our success, as well as their individual goals.
The list below is a sampling of offerings that help create a compelling employee experience: ● Streamlined annual performance reviews ● Executive coaching available ● Employee share purchase plan ● Hybrid / flexible work schedules ● Flexible paid time off ● Regular town halls where senior management updates the entire team on recent progress and other important matters ● Mentorship and coaching programs to develop and retain talent ● Employee referral program ● Generous company subsidy on health-related benefits ● Lunches with Leaders ● Volunteer opportunities 17 Table of Contents In addition to the above, we have a strong pay-for-performance culture.
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 new acquisitions with higher cash yields and growth, development projects with significant yield spreads and profit potential, and share repurchases.
Successful execution of our capital allocation strategy enables us to source capital at NAV from the disposition of assets generating low cash yields and repurchase our shares, since we believe our share price currently fails to reflect the underlying, intrinsic value of our business, and invest in development projects with significant yield spreads and profit potential.
Co-chairs include our Deputy General Counsel and Senior Vice President of Sustainability, with representation by business leaders from various groups across the organization. 16 Table of Contents Regulatory Matters Environmental Matters Under various federal, state and local laws, ordinances and regulations, a current or former owner or operator of real estate may be liable for conducting or paying for the costs of the investigation, removal or remediation of certain hazardous or toxic substances on that real estate.
Regulatory Matters Environmental Matters Under various federal, state and local laws, ordinances and regulations, a current or former owner or operator of real estate may be liable for conducting or paying for the costs of the investigation, removal or remediation of certain hazardous or toxic substances or petroleum products on, under or from that real estate.
We want our employees to feel aligned with our company vision and enabled to grow in their careers. To that end, we have a strong track record of promoting from within; in 2023, 50% of promotions went to people of color.
We want our employees to feel aligned with our company vision and enabled to grow in their careers. To that end, we have a strong track record of promoting from within. Consequently, the opportunities for growth and development also help to keep our population engaged and motivated.
Approximately 75.0% of our holdings are in the National Landing submarket in Northern Virginia, which is anchored by four key demand drivers: Amazon's new headquarters; Virginia Tech's under-construction $1 billion Innovation Campus; the submarket’s proximity to the Pentagon; and our deployment of 5G digital infrastructure.
Approximately 75.0% of our holdings are in the National Landing submarket in Northern Virginia, which is anchored by four key demand drivers: Amazon's headquarters; Virginia Tech's $1 billion Innovation Campus; proximity to the Pentagon; and our placemaking initiatives and public infrastructure improvements. In addition, our third-party asset management and real estate services business provides fee-based real estate services.
This expected powerful demand driver sits adjacent to 2.0 million square feet of development density we own in National Landing and the new Potomac Yard Metro station, which opened in May 2023, all approximately one mile south of Amazon's new headquarters.
We believe Virginia Tech's $1 billion Innovation Campus in National Landing is a powerful demand driver sitting adjacent to 1.3 million square feet of development density we own in National Landing and the Potomac Yard Metro station, all approximately one mile south of Amazon's headquarters.
As of December 31, 2023, JBG SMITH, as its sole general partner, controlled JBG SMITH LP and owned 87.8% of its OP Units, after giving effect to the conversion of certain vested LTIP Units that are convertible into OP Units. JBG SMITH is referred to herein as "we," "us," "our" or other similar terms.
Substantially all our assets are held by, and our operations are conducted through, JBG SMITH LP. As of December 31, 2024, JBG SMITH, as its sole general partner, controlled JBG SMITH LP and owned 86.0% of its OP Units, after giving effect to the conversion of certain vested LTIP Units that are convertible into OP Units.
In addition, we are proud to have been recognized by the Washington Post as a "Top Workplace" several times in past years, and are focused on providing a positive employee experience to ensure that we remain an employer of choice. 18 Table of Contents We continually invest in our employee population, ensuring our employee experience more broadly continues to help us attract and retain the best talent in the industry.
In addition, we are proud to have been recognized a "Top Workplace" several times in past years, and are focused on providing a positive employee experience to ensure that we remain an employer of choice.
By 2030, we have committed to reduce: energy consumption 25%, predicted energy consumption 25%, water consumption 20% and greenhouse gas emissions (Scope 1 and 2) 25%. Further, by 2030, we have committed to increase waste diversion to 60% and verify all assets using green building and health and well-being certifications across our Operating Portfolio and development pipeline.
Further, by 2030, we have committed to increase waste diversion to 60% and verify all assets using green building and health and well-being certifications across our Operating Portfolio and development pipeline. We achieve this improvement through real time energy use monitoring and capital investments in energy and water saving projects.
The following are key components of our strategy: Capitalize on Significant Demand Catalysts in National Landing.
The following are key components of our strategy: Capitalize on Significant Demand Catalysts in National Landing. We believe that demand will continue to materialize at the critical intersection of defense and technology.
Through this process, we create synergies, and thus value, across those varied uses leading to unique, amenity-rich, walkable neighborhoods that are desirable and enhance tenant and investor demand. We believe our Placemaking approach will increase occupancy and rental rates in our portfolio, in particular with respect to our concentrated and extensive land and operating asset holdings in National Landing.
Through this process, we create synergies, and thus value, across those varied uses leading to unique, amenity-rich, walkable neighborhoods that are desirable and enhance tenant and investor demand.
This language is included in 100% of our new office and retail leases and renewals. Nearly all our commercial tenants are metered at the whole building level for their grid electricity and water usage. Many of our retail tenants in multifamily buildings are billed directly for electricity and water.
Our standard lease contains a cost recovery clause for resource efficiency-related capital improvements and requires tenants to provide data for measuring, managing, and reporting sustainability performance. This language is included in 100% of our new office and retail leases and renewals. Nearly all our commercial tenants are metered at the whole building level for their grid electricity and water usage.
Such laws and regulations limit our ability to charge market rents, increase rents, evict tenants or recover increases in our operating expenses and could make it more difficult for us to dispose of assets in certain circumstances. 17 Table of Contents The Americans with Disabilities Act and other Federal, State and Local Regulations The ADA generally requires that public buildings, including our assets, meet certain federal requirements related to access and use by disabled persons.
Such laws and regulations limit our ability to charge market rents, increase rents, evict tenants or recover increases in our operating expenses and could make it more difficult for us to dispose of assets in certain circumstances.
Compliance with these regulations is costly and any increase in regulation could increase our costs, which could have a material adverse effect on us. Human Capital Our headquarters is located at 4747 Bethesda Avenue, Suite 200, Bethesda, MD 20814. As of December 31, 2023, we had 844 employees. We believe that our talent is our competitive advantage.
We are also prohibited from implementing any programs promoting diversity, equity, and inclusion that violate any applicable federal anti-discrimination laws. Compliance with these requirements is costly and any increase in regulation could increase our costs, which could have a material adverse effect on us. Human Capital Our headquarters is located at 4747 Bethesda Avenue, Suite 200, Bethesda, MD 20814.
Utilizing our Placemaking expertise, 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. Amazon's new headquarters is located in National Landing.
In keeping with our dedication to Placemaking, each new project is intended to contribute to an authentic and distinct neighborhood by creating a vibrant street environment with robust retail offerings and other amenities, including improved public spaces. To that end, we saw the delivery of two placemaking projects, Water Park and Surreal in 2023.
The WHI Impact Pool completed fundraising in 2020 with capital commitments totaling $114.4 million, and has closed $72.0 million in financing related to the purchase of residential communities containing 2,833 units through December 31, 2023. To learn more about our ESG initiatives and performance, please visit https://www.JBGSMITH.com/About/Sustainability and download our ESG Report.
As of December 31, 2024, we have invested $8.3 million of our $11.2 million commitment in the WHI Impact Pool. The WHI Impact Pool completed fundraising in 2020 with capital commitments totaling $114.4 million, and has closed $78.0 million in financing related to the purchase of residential communities containing 3,018 units through December 31, 2024.
Affordable Housing and Tenant Protection Regulations Certain states and municipalities have adopted laws and regulations imposing restrictions on the timing or amount of rent increases and other tenant protections. As of December 31, 2023, approximately 7% of the multifamily units in our Operating Portfolio were designated as affordable housing.
Moreover, environmental requirements have and may continue to become increasingly stringent, and our costs or operating restrictions may increase as a result. ​ Affordable Housing and Tenant Protection Regulations Certain states and municipalities have adopted laws and regulations imposing restrictions on the timing or amount of rent increases and other tenant protections.
Green Lease Leaders recognizes companies who use the leasing process to achieve better collaboration between landlords and tenants with the goal of reducing building energy consumption and operating costs. Our standard lease contains a cost recovery clause for resource efficiency-related capital improvements and requires tenants to provide data for measuring, managing, and reporting sustainability performance.
Department of Energy's Better Buildings Alliance. Green Lease Leaders recognizes companies who use the leasing process to achieve better collaboration between landlords and tenants with the goal of reducing building energy consumption and operating costs.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeSuch factors include: ● the economic health and public safety climate of the greater Washington Metro region and our geographic concentration therein, particularly our concentration in National Landing; ● decreases in demand for office space in the Washington, D.C. metropolitan area, particularly with respect to our two largest tenants, Amazon and the federal government; ● the amount and timing of Amazon’s investments in National Landing and revenue we receive from them currently and may receive in the future; ● whether any or all of the other three demand drivers discussed above will fail to materialize; ● whether the plan to build a sports and entertainment anchor in National Landing will materialize at the planned scale, or at all; ● reductions in or actual or threatened changes to the timing of federal government spending; ● changes in general political, economic, public safety and competitive conditions and specific market conditions; ● the risks associated with real estate development and redevelopment, including unanticipated expenses, delays and other contingencies; ● the risks associated with the acquisition, disposition and ownership of real estate in general and our real estate assets in particular; ● the ability to control our operating expenses; 34 Table of Contents ● the risks related to co-investments in real estate ventures and partnerships; ● the ability to renew leases, lease vacant space or re-let space as leases expire, and to do so on favorable terms; ● the economic health of our tenants; ● fluctuations in interest rates; ● the supply of competing properties and competition in the real estate industry generally; ● the availability and terms of financing and capital and the general volatility of securities markets; ● the risks associated with mortgage loans and other indebtedness; ● compliance with applicable laws, including those concerning the environment and access by persons with disabilities; ● increased investor focus and activism related to ESG matters; ● terrorist attacks, acts of violence and the occurrence of cyber incidents or system failures; ● the ability to maintain key personnel; ● failure to qualify and maintain our qualification as a REIT and the risks of changes in laws affecting REITs; and ● other factors discussed under the caption "Risk Factors." For a further discussion of factors that could materially affect the outcome of our forward-looking statements, see "Risk Factors" in this Annual Report on Form 10-K.
Biggest changeSuch factors include: ● the economic health and public safety climate of the greater Washington Metro region and our geographic concentration therein, particularly our concentration in National Landing; ● decreases in demand for office space in the Washington, D.C. metropolitan area, particularly with respect to our two largest tenants, Amazon and the federal government; ● the amount and timing of Amazon’s investments in National Landing and revenue we receive from them currently and may receive in the future; ● whether any or all of the other three demand drivers discussed above will fail to materialize; ● reductions in or actual or threatened changes to the timing of federal government spending; ● changes in general political, regulatory, economic, public safety and competitive conditions and specific market conditions; ● the risks associated with real estate development and redevelopment, including unanticipated expenses, delays and other contingencies; ● the risks associated with the acquisition, disposition and ownership of real estate in general and our real estate assets in particular; ● the ability to control our operating expenses; ● the risks related to co-investments in real estate ventures and partnerships, including the ability to source joint venture capital for our development pipeline; ● the ability to renew leases, lease vacant space, re-let space as leases expire, or strategically take buildings out of service, and to do so on favorable terms; ● the economic health of our tenants; ● fluctuations in interest rates; ● the liquidity of our common shares; ● the supply of competing properties and competition in the real estate industry generally; ● the availability and terms of financing and capital and the general volatility of securities markets; ● the risks associated with mortgage loans and other indebtedness; ● compliance with applicable laws, including those concerning the environment and access by persons with disabilities; ● the ability to meet certain environmental targets; ● increased investor and government focus and activism (both positive and negative) related to sustainability and social responsibility matters; 33 Table of Contents ● terrorist attacks, acts of violence and the occurrence of cyber incidents or system failures; ● the ability to maintain key personnel; ● failure to qualify and maintain our qualification as a REIT and the risks of changes in laws affecting REITs; and ● other factors discussed under the caption "Risk Factors." For a further discussion of factors that could materially affect the outcome of our forward-looking statements, see "Risk Factors" in this Annual Report on Form 10-K.
For instance, certain of our GSA tenants reduced their leased square footage. Any such curtailments in federal spending or changes in federal leasing policy could occur in the future, which could have a material adverse effect on us. We have significant exposure to Amazon and the National Landing submarket .
For instance, certain of our GSA tenants have reduced their leased square footage. Any such curtailments in federal spending or changes in federal leasing policy could occur in the future, which could have a material adverse effect on us. We have significant exposure to Amazon and the National Landing submarket .
Any such transaction creates a conflict of interest as a result of our management team's interests on both sides of the transaction, because we manage the JBG Legacy Funds and because members of our management and Board of Trustees own interests in the general partner or other managing entities of the funds.
Any such transaction creates a conflict of interest as a result of our management team's interests on both sides of the transaction because we manage the JBG Legacy Funds and because members of our management and Board of Trustees own interests in the general partner or other managing entities of the JBG Legacy Funds.
Any curtailment of federal government spending, whether due to a change of presidential administration or control of Congress, federal government sequestrations, furloughs or shutdowns, a slowdown of the U.S. and/or global economy, any change in federal government agencies work-from-home policies or uses of office space or other factors, could have an adverse impact on real estate values and property development in the Washington, D.C. metropolitan area, on demand and willingness to enter into long-term contracts for office space by the federal government and companies dependent upon the federal government, as well as on occupancy rates and annualized rents of multifamily and retail assets by occupants or patrons whose employment is by or related to the federal government.
Any curtailment of federal government spending, whether due to a change of presidential administration or control of Congress, federal government sequestrations, furloughs or shutdowns, a slowdown of the U.S. and/or global economy, any change in federal government agencies work-from-home policies or uses of office space, relocation of federal agencies and functions, or other factors, could have an adverse impact on real estate values and property development in the Washington, D.C. metropolitan area, on demand and willingness to enter into long-term contracts for office space by the federal government and companies dependent upon the federal government, as well as on occupancy rates and annualized rents of multifamily and retail assets by occupants or patrons whose employment is by or related to the federal government.
If we, Virginia Tech, Amazon, federal, state and local governments do not make the anticipated investments, including infrastructure investments, that would directly benefit National Landing, we could be adversely affected. Furthermore, Amazon's headquarters may not have the anticipated collateral financial effect on the National Landing submarket.
If we, Virginia Tech, Amazon, federal, state and local governments do not make all the anticipated investments, including infrastructure investments, that would directly benefit National Landing, we could be adversely affected. Furthermore, Amazon's headquarters may not have the anticipated collateral financial effect on the National Landing submarket.
In addition, unless we purchase the underlying fee interests in the land on which a particular property is located, we will lose our right to operate the property or we will continue to operate it at much lower profitability, which would significantly adversely affect our results of operations.
In addition, unless we purchase the underlying fee interests in the land on which a particular property is located, in the future, we will lose our right to operate the property or we will continue to operate it at much lower profitability, which would significantly adversely affect our results of operations.
As permitted by the MGCL, we have elected in our bylaws to opt out of the business combination and control share provisions of the MGCL. However, we cannot assure you that our Board of Trustees will not opt to be subject to such provisions of the MGCL in the future, including opting to be subject to such provisions retroactively.
As permitted by the MGCL, we have elected to opt out of the business combination and control share provisions of the MGCL. However, we cannot assure you that our Board of Trustees will not opt to be subject to such provisions of the MGCL in the future, including opting to be subject to such provisions retroactively.
Provisions of the MGCL, may have the effect of inhibiting 30 Table of Contents a third party from making a proposal to acquire us or of impeding a change of control under circumstances that otherwise could provide the holders of common shares with the opportunity to realize a premium over the then-prevailing market price of such shares, including: ● provisions that prohibit business combinations between us and an "interested shareholder," defined generally as any holder or affiliate of any holder who beneficially owns 10% or more of the voting power of our shares, for five years after the most recent date on which the shareholder becomes an interested shareholder, and thereafter impose fair price and/or supermajority shareholder voting requirements on these combinations; and ● provisions that provide that a shareholder's "control shares" acquired in a "control share acquisition," as defined in the MGCL, have no voting rights, except to the extent approved by our shareholders by the affirmative vote of at least two-thirds of all the votes entitled to be cast on the matter, excluding all interested shares.
Provisions of the MGCL may have the effect of inhibiting a third party from making a proposal to acquire us or of impeding a change of control under circumstances that otherwise could provide the holders of common shares with the opportunity to realize a premium over the then-prevailing market price of such shares, including: ● provisions that prohibit business combinations between us and an "interested shareholder," defined generally as any holder or affiliate of any holder who beneficially owns 10% or more of the voting power of our shares, for five years after the most recent date on which the shareholder becomes an interested shareholder, and thereafter impose fair price and/or supermajority shareholder voting requirements on these combinations; and ● provisions that provide that a shareholder's "control shares" acquired in a "control share acquisition," as defined in the MGCL, have no voting rights, except to the extent approved by our shareholders by the affirmative vote of at least two-thirds of all the votes entitled to be cast on the matter, excluding all interested shares.
We are also subject to risks associated with human exposure to chemical or biological contaminants such as molds, pollens, viruses and bacteria which, above certain levels, can be alleged to be connected to allergic or other health effects and symptoms in susceptible individuals. Our predecessor companies may be subject to similar liabilities for activities of those companies in the past.
We are also subject to risks associated with human exposure to chemical or biological contaminants such as molds, pollens, viruses and bacteria which, above certain levels, can be alleged to be connected to allergic or other health effects and symptoms in susceptible individuals. We may be subject to similar liabilities for activities of our predecessor companies conducted in the past.
Moreover, many of the other risk factors described herein could be more likely to impact us as a result of a pandemic or measures intended to curb its spread. Increased focus on our ESG business values may constrain our business operations, impose additional costs and expose us to new risks that could have a material adverse effect on us.
Moreover, many of the other risk factors described herein could be more likely to impact us as a result of a pandemic or measures intended to curb its spread. Increased focus on our sustainability business values may constrain our business operations, impose additional costs and expose us to new risks that could have a material adverse effect on us.
If we do not have other funds available, we could be required to borrow funds on unfavorable terms, sell assets at disadvantageous prices, distribute amounts that 32 Table of Contents would otherwise be invested in future acquisitions, capital expenditures or repayment of debt, or make taxable distributions of our shares to make distributions sufficient to enable us to pay out enough of our taxable income to satisfy the REIT distribution requirement and avoid corporate income tax and a 4% excise tax in a particular year.
If we do not have other funds available, we could be required to borrow funds on unfavorable terms, sell assets at disadvantageous prices, distribute amounts that would otherwise be invested in future acquisitions, capital expenditures or repayment of debt, or make taxable distributions of our shares to make distributions sufficient to enable us to pay out enough of our taxable income to satisfy the REIT distribution requirement and avoid corporate income tax and a 4% excise tax in a particular year.
Our Placemaking depends in significant part on a retail component, which frequently involves retail assets embedded in or adjacent to our multifamily assets and/or commercial assets, making us subject to risks that affect the retail environment generally, such as competition from discount and online retailers, weakness in the economy, fluctuations in foot traffic, pandemics, a decline in consumer spending and the financial condition of major retail tenants, any of 23 Table of Contents which could adversely affect market rents for retail space and the willingness or ability of retailers to lease space in our retail assets.
Our Placemaking depends in significant part on a retail component, which frequently involves retail assets embedded in or adjacent to our multifamily assets and/or commercial assets, making us subject to risks that affect the retail environment generally, such as competition from discount and online retailers, weakness in the economy, fluctuations in foot traffic, pandemics, a decline in consumer spending and the financial condition of major retail tenants, any of which could adversely affect market rents for retail space and the willingness or ability of retailers to lease space in our retail assets.
As a result, such employees could be incentivized to spend time and effort maximizing the 29 Table of Contents cash flow from the assets being retained by the JBG Legacy Funds or other relevant real estate ventures in which they have an ownership or other interest, including through sales of assets, which may, for example, accelerate payments of the carried interest but would reduce the asset management and other fees that would otherwise be payable to us with respect to the JBG Excluded Assets.
As a result, such employees could be incentivized to spend time and effort maximizing the cash flow from the assets being retained by the JBG Legacy Funds or other relevant real estate ventures in which they have an ownership or other interest, including through sales of assets, which may, for example, accelerate payments of the carried interest but would reduce the asset management and other fees that would otherwise be payable to us with respect to the JBG Excluded Assets.
Additionally, focus and activism related to ESG matters may constrain our business operations or increase expenses, and we may face reputational damage if our corporate responsibility initiatives do not meet the standards set by various constituencies, including those of third-party providers of corporate responsibility ratings and reports.
Additionally, focus and activism related to sustainability matters may constrain our business operations or increase expenses, and we may face reputational damage if our corporate responsibility initiatives do not meet the standards set by various constituencies, including those of third-party providers of corporate responsibility ratings and reports.
Additionally, pandemic outbreaks could lead governments and other authorities around the world, including federal, state and local authorities in the United States, to impose new or heightened measures intended to mitigate its spread, including restrictions on freedom of movement and business operations such as issuing guidelines, travel bans, border closings, business closures, quarantine orders, and orders not allowing the collection of rents, rent increases, or eviction of non-paying tenants.
Additionally, pandemic outbreaks could lead governments and other authorities around the 23 Table of Contents world, including federal, state and local authorities in the United States, to impose new or heightened measures intended to mitigate its spread, including restrictions on freedom of movement and business operations such as issuing guidelines, travel bans, border closings, business closures, quarantine orders, and orders not allowing the collection of rents, rent increases, or eviction of non-paying tenants.
While no such protection arrangements existed as of December 31, 2023, in the future we may agree to protect the contributors' ability to defer recognition of taxable gain through restrictions on our ability to dispose of, or refinance the debt on, the acquired properties for specified periods of time.
While no such protection arrangements existed as of December 31, 2024, in the future we may agree to protect the contributors' ability to defer recognition of taxable gain through restrictions on our ability to dispose of, or refinance the debt on, the acquired properties for specified periods of time.
As a REIT we are subject to significant risks related to the real estate industry, any of which could have a material adverse effect on us. These include, among other things: ● The value of real estate fluctuates depending on conditions in the general economy and the real estate business.
We are subject to significant risks related to the real estate industry, any of which could have a material adverse effect on us. These include, among other things: ● The value of real estate fluctuates depending on conditions in the general economy and the real estate business.
A low ESG score could result in a negative perception of us, exclusion of our securities from consideration by certain investors and/or cause investors to reallocate their capital away from us, each of which could have an adverse impact on the price of our securities.
A low sustainability score could result in a negative perception of us, exclusion of our securities from consideration by certain investors and/or cause investors to reallocate their capital away from us, each of which could have an adverse impact on the price of our securities.
To the extent that we do so, we will continue to be subject to risks, including, without limitation: ● construction or redevelopment costs of a project may exceed original estimates, possibly making the project less profitable than originally estimated, or unprofitable; ● inflation could increase the costs of construction and development projects, which could decrease the yield on such projects, delaying their commencement or resulting in fewer such pursuits.
To the extent that we do so, we will continue to be subject to risks, including, without limitation: ● construction or redevelopment costs of a project may exceed original estimates, possibly making the project less profitable than originally estimated, or unprofitable; ● inflation and domestic tariff policies could increase the costs of construction and development projects, which could decrease the yield on such projects, delaying their commencement or resulting in fewer such pursuits.
Certain organizations that provide corporate risk and corporate governance advisory services to investors have developed scores and ratings to evaluate companies based upon ESG metrics, and investors may consider a company's score as a factor in making an investment decision.
Certain organizations that provide corporate risk and corporate governance advisory services to investors have developed scores and ratings to evaluate companies based upon these metrics, and investors may consider a company's score as a factor in making an investment decision.
A material portion of our portfolio comprises office assets, which, due to the increase in work-from-home policies and practices, have generally experienced a decrease in demand and may experience a further decrease in demand as some tenants do not renew leases as they expire or renew space with a smaller footprint, which could have a material adverse effect on us.
A material portion of our portfolio comprises office assets, which, due to the continued prevalence of work-from-home policies and practices, have generally experienced a decrease in demand and may experience a further decrease in demand as some tenants do not renew leases as they expire or renew space with a smaller footprint, which could have a material adverse effect on us.
Our business values integrate environmental sustainability, social responsibility, D&I and strong governance practices throughout our organization—these types of ESG matters have become increasingly important to investors and other stakeholders. Some investors may use these factors to determine their investment strategies, while current and potential employees and business partners may consider these factors when considering relationships with us.
Our business values integrate environmental sustainability, social responsibility and strong governance practices throughout our organization—these types of matters have become increasingly important to investors and other stakeholders. Some investors may use these factors to determine their investment strategies, while current and potential employees and business partners may consider these factors when considering relationships with us.
There can be no assurance that our focus on our ESG business values will be well regarded by investors, particularly since the criteria by which companies are rated for their ESG efforts may change.
There can be no assurance that our focus on our sustainability business values will be well regarded by investors, particularly since the criteria by which companies are rated for their sustainability efforts may change.
The potential development density estimates for our development pipeline and/or any particular development parcel are based solely on our estimates, using data available to us, and our business plans as of December 31, 2023.
The potential development density estimates for our development pipeline and/or any particular development parcel are based solely on our estimates, using data available to us, and our business plans as of December 31, 2024.
If we had to pay federal income tax, the amount of money available to distribute to shareholders and pay our indebtedness would be reduced for the year or years involved, and we would not be required to make distributions to shareholders in that taxable year and in future years until we again were able to qualify as a REIT.
If we had to pay federal income tax, the amount of money available to distribute to shareholders and pay our indebtedness would be reduced for the year or years involved, and we would not be required to make distributions to shareholders in 31 Table of Contents that taxable year and in future years until we again were able to qualify as a REIT.
Disputes between us and partners or co-venturers may result in litigation or arbitration that would increase our expenses and prevent our officers and/or trustees from focusing their time and effort on our business. In addition, we may in certain circumstances be liable for the actions of our third-party partners or co-venturers.
Disputes between us and partners or co-venturers may result in litigation or arbitration that would increase our expenses and prevent our officers and/or trustees from focusing their time and effort on 21 Table of Contents our business. In addition, we may in certain circumstances be liable for the actions of our third-party partners or co-venturers.
We may find it necessary to make rent or other concessions and/or significant capital expenditures to improve our assets to retain and attract tenants. ● We may be unable to maintain or increase our occupancy and revenue at certain multifamily, commercial and other assets due to an increase in supply, more favorable terms offered by competitors, and/or deterioration in our markets. ● Increased affordability of residential homes and other competition for tenants of our multifamily properties could affect our ability to retain current residents of our multifamily properties, attract new ones or increase or maintain rents, which could adversely affect our results of operations and our financial condition. ● We may from time to time be subject to litigation, which may significantly divert the attention of our officers and/or trustees and result in defense costs, settlements, fines or judgments against us, some of which are not, or cannot be, covered by insurance, any of which could have a material adverse effect on us.
We may find it necessary to make rent or other concessions and/or significant capital expenditures to improve our assets to retain and attract tenants. ● We may be unable to maintain or increase our occupancy and revenue at certain multifamily, commercial and other assets due to an increase in supply, more favorable terms offered by competitors, and/or deterioration in our markets. ● Increased affordability of residential homes and other competition for tenants of our multifamily properties could affect our ability to retain current residents of our multifamily properties, attract new ones or increase or maintain rents, which could adversely affect our results of operations and our financial condition. ● We may from time to time be subject to litigation, which may significantly divert the attention of our officers and/or trustees and result in defense costs, settlements, fines or judgments against us, some of which are not, or cannot be, covered by insurance, any of which could have a material adverse effect on us. 25 Table of Contents ● We own leasehold interests in certain land on which some of our assets are located.
Additionally, we may be unable to identify, negotiate, finance or consummate acquisitions of properties, or acquire properties on favorable terms, or at all. ● The composition of our portfolio by asset type is likely to continue to change over time, which could expose us to different asset class risks than if our portfolio composition remained static, and we may be adversely affected by trends in the asset classes we currently own. ● We may not be able to control the operating expenses associated with our properties, which include real estate taxes, insurance, loan payments, maintenance, and costs of compliance with governmental regulation, or our operating expenses may remain constant or increase, even if our revenue does not increase, which could have a material adverse effect on us. ● Macroeconomic trends, including increases in inflation and interest rates, could have a material adverse effect on us, as well as our tenants, which may adversely impact our business, financial condition and results of operations. ● We may be unable to renew leases, lease vacant space or re-let space as leases expire, or do so on favorable terms, which could have a material adverse effect on us.
Additionally, we may be unable to identify, negotiate, finance or consummate acquisitions of properties, or acquire properties on favorable terms, or at all. ● The composition of our portfolio by asset type is likely to continue to change over time, which could expose us to different asset class risks than if our portfolio composition remained static or cause certain risks within an asset class to become more or less important as our composition changes, and we may be adversely affected by trends in the asset classes we currently own. ● We may not be able to control the operating expenses associated with our properties, which include real estate taxes, insurance, loan payments, maintenance, and costs of compliance with governmental regulation, or our operating expenses may remain constant or increase, even if our revenue does not increase, which could have a material adverse effect on us. ● Macroeconomic trends, including increases in inflation and interest rates, could have a material adverse effect on us, as well as our tenants, which may adversely impact our business, financial condition and results of operations. ● We may be unable to renew leases, lease vacant space or re-let space as leases expire, or do so on favorable terms, which could have a material adverse effect on us.
Pandemics, including COVID-19, as well as both future widespread and localized outbreaks of infectious diseases and other health concerns, and the measures taken to prevent the spread or lessen the impact, could cause a material disruption to multifamily and office industry or the economy as a whole.
Pandemics as well as both future widespread and localized outbreaks of infectious diseases and other health concerns, and the measures taken to prevent the spread or lessen the impact, could cause a material disruption to multifamily and office industry or the economy as a whole.
If we default under the terms 26 Table of Contents of any of these ground leases, we may be liable for damages and could lose our leasehold interest in the property or our option to purchase the underlying fee interest in such asset.
If we default under the terms of any of these ground leases, we may be liable for damages and could lose our leasehold interest in the property or our option to purchase the underlying fee interest in such asset.
The maintenance and removal of lead paint and certain electrical equipment containing polychlorinated biphenyls (PCBs) are also regulated by federal and state laws.
In addition, the maintenance and removal of lead paint and certain electrical equipment containing polychlorinated biphenyls (PCBs) are also regulated by federal and state laws.
The owner or operator may also be held liable to a governmental entity or to third parties for property damage or personal injuries and for investigation and clean-up costs incurred by those parties because of the contamination.
The owner or operator may also be held liable to a governmental entity or to third parties for property damage, natural resources damages, or personal injuries and for investigation and clean-up costs incurred by those parties because of the contamination.
As of December 31, 2023, we had $2.6 billion aggregate principal amount of consolidated debt outstanding, and our unconsolidated real estate ventures had $235.0 million aggregate principal amount of debt outstanding ($68.0 million at our share), resulting in a total of $2.6 billion aggregate principal amount of debt outstanding at our share.
As of December 31, 2024, we had $2.6 billion aggregate principal amount of consolidated debt outstanding, and our unconsolidated real estate ventures had $235.0 million aggregate principal amount of debt outstanding ($68.0 million at our share), resulting in a total of $2.7 billion aggregate principal amount of debt outstanding at our share.
Our management's time and efforts may be diverted from the management of our assets to management of the JBG Legacy Funds, which could adversely affect the execution of our business plan and our results of operations and cash flow.
Our management's 28 Table of Contents time and efforts may be diverted from the management of our assets to management of the JBG Legacy Funds, which could adversely affect the execution of our business plan and our results of operations and cash flow.
As of December 31, 2023, 7.2% of our assets measured by total square feet at our share was held through real estate ventures, and we expect to co-invest in the future with other third parties through partnerships, real estate ventures or other entities, acquiring noncontrolling interests in or sharing responsibility for managing the affairs of a property, partnership, real estate venture or other entity.
As of December 31, 2024, 6.3% of our assets measured by total square feet at our share was held through real estate ventures, and we expect to co-invest in the future with other third parties through partnerships, real estate ventures or other entities, acquiring noncontrolling interests in or sharing responsibility for managing the affairs of a property, partnership, real estate venture or other entity.
Thus, JBG SMITH LP's ability to make distributions to holders of its units, including us, depends on its subsidiaries' ability first to satisfy their obligations to their creditors, and then to 31 Table of Contents make distributions to holders of its units.
Thus, JBG SMITH LP's ability to make distributions to holders of its units, including us, depends on its subsidiaries' ability first to satisfy their obligations to their creditors, and then to make distributions to holders of its units.
Risks Related to Our Business and Operations A material portion of our portfolio comprises office assets, which have generally experienced a decrease in demand and may experience a further decrease in demand that could have a material adverse effect on us.
Risks Related to Our Business and Operations A material portion of our portfolio comprises office assets, which have generally experienced lower demand since early 2020 and may experience a further decrease in demand that could have a material adverse effect on us.
The creditors of these subsidiaries are entitled to amounts payable to them by the subsidiaries before the subsidiaries may pay any dividends or other distributions to us. Substantially all of our assets are held through JBG SMITH LP, which holds substantially all of its assets through wholly owned subsidiaries.
We depend on dividends and distributions from these subsidiaries. The creditors of these subsidiaries are entitled to amounts payable to them by the subsidiaries before the subsidiaries may pay any dividends or other distributions to us. Substantially all of our assets are held through JBG SMITH LP, which holds substantially all of its assets through wholly owned subsidiaries.
Additionally, if the Virginia Tech Innovation Campus reduces its contemplated size, further delays its opening, or does not have the anticipated collateral financial effect, or if any of our other key demand drivers in National Landing fail to materialize, it could have a material adverse effect on us.
Additionally, if the Virginia Tech Innovation Campus reduces its contemplated size or does 19 Table of Contents not have the anticipated collateral financial effect, or if any of our other key demand drivers in National Landing fail to materialize, it could have a material adverse effect on us.
The Maryland REIT law permits a REIT to indemnify and advance expenses to its trustees, officers, employees and agents to the same extent as permitted by the MGCL for directors and officers of a Maryland corporation.
The Maryland REIT law permits a real estate investment trust to indemnify and advance expenses to its trustees, officers, employees and agents to the same extent as permitted by the MGCL for directors and officers of a Maryland corporation.
These risks include, among other things, the risk that an economic downturn or a deterioration in the capital markets may materially affect the value of our equity securities; the absence of any guarantee or certainty regarding the timing, amount, or payment of future dividends on our common shares; the risk of dilution of ownership in our company due to certain actions taken by us; the risk that future offerings of debt or preferred equity securities, which would be senior to our common shares upon liquidation, and in the case of preferred equity securities may be senior to our common shares for purposes of dividend distributions or upon liquidation, may adversely affect the per share trading price of our common shares; and the risk that the announcement of a material acquisition may result in a rapid and significant decline in the price of our common shares.
These risks include, among other things, the risk that an economic downturn or a deterioration in the capital markets may materially affect the value of our equity securities; the absence of any guarantee or certainty regarding the timing, amount, or payment of future dividends on our common shares; the risk of dilution of ownership in our company due to certain actions taken by us; the risk that future offerings of debt or preferred equity securities, which would be senior to our common shares upon liquidation, and in the case of preferred equity securities may be senior to our common shares for purposes of dividend distributions or upon liquidation, may adversely affect the per share trading price of our common shares; the risk that our repurchase program may result in our shares being less liquid than they have been in the past; and the risk that the announcement of a material change may result in a rapid and significant decline in the price of our common shares.
We have significant exposure to Amazon, both as a result of their status as a tenant and as a result of fees we expect to continue to receive from them as developer, property manager, and retail leasing agent for the company’s new headquarters at National Landing.
We have significant exposure to Amazon as a tenant and as a result of fees we expect to receive from them as developer, property manager, and retail leasing agent for the company’s headquarters at National Landing.
As of December 31, 2023, the 20 largest office and retail tenants in our Operating Portfolio represented 61.7% of our share of total annualized office and retail rent.
As of December 31, 2024, the 20 largest office and retail tenants in our Operating Portfolio represented 58.7% of our share of total annualized office and retail rent.
Any such event could have a material adverse effect on us. We derive a significant portion of our revenue from five of our assets. As of December 31, 2023, five of our assets in the aggregate generated 26.1% of our share of annualized rent.
Any such event could have a material adverse effect on us. We derive a significant portion of our revenue from five of our assets. As of December 31, 2024, five of our assets in the aggregate generated 29.4% of our share of annualized rent.
The occurrence of events that have a negative impact on the demand for federal government office space, such as a decrease in federal government payrolls or a change in policy that prevents governmental tenants from renting our office space, would have a much larger adverse effect on our revenue than a corresponding occurrence affecting other categories of tenants.
The occurrence of events that have a negative impact on the demand for federal government office space, such as a decrease in federal government payrolls or a change in policy that prevents governmental tenants from renting our office space or relocation of federal agencies and functions away from the Washington, D.C. region, would have a much larger adverse effect on our revenue than a corresponding occurrence affecting other categories of tenants.
As a result, if a sufficient number of limited partners oppose such an extraordinary transaction, the limited partnership agreement may prohibit us from consummating it, even if it is in the best interests of, and has been approved by, our shareholders. Substantially all our assets are owned by subsidiaries. We depend on dividends and distributions from these subsidiaries.
As a result, if a sufficient number of limited partners oppose such an extraordinary transaction, the limited partnership agreement may prohibit us from consummating it, even if it is in the best interests of, and has been approved by, our shareholders. 30 Table of Contents Substantially all our assets are owned by subsidiaries.
We are particularly susceptible to adverse economic or other conditions in the Washington D.C. metropolitan market (such as periods of economic slowdown or recession, business layoffs or downsizing, industry slowdowns, actual or anticipated federal government shutdowns, uncertainties related to federal elections, relocations of businesses, increases in real estate and other taxes, actual or perceived increases in retail theft and other crime, imposed curfews or states of security, and the cost of complying with governmental regulations or increased regulation), as well as to natural disasters (including earthquakes, floods, storms and hurricanes), utility outages (including electricity and drinking water), potentially adverse effects of climate change and other disruptions that occur in this market (such as terrorist activity or threats of terrorist activity and other events), any of which may have a greater impact on the value of our assets or on our operating results than if we owned a more geographically diverse portfolio. 20 Table of Contents Additionally, acts of violence, including terrorist attacks in the Washington, D.C. metropolitan area could directly or indirectly damage our assets, both physically and financially, or cause losses that materially exceed our insurance coverage.
We are particularly susceptible to adverse economic or other conditions in the Washington D.C. metropolitan market (such as periods of economic slowdown or recession, business layoffs or downsizing, industry slowdowns, actual or anticipated federal government shutdowns, uncertainties related to federal elections, relocations of businesses or federal agencies and functions, increases in real estate and other taxes, actual or perceived increases in retail theft and other crime, imposed curfews or states of security, and the cost of complying with governmental regulations or increased regulation), as well as to natural disasters (including earthquakes, floods, storms and hurricanes), utility outages (including electricity and drinking water), potentially adverse effects of climate change and other disruptions that occur in this market (such as terrorist activity or threats of terrorist activity and other events), any of which may have a greater impact on the value of our assets or on our operating results than if we owned a more geographically diverse portfolio.
As of December 31, 2023, $670.6 million of our outstanding consolidated debt was subject to instruments that bear interest at variable rates, and we may continue to incur indebtedness that bears interest at variable interest rates.
As of December 31, 2024, $672.3 million of our outstanding consolidated debt was subject to instruments that bear interest at variable rates, and we may continue to incur indebtedness that bears interest at variable interest rates.
Any of the foregoing could affect our ability to obtain additional funds as needed, or on favorable terms, which could, among other things, adversely affect our ability to meet operational needs or to finance our future acquisition and development activities. We may not be able to obtain capital to make investments.
Any of the foregoing could affect our ability to obtain additional funds as needed, or on favorable terms, which could, among other things, adversely affect our ability to meet operational needs or to finance our future acquisition and development activities.
These laws often impose liability without regard to whether the owner or operator knew of the release of the substances or caused such release.
These laws often impose liability without regard to whether the owner or operator knew of the release of the substances or caused such release, and the liability may be joint and several.
In addition, we would also be disqualified from treatment as a REIT for the four taxable years following the year during which qualification was lost, unless we were entitled to relief under the relevant statutory provisions.
In addition, we would also be disqualified from treatment as a REIT for the four taxable years following the year during which qualification was lost, unless we were entitled to relief under the relevant statutory provisions. Our REIT status is also dependent upon the REIT qualification of any REIT subsidiary in which we invest.
As we continue to integrate environmental sustainability, social responsibility, D&I and strong governance practices throughout our organization, we could also be criticized by ESG detractors for the scope or nature of our ESG initiatives 25 Table of Contents or goals.
As we continue to integrate environmental sustainability, social responsibility and strong governance practices throughout our organization, we could also be criticized for the scope or nature of our initiatives or goals.
The loss of services of one or more members of our senior management team, or our inability to attract and retain similarly qualified personnel, could adversely affect our business, diminish our investment opportunities and weaken our relationships with lenders, business partners, existing and prospective tenants and industry participants, which could have a material adverse effect on us.
The loss of services of one or more members of our senior management team, or our inability to attract and retain similarly qualified personnel, could adversely affect our business, diminish our investment opportunities and weaken our relationships with lenders, business partners, existing and prospective tenants and industry participants, which could have a material adverse effect on us. 22 Table of Contents The actual density of our development pipeline and/or any development parcel may not be consistent with our estimated potential development density.
For the year ended December 31, 2023, 23.0% of the rental revenue from our commercial segment was generated by rentals to federal government tenants, and federal government tenants historically have been a significant source of new leasing for us.
For the year ended December 31, 2024, 11.9% of our total revenue was generated by commercial rentals to federal government tenants, and federal government tenants historically have been a significant source of new leasing for us.
Under some environmental laws, a current or previous owner or operator of real estate may be required to investigate and clean up hazardous or toxic substances released at a property.
Under some environmental laws, a current or previous owner or operator of real estate may be required to investigate, clean up, or remediate hazardous or toxic substances and petroleum products released at or from that property, or to pay for the costs of the same.
This ownership limit and the other restrictions on ownership and transfer of our shares contained in our declaration of trust may: (i) discourage a tender offer or other transactions or a change in management or of control that might involve a premium price for our common shares or that our shareholders might otherwise believe to be in their best interest; or (ii) result in the transfer of shares acquired in excess of the restrictions to a trust for the benefit of a charitable beneficiary and, as a result, the forfeiture by the acquirer of the benefits of owning the additional shares.
This ownership limit and the other restrictions on ownership and transfer of our shares contained in our declaration of trust may: (i) discourage a tender offer or other transactions or a change in management or of control that might involve a premium price for our common shares or that our shareholders might otherwise believe to be in their best interest; or (ii) result in the transfer of shares acquired in excess of the restrictions to a trust for the benefit of a charitable beneficiary and, as a result, the forfeiture by the acquirer of the benefits of owning the additional shares. 29 Table of Contents Additionally, our declaration of trust authorizes the Board of Trustees, without shareholder approval, to establish a class or series of common or preferred shares whose terms could delay, deter or prevent a change in control or other transaction that might involve a premium price or otherwise be in the best interest of our shareholders.
We may enter into hedging transactions to protect ourselves from the effects of interest rate fluctuations on floating rate debt. As of December 31, 2023, our hedging transactions included interest rate cap agreements, which covered $466.1 million of our outstanding consolidated debt, a significant portion of which is with one counterparty, which also exposes us to counterparty risk.
We may enter into hedging transactions to protect ourselves from the effects of interest rate fluctuations on floating rate debt. As of December 31, 2024, our hedging transactions included interest rate cap agreements, which covered $442.0 million of our outstanding consolidated debt, primarily with two counterparties, which also exposes us to counterparty risk.
As of December 31, 2023, leases representing 25.7% of our share of the office and retail square footage in our Operating Portfolio were scheduled to expire in 2024 or have month-to-month terms, 6.8% were scheduled to expire in 2025, and 14.4% of our share of the square footage of the assets in our commercial portfolio was unoccupied and not generating rent.
As of December 31, 2024, leases representing 13.5% of our share of the office and retail square footage in our Operating Portfolio were scheduled to expire in 2025 or have month-to-month terms, 4.4% were scheduled to expire in 2026, and 22.1% of our share of the office and retail square footage in our Operating Portfolio was unoccupied and not generating rent.
We are primarily dependent on external capital to fund the expected growth of our business. Our access to debt or equity capital depends on the willingness of third parties to lend or make equity investments and on conditions in the capital markets generally. There can be no assurance that new capital will be available or available on acceptable terms.
Our access to debt or equity capital depends on the willingness of third parties to lend or make equity investments and on conditions in the capital markets generally. There can be no assurance that new capital will be available or available on acceptable terms. Our future plans, including share repurchases and development, are capital intensive.
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 Annual Report on Form 10-K.
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 Annual Report on Form 10-K. In particular, information included under "Business," "Risk Factors," and "Management's Discussion and Analysis of Financial Condition and Results of Operations" contains forward-looking statements.
Demand for office space in the Washington, D.C. metropolitan area and nationwide, including in our portfolio, has declined and may continue to decline due to increased usage of teleworking arrangements and more flexible work-from-anywhere policies leading to reconsiderations regarding amount of square footage needed (e.g. certain tenants have reduced their leased square footage or advised us of their intention to do so), and cost cutting resulting from the pandemic, which could lead to continued lower office occupancy (as of December 31, 2023, 25.7% of our commercial and retail leases at our share, based on square footage, were scheduled to expire in 2024 or had month-to-month terms, and 6.8% were scheduled to expire in 2025), and new leasing has been slow to recover and will likely continue to lag due to delayed return-to-office plans and decision-making related to future office utilization.
Demand for office space in the Washington, D.C. metropolitan area and nationwide, including in our portfolio, has remained relatively low and may continue to decline due to increased usage of teleworking arrangements and more flexible work-from-anywhere policies leading to reconsiderations regarding amount of square footage needed (e.g. certain tenants have reduced their leased square footage or advised us of their intention to do so), and cost cutting, which could lead to continued lower office occupancy (as of December 31, 2024, 13.5% of our commercial and retail leases at our share, based on square footage, were scheduled to expire in 2025 or had month-to-month terms, and 4.4% were scheduled to expire in 2026), and new leasing has been slow to recover and may continue to lag due to delayed return-to-office plans and decision-making related to future office utilization. 18 Table of Contents Our portfolio of assets is geographically concentrated in Washington, D.C. metropolitan area submarkets, and particularly concentrated in National Landing, which makes us susceptible to adverse economic and other conditions such that an economic downturn affecting this area could have a material adverse effect on us.
For the year ended December 31, 2023, GSA was our largest single tenant, with 37 leases comprising 22.7% 21 Table of Contents of total annualized rent at our share.
For the year ended December 31, 2024, GSA was our largest single tenant, with 31 leases comprising 25.2% of total annualized rent at our share.
Other laws and regulations govern indoor and outdoor air quality including those that can require the abatement or removal of asbestos-containing materials in the event of damage, demolition, renovation or remodeling, and also govern emissions of and exposure to asbestos fibers in the air.
Other laws and regulations require proper management and maintenance of any known or presumed asbestos-containing materials, can require their abatement or removal in the event of damage, demolition, renovation or remodeling, and also govern emissions of and exposure to asbestos fibers in the air.
We could also encounter negative reactions from governmental actors (such as anti-ESG legislation or retaliatory legislative treatment), tenants and residents, that that could have a material adverse effect on us. We face risks related to the real estate industry.
We could also encounter reactions from governmental actors (such as anti-environmental, social and governance legislation or retaliatory legislative treatment), tenants and residents, that could have a material adverse effect on us. We face risks related to multifamily rental antitrust, regulatory scrutiny and related litigation.
Although we have implemented processes, procedures and controls to help mitigate the risks associated with a cyber incident, there can be no assurance that these measures will be sufficient for all possible situations.
Although we have implemented processes, procedures and controls to help mitigate the risks associated with a cyber incident, there can be no assurance that these measures will be sufficient for all possible situations. Even security measures that are appropriate, reasonable and/or in accordance with applicable legal requirements may not be sufficient to protect the information we maintain.
Accordingly, we may be unable to anticipate these techniques or to implement adequate security barriers or other preventative measures, making it impossible for us to entirely mitigate this risk. If any of the foregoing risks materialize, it could have a material adverse effect on us.
Accordingly, we may be unable to anticipate these techniques or to implement adequate security barriers or other preventative measures, making it impossible for us to entirely mitigate this risk.
We may incur significant costs to comply with environmental laws, and environmental contamination may impair our ability to lease and/or sell real estate. Our operations and assets are subject to various federal, state and local laws and regulations concerning the protection of the environment including air and water quality, hazardous or toxic substances and health and safety.
Our operations and assets, and the operations of our tenants, are subject to various federal, state and local laws and regulations concerning the protection of the environment including air and water quality, hazardous or toxic substances and health and safety.
To the extent we send contaminated materials to other locations for treatment or disposal, we may be liable for cleanup of those sites if they become contaminated.
To the extent we arrange for contaminated materials to be sent to other locations for treatment or disposal, we may be liable for cleanup of those sites if they become contaminated, without regard to whether we complied with environmental laws in doing so.
These risks could result in substantial unanticipated delays or expenses and, under certain circumstances, could prevent the initiation or the completion of development or redevelopment activities, any of which could have a material adverse effect on us. 22 Table of Contents Partnership or real estate venture investments could be adversely affected by our lack of sole decision-making authority, our reliance on partners' or co-venturers' financial condition and disputes between us and our partners or co-venturers, which could have a material adverse effect on us.
Partnership or real estate venture investments could be adversely affected by our lack of sole decision-making authority, our reliance on partners' or co-venturers' financial condition and disputes between us and our partners or co-venturers, which could have a material adverse effect on us.
Pandemics and other health concerns, including COVID-19, could have a negative effect on our business, results of operations, cash flows and financial condition.
If any of the foregoing risks materialize, it could have a material adverse effect on us. ​ Pandemics and other health concerns could have a negative effect on our business, results of operations, cash flows and financial condition.
In addition, we may become subject to costs or taxes, or increases therein, associated with natural resource or energy usage (such as a "carbon tax").
In addition, we may become subject to costs or taxes, or increases therein, associated with natural resource or energy usage (such as a "carbon tax"). These costs or taxes could increase our operating costs and decrease the cash available to pay our obligations or distribute to equity holders.
As of December 31, 2023, we have leases with Amazon across five office buildings in National Landing totaling approximately 927,000 square feet with annualized rent totaling $41.6 million, of which 191,000 square feet are month-to-month and 378,000 square feet expire in 2024.
As of December 31, 2024, we have leases with Amazon in two office buildings in National Landing totaling approximately 357,000 square feet with annualized rent totaling $16.6 million.
To date, these environmental assessments have not revealed any environmental condition material to our business. However, identification of new compliance concerns or undiscovered areas of contamination, changes in the extent or known scope of contamination, human exposure to contamination or changes in cleanup or compliance requirements could result in significant costs to us.
However, we cannot give assurance that these environmental assessments have revealed all potential environmental liabilities, and identification of new compliance concerns or undiscovered areas of contamination, changes in the extent or known scope of contamination, 26 Table of Contents human exposure to contamination or changes in cleanup or compliance requirements could result in significant costs to us or operating restrictions on our properties.
The actual density of our development pipeline and/or any development parcel may not be consistent with our estimated potential development density. As of December 31, 2023, we estimate that our 17 assets in the development pipeline will total 10.8 million square feet (8.8 million square feet at our share) of estimated potential development density.
As of December 31, 2024, we estimate that our 19 assets in our development pipeline will total 11.0 million square feet (8.9 million square feet at our share) of estimated potential development density.
Compliance with these regulations is costly and any increase in regulation could increase our costs, which could have a material adverse effect on us. We are exposed to risks associated with real estate development and redevelopment, such as unanticipated expenses, delays and other contingencies, any of which could have a material adverse effect on us.
As of December 31, 2024, all of our multifamily assets located within the Washington, D.C. metro region were subject to such regulations. 20 Table of Contents We are exposed to risks associated with real estate development and redevelopment, such as unanticipated expenses, delays and other contingencies, any of which could have a material adverse effect on us.
For information about our available sources of funds, see "Management's Discussion and Analysis of Financial Condition and Results of Operations-Liquidity and Capital Resources" and the notes to the consolidated financial statements included herein. 28 Table of Contents We are subject to interest rate risk, which could increase our interest expense, increase the cost to refinance and increase the cost of issuing new debt.
For information about our available sources of funds, see "Management's Discussion and Analysis of Financial Condition and Results of Operations-Liquidity and Capital Resources" and the notes to the consolidated financial statements included herein. 27 Table of Contents The liquidity of our common shares may decline as a result of our continued repurchase of our common shares.
Our future development plans are capital intensive. To complete these plans, we anticipate funding construction and development through asset sales, real estate ventures with third parties, recapitalizations of assets, and public or private securities offerings, or a combination thereof. Similarly, these plans require a significant amount of debt financing which subjects us to additional risks, such as rising interest rates.
We anticipate funding these plans through asset sales, real estate ventures with third parties, recapitalizations of assets, and public or private securities offerings, or a combination thereof.
In addition, a 100% excise tax will be imposed on certain transactions between us and our TRSs that are not conducted on an arm's length basis.
In addition, a 100% excise tax will be imposed on certain transactions between us and our TRSs that are not conducted on an arm's length basis. Changes in tax laws could negatively impact us. U.S. federal income tax laws governing REITs and the administrative interpretations of those laws may be amended at any time, potentially with retroactive effect.
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS Certain statements contained herein constitute forward-looking statements within the meaning of the federal securities laws. 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.
Prospective investors are urged to consult their tax advisors regarding the effect of potential changes to the U.S. federal tax laws on an investment in our shares. CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS Certain statements contained herein constitute forward-looking statements within the meaning of the federal securities laws. Forward-looking statements are not guarantees of future performance.
Properties that are occupied by federal government tenants may be more likely to be the target of a future attack. Moreover, the same risks that apply to the Washington, D.C. metropolitan area as a whole also apply to the individual submarkets where our assets are located.
Additionally, acts of violence, including terrorist attacks in the Washington, D.C. metropolitan area could directly or indirectly damage our assets, both physically and financially, or cause losses that materially exceed our insurance coverage. Properties that are occupied by federal government tenants may be more likely to be the target of a future attack.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeAs part of our annual enterprise risk assessment, technology and cyber risks are standing risk factors which are ranked and reviewed by management. 36 Table of Contents In the event of a cyberattack, we engage our CIRP, which provides a framework of processes and procedures related to identifying, categorizing, responding, containing, analyzing, and eradicating cybersecurity threats to mitigate downtime and promptly restore systems and services.
Biggest changeIn the event of a cyberattack, we engage our CIRP, which provides a framework of processes and procedures related to identifying, categorizing, responding, containing, analyzing, and eradicating cybersecurity threats to mitigate downtime and promptly restore systems and services. Management has responsibility for reporting cybersecurity incidents to the Audit Committee as they occur, if consistent with our CIRP.
ITEM 1C. CYBERSECURITY Strategy and Risk Management To mitigate cybersecurity risks we have adopted a process of continuous improvement and adaptation to the ever-changing threat landscape. As part of this process, we engage with industry-leading managed security service provider(s) to supplement our efforts in preventing, identifying and responding to cybersecurity threats.
ITEM 1C. CYBERSECURITY Strategy and Risk Management To mitigate cybersecurity risks we have adopted a process of continuous improvement and adaptation to the ever-changing threat landscape. As part of this process, we engage with industry-leading managed security service providers to supplement our efforts in preventing, identifying and responding to cybersecurity threats.
Based on the nature of services provided by our technology partners, our third-party risk management process may include: 35 Table of Contents ● Reviewing cybersecurity practices of such provider. ● Contractually obligating the provider to share detailed results of cybersecurity assessments on an annual basis. ● Contractually obligating the provider to make us aware of significant cybersecurity related incidents. ● Coordinating independent security assessments with the provider utilizing our own resources.
Based on the nature of services provided by our technology partners, our third-party risk management process may include: ● Reviewing cybersecurity practices of such provider; ● Contractually obligating the provider to share detailed results of cybersecurity assessments on an annual basis; ● Contractually obligating the provider to make us aware of significant cybersecurity related incidents; and ● Coordinating independent security assessments with the provider utilizing our own resources.
We seek to mitigate cybersecurity risks we identify through a variety of methods, including: ● When practical and necessary, we patch vulnerabilities that are identified. ● We deploy endpoint detection and monitoring technologies to identify potential cybersecurity incidents. ● We back up our systems and data to mitigate the impact of a cybersecurity event that would impact our ability to operate or result in the loss of data. ● We partner with strategic managed cybersecurity service providers to supplement the capabilities of our internal team. ● We update and refine our CIRP in response to identified risks. ● To manage the third-party cybersecurity risk introduced by our cloud-first strategy, we have implemented a due diligence process for new software partners as well as an annual review process for essential SaaS system partners. ● We conduct cybersecurity awareness training annually and simulated phishing campaigns no less than quarterly to test and educate our employees.
We seek to mitigate cybersecurity risks we identify through a variety of methods, including: ● When practical and necessary, we patch vulnerabilities that are identified. 34 Table of Contents ● We deploy endpoint detection and monitoring technologies to identify potential cybersecurity incidents, which have capabilities to automatically isolate and terminate vulnerabilities. ● We utilize industry leading tools and controls for user management, authentication, and privileged access management. ● We back up our systems and data to mitigate the impact of a cybersecurity event that would impact our ability to operate or result in the loss of data. ● We partner with strategic managed cybersecurity service providers to supplement the capabilities of our internal team. ● We periodically test, evaluate and refine our CIRP in response to identified risks. ● To manage the third-party cybersecurity risk introduced by our cloud-first strategy, we have implemented a due diligence process for new software partners as well as an annual review process for essential SaaS system partners. ● We conduct cybersecurity awareness training annually and simulated phishing campaigns no less than quarterly to test and educate our employees.
Management has responsibility for reporting cybersecurity incidents to the Audit Committee as they occur, if consistent with our CIRP. The CIRP also addresses management's responsibility, with Audit Committee oversight, with respect to any reporting or disclosure determinations related to a given cybersecurity incident and provides for Audit Committee and Board of Trustee briefings as appropriate.
The CIRP also addresses management's responsibility, with Audit Committee oversight, with respect to any reporting or disclosure determinations related to a given cybersecurity incident and provides for Audit Committee and Board of Trustee briefings as appropriate.
Risk Factors - Risks Related to Our Business and Operations – The occurrence of cyber incidents, or a deficiency in our cybersecurity, or the cybersecurity of our service providers, could negatively impact our business by causing a disruption to our operations, a compromise or corruption of our confidential information, regulatory enforcement and other legal proceedings, and/or damage to our business relationships, all of which could negatively impact our financial results – for a discussion of cybersecurity risks .
See Item 1A “Risk Factors” - Risks Related to Our Business and Operations - The occurrence of cyber incidents, or a deficiency in our cybersecurity, or the cybersecurity of our service providers, could negatively impact our business by causing a disruption to our operations, a compromise or corruption of our confidential information, regulatory enforcement and other legal proceedings, and/or damage to our business relationships, all of which could negatively impact our financial results. 35 Table of Contents
To date, we have not experienced any material cybersecurity incidents. Governance Our Chief Information & Technology Officer along with our Vice President of Cybersecurity & Cloud Infrastructure provide principal oversight and guidance of our cybersecurity risk management strategy, programs and processes.
Notwithstanding the steps we take to address cybersecurity, we may not be successful in preventing or mitigating all cybersecurity incidents or threats. Governance Our Chief Information & Technology Officer along with our Vice President of Cybersecurity & Cloud Infrastructure provide principal oversight and guidance of our cybersecurity risk management strategy, programs and processes.
Management meets with the Audit Committee periodically to discuss cybersecurity strategy, risk, trends, and internal personnel and qualifications.
Management meets with the Audit Committee periodically to discuss cybersecurity strategy, risk, trends, and internal personnel and qualifications. As part of our annual enterprise risk assessment, technology and cyber risks are standing risk factors which are ranked and reviewed by management.
Removed
Notwithstanding the steps we take to address cybersecurity, we may not be successful in preventing or mitigating all cybersecurity incidents or threats. See Item 1A.
Added
Risks, Threats and Material Incidents As of December 31, 2024, cybersecurity threats, including as a result of any previous cybersecurity incidents, have not materially affected us, including our business strategy, results of operations or financial condition. However, we and our third-party providers have been the target of cybersecurity threats and expect them to continue.
Added
Notwithstanding the extensive approach we take to address cybersecurity, there can be no assurance that our cybersecurity efforts and measures will be effective or that attempted cybersecurity incidents or disruptions would not be successful or damaging.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeClark Street - Residential (3) 100.0 % C Y 216 96,948 88.6% ​ 85.9% ​ - ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ D.C. ​ ​ ​ West Half ​ 100.0 % C Y 465 385,368 94.4% ​ 93.1% ​ 83.1% ​ Fort Totten Square 100.0 % C Y 345 384,956 97.3% ​ 91.6% ​ 100.0% ​ The Wren ​ 100.0 % C ​ Y ​ 433 ​ 332,682 ​ 96.8% ​ 94.2% ​ 100.0% ​ The Batley ​ 100.0 % C ​ Y ​ 432 ​ 300,388 ​ 96.1% ​ 94.4% ​ - ​ WestEnd25 100.0 % C Y 283 273,264 94.3% ​ 93.6% ​ - ​ F1RST Residences ​ 100.0 % C ​ Y ​ 325 ​ 270,928 ​ 95.1% ​ 94.2% ​ 100.0% ​ Atlantic Plumbing 100.0 % C Y 310 245,143 94.0% ​ 93.9% ​ 89.2% ​ 1221 Van Street 100.0 % C Y 291 225,592 96.0% ​ 93.1% ​ 100.0% ​ 901 W Street ​ 100.0 % C ​ Y ​ 161 ​ 154,379 ​ 94.5% ​ 95.7% ​ 63.9% ​ 900 W Street (3) ​ 100.0 % C ​ Y ​ 95 ​ 71,050 ​ 61.1% ​ 47.4% ​ - ​ North End Retail (4) 100.0 % C Y — 27,355 96.0% ​ - ​ 96.0% ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ MD ​ ​ ​ 8001 Woodmont 100.0 % C N 322 363,979 96.2% ​ 94.1% ​ 95.1% ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating - Total / Weighted Average (3) ​ ​ ​ ​ ​ ​ 6,318 5,350,431 96.0% ​ 94.7% ​ 95.3% ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Under-Construction ​ ​ ​ National Landing ​ ​ ​ ​ ​ 1900 Crystal Drive (5) — ​ C ​ ​ 808 633,985 ​ ​ ​ ​ ​ ​ ​ 2000/2001 South Bell Street (5) ​ — ​ C ​ ​ ​ 775 ​ 580,966 ​ ​ ​ ​ ​ ​ ​ Under-Construction - Total ​ ​ ​ ​ ​ ​ 1,583 1,214,951 ​ ​ ​ ​ ​ ​ ​ Total ​ ​ ​ ​ ​ 7,901 6,565,382 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Totals at JBG SMITH Share (3) ​ ​ ​ National Landing ​ ​ ​ ​ ​ ​ 2,856 2,315,347 96.6% ​ 96.0% ​ 100.0% ​ D.C. ​ ​ ​ ​ ​ ​ ​ 3,140 ​ 2,671,105 ​ 95.5% ​ 93.7% ​ 94.7% ​ MD ​ ​ ​ ​ ​ ​ 322 363,979 96.2% ​ 94.1% ​ 95.1% ​ Operating - Total / Weighted Average ​ ​ ​ ​ ​ ​ ​ 6,318 ​ 5,350,431 ​ 96.0% ​ 94.7% ​ 95.3% ​ Under-construction assets ​ ​ ​ ​ ​ ​ ​ 1,583 ​ 1,214,951 ​ ​ ​ ​ ​ ​ ​ Note: At 100% share, unless otherwise noted.
Biggest changeClark Street - Residential 100.0 % C Y 216 96,948 61.1% ​ 53.6% ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ D.C. ​ ​ ​ West Half ​ 100.0 % C Y 465 385,372 94.4% ​ 92.3% ​ 90.7% ​ The Wren ​ 100.0 % C ​ Y ​ 433 ​ 332,682 ​ 95.4% ​ 93.5% ​ 100.0% ​ The Batley ​ 100.0 % C ​ Y ​ 432 ​ 300,388 ​ 97.0% ​ 96.1% ​ — ​ WestEnd25 100.0 % C Y 283 273,264 97.2% ​ 95.8% ​ — ​ F1RST Residences ​ 100.0 % C ​ Y ​ 325 ​ 270,928 ​ 94.9% ​ 93.5% ​ 100.0% ​ Atlantic Plumbing 100.0 % C Y 310 245,228 96.8% ​ 94.5% ​ 97.3% ​ 1221 Van Street 100.0 % C Y 291 225,592 96.3% ​ 93.8% ​ 100.0% ​ 901 W Street ​ 100.0 % C ​ Y ​ 161 ​ 154,379 ​ 94.7% ​ 95.0% ​ 74.5% ​ 900 W Street ​ 100.0 % C ​ Y ​ 95 ​ 71,050 ​ 82.1% ​ 33.7% ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ MD ​ ​ ​ 8001 Woodmont (4) 100.0 % C Y 322 363,947 94.1% ​ 93.2% ​ 100.0% ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total / Weighted Average (3) ​ ​ ​ ​ ​ ​ 5,973 4,936,845 96.2% ​ 94.8% ​ 96.0% ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Recently Delivered ​ ​ ​ National Landing ​ ​ ​ Reva ​ 100.0 % C ​ N ​ 471 ​ 324,188 ​ 65.5% ​ 62.6% ​ 27.9% ​ The Grace ​ 100.0 % C ​ N ​ 337 ​ 311,903 ​ 71.8% ​ 66.2% ​ 66.8% ​ Total / Weighted Average ​ ​ ​ ​ ​ ​ 808 636,091 68.6% ​ 64.1% ​ 52.9% ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating - Total / Weighted Average (3) ​ ​ ​ ​ ​ ​ 6,781 5,572,936 92.9% ​ 91.0% ​ 90.0% ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Under-Construction ​ ​ ​ National Landing ​ ​ ​ ​ ​ 2000/2001 South Bell Street ​ 100.0 % C ​ ​ ​ 775 ​ 580,966 ​ ​ ​ ​ ​ ​ ​ Total ​ ​ ​ ​ ​ 7,556 6,153,902 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Totals at JBG SMITH Share (3) ​ ​ ​ National Landing ​ ​ ​ ​ ​ ​ 2,856 2,314,015 96.9% ​ 95.6% ​ 100.0% ​ D.C. ​ ​ ​ ​ ​ ​ ​ 2,795 ​ 2,258,883 ​ 95.8% ​ 94.2% ​ 94.5% ​ MD ​ ​ ​ ​ ​ ​ 322 363,947 94.1% ​ 93.2% ​ 100.0% ​ In-service assets ​ ​ ​ ​ ​ ​ 5,973 4,936,845 96.2% ​ 94.8% ​ 96.0% ​ Recently delivered assets ​ ​ ​ ​ ​ ​ 808 636,091 68.6% ​ 64.1% ​ 52.9% ​ Operating - Total / Weighted Average ​ ​ ​ ​ ​ ​ ​ 6,781 ​ 5,572,936 ​ 92.9% ​ 91.0% ​ 90.0% ​ Under-construction assets ​ ​ ​ ​ ​ ​ ​ 775 ​ 580,966 ​ ​ ​ ​ ​ ​ ​ Note: At 100% share, unless otherwise noted.
The weighted average remaining lease term for the entire portfolio is 5.1 years. (1) Annualized rent and annualized rent per square foot exclude percentage rent and the square footage of tenants that only pay percentage rent. ​
The weighted average remaining lease term for the entire portfolio is 5.8 years. (1) Annualized rent and annualized rent per square foot exclude percentage rent and the square footage of tenants that only pay percentage rent. ​
We classify our portfolio as "operating," "under-construction," or "development pipeline." The following tables provide information about our multifamily, commercial and development pipeline portfolios as of December 31, 2023. Many of our assets in the development pipeline are adjacent to or an integrated component of operating multifamily or commercial assets in our portfolio.
We classify our portfolio as "operating," "under-construction," or "development pipeline." The following tables provide information about our multifamily, commercial and development pipeline portfolios as of December 31, 2024. Many of our assets in the development pipeline are adjacent to or an integrated component of operating multifamily or commercial assets in our portfolio.
We present certain financial information and metrics "at JBG SMITH Share," which is calculated on an entity-by-entity basis, but exclude our: (i) 10.0% subordinated interest in one commercial building, (ii) 33.5% subordinated interest in four commercial buildings, (iii) 49.0% interest in three commercial buildings and (iv) 9.9% interest in one commercial building, 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 present certain financial information and metrics "at JBG SMITH Share," which is calculated on an entity-by-entity basis, but exclude our 10.0% subordinated interest in one commercial building and our 33.5% subordinated interest in four commercial buildings, 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.
Because as of December 31, 2023, 7.2% of our assets, as measured by total square feet, was held through real estate ventures in which we own less than 100% of the ownership interest, we believe this form of presentation, which includes our economic interests in the unconsolidated real estate ventures, provides investors important information regarding a significant component of our portfolio, its composition, performance and capitalization.
Because as of December 31, 2024, 6.3% of our assets, as measured by total square feet, was held through real estate ventures in which we own less than 100% of the ownership interest, we believe this form of presentation, which includes our economic interests in the unconsolidated real estate ventures, provides investors important information regarding a significant component of our portfolio, its composition, performance and capitalization.
In addition to other information, the following tables indicate our percentage ownership, whether the asset is consolidated or unconsolidated, and whether the asset is subject to a ground lease. 37 Table of Contents Multifamily Assets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Number Total ​ ​ Multifamily ​ ​ ​ ​ ​ % ​ ​ ​ Same Store (2) : ​ of ​ Square ​ % ​ % ​ Retail % ​ Multifamily Assets ​ Ownership ​ C/U (1) ​ YTD 2022-2023 ​ Units ​ Feet ​ Leased ​ Occupied ​ Occupied ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ National Landing ​ ​ ​ RiverHouse Apartments 100.0 % C Y 1,676 1,327,551 96.6% ​ 96.0% ​ 100.0% ​ The Bartlett 100.0 % C Y 699 619,372 97.2% ​ 96.7% ​ 100.0% ​ 220 20th Street 100.0 % C Y 265 271,476 95.1% ​ 94.0% ​ 100.0% ​ 2221 S.
In addition to other information, the following tables indicate our percentage ownership, whether the asset is consolidated or unconsolidated, and whether the asset is subject to a ground lease. 36 Table of Contents Multifamily Assets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Number Total ​ ​ Multifamily ​ ​ ​ ​ ​ % ​ ​ ​ Same Store (2) : ​ of ​ Square ​ % ​ % ​ Retail % ​ Multifamily Assets ​ Ownership ​ C/U (1) ​ YTD 2023-2024 ​ Units ​ Feet ​ Leased ​ Occupied ​ Occupied ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ National Landing ​ ​ ​ RiverHouse Apartments 100.0 % C Y 1,676 1,326,219 96.9% ​ 95.9% ​ 100.0% ​ The Bartlett 100.0 % C Y 699 619,372 96.8% ​ 94.7% ​ 100.0% ​ 220 20th Street 100.0 % C Y 265 271,476 97.0% ​ 95.8% ​ 100.0% ​ 2221 S.
(1) Currently encumbered by an operating commercial asset. (2) Controlled through an option to acquire a leasehold interest. As of December 31, 2023, the weighted average remaining term for the option is 1.4 years. (3) Comprises four assets in which we have a minority interest.
(1) Currently encumbered by an operating commercial asset. (2) Controlled through an option to acquire a leasehold interest. (3) Comprises four assets in which we have a minority interest.
Eads Street ​ 100.0% ​ 531,400 ​ 527,400 ​ — ​ 4,000 ​ 635 3330 Exchange Avenue ​ 50.0% ​ 239,800 ​ 216,400 ​ — ​ 23,400 ​ 240 3331 Exchange Avenue ​ 50.0% ​ 180,600 ​ 164,300 ​ — ​ 16,300 ​ 170 RiverHouse Land ​ 100.0% ​ 1,988,400 ​ 1,960,600 ​ — ​ 27,800 ​ 1,665 2250 Crystal Drive ​ 100.0% ​ 696,200 ​ 681,300 ​ — ​ 14,900 ​ 825 223 23rd Street ​ 100.0% ​ 492,100 ​ 484,100 ​ — ​ 8,000 ​ 610 2525 Crystal Drive ​ 100.0% ​ 373,000 ​ 370,000 ​ — ​ 3,000 ​ 370 101 12th Street S. ​ 100.0% ​ 239,600 ​ — ​ 234,400 ​ 5,200 ​ — 1800 South Bell Street Land (1) ​ 100.0% ​ 311,000 ​ — ​ 307,000 ​ 4,000 ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ D.C. ​ ​ ​ Gallaudet Parcel 2-3 (2) 100.0% ​ 819,100 ​ 758,200 ​ — ​ 60,900 ​ 820 Capitol Point - North ​ 100.0% ​ 451,400 ​ 434,100 ​ — ​ 17,300 ​ 470 Gallaudet Parcel 4 (2) ​ 100.0% ​ 644,200 ​ 605,200 ​ — ​ 39,000 ​ 645 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ — ​ ​ Other Development Parcels (3) ​ ​ ​ 1,248,100 ​ 142,200 ​ 1,105,900 ​ — ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total ​ ​ 10,828,900 7,490,800 3,016,300 321,800 7,690 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Totals at JBG SMITH Share ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ National Landing ​ ​ ​ 6,649,000 ​ 5,137,300 ​ 1,375,900 ​ 135,800 ​ 5,280 D.C. ​ ​ ​ 2,107,000 ​ 1,840,200 ​ 149,600 ​ 117,200 ​ 1,935 ​ ​ ​ ​ 8,756,000 ​ 6,977,500 ​ 1,525,500 ​ 253,000 ​ 7,215 Note: At 100% share, unless otherwise noted.
Eads Street ​ 100.0% ​ 538,000 ​ 533,800 ​ — ​ 4,200 ​ 570 3330 Exchange Avenue ​ 50.0% ​ 239,800 ​ 216,400 ​ — ​ 23,400 ​ 240 3331 Exchange Avenue ​ 50.0% ​ 180,600 ​ 164,300 ​ — ​ 16,300 ​ 170 RiverHouse Land ​ 100.0% ​ 2,046,900 ​ 2,020,500 ​ — ​ 26,400 ​ 1,515 Potomac Yard Landbay F/G/H ​ 50.0% / 100.0% ​ 1,846,000 ​ 944,000 ​ 844,000 ​ 58,000 ​ 765 2250 Crystal Drive ​ 100.0% ​ 696,200 ​ 681,300 ​ — ​ 14,900 ​ 825 2100/2200 Crystal Drive Land ​ 100.0% ​ 565,000 ​ 565,000 ​ — ​ — ​ 530 223 23rd Street ​ 100.0% ​ 492,100 ​ 484,100 ​ — ​ 8,000 ​ 610 2525 Crystal Drive ​ 100.0% ​ 373,000 ​ 370,000 ​ — ​ 3,000 ​ 370 1901 South Bell Street Land (1) ​ 100.0% ​ 265,000 ​ 265,000 ​ — ​ — ​ 170 101 12th Street S. ​ 100.0% ​ 239,600 ​ — ​ 234,400 ​ 5,200 ​ — 1800 South Bell Street ​ 100.0% ​ 311,000 ​ — ​ 307,000 ​ 4,000 ​ — D.C. ​ ​ ​ ​ ​ Gallaudet Parcel 2-3 (2) 100.0% ​ 819,100 ​ 758,200 ​ — ​ 60,900 ​ 820 Gallaudet Parcel 4 (2) ​ 100.0% ​ 644,200 ​ 605,200 ​ — ​ 39,000 ​ 645 Capitol Point - North ​ 100.0% ​ 451,400 ​ 434,100 ​ — ​ 17,300 ​ 470 Other Development Parcels (3) ​ ​ ​ 1,248,100 ​ 142,200 ​ 1,105,900 ​ — ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total ​ ​ 10,956,000 8,184,100 2,491,300 280,600 7,700 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Totals at JBG SMITH Share ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ National Landing ​ ​ ​ 6,807,100 ​ 5,729,100 ​ 963,400 ​ 114,600 ​ 5,235 D.C. ​ ​ ​ 2,107,000 ​ 1,840,200 ​ 149,600 ​ 117,200 ​ 1,935 ​ ​ ​ ​ 8,914,100 ​ 7,569,300 ​ 1,113,000 ​ 231,800 ​ 7,170 Note: At 100% share, unless otherwise noted.
(6) Includes our corporate office lease for approximately 84,400 square feet. ​ 39 Table of Contents Development Pipeline ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Estimated ​ ​ % ​ Estimated Potential Development Density (SF) ​ Number of Asset Ownership ​ Total Multifamily Office Retail ​ Units ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ National Landing ​ ​ ​ ​ ​ ​ ​ Potomac Yard Landbay F/G/H ​ 50.0% / 100.0% ​ 2,614,000 ​ 1,147,000 ​ 1,369,000 ​ 98,000 ​ 1,240 1415 S.
(6) Includes our corporate office lease for approximately 84,400 square feet. 38 Table of Contents Development Pipeline ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Estimated ​ ​ % ​ Estimated Potential Development Density (SF) ​ Number of Asset Ownership ​ Total Multifamily Office Retail ​ Units ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ National Landing ​ ​ ​ ​ ​ ​ ​ 1415 S.
See Note 6 to the consolidated financial statements for additional information. ​ 38 Table of Contents Commercial Assets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total ​ ​ ​ ​ ​ % ​ ​ ​ Same Store (2) : ​ Square ​ % ​ Office % ​ Retail % Commercial Assets ​ Ownership ​ C/U (1) ​ YTD 2022-2023 ​ Feet ​ Leased ​ Occupied ​ Occupied ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ National Landing ​ 1550 Crystal Drive (3) 100.0 % C Y 555,302 95.3% ​ 91.4% ​ 100.0% ​ 2121 Crystal Drive 100.0 % C Y 509,922 89.7% ​ 87.0% ​ 100.0% ​ 2345 Crystal Drive 100.0 % C Y 499,688 55.4% ​ 55.0% ​ 74.3% ​ 2231 Crystal Drive 100.0 % C Y 468,907 72.7% ​ 69.6% ​ 97.4% ​ 2011 Crystal Drive 100.0 % C Y 440,510 57.6% ​ 57.7% ​ 50.3% ​ 2451 Crystal Drive 100.0 % C Y 402,375 86.3% ​ 86.1% ​ 92.6% ​ 1235 S.
(4) Classified as held for sale in our consolidated balance sheet as of December 31, 2024. ​ ​ 37 Table of Contents Commercial Assets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total ​ ​ ​ ​ ​ % ​ ​ ​ Same Store (2) : ​ Square ​ % ​ Office % ​ Retail % Commercial Assets ​ Ownership ​ C/U (1) ​ YTD 2023-2024 ​ Feet ​ Leased ​ Occupied ​ Occupied ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ National Landing ​ 1550 Crystal Drive (3) 100.0 % C Y 554,888 89.2% ​ 86.7% ​ 99.7% ​ 2121 Crystal Drive 100.0 % C Y 509,869 68.6% ​ 68.3% ​ 100.0% ​ 2345 Crystal Drive 100.0 % C Y 499,635 47.3% ​ 46.7% ​ 74.3% ​ 2231 Crystal Drive 100.0 % C Y 468,371 75.2% ​ 72.5% ​ 97.4% ​ 2011 Crystal Drive 100.0 % C Y 441,057 68.0% ​ 57.0% ​ - ​ 2451 Crystal Drive 100.0 % C Y 402,375 84.0% ​ 83.8% ​ 92.6% ​ 241 18th Street S.
Clark Street 100.0 % C Y 336,159 99.6% ​ 100.0% ​ 44.5% ​ 201 12th Street S. 100.0 % C Y 329,687 99.8% ​ 98.4% ​ 100.0% ​ 251 18th Street S. (3) 100.0 % C Y 309,450 82.7% ​ 81.7% ​ 100.0% ​ 1225 S.
Clark Street 100.0 % C Y 384,674 73.4% ​ 69.9% ​ 97.8% ​ 1215 S. Clark Street 100.0 % C Y 336,159 99.6% ​ 100.0% ​ 44.5% ​ 1225 S.
Major Tenants The following table sets forth information for our 10 largest tenants by annualized rent for the year ended December 31, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ At JBG SMITH Share ​ ​ ​ ​ ​ ​ ​ ​ Annualized ​ % of Total ​ ​ Number of Square % of Total Rent Annualized Tenant ​ Leases ​ Feet ​ Square Feet ​ (In thousands) ​ Rent GSA 37 1,810,310 26.1 % $ 72,167 22.7 % Amazon 6 926,703 13.4 % 41,640 13.1 % Gartner, Inc 1 174,424 2.5 % 12,878 4.1 % Lockheed Martin Corporation 2 207,095 3.0 % 10,001 3.2 % Accenture LLP 2 116,736 1.7 % 5,722 1.8 % Public Broadcasting Service 1 120,328 1.7 % 5,004 1.6 % Booz Allen Hamilton Inc 3 107,415 1.5 % 4,859 1.5 % Greenberg Traurig LLP 1 64,090 0.9 % 4,698 1.5 % The International Justice Mission 1 74,833 1.1 % 4,508 1.4 % Family Health International 1 59,514 0.9 % 4,047 1.3 % Total 55 3,661,448 52.8 % $ 165,524 52.2 % ​ Note: Includes all leases as of December 31, 2023 for which a tenant has taken occupancy for office and retail space within our Operating Portfolio. 40 Table of Contents Lease Expirations The following table sets forth as of December 31, 2023 the scheduled expirations of tenant leases in our Operating Portfolio for each year from 2024 through 2032 and thereafter: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ At JBG SMITH Share ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ % of ​ ​ ​ ​ ​ ​ ​ ​ ​ % of ​ Annualized ​ Total ​ Annualized ​ ​ Number of ​ Square ​ Total ​ Rent (1) ​ Annualized ​ Rent Per Year of Lease Expiration ​ Leases ​ Feet ​ Square Feet ​ (In thousands) ​ Rent ​ Square Foot (1) Month-to-Month 34 350,538 5.1 % $ 12,823 4.0 % $ 36.58 2024 84 1,425,853 20.6 % 67,318 21.2 % 47.21 2025 59 470,183 6.8 % 21,600 6.8 % 45.94 2026 52 246,936 3.6 % 12,414 3.9 % 50.27 2027 34 508,033 7.3 % 24,879 7.8 % 48.97 2028 39 429,762 6.2 % 20,916 6.6 % 48.67 2029 27 199,507 2.9 % 9,730 3.1 % 48.77 2030 22 608,111 8.8 % 29,839 9.4 % 49.07 2031 27 552,510 8.0 % 21,122 6.7 % 38.23 2032 20 793,813 11.5 % 36,919 11.6 % 46.51 Thereafter 62 1,345,827 19.2 % 59,766 18.9 % 45.74 Total / Weighted Average 460 6,931,073 100.0 % $ 317,326 100.0 % $ 46.04 Note: Includes all leases as of December 31, 2023 for which a tenant has taken occupancy for office and retail space within our Operating Portfolio and assuming no exercise of renewal options or early termination rights.
Major Tenants The following table sets forth information for our 10 largest tenants by annualized rent for the year ended December 31, 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ At JBG SMITH Share ​ ​ ​ ​ ​ ​ ​ ​ Annualized ​ % of Total ​ ​ Number of Square % of Total Rent Annualized Tenant ​ Leases ​ Feet ​ Square Feet ​ (In thousands) ​ Rent GSA 31 1,479,379 28.8 % $ 57,696 25.2 % Amazon 3 357,339 7.0 % 16,622 7.2 % Lockheed Martin Corporation 2 207,095 4.0 % 10,276 4.5 % Accenture Federal Services LLC 2 123,706 2.4 % 5,635 2.5 % Public Broadcasting Service 1 120,328 2.3 % 5,099 2.2 % Whole Foods Market Group Inc 3 98,625 1.9 % 3,857 1.7 % American Diabetes Association 1 80,998 1.6 % 3,818 1.7 % Booz Allen Hamilton Inc 2 69,328 1.3 % 3,427 1.5 % National Consumer Cooperative 1 65,736 1.3 % 3,310 1.4 % SAIC 3 62,963 1.2 % 3,147 1.4 % Total 49 2,665,497 51.8 % $ 112,887 49.3 % ​ Note: Includes all leases as of December 31, 2024 for which a tenant has taken occupancy for office and retail space within our Operating Portfolio. 39 Table of Contents Lease Expirations The following table sets forth as of December 31, 2024 the scheduled expirations of tenant leases in our Operating Portfolio for each year from 2025 through 2033 and thereafter: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ At JBG SMITH Share ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ % of ​ ​ ​ ​ ​ ​ ​ ​ ​ % of ​ Annualized ​ Total ​ Annualized ​ ​ Number of ​ Square ​ Total ​ Rent (1) ​ Annualized ​ Rent Per Year of Lease Expiration ​ Leases ​ Feet ​ Square Feet ​ (In thousands) ​ Rent ​ Square Foot (1) Month-to-Month 16 209,018 4.1 % $ 8,556 3.7 % $ 40.93 2025 61 482,812 9.4 % 21,807 9.5 % 45.17 2026 46 227,098 4.4 % 11,385 5.0 % 50.13 2027 38 534,998 10.4 % 25,776 11.2 % 48.18 2028 30 386,841 7.5 % 18,004 7.8 % 46.54 2029 27 242,552 4.7 % 11,370 5.0 % 46.87 2030 28 603,032 11.7 % 29,194 12.7 % 48.41 2031 26 561,912 10.9 % 21,661 9.4 % 38.55 2032 18 651,033 12.7 % 26,138 11.4 % 40.15 2033 26 344,046 6.7 % 14,964 6.5 % 49.07 Thereafter 48 896,786 17.5 % 40,533 17.8 % 45.20 Total / Weighted Average 364 5,140,128 100.0 % $ 229,388 100.0 % $ 44.97 Note: Includes all leases as of December 31, 2024 for which a tenant has taken occupancy for office and retail space within our Operating Portfolio and assuming no exercise of renewal options or early termination rights.
This out-of-service square footage is excluded from square feet, leased and occupancy metrics in the above table. ​ ​ ​ ​ ​ ​ ​ ​ ​ Not Available Commercial Asset In-Service for Lease 1550 Crystal Drive 555,302 ​ 3,270 241 18th Street S. ​ 355,728 ​ 6,612 251 18th Street S. ​ 309,450 ​ 29,996 1800 South Bell Street ​ 203,273 ​ 2,913 2200 Crystal Drive ​ 161,668 ​ 121,940 Crystal Drive Retail ​ 42,938 ​ 14,027 Crystal City Shops at 2100 ​ 34,452 ​ 37,763 2221 S.
This out-of-service square footage is excluded from square feet, leased and occupancy metrics in the above table. ​ ​ ​ ​ ​ ​ ​ ​ ​ Not Available Commercial Asset In-Service for Lease 1550 Crystal Drive 554,888 ​ 4,281 241 18th Street S. ​ 334,091 ​ 28,308 251 18th Street S. ​ 300,319 ​ 39,211 Crystal Drive Retail * ​ 42,938 ​ 86,242 2221 S.
Clark Street 100.0 % C Y 276,203 94.2% ​ 91.1% ​ 80.9% ​ 1901 South Bell Street 100.0 % C Y 274,912 67.6% ​ 67.6% ​ - ​ 1770 Crystal Drive ​ 100.0 % C ​ Y ​ 273,787 ​ 100.0% ​ 100.0% ​ 100.0% ​ 2100 Crystal Drive 100.0 % C Y 253,437 100.0% ​ 100.0% ​ - ​ 1800 South Bell Street (3) 100.0 % C Y 203,273 100.0% ​ 100.0% ​ 100.0% ​ 200 12th Street S. 100.0 % C Y 202,761 77.5% ​ 77.5% ​ - ​ 2200 Crystal Drive (3) 100.0 % C Y 161,668 100.0% ​ 100.0% ​ - ​ Crystal Drive Retail (3) 100.0 % C Y 42,938 100.0% ​ - ​ 100.0% ​ Crystal City Shops at 2100 (3) 100.0 % C Y 34,452 100.0% ​ - ​ 100.0% ​ Central Place Tower (4) ​ 50.0 % U Y 551,594 96.4% ​ 96.2% ​ 100.0% ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other ​ 2101 L Street 100.0 % C Y 375,493 76.1% ​ 74.6% ​ 92.6% ​ 800 North Glebe Road 100.0 % C Y 303,759 99.3% ​ 100.0% ​ 92.4% ​ One Democracy Plaza (4) (5) 100.0 % C Y 213,139 85.5% ​ 85.6% ​ 70.5% ​ 4747 Bethesda Avenue (6) ​ 20.0 % U ​ Y ​ 300,535 98.0% ​ 97.9% ​ 100.0% ​ 1101 17th Street 55.0 % U Y 209,401 88.6% ​ 88.9% ​ 82.8% ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating - Total / Weighted Average ​ ​ ​ ​ ​ ​ 8,269,736 87.0% ​ 85.7% ​ 95.9% ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Totals at JBG SMITH Share ​ National Landing ​ ​ ​ ​ ​ ​ 6,591,612 86.2% ​ 84.6% ​ 96.5% ​ Other ​ ​ ​ ​ ​ ​ 1,067,669 87.2% ​ 86.9% ​ 91.4% ​ Operating - Total / Weighted Average ​ ​ ​ ​ ​ ​ ​ 7,659,281 ​ 86.3% ​ 84.9% ​ 95.8% ​ Note: At 100% share, unless otherwise noted.
Clark Street 100.0 % C Y 276,223 98.4% ​ 99.2% ​ 80.9% ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other ​ 800 North Glebe Road 100.0 % C Y 305,006 83.0% ​ 82.1% ​ 92.4% ​ One Democracy Plaza (4) (5) 100.0 % C Y 213,171 87.0% ​ 86.9% ​ 100.0% ​ 4747 Bethesda Avenue (6) ​ 20.0 % U ​ Y ​ 300,535 100.0% ​ 100.0% ​ 100.0% ​ 1101 17th Street 55.0 % U Y 210,134 80.8% ​ 80.0% ​ 82.8% ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating - Total / Weighted Average ​ ​ ​ ​ ​ ​ 6,660,592 79.4% ​ 77.4% ​ 91.5% ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating - Total / Weighted Average at JBG SMITH Share ​ 6,325,604 ​ 78.6% ​ 76.5% ​ 91.4% ​ Note: At 100% share, unless otherwise noted.
Clark Street - Office ​ — ​ 35,182 (4) Asset is subject to a ground lease where we are the lessee. In February 2024, one of our unconsolidated real estate ventures sold Central Place Tower for a gross sales price of $325.0 million. (5) Not Metro-served.
Clark Street - Office ​ — ​ 35,182 * Includes 72,215 SF of not available to lease space from the asset formerly known as Crystal City Shops at 2100. (4) Asset is subject to a ground lease through 2084, where we are the lessee. (5) Not Metro-served.
Clark Street 100.0 % C Y 384,656 97.5% ​ 95.4% ​ 95.0% ​ 241 18th Street S. (3) 100.0 % C Y 355,728 96.3% ​ 93.8% ​ 100.0% ​ 1215 S.
(3) 100.0 % C Y 334,091 89.9% ​ 89.9% ​ - ​ 201 12th Street S. 100.0 % C Y 329,687 97.0% ​ 96.8% ​ 100.0% ​ 251 18th Street S.
Removed
(4) In January 2024, we sold North End Retail for a gross sales price of $14.3 million. (5) In 2021, we leased the land underlying 1900 Crystal Drive and 2000/2001 South Bell Street to a lessee. The assets are consolidated in our financial statements as they are owned through variable interest entities for which we are the primary beneficiary.
Added
(3) 100.0 % C Y 300,319 99.0% ​ 90.9% ​ 53.2% ​ 1901 South Bell Street 100.0 % C Y 274,912 32.2% ​ 32.2% ​ - ​ 1770 Crystal Drive ​ 100.0 % C ​ Y ​ 273,787 ​ 98.3% ​ 100.0% ​ 67.8% ​ 200 12th Street S. 100.0 % C Y 202,761 52.8% ​ 52.8% ​ - ​ Crystal Drive Retail (3) 100.0 % C Y 42,938 90.1% ​ - ​ 90.1% ​ 1235 S.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeITEM 3. 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 4.
Biggest changeIn 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 4. MINE SAFETY DISCLOSURES Not applicable. ​ 40 Table of Contents ​ ​ PART II
Removed
MINE SAFETY DISCLOSURES Not applicable. ​ ​ ​ 41 Table of Contents PART II
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LEGAL PROCEEDINGS In November 2023, the District of Columbia filed a lawsuit in the Superior Court of the District of Columbia against RealPage, Inc., a provider of revenue management systems, numerous multifamily rental companies, and 14 owners and/or operators of multifamily housing in the District of Columbia, including JBG Associates, L.L.C., one of our subsidiaries, alleging that the defendants violated the District of Columbia Antitrust Act by unlawfully agreeing to use RealPage, Inc. revenue management systems and sharing sensitive data.
Added
While we intend to vigorously defend against this lawsuit, given the current stage of the District of Columbia’s lawsuit, we are unable to predict the outcome or estimate the amount of loss, if any, that may result from the lawsuit.
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While we do not believe that these proceedings will have a material adverse effect on our financial condition, we cannot give assurance that the proceedings will not have a material effect on our results of operations or cash flows in the event of a negative outcome. ​ There are various other legal actions arising in the ordinary course of business.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThere can be no assurance that the performance of our shares will continue in line with the same or similar trends depicted in the graph below. ​ 42 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 12/31/2018 ​ 12/31/2019 12/31/2020 12/31/2021 ​ 12/31/2022 12/31/2023 JBG SMITH Properties 100.00 ​ 117.23 94.71 ​ 89.58 ​ 61.77 ​ 57.98 S&P MidCap 400 Index 100.00 ​ 126.20 143.44 ​ 178.95 ​ 155.58 ​ 181.15 FTSE Nareit Equity Office Index 100.00 ​ 131.42 107.19 ​ 130.77 ​ 81.58 ​ 83.23 ​ Sales of Unregistered Shares During the year ended December 31, 2023, we did not sell any unregistered securities. 43 Table of Contents Repurchases of Equity Securities The following is a summary of common shares repurchased: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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 October 1, 2023 - October 31, 2023 ​ 2,021,688 ​ $ 13.85 ​ ​ 2,021,688 ​ $ 559,438,395 November 1, 2023 - November 30, 2023 ​ 914,797 ​ ​ 13.40 ​ ​ 914,797 ​ ​ 547,157,665 December 1, 2023 - December 31, 2023 ​ 1,194,234 ​ ​ 15.31 ​ ​ 1,194,234 ​ ​ 528,849,166 Total for the three months ended December 31, 2023 ​ 4,130,719 ​ ​ 14.17 ​ ​ 4,130,719 ​ ​ ​ Total for the year ended December 31, 2023 ​ 22,576,594 ​ ​ 14.83 ​ ​ 22,576,594 ​ ​ ​ Program total since inception in March 2020 (1) ​ 45,874,003 ​ ​ 20.88 ​ ​ 45,874,003 ​ ​ ​ (1) During the first quarter of 2024, through the date of this filing, we repurchased and retired 2.7 million common shares for $45.4 million, a weighted average purchase price per share of $16.52, pursuant to a repurchase plan under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.
Biggest changeThere can be no assurance that the performance of our shares will continue in line with the same or similar trends depicted in the graph below. ​ ​ ​ ​ ​ ​ ​ 41 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 12/31/2019 ​ 12/31/2020 12/31/2021 ​ 12/31/2022 12/31/2023 12/31/2024 JBG SMITH Properties 100.00 ​ 80.78 76.41 ​ 52.69 ​ 49.46 ​ 47.23 S&P MidCap 400 Index 100.00 ​ 113.66 141.80 ​ 123.28 ​ 143.54 ​ 163.54 FTSE Nareit Equity Office Index 100.00 ​ 81.56 99.51 ​ 62.07 ​ 63.34 ​ 76.95 ​ Sales of Unregistered Shares During the year ended December 31, 2024, we did not sell any unregistered securities. 42 Table of Contents Repurchases of Equity Securities The following is a summary of common shares repurchased: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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 October 1, 2024 - October 31, 2024 ​ - ​ $ - ​ - ​ $ 372,862,091 November 1, 2024 - November 30, 2024 ​ 153,843 ​ ​ 15.58 ​ 153,843 ​ ​ 370,462,409 December 1, 2024 - December 31, 2024 ​ - ​ ​ - ​ - ​ ​ 370,462,409 Total for the three months ended December 31, 2024 ​ 153,843 ​ ​ 15.58 ​ 153,843 ​ ​ ​ Total for the year ended December 31, 2024 ​ 10,927,343 ​ ​ 15.60 ​ 10,927,343 ​ ​ ​ Program total since inception in March 2020 (1) ​ 56,801,346 ​ ​ 19.87 ​ 56,801,346 ​ ​ ​ (1) During the first quarter of 2025, through February 14, 2025, we repurchased and retired 2.1 million common shares for $32.3 million, a weighted average purchase price per share of $15.15, pursuant to a repurchase plan under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.
No assurances can be given regarding what portion, if any, of distributions in 2024 or subsequent years will constitute a return of capital for federal income tax purposes.
No assurances can be given regarding what portion, if any, of distributions in 2025 or subsequent years will constitute a return of capital for federal income tax purposes.
The graph below compares the cumulative total return of our common shares, the S&P MidCap 400 Index and the FTSE Nareit Equity Office Index, from December 31, 2018 through December 31, 2023. The comparison assumes $100 was invested on December 31, 2018 in our common shares and in each of the foregoing indexes and assumes reinvestment of dividends, as applicable.
The graph below compares the cumulative total return of our common shares, the S&P MidCap 400 Index and the FTSE Nareit Equity Office Index, from December 31, 2019, through December 31, 2024. The comparison assumes $100 was invested on December 31, 2019 in our common shares and in each of the foregoing indexes and assumes reinvestment of dividends, as applicable.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information and Dividends Our common shares trade under the symbol "JBGS." On February 16, 2024, there were 832 holders of record of our common shares.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information and Dividends Our common shares trade under the symbol "JBGS." On February 14, 2025, there were 763 holders of record of our common shares.
This number does not reflect individuals or other entities who hold their shares in "street name." Dividends declared for the year ended December 31, 2023 totaled $0.675 per common share (quarterly dividends of $0.225 per common share for the first three quarters of 2023.
This number does not reflect individuals or other entities who hold their shares in "street name." Dividends declared for the year ended December 31, 2024, totaled $0.875 per common share (five distributions of $0.175 per common share).
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 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.
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.
On February 14, 2024, our Board of Trustees declared a quarterly dividend of $0.175 per common share, payable on March 15, 2024 to shareholders of record as of March 1, 2024. Dividends declared for the years ended December 31, 2022 and 2021 totaled $0.90 per common share (quarterly dividends of $0.225 per common share).
Dividends declared for the year ended December 31, 2023, totaled $0.675 per common share (quarterly dividends of $0.225 per common share for the first three quarters of 2023). Dividends declared for the year ended December 31, 2022, totaled $0.90 per common share (quarterly dividends of $0.225 per common share).
Added
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. In February 2025, our Board of Trustees increased our common share repurchase authorization to $2.0 billion.

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

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Biggest changeItem 6. ​ [Reserved] 44 Item 7. ​ Management's Discussion and Analysis of Financial Condition and Results of Operations 44 Item 7A. ​ Quantitative and Qualitative Disclosures About Market Risk 63 Item 8. ​ Financial Statements and Supplementary Data 65
Biggest changeItem 6. ​ [Reserved] 43 Item 7. ​ Management's Discussion and Analysis of Financial Condition and Results of Operations 43 Item 7A. ​ Quantitative and Qualitative Disclosures About Market Risk 61 Item 8. ​ Financial Statements and Supplementary Data 63

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeThe following is the reconciliation of net income (loss) attributable to common shareholders to NOI and same store NOI: ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2023 2022 ​ ​ (Dollars in thousands) Net income (loss) attributable to common shareholders ​ $ (79,978) ​ $ 85,371 Add: ​ ​ ​ ​ ​ ​ Depreciation and amortization expense ​ 210,195 ​ 213,771 General and administrative expense: ​ ​ ​ ​ ​ ​ Corporate and other ​ 54,838 ​ 58,280 Third-party real estate services ​ 88,948 ​ 94,529 Share-based compensation related to Formation Transaction and special equity awards ​ 549 ​ 5,391 Transaction and other costs ​ 8,737 ​ 5,511 Interest expense ​ 108,660 ​ 75,930 Loss on the extinguishment of debt ​ 450 ​ 3,073 Impairment loss ​ ​ 90,226 ​ ​ — Income tax expense (benefit) ​ (296) ​ 1,264 Net income (loss) attributable to redeemable noncontrolling interests ​ (10,596) ​ 13,244 Net income (loss) attributable to noncontrolling interests ​ ​ (1,135) ​ ​ 371 Less: ​ ​ ​ ​ ​ ​ Third-party real estate services, including reimbursements revenue ​ 92,051 ​ 89,022 Other revenue ​ 10,902 ​ 7,421 Loss from unconsolidated real estate ventures, net ​ (26,999) ​ (17,429) Interest and other income, net ​ 15,781 ​ 18,617 Gain on the sale of real estate, net ​ 79,335 ​ 161,894 Consolidated NOI ​ 299,528 ​ 297,210 NOI attributable to unconsolidated real estate ventures at our share ​ 19,452 ​ 26,861 Non-cash rent adjustments (1) ​ (23,482) ​ (17,442) Other adjustments (2) ​ 22,994 ​ 27,739 Total adjustments ​ 18,964 ​ 37,158 NOI ​ 318,492 ​ 334,368 Less: out-of-service NOI loss (3) ​ (3,512) ​ (4,849) Operating Portfolio NOI ​ 322,004 ​ 339,217 Non-same store NOI (4) ​ 22,125 ​ 44,174 Same store NOI (5) ​ $ 299,879 ​ $ 295,043 ​ ​ ​ ​ ​ ​ ​ Change in same store NOI ​ 1.6% ​ ​ ​ Number of properties in same store pool ​ 42 ​ ​ ​ (1) Adjustment to exclude straight-line rent, above/below market lease amortization and lease incentive amortization.
Biggest changeTo conform to the current period presentation, we have included certain other property revenue in the calculation of NOI to align with our internal reporting. ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2024 2023 ​ ​ (Dollars in thousands) Net loss attributable to common shareholders ​ $ (143,526) ​ $ (79,978) Net loss attributable to redeemable noncontrolling interests ​ (22,202) ​ (10,596) Net loss attributable to noncontrolling interests ​ ​ (12,025) ​ ​ (1,135) Net loss ​ ​ (177,753) ​ ​ (91,709) Add: ​ ​ ​ ​ Depreciation and amortization expense ​ 208,180 ​ 210,195 General and administrative expense: ​ ​ ​ ​ Corporate and other ​ 58,790 ​ 54,838 Third-party real estate services ​ 74,264 ​ 88,948 Share-based compensation related to Formation Transaction and special equity awards ​ — ​ 549 Transaction and other costs ​ 5,317 ​ 8,737 Interest expense ​ 134,068 ​ 108,660 (Gain) loss on the extinguishment of debt ​ (9,235) ​ 450 Impairment loss ​ ​ 55,427 ​ ​ 90,226 Income tax expense (benefit) ​ 762 ​ (296) Less: ​ ​ ​ ​ ​ ​ Third-party real estate services, including reimbursements revenue ​ 69,465 ​ 92,051 Loss from unconsolidated real estate ventures, net ​ (7,122) ​ (26,999) Interest and other income, net ​ 11,598 ​ 15,781 Gain (loss) on the sale of real estate, net ​ (2,753) ​ 79,335 Adjustments: ​ ​ ​ ​ ​ ​ NOI attributable to unconsolidated real estate ventures at our share ​ 6,808 ​ 19,452 Non-cash rent adjustments (1) ​ (9,482) ​ (23,482) Other adjustments (2) ​ 1,321 ​ 12,092 Total adjustments ​ (1,353) ​ 8,062 NOI at our share ​ 277,279 ​ 318,492 Less: out-of-service NOI loss (3) (4) ​ (9,922) ​ (3,512) Operating Portfolio NOI (4) ​ 287,201 ​ 322,004 Non-same store NOI (4) (5) ​ 19,537 ​ 57,799 Same store NOI (4) (6) ​ $ 267,664 ​ $ 264,205 ​ ​ ​ ​ ​ ​ ​ Change in same store NOI ​ 1.3% ​ ​ ​ Number of properties in same store pool ​ 36 ​ ​ ​ (1) Adjustment to exclude deferred rent, above/below market lease amortization and lease incentive amortization.
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.
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 and stabilization of development projects.
(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, which excludes free rent and fixed escalations.
(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, which excludes free rent, fixed escalations and percentage rent.
Sensitivity of Estimate to Change: While our methodology did not change in 2023, if our estimates of future cash flows, anticipated holding periods, asset strategy or fair values change, based on market conditions, anticipated selling prices or other factors, our evaluation of impairment losses may be different and such differences could be material to our consolidated financial statements.
Sensitivity of Estimate to Change: While our methodology did not change in 2024, if our estimates of future cash flows, anticipated holding periods, asset strategy or fair values change, based on market conditions, anticipated selling prices or other factors, our evaluation of impairment losses may be different and such differences could be material to our consolidated financial statements.
Sensitivity of Estimate to Change: While our methodology did not change in 2023, to the extent the estimates and assumptions in our discounted cash flow models used to value our buildings or our projections of land value change due to market conditions or other factors, our estimated fair values may be different and such differences could be material to our consolidated financial statements.
Sensitivity of Estimate to Change: While our methodology did not change in 2024, to the extent the estimates and assumptions in our discounted cash flow models used to value our buildings or our projections of land value change due to market conditions or other factors, our estimated fair values may be different and such differences could be material to our consolidated financial statements.
Sensitivity of Estimate to Change: While our methodology did not change in 2023, if our cash flow projections or our evaluation of qualitative factors change, based on market conditions or other factors, our evaluation of impairment losses may be different and such differences could be material to our consolidated financial statements.
Sensitivity of Estimate to Change: While our methodology did not change in 2024, if our cash flow projections or our evaluation of qualitative factors change, based on market conditions or other factors, our evaluation of impairment losses may be different and such differences could be material to our consolidated financial statements.
The costs of remediation or removal of these substances may be substantial and could exceed the value of the property, and the presence of these substances, or the failure to promptly remediate these substances, may adversely affect the owner's ability to sell or develop the real estate or to borrow using the real estate as collateral.
The costs of investigation, remediation or removal of these substances may be substantial and could exceed the value of the property, and the presence of these substances, or the failure to promptly remediate these substances, may adversely affect the owner's ability to sell, operate, or develop the real estate or to borrow using the real estate as collateral.
Environmental Matters Under various federal, state and local laws, ordinances and regulations, a current or former owner or operator of real estate may be liable for conducting or paying for the costs of the investigation, removal or remediation of certain hazardous or toxic substances on that real estate.
Environmental Matters Under various federal, state and local laws, ordinances and regulations, a current or former owner or operator of real estate may be liable for conducting or paying for the costs of the investigation, removal or remediation of certain hazardous or toxic substances or petroleum products on, under or from that real estate.
Impairment loss of $90.2 million in 2023 related to various commercial assets (2101 L Street, 2100 Crystal Drive and 2200 Crystal Drive) and a development parcel, which were written down to their estimated fair value. FFO FFO is a non-GAAP financial measure computed in accordance with the definition established by Nareit in the Nareit FFO White Paper - 2018 Restatement.
Impairment loss of $90.2 million in 2023 was related to 2101 L Street, 2100 Crystal Drive, 2200 Crystal Drive and a development parcel, which were written down to their estimated fair value. FFO FFO is a non-GAAP financial measure computed in accordance with the definition established by Nareit in the Nareit FFO White Paper - 2018 Restatement.
While there is judgment surrounding changes in designations, a property is removed 53 Table of Contents 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.
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.
Discussions of the year-to-year comparisons between 2022 and 2021 can be found in "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7 of Annual Report on Form 10-K for the year ended December 31, 2022 , filed with the SEC on February 21, 2023.
Discussions of the year-to-year comparisons between 2023 and 2022 can be found in "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7 of Annual Report on Form 10-K for the year ended December 31, 2023 , filed with the SEC on February 20, 2024.
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.
With respect to borrowings of our consolidated entities, we may 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 and stabilization of development projects.
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, and the liability may be joint and several.
These laws often impose such liability without regard to whether the owner knew of, or was responsible for, the presence or release of hazardous or toxic substances or petroleum products, and the liability may be joint and several.
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.
NOI and Same Store NOI NOI and same store NOI are non-GAAP financial measures management uses to assess an asset's performance. The most directly comparable GAAP measure is net income (loss) attributable to common shareholders.
The operations of current and former tenants at our assets have involved, or may have involved, the use of hazardous substances or generated hazardous wastes, and indemnities in our lease agreements may not fully protect us from liability, if, for example, a tenant responsible for environmental non­compliance or contamination becomes insolvent.
The operations of current and former tenants at our assets have involved, or may have involved, the presence or use of hazardous substances or petroleum products or the generation of hazardous wastes, and indemnities in our lease agreements may not fully protect us from liability, if, for example, a tenant responsible for environmental non­compliance or contamination becomes insolvent.
One-month term SOFR of 5.35% and daily SOFR of 5.38% was applied to loans, as applicable, which are variable (no hedge) or variable with an interest rate cap. Additionally, we assumed no additional borrowings on construction loans. (2) Excludes our proportionate share of unconsolidated real estate venture indebtedness. See additional information in Unconsolidated Real Estate Ventures section below.
One-month term SOFR of 4.33% and daily SOFR of 4.49% was applied to loans, as applicable, which are variable (no hedge) or variable with an interest rate cap. Additionally, we assumed no additional borrowings on construction loans. (2) Excludes our proportionate share of unconsolidated real estate venture indebtedness. See additional information in Unconsolidated Real Estate Ventures section below.
Also excludes committed tenant-related obligations totaling $46.8 million ($46.0 million related to our consolidated entities and $828,000 related to our unconsolidated real estate ventures at our share) as timing and amounts of payments are uncertain and may only be due upon satisfactory performance of certain conditions. See Commitments and Contingencies section below for additional information.
Also excludes committed tenant-related obligations totaling $43.8 million ($43.5 million related to our consolidated entities and $309,000 related to our unconsolidated real estate ventures at our share) as timing and amounts of payments are uncertain and may only be due upon satisfactory performance of certain conditions. See Commitments and Contingencies section below for additional information.
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.
We use NOI internally as a performance measure and believe NOI and same store NOI provide 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) 51 Table of Contents less operating expenses and ground rent for operating leases, if applicable.
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. To that end, we saw the delivery of two Placemaking projects, Water Park and Surreal, this year.
In keeping with our dedication to Placemaking, each new project is intended to contribute to an authentic and distinct neighborhood by creating a vibrant street environment with robust retail offerings and other amenities, including improved public spaces. To that end, we saw the delivery of two placemaking projects, Water Park and Surreal in 2023.
(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.
(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, but excluding the effect of percentage rent.
Soil, soil vapor 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.
Soil, soil vapor and/or groundwater subsurface testing is conducted at our assets, when necessary, to further investigate any 60 Table of Contents conditions identified by the initial assessment that could reasonably be expected to pose a material concern to the property or result in us incurring material environmental liabilities as a result of redevelopment.
As disclosed in Note 21 to the consolidated financial statements, environmental liabilities totaled $17.6 million and $18.0 million as of December 31, 2023 and 2022, and are included in "Other liabilities, net" in our consolidated balance sheets.
As disclosed in Note 21 to the consolidated financial statements, environmental liabilities totaled $17.5 million and $17.6 million as of December 31, 2024 and 2023, and are included in "Other liabilities, net" in our consolidated balance sheets.
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 have elected to be taxed as a REIT under sections 856-860 of the Code. Under those sections, a REIT which distributes at least 90% of its REIT taxable income as dividends to its shareholders each year and which meets certain other conditions will not be taxed on that portion of its taxable income which is distributed to its shareholders.
During the year ended December 31, 2023, we repurchased and retired 22.6 million common shares for $335.3 million, a weighted average purchase price per share of $14.83. During the year ended December 31, 2022, we repurchased and retired 14.2 million common shares for $361.0 million, a weighted average purchase price per share of $25.49.
During the year ended December 31, 2022, we repurchased and retired 14.2 million common shares for $361.0 million, a weighted average purchase price per share of $25.49.
The release of these hazardous substances and wastes could result in us incurring liabilities to remediate any resulting contamination.
The release of these hazardous substances and wastes and petroleum products could result in us incurring liabilities to investigate or remediate any resulting contamination.
Overview As of December 31, 2023, our Operating Portfolio consisted of 44 operating assets comprising 16 multifamily assets totaling 6,318 units (6,318 units at our share), 26 commercial assets totaling 8.3 million square feet (7.7 million square feet at our share) and two wholly owned land assets for which we are the ground lessor.
Overview As of December 31, 2024, our Operating Portfolio consisted of 38 operating assets comprising 16 multifamily assets totaling 6,781 units (6,781 units at our share), 20 commercial assets totaling 6.7 million square feet (6.3 million square feet at our share) and two wholly owned land assets for which we are the ground lessor.
In 2023, we sold an 80.0% interest in 4747 Bethesda Avenue to an unconsolidated real estate venture, and we sold Falkland Chase, 5 M Street Southwest, Crystal City Marriott and Capital Point-North-75 New York Avenue.
In 2024, we sold North End Retail, Fort Totten Square and 2101 L Street. In 2023, we sold an 80.0% interest in 4747 Bethesda Avenue to an unconsolidated real estate venture, and we sold Falkland Chase, 5 M Street Southwest, Crystal City Marriott and Capital Point-North-75 New York Avenue.
(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 3.33%, and the weighted average maturity date of the interest rate caps is March 2025. The interest rate cap strike is exclusive of the credit spreads associated with the mortgage loans.
(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 3.36%, and the weighted average maturity date of the interest rate caps is the first quarter of 2026. The interest rate cap strike is exclusive of the credit spreads associated with the mortgage loans.
Sensitivity of Estimate to Change: If the probability of collection changes, due to tenant creditworthiness, changes to tenant payment patterns or economic trends, our evaluation of collectability may be different and such differences could be material to our consolidated financial statements. Recent Accounting Pronouncements See Note 2 to the consolidated financial statements for a description of recent accounting pronouncements.
Sensitivity of Estimate to Change: If the probability of collection changes, due to tenant creditworthiness, changes to tenant payment patterns or economic trends, our evaluation of collectability may be different and such differences could be material to our consolidated financial statements.
This decrease resulted from $158.8 million of net cash used in financing activities and $98.2 million of net cash used in investing activities, partially offset by $183.4 million of net cash provided by operating activities. Our outstanding debt was $2.6 billion and $2.5 billion as of December 31, 2023 and 2022.
This decrease resulted from $290.8 million of net cash used in financing activities, partially offset by $144.2 million of net cash provided by investing activities and $129.4 million of net cash provided by operating activities. Our outstanding debt was $2.6 billion as of December 31, 2024 and 2023.
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.
NOI and same store NOI exclude deferred rent, commercial lease termination revenue, 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.
Management uses NOI, which includes our proportionate share of revenue and expenses attributable to real estate ventures, as a supplemental performance measure 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.
We expect to satisfy these requirements using one or more of the following: ● cash and cash equivalents — As of December 31, 2023, we had cash and cash equivalents of $164.8 million; ● cash flows from operations; ● distributions from real estate ventures; ● borrowing capacity under our current revolving credit facility — As of December 31, 2023, we had $687.5 million of availability under our revolving credit facility; ● proceeds from financings, asset sales and recapitalizations; and 59 Table of Contents ● proceeds from the issuance of securities.
We expect to satisfy these requirements using one or more of the following: ● cash and cash equivalents — As of December 31, 2024, we had cash and cash equivalents of $145.8 million; ● cash flows from operations; ● distributions from real estate ventures; ● borrowing capacity under our current revolving credit facility — As of December 31, 2024, we had $649.8 million of availability under our revolving credit facility; ● proceeds from financings, joint venture capital, asset sales and recapitalizations; and ● proceeds from the issuance of securities.
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.
We continue to implement our comprehensive plan to reposition our holdings in National Landing by executing a broad array of Placemaking strategies. Our Placemaking includes the delivery of new multifamily assets, the delivery of redeveloped and new office assets subject to demand therefor, amenity retail, and thoughtful improvements to the streetscape, sidewalks, parks and other outdoor gathering spaces.
Our significant accounting policies are fully described in Note 2 to the consolidated financial statements; however, the most critical accounting estimates, which involve the use of judgments as to future uncertainties and, therefore, may result in actual amounts that differ from estimates, are as follows: Asset Acquisitions Description: We account for asset acquisitions, which includes the consolidation of previously unconsolidated real estate ventures, at cost, including transaction costs, plus the fair value of any assumed debt.
We consider an accounting estimate to be critical if changes in the estimate could have a material impact on our consolidated results of operations or financial condition. 46 Table of Contents Our significant accounting policies are fully described in Note 2 to the consolidated financial statements; however, the most critical accounting estimates, which involve the use of judgments as to future uncertainties and, therefore, may result in actual amounts that differ from estimates, are as follows: Asset Acquisitions Description: We account for asset acquisitions, which includes the consolidation of previously unconsolidated real estate ventures, at cost, including transaction costs, plus the fair value of any assumed debt.
The decrease was primarily due to a $11.0 million decrease in property operating expense from our commercial assets and a $5.2 million decrease in other property operating expense, partially offset by a $10.2 million increase in property operating expense from our multifamily assets.
The increase was primarily due to a $4.0 million increase in property operating expense from our multifamily assets and a $1.7 million increase in other property operating expense, partially offset by a $3.1 million decrease in property operating expense from our commercial assets.
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 debt — As of December 31, 2023, we had $120.3 million on a consolidated basis and at our share related to a mortgage loan scheduled to mature in 2024; ● capital expenditures, including major renovations, tenant improvements and leasing costs — As of December 31, 2023, we had committed tenant-related obligations totaling $46.8 million ($46.0 million related to our consolidated entities and $828,000 related to our unconsolidated real estate ventures at our share); ● development expenditures — As of December 31, 2023, we had assets under construction that, based on our current plans and estimates, require an additional $177.1 million to complete, which we anticipate will be primarily expended over the next two years; ● dividends to shareholders and distributions to holders of OP Units and LTIP Units — on February 14, 2024, our Board of Trustees declared a quarterly dividend of $0.175 per common share; ● possible common share repurchases — during the first quarter of 2024, through the date of this filing, we repurchased and retired 2.7 million common shares for $45.4 million; and ● possible acquisitions of properties, either directly or indirectly through the acquisition of equity interests.
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 debt — As of December 31, 2024, we had maturities totaling $340.7 million ($307.7 million related to our consolidated entities and $33.0 million related to an unconsolidated real estate venture at our share) scheduled to mature in 2025; ● capital expenditures, including major renovations, tenant improvements and leasing costs — As of December 31, 2024, we had committed tenant-related obligations totaling $43.8 million ($43.5 million related to our consolidated entities and $309,000 related to our unconsolidated real estate ventures at our share); ● development expenditures — As of December 31, 2024, we had one asset under construction and started construction on a new amenity hub at 2011 Crystal Drive that, based on our current plans and estimates, require an additional $73.3 million to complete, which we anticipate will be primarily expended over the next year; ● dividends to shareholders and distributions to holders of OP Units and LTIP Units — On December 16, 2024, our Board of Trustees declared a quarterly dividend of $0.175 per common share that was paid on January 14, 2025; ● possible common share repurchases — During the first quarter of 2025, through February 14, 2025, we repurchased and retired 2.1 million common shares for $32.3 million; and ● possible acquisitions of properties, either directly or indirectly through the acquisition of equity interests.
Operating Results Highlights of operating results for the year ended December 31, 2023 included: ● net loss attributable to common shareholders of $80.0 million, or $0.78 per diluted common share, compared to net income attributable to common shareholders of $85.4 million, or $0.70 per diluted common share, for 2022; ● third-party real estate services revenue, including reimbursements, of $92.1 million compared to $89.0 million for 2022; ● operating multifamily portfolio leased and occupied percentages (1) at our share of 96.0% and 94.7% compared to 94.5% and 93.6% as of December 31, 2022; ● operating commercial portfolio leased and occupied percentages at our share of 86.3% and 84.9% compared to 88.5% and 85.1% as of December 31, 2022; ● the leasing of 927,000 square feet at our share, at an initial rent (2) of $47.14 per square foot and a GAAP-basis weighted average rent per square foot (3) of $45.52; and ● an increase in same store (4) NOI of 1.6% to $299.9 million compared to $295.0 million for 2022.
Operating Results Highlights of operating results for the year ended December 31, 2024 included: ● net loss attributable to common shareholders of $143.5 million, or $1.65 per diluted common share, compared to $80.0 million, or $0.78 per diluted common share, for 2023; ● third-party real estate services revenue, including reimbursements, of $69.5 million compared to $92.1 million for 2023; ● in-service operating multifamily portfolio leased and occupied percentages (1) at our share of 96.2% and 94.8% compared to 96.0% and 94.7% as of December 31, 2023; ● operating commercial portfolio leased and occupied percentages at our share of 78.6% and 76.5% compared to 86.3% and 84.9% as of December 31, 2023; ● the leasing of 614,000 square feet at our share, at an initial rent (2) of $46.79 per square foot and a GAAP-basis weighted average rent per square foot (3) of $47.53; and 45 Table of Contents ● an increase in same store (4) NOI of 1.3% to $267.7 million compared to $264.2 million for 2023.
These capital expenditures are generally due as the work is performed, and we expect to finance them with debt proceeds, proceeds from asset recapitalizations and sales, and available cash.
These capital expenditures are generally due as the work is performed, and we expect to finance them primarily with debt proceeds.
Liquidity and Capital Resources Property rental revenue 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.
The decrease was primarily due to lower compensation expenses. 54 Table of Contents Liquidity and Capital Resources Property rental revenue 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.
The following is a summary of amounts outstanding under the revolving credit facility and term loans: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Effective ​ December 31, ​ Interest Rate (1) 2023 2022 ​ ​ ​ ​ (In thousands) Revolving credit facility (2) (3) 6.83% ​ $ 62,000 ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ Tranche A-1 Term Loan (4) 2.70% ​ $ 200,000 ​ $ 200,000 Tranche A-2 Term Loan (5) 3.58% ​ 400,000 ​ 350,000 2023 Term Loan (6) ​ 5.31% ​ ​ 120,000 ​ ​ — Term loans ​ ​ 720,000 ​ 550,000 Unamortized deferred financing costs, net ​ ​ (2,828) ​ (2,928) Term loans, net ​ ​ ​ $ 717,172 ​ $ 547,072 (1) Effective interest rate as of December 31, 2023.
The following is a summary of amounts outstanding under the revolving credit facility and term loans: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Effective ​ December 31, ​ Interest Rate (1) 2024 2023 ​ ​ ​ ​ (In thousands) Revolving credit facility (2) (3) 5.98% ​ $ 85,000 ​ $ 62,000 ​ ​ ​ ​ ​ ​ ​ ​ ​ Tranche A-1 Term Loan (4) 5.34% ​ $ 200,000 ​ $ 200,000 Tranche A-2 Term Loan (5) 4.20% ​ 400,000 ​ 400,000 2023 Term Loan (6) ​ 5.41% ​ ​ 120,000 ​ ​ 120,000 Term loans ​ ​ 720,000 ​ 720,000 Unamortized deferred financing costs, net ​ ​ (2,147) ​ (2,828) Term loans, net ​ ​ ​ $ 717,853 ​ $ 717,172 (1) Effective interest rate as of December 31, 2024.
The interest rate for the revolving credit facility excludes a 0.15% facility fee. (2) As of December 31, 2023, daily SOFR was 5.38%. As of December 31, 2023 and 2022, letters of credit with an aggregate face amount of $467,000 were outstanding under our revolving credit facility. In February 2024, we repaid all amounts outstanding under our revolving credit facility.
The interest rate for the revolving credit facility excludes a 0.20% and 0.15% facility fee as of December 31, 2024 and 2023. (2) As of December 31, 2024, daily SOFR was 4.49%. As of December 31, 2024 and 2023, letters of credit with an aggregate face amount of $15.2 million and $467,000 were outstanding under our revolving credit facility.
Summary of Cash Flows The following summary discussion of our cash flows is based on our consolidated statements of cash flows and is not meant to be an all-inclusive discussion of the changes in our cash flows: ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2023 2022 ​ ​ (In thousands) Net cash provided by operating activities ​ $ 183,372 ​ $ 178,037 Net cash (used in) provided by investing activities ​ (98,179) ​ 524,021 Net cash used in financing activities ​ (158,825) ​ (730,080) ​ Cash Flows for the Year Ended December 31, 2023 Cash and cash equivalents, and restricted cash decreased $73.6 million to $200.4 million as of December 31, 2023, compared to $274.1 million as of December 31, 2022.
Summary of Cash Flows The following summary discussion of our cash flows is based on our consolidated statements of cash flows and is not meant to be an all-inclusive discussion of the changes in our cash flows: ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2024 2023 ​ ​ (In thousands) Net cash provided by operating activities ​ $ 129,393 ​ $ 183,372 Net cash provided by (used in) investing activities ​ 144,155 ​ (98,179) Net cash used in financing activities ​ (290,797) ​ (158,825) ​ Cash Flows for the Year Ended December 31, 2024 Cash and cash equivalents, and restricted cash decreased $17.2 million to $183.2 million as of December 31, 2024, compared to $200.4 million as of December 31, 2023.
Under the asset and liability method, deferred income taxes arise from temporary differences between the tax basis of assets and liabilities and their reported amounts in the consolidated financial statements, which will result in taxable or deductible amounts in the future.
Under the asset and liability method, deferred income taxes arise from temporary differences between the tax basis of assets and liabilities and their reported amounts in the consolidated financial statements, which will result in taxable or deductible amounts in the future. Our three operating and reportable segments are multifamily, commercial and third-party real estate services.
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 by $4.8 million, or 1.6%, to $299.9 million for the year ended December 31, 2023 from $295.0 million for the year ended December 31, 2022.
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 by $3.5 million, or 1.3%, to $267.7 million for the year ended December 31, 2024 from $264.2 million for the year ended December 31, 2023.
An investment in a real estate venture is considered impaired if we determine that its fair value is less than the net carrying value of the investment in that real estate venture on an other-than-temporary basis.
Judgments and Uncertainties: On a periodic basis, we evaluate our investments in unconsolidated real estate ventures for impairment. An investment in a real estate venture is considered impaired if we determine that its fair value is less than the net carrying value of the investment in that real estate venture on an other-than-temporary basis.
(6) As of December 31, 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. 58 Table of Contents 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.
(6) As of December 31, 2024, the interest rate swap fixed SOFR at an interest rate of 4.01% through the maturity date. Common Shares Repurchased Our Board of Trustees previously authorized the repurchase of up to $1.5 billion of our outstanding common shares. In February 2025, our Board of Trustees increased our common share repurchase authorization to $2.0 billion.
Real estate taxes expense decreased by $4.5 million, or 7.2%, to $57.7 million in 2023 from $62.2 million in 2022. The decrease was primarily due to a $5.8 million decrease related to the Disposed Properties and lower assessments across the portfolio, partially offset by a $2.1 million increase related to the consolidation of Atlantic Plumbing and 8001 Woodmont.
Real estate taxes expense decreased by $5.1 million, or 8.8%, to $52.6 million in 2024 from $57.7 million in 2023. The decrease was primarily due to a $5.3 million decrease related to the Disposed Properties and lower assessments across the portfolio, partially offset by a $2.7 million increase related to The Grace and Reva.
As of December 31, 2023 and 2022, the net carrying value of real estate collateralizing our mortgage loans totaled $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.
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.
Net cash provided by operating activities of $183.4 million primarily comprised: (i) $185.2 million of net income (before $356.2 million of non-cash items and $79.3 million of gain on the sale of real estate), (ii) $20.7 million of return on capital from unconsolidated real estate ventures and (iii) $22.5 million of net change in operating assets and liabilities.
Net cash provided by operating activities of $129.4 million primarily comprised: (i) $118.1 million of net income (before $293.1 million of non-cash items and $2.8 million of loss on the sale of real estate), (ii) $1.9 million of return on capital from unconsolidated real estate ventures and (iii) $9.4 million of net change in operating assets and liabilities.
Additionally, we have two under-construction multifamily assets with 1,583 units (1,583 units at our share) and 17 assets in the development pipeline totaling 10.8 million square feet (8.8 million square feet at our share) of estimated potential development density.
Additionally, we have one under-construction multifamily asset with 775 units (775 units at our share) and 19 assets in our development pipeline totaling 11.0 million square feet (8.9 million square feet at our share) of estimated potential development density.
(3) As of December 31, 2023 and 2022, excludes net deferred financing costs related to our revolving credit facility of $10.2 million and $3.3 million that were included in "Other assets, net" in our consolidated balance sheets. (4) As of December 31, 2023, the interest rate swaps fix SOFR at a weighted average interest rate of 1.46%.
(3) As of December 31, 2024 and 2023, excludes $7.3 million and $10.2 million of net deferred financing costs related to our revolving credit facility that were included in "Other assets, net" in our consolidated balance sheets.
FFO may not be comparable to similarly titled measures used by other companies. 52 Table of Contents The following is the reconciliation of net income (loss) attributable to common shareholders, the most directly comparable GAAP measure, to FFO: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2023 2022 ​ 2021 ​ (In thousands) Net income (loss) attributable to common shareholders ​ $ (79,978) ​ $ 85,371 ​ $ (79,257) Net income (loss) attributable to redeemable noncontrolling interests ​ (10,596) ​ 13,244 ​ (8,728) Net income (loss) attributable to noncontrolling interests ​ (1,135) ​ 371 ​ (1,740) Net income (loss) ​ (91,709) ​ 98,986 ​ (89,725) Gain on the sale of real estate, net of tax ​ (79,335) ​ (158,769) ​ (11,290) Gain on the sale of unconsolidated real estate assets ​ (411) ​ (6,797) ​ (28,326) Real estate depreciation and amortization ​ 203,269 ​ 204,752 ​ 227,424 Real estate impairment loss, net of tax ​ ​ 90,226 ​ ​ — ​ ​ 24,301 Impairment related to unconsolidated real estate ventures (1) ​ 28,598 ​ 19,286 ​ ​ 25,263 Pro rata share of real estate depreciation and amortization from unconsolidated real estate ventures ​ 11,545 ​ 21,169 ​ 28,216 FFO attributable to noncontrolling interests ​ 1,024 ​ (735) ​ 1,522 FFO attributable to OP Units ​ 163,207 ​ 177,892 ​ 177,385 FFO attributable to redeemable noncontrolling interests ​ (22,820) ​ (21,846) ​ (18,034) FFO attributable to common shareholders ​ $ 140,387 ​ $ 156,046 ​ $ 159,351 (1) Related to decreases in the value of the underlying real estate assets.
The following is the reconciliation of net income (loss) attributable to common shareholders, the most directly comparable GAAP measure, to FFO: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2024 2023 ​ 2022 ​ (In thousands) Net income (loss) attributable to common shareholders $ (143,526) ​ $ (79,978) ​ $ 85,371 Net income (loss) attributable to redeemable noncontrolling interests (22,202) ​ (10,596) ​ 13,244 Net income (loss) attributable to noncontrolling interests (12,025) ​ (1,135) ​ 371 Net income (loss) (177,753) ​ (91,709) ​ 98,986 (Gain) loss on the sale of real estate, net of tax 1,541 ​ (79,335) ​ (158,769) Gain on the sale of unconsolidated real estate assets (480) ​ (411) ​ (6,797) Real estate depreciation and amortization 201,510 ​ 203,269 ​ 204,752 Real estate impairment loss ​ 37,191 ​ ​ 90,226 ​ ​ — Impairment related to unconsolidated real estate ventures (1) — ​ 28,598 ​ ​ 19,286 Pro rata share of real estate depreciation and amortization from unconsolidated real estate ventures 3,978 ​ 11,545 ​ 21,169 FFO attributable to noncontrolling interests — ​ 1,024 ​ (735) FFO attributable to OP Units 65,987 ​ 163,207 ​ 177,892 FFO attributable to redeemable noncontrolling interests (10,361) ​ (22,820) ​ (21,846) FFO attributable to common shareholders $ 55,626 ​ $ 140,387 ​ $ 156,046 (1) Related to decreases in the value of the underlying real estate assets.
(3) Includes the results of our under-construction assets and assets in the development pipeline. 54 Table of Contents (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 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. (6) Includes the results of the properties that are owned, operated and in-service for the entirety of both periods being compared.
To the extent we arrange for contaminated materials to be sent to other locations for treatment or disposal, we may be liable for the cleanup of those sites if they become contaminated, without regard to whether we complied with environmental laws in doing so. 62 Table of Contents Most of our assets have been subject, at some point, to environmental assessments that are intended to evaluate the environmental condition of the subject and surrounding assets.
To the extent we arrange for contaminated materials to be sent to other locations for treatment or disposal, we may be liable for the cleanup of those sites if they become contaminated, without regard to whether we complied with environmental laws in doing so.
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.
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%.
Depreciation and amortization expense decreased by $3.6 million, or 1.7%, to $210.2 million in 2023 from $213.8 million in 2022.
Depreciation and amortization expense decreased by $2.0 million, or 1.0%, to $208.2 million in 2024 from $210.2 million in 2023.
As of December 31, 2023, we had additional capital commitments and certain recorded guarantees to our unconsolidated real estate ventures and other investments totaling $61.3 million. As of December 31, 2023, we had no principal payment guarantees related to our unconsolidated real estate ventures.
As of December 31, 2024, we had no principal payment guarantees related to our unconsolidated real estate ventures. As of December 31, 2024, we had additional capital commitments totaling $9.6 million related to our investments in real estate-focused technology companies.
The decrease in revenue from our commercial assets was primarily due to a $31.2 million decrease related to the Disposed Properties, and lower occupancy and rents across the portfolio.
The decrease in revenue from our commercial assets was primarily due to a $17.9 million decrease related to assets taken out of service during 2024, an $8.1 million decrease related to the Disposed Properties and lower occupancy across the portfolio.
Comparison of the Year Ended December 31, 2023 to 2022 The following summarizes certain line items from our consolidated statements of operations that we believe are important in understanding our operations and/or those items which significantly changed in the year ended December 31, 2023 compared to the same period in 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2023 2022 % Change ​ (Dollars in thousands) Property rental revenue ​ $ 483,159 ​ $ 491,738 (1.7) % Third-party real estate services revenue, including reimbursements ​ 92,051 ​ 89,022 3.4 % Depreciation and amortization expense ​ 210,195 ​ 213,771 (1.7) % Property operating expense ​ 144,049 ​ 150,004 (4.0) % Real estate taxes expense ​ 57,668 ​ 62,167 (7.2) % General and administrative expense: ​ ​ ​ ​ ​ ​ ​ ​ ​ Corporate and other ​ 54,838 ​ 58,280 (5.9) % Third-party real estate services ​ 88,948 ​ 94,529 (5.9) % Share-based compensation related to Formation Transaction and special equity awards ​ 549 ​ 5,391 (89.8) % Loss from unconsolidated real estate ventures, net ​ 26,999 ​ 17,429 54.9 % Interest and other income, net ​ 15,781 ​ 18,617 (15.2) % Interest expense ​ 108,660 ​ 75,930 43.1 % Gain on the sale of real estate, net ​ 79,335 ​ 161,894 (51.0) % Impairment loss ​ ​ 90,226 ​ ​ — ​ * ​ * Not meaningful.
Comparison of the Year Ended December 31, 2024 to 2023 The following summarizes certain line items from our consolidated statements of operations that we believe are important in understanding our operations and/or those items which significantly changed in the year ended December 31, 2024 compared to the same period in 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2024 2023 % Change ​ (Dollars in thousands) Property rental revenue ​ $ 456,950 ​ $ 483,159 (5.4) % Third-party real estate services revenue, including reimbursements ​ 69,465 ​ 92,051 (24.5) % Depreciation and amortization expense ​ 208,180 ​ 210,195 (1.0) % Property operating expense ​ 146,609 ​ 144,049 1.8 % Real estate taxes expense ​ 52,606 ​ 57,668 (8.8) % General and administrative expense: ​ ​ ​ ​ ​ ​ ​ ​ ​ Corporate and other ​ 58,790 ​ 54,838 7.2 % Third-party real estate services ​ 74,264 ​ 88,948 (16.5) % Loss from unconsolidated real estate ventures, net ​ 7,122 ​ 26,999 (73.6) % Interest and other income, net ​ 11,598 ​ 15,781 (26.5) % Interest expense ​ 134,068 ​ 108,660 23.4 % Gain (loss) on the sale of real estate, net ​ (2,753) ​ 79,335 (103.5) % Gain (loss) on extinguishment of debt ​ ​ 9,235 ​ ​ (450) ​ * ​ Impairment loss ​ ​ 55,427 ​ ​ 90,226 ​ (38.6) % * Not meaningful.
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.
While we do not believe that these proceedings will have a material adverse effect on our financial condition, we cannot give assurance that the proceedings will not have a material effect on our results of operations or cash flows in the event of a negative outcome. There are various other legal actions arising in the ordinary course of business.
General and administrative expense: corporate and other decreased by $3.4 million, or 5.9%, to $54.8 million in 2023 from $58.3 million in 2022. The decrease was primarily due to lower compensation expense resulting from lower headcount, partially offset by a decrease in capitalized payroll.
General and administrative expense: corporate and other increased by $4.0 million, or 7.2%, to $58.8 million in 2024 from $54.8 million in 2023. The increase was primarily due to higher compensation expenses and a decrease in capitalized payroll.
Clark Street and 1215 S. Clark Street. As of December 31, 2023 and 2022, we had various interest rate swap and cap agreements on certain of our mortgage loans with an aggregate notional value of $1.7 billion and $1.3 billion. See Note 19 to the consolidated financial statements for additional information.
As of December 31, 2024 and 2023, we had various interest rate swap and cap agreements on certain of our mortgage loans with an aggregate notional value of $1.4 billion and $1.7 billion.
Approximately 75.0% of our holdings are in the National Landing submarket in Northern Virginia, which is anchored by four key demand drivers: Amazon's new headquarters; Virginia Tech's under-construction $1 billion Innovation Campus; the submarket’s proximity to the Pentagon; and our deployment of 5G digital infrastructure.
Approximately 75.0% of our holdings are in the National Landing submarket in Northern Virginia, which is anchored by four key demand drivers: Amazon's headquarters; Virginia Tech's $1 billion Innovation Campus; proximity to the Pentagon; and our placemaking initiatives and public infrastructure improvements. In addition, our third- 43 Table of Contents party real estate services business provides fee-based real estate services.
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.
We have the option to increase the $750.0 million revolving credit facility or add term loans up to $500.0 million. The revolving credit facility has two six-month extension options, and the Tranche A-1 Term Loan has one remaining one-year extension option.
We were organized for the purpose of receiving, via the spin-off on July 17, 2017, substantially all the assets and liabilities of Vornado's Washington, D.C. segment. On July 18, 2017, we acquired the management business and certain assets and liabilities of JBG. We have elected to be taxed as a REIT under sections 856-860 of the Code.
Substantially all our assets are held by, and our operations are conducted through, JBG SMITH LP. We were organized for the purpose of receiving, via the spin-off on July 17, 2017, substantially all the assets and liabilities of Vornado's Washington, D.C. segment. On July 18, 2017, we acquired the management business and certain assets and liabilities of JBG.
During the first quarter of 2024, through the date of this filing, we repurchased and retired 2.7 million common shares for $45.4 million, a weighted average purchase price per share of $16.52, pursuant to a repurchase plan under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.
Since we began the share repurchase program through December 31, 2024, we have repurchased and retired 56.8 million common shares for $1.1 billion, a weighted average purchase price per share of $19.87. 56 Table of Contents During the first quarter of 2025, through February 14, 2025, we repurchased and retired 2.1 million common shares for $32.3 million, a weighted average purchase price per share of $15.15, pursuant to a repurchase plan under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.
Estimates of future cash flows are based on our current plans, anticipated holding periods and available market information at the time the analyses are prepared. An impairment loss is recognized if the carrying amount of the asset is not recoverable and is measured based on the excess of the property's carrying amount over its estimated fair value.
An impairment loss is recognized if the carrying amount of the asset is not recoverable and is measured based on the excess of the property's carrying amount over its estimated fair value.
Results of Operations The following section discusses certain line items from our consolidated statements of operations and the year-to-year comparisons between 2023 and 2022.
Recent Accounting Pronouncements See Note 2 to the consolidated financial statements for a description of recent accounting pronouncements. 48 Table of Contents Results of Operations The following section discusses certain line items from our consolidated statements of operations and the year-to-year comparisons between 2024 and 2023.
Property rental revenue decreased by $8.6 million, or 1.7%, to $483.2 million in 2023 from $491.7 million in 2022. The decrease was primarily due to a $39.1 million decrease in revenue from our commercial assets, partially offset by a $26.6 50 Table of Contents million increase in revenue from our multifamily assets and a $3.9 million increase in other revenue.
Property rental revenue decreased by $26.2 million, or 5.4%, to $457.0 million in 2024 from $483.2 million in 2023. The decrease was primarily due to a $35.7 million decrease in revenue from our commercial assets, partially offset by a $10.2 million increase in revenue from our multifamily assets.
Third-party real estate services revenue, including reimbursements, increased by $3.0 million, or 3.4%, to $92.1 million in 2023 from $89.0 million in 2022.
Third-party real estate services revenue, including reimbursements, decreased by $22.6 million, or 24.5%, to $69.5 million in 2024 from $92.1 million in 2023.
General and administrative expense: third-party real estate services decreased by $5.6 million, or 5.9%, to $88.9 million in 2023 from $94.5 million in 2022. The decrease was primarily due to lower compensation expense resulting from lower headcount, partially offset by an increase in third-party reimbursable expenses.
General and administrative expense: third-party real estate services decreased by $14.7 million, or 16.5%, to $74.3 million in 2024 from $88.9 million in 2023. The decrease was primarily due to lower compensation expenses and lower third-party reimbursable expenses. Loss from unconsolidated real estate ventures decreased by $19.9 million, or 73.6%, to $7.1 million for 2024 from $27.0 million in 2023.
Property operating expense decreased by $6.0 million, or 4.0%, to $144.0 million in 2023 from $150.0 million in 2022.
Property operating expense increased by $2.6 million, or 1.8%, to $146.6 million in 2024 from $144.0 million in 2023.
(3) We have operating lease right-of-use assets and lease liabilities associated with various ground leases for which we are the lessee in our consolidated balance sheet. See Note 21 to the consolidated financial statements for additional information. (4) Excludes obligations related to construction or development contracts totaling $177.1 million since payments are only due upon satisfactory performance under the contracts.
(3) We have operating lease right-of-use assets and lease liabilities associated with our corporate office lease and a ground lease for which we are the lessee in our consolidated balance sheet. See Note 21 to the consolidated financial statements for additional information.
Property rental revenue includes base rent each tenant pays in accordance with the terms of its respective lease and is reported on a straight-line basis over the non-cancellable term of the lease, which includes the effects of periodic step-ups in rent and rent abatements under the lease. 49 Table of Contents Judgments and Uncertainties: We periodically evaluate the collectability of amounts due from tenants and recognize an adjustment to property rental revenue for accounts receivable and deferred rent receivable if we conclude it is not probable we will collect the remaining lease payments under the lease agreements.
Judgments and Uncertainties: We periodically evaluate the collectability of amounts due from tenants and recognize an adjustment to property rental revenue for accounts receivable and deferred rent receivable if we conclude it is not probable, we will collect the remaining lease payments under the lease agreements.
Non-cash income adjustments of $356.2 million primarily include depreciation and amortization expense, impairment loss, share-based compensation expense, loss from unconsolidated real estate ventures, deferred rent and other non-cash items.
Non-cash income adjustments of $293.1 million primarily include depreciation and amortization expense, impairment loss, share-based compensation expense, deferred rent and gain on extinguishment of debt.
Our multifamily portfolio occupancy as of December 31, 2023 increased by 110 basis points compared to December 31, 2022. For fourth quarter lease expirations, we increased effective rents, which represent the average change in rental rates versus expiring rental rates net of concessions, by 7.0% upon renewal while achieving a 56.0% renewal rate across our portfolio.
During the fourth quarter of 2024, we increased effective rents, which represent the average change in rental rates versus expiring rental rates net of concessions, by 0.8% for new leases and 4.6% upon renewal while achieving a 60.0% renewal rate across our portfolio.
See Note 10 to the consolidated 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 5 to the consolidated financial statements for additional information; ● net borrowings of $23.0 million under our revolving credit facility; ● the refinancing of the mortgage loan collateralized by The Grace and Reva. See Note 10 to the consolidated financial statements for additional information; ● the repayment of mortgage loans totaling $204.2 million.
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 December 31, 2023, we have investments in unconsolidated real estate ventures totaling $264.3 million.
From time to time, we may have off-balance-sheet unconsolidated real estate ventures and other unconsolidated arrangements with varying structures. 58 Table of Contents As of December 31, 2024, we have investments in unconsolidated real estate ventures totaling $93.7 million.
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.
We evaluate development, 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 (which may be multifamily, commercial and/or retail assets) as well as land sites where a ground lease or joint venture execution may represent the most attractive path to maximizing value.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeThe interest rate for the revolving credit facility excludes a 0.15% facility fee. In February 2024, we repaid all amounts outstanding under our revolving credit facility. (4) As of December 31, 2023 and 2022, the outstanding balance was fixed by interest rate swap agreements.
Biggest change(2) Includes variable rate mortgage loans with interest rates fixed by interest rate swap agreements. 61 Table of Contents (3) As of December 31, 2024, daily SOFR was 4.49%. The interest rate for the revolving credit facility excludes a 0.20% and 0.15% facility fee as of December 31, 2024 and 2023.
Non-Designated Derivatives Certain derivative financial instruments, consisting of interest rate cap agreements, do not meet the accounting requirements to be classified as hedging instruments. These derivatives are carried at their estimated fair value on a recurring basis with realized and unrealized gains recorded in "Interest expense" in our consolidated statements of operations.
Non-Designated Derivatives Certain derivative financial instruments, consisting of interest rate cap agreements, do not meet the accounting requirements to be classified as hedging instruments. These derivatives are carried at their estimated fair value on a recurring basis with realized and unrealized gains (losses) recorded in "Interest expense" in our consolidated statements of operations.
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 December 31, 2023 and 2022, the estimated fair value of our consolidated debt was $2.5 billion and $2.4 billion.
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 December 31, 2024 and 2023, the estimated fair value of our consolidated debt was $2.6 billion and $2.5 billion.
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 December 31, 2023 and 2022, we had interest rate swap and cap agreements with an aggregate notional value of $2.2 billion and $1.4 billion, which were designated as effective hedges.
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 December 31, 2024 and 2023, we had interest rate swap and cap agreements with an aggregate notional value of $2.0 billion and $2.2 billion, which were designated as effective hedges.
As of December 31, 2023 and 2022, we had various interest rate cap agreements with an aggregate notional value of $642.7 million and $711.8 million, which were non-designated derivatives.
As of December 31, 2024 and 2023, we had various interest rate cap agreements with an aggregate notional value of $167.5 million and $642.7 million, which were non-designated derivatives.
The fair value of our interest rate cap agreements which were non-designated derivatives consisted of assets totaling $6.7 million and $8.1 million as of December 31, 2023 and 2022, included in "Other assets, net" in our consolidated balance sheets, and liabilities totaling $6.5 million as of December 31, 2023, included in "Other liabilities, net" in our consolidated balance sheet. ​ ​ 64 Table of Contents
The fair value of our interest rate cap agreements which were non-designated derivatives consisted of assets totaling $2.3 million and $6.7 million as of December 31, 2024 and 2023, included in "Other assets, net" in our consolidated balance sheets, and liabilities totaling $2.3 million and $6.5 million as of December 31, 2024 and 2023, included in "Other liabilities, net" in our consolidated balance sheets. ​ ​ 62 Table of Contents
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.
See Note 10 to the consolidated financial statements for additional information. 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 interest rate swaps and caps designated as effective hedges consisted of assets totaling $35.6 million and $53.5 million as of December 31, 2023 and 2022 included in "Other assets, net" in our consolidated balance sheets, and liabilities totaling $7.9 million as of December 31, 2023 included in "Other liabilities, net" in our consolidated balance sheet.
The fair value of our interest rate swaps and caps designated as effective hedges consisted of assets totaling $23.4 million and $35.6 million as of December 31, 2024 and 2023 included in "Other assets, net" in our consolidated balance sheets, and liabilities totaling $90,000 and $7.9 million as of December 31, 2024 and 2023 included in "Other liabilities, net" in our consolidated balance sheets.
The following is a summary of our exposure to a change in interest rates: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 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) ​ $ 608,582 ​ 6.25% ​ ​ $ 1,445 ​ $ 892,268 5.21% ​ Fixed rate (2) ​ 1,189,643 ​ 4.78% ​ ​ — ​ 1,009,607 4.44% ​ ​ ​ $ 1,798,225 ​ ​ ​ ​ ​ $ 1,445 ​ $ 1,901,875 ​ ​ ​ Revolving credit facility and term loans: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Revolving credit facility (3) ​ $ 62,000 ​ 6.83% ​ ​ $ 629 ​ $ — 5.51% ​ Tranche A-1 Term Loan (4) ​ 200,000 ​ 2.70% ​ ​ — ​ 200,000 2.61% ​ Tranche A-2 Term Loan (4) ​ 400,000 ​ 3.58% ​ ​ — ​ 350,000 3.40% ​ 2023 Term Loan (5) ​ ​ 120,000 ​ ​ 5.31% ​ ​ ​ — ​ ​ — ​ — ​ ​ ​ $ 782,000 ​ ​ ​ ​ ​ $ 629 ​ $ 550,000 ​ ​ ​ Pro rata share of debt of unconsolidated real estate ventures (contractual balances): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Variable rate (1) ​ $ 35,000 ​ 5.00% ​ ​ $ — ​ $ 22,065 6.45% ​ Fixed rate (2) ​ 33,000 ​ 4.13% ​ ​ — ​ 33,000 4.13% ​ ​ ​ $ 68,000 ​ ​ ​ ​ ​ $ — ​ $ 55,065 ​ ​ ​ (1) Includes variable rate mortgage loans with interest rate cap agreements.
The following is a summary of our exposure to a change in interest rates: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2024 ​ December 31, 2023 ​ ​ ​ 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) ​ $ 587,254 ​ 5.58% ​ ​ $ 3,749 ​ $ 608,582 6.25% ​ Fixed rate (2) ​ 1,196,479 ​ 4.79% ​ ​ — ​ 1,189,643 4.78% ​ ​ ​ $ 1,783,733 ​ ​ ​ ​ ​ $ 3,749 ​ $ 1,798,225 ​ ​ ​ Revolving credit facility and term loans: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Revolving credit facility (3) ​ $ 85,000 ​ 5.98% ​ ​ $ 862 ​ $ 62,000 6.83% ​ Tranche A-1 Term Loan (4) ​ 200,000 ​ 5.34% ​ ​ — ​ 200,000 2.70% ​ Tranche A-2 Term Loan (4) ​ 400,000 ​ 4.20% ​ ​ — ​ 400,000 3.58% ​ 2023 Term Loan (4) ​ ​ 120,000 ​ ​ 5.41% ​ ​ ​ — ​ ​ 120,000 ​ 5.31% ​ ​ ​ $ 805,000 ​ ​ ​ ​ ​ $ 862 ​ $ 782,000 ​ ​ ​ Pro rata share of debt of unconsolidated real estate ventures (contractual balances): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Variable rate (1) ​ $ 35,000 ​ 5.68% ​ ​ $ 355 ​ $ 35,000 5.00% ​ Fixed rate (2) ​ 33,000 ​ 4.13% ​ ​ — ​ 33,000 4.13% ​ ​ ​ $ 68,000 ​ ​ ​ ​ ​ $ 355 ​ $ 68,000 ​ ​ ​ (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 3.33%, and the weighted average maturity date of the interest rate caps is March 2025. The interest rate cap strike is exclusive of the credit spreads associated with the mortgage loans. As of December 31, 2023, one-month term SOFR was 5.35%.
For mortgage loans with interest rate caps, the weighted average interest rate cap strike was 3.36%, and the weighted average maturity date of the interest rate caps is the first quarter of 2026. The interest rate cap strike is exclusive of the credit spreads associated with the mortgage loans.
As of December 31, 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 10 to the consolidated financial statements for additional information.
(4) As of December 31, 2024, the outstanding balance was fixed by interest rate swap agreements. As of December 31, 2024, the interest rate swaps fix SOFR at a weighted average interest rate of 4.00% for the Tranche A-1 Term Loan, 2.81% for the Tranche A-2 Term Loan and 4.01% for the 2023 Term Loan.
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 mortgage loans with interest rates fixed by interest rate swap agreements. 63 Table of Contents (3) As of December 31, 2023, daily SOFR was 5.38%.
As of December 31, 2024, one-month term SOFR was 4.33% and the 30-day average SOFR was 4.53%. The impact of these interest rate caps is reflected in our calculation of the annual effect of a 1% change in base rates, as applicable.
Removed
(5) As of December 31, 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.

Other JBGS 10-K year-over-year comparisons