JBG SMITH Properties (JBGS)

CIK: 0001689796. SIC: 6798 Real Estate Investment Trusts. Latest 10-K as of: 2026-02-17.

SIC breadcrumb: Finance, Insurance, And Real Estate > Holding And Other Investment Offices > SIC 6798 Real Estate Investment Trusts

SEC company page: https://www.sec.gov/edgar/browse/?CIK=1689796. Latest filing source: 0001104659-26-016450.

Selected Fundamentals

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-17. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001689796.json. Derived margins are computed from the extracted annual SEC facts.

Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Missing metrics are omitted rather than fabricated.

Financial Charts

Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-05. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001689796.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

Quarterly Charts

Macro Cross-References

• CPIAUCSL - Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
• UNRATE - Unemployment Rate
• FEDFUNDS - Federal Funds Effective Rate
• CES0500000003 - Average Hourly Earnings of All Employees, Total Private
• DFEDTARU - Federal Funds Target Range - Upper Limit
• DFEDTARL - Federal Funds Target Range - Lower Limit
• DGS3MO - Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
• DGS2 - Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
• DGS10 - Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
• DGS30 - Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
• T10Y2Y - 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
• CPILFESL - Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
• CPIUFDSL - Consumer Price Index for All Urban Consumers: Food
• CPIENGSL - Consumer Price Index for All Urban Consumers: Energy
• CUSR0000SAH1 - Consumer Price Index for All Urban Consumers: Shelter
• PCEPI - Personal Consumption Expenditures: Chain-type Price Index
• PCEPILFE - Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
• PPIACO - Producer Price Index by Commodity: All Commodities
• T10YIE - 10-Year Breakeven Inflation Rate
• U6RATE - Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
• PAYEMS - All Employees, Total Nonfarm
• CIVPART - Labor Force Participation Rate
• EMRATIO - Employment-Population Ratio
• UNEMPLOY - Unemployed
• CE16OV - Employment Level
• ICSA - Initial Claims
• JTSJOL - Job Openings: Total Nonfarm
• JTSQUR - Quits: Total Nonfarm
• GDPC1 - Real Gross Domestic Product
• A191RL1Q225SBEA - Real Gross Domestic Product: Percent Change from Preceding Period
• INDPRO - Industrial Production: Total Index
• TCU - Capacity Utilization: Total Index
• HOUST - New Privately-Owned Housing Units Started: Total Units
• PERMIT - New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
• RSAFS - Advance Retail Sales: Retail Trade
• PCE - Personal Consumption Expenditures
• DSPIC96 - Real Disposable Personal Income
• PSAVERT - Personal Saving Rate
• M2SL - M2
• BOPGSTB - U.S. International Trade in Goods and Services: Balance
• MSPUS - Median Sales Price of Houses Sold for the United States
• HSN1F - New One Family Houses Sold: United States
• RHORUSQ156N - Homeownership Rate in the United States
• TTLCONS - Total Construction Spending: Total Construction in the United States
• RRVRUSQ156N - Rental Vacancy Rate in the United States
• TOTALSL - Total Consumer Credit Owned and Securitized
• REVOLSL - Revolving Consumer Credit Owned and Securitized
• DRCCLACBS - Delinquency Rate on Credit Card Loans, All Commercial Banks
• GDP - Gross Domestic Product
• GPDI - Gross Private Domestic Investment
• GCE - Government Consumption Expenditures and Gross Investment
• PCEC - Personal Consumption Expenditures
• NETEXP - Net Exports of Goods and Services
• GFDEBTN - Federal Debt: Total Public Debt
• GFDEGDQ188S - Federal Debt: Total Public Debt as Percent of Gross Domestic Product
• FYFSD - Federal Surplus or Deficit
• FGRECPT - Federal Government Current Receipts
• FGEXPND - Federal Government: Current Expenditures
• MANEMP - All Employees, Manufacturing
• USCONS - All Employees, Construction
• USTRADE - All Employees, Retail Trade
• USFIRE - All Employees, Financial Activities
• USGOVT - All Employees, Government
• AWHAETP - Average Weekly Hours of All Employees, Total Private
• DGORDER - Manufacturers' New Orders: Durable Goods
• NEWORDER - Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
• BUSINV - Total Business Inventories
• EXPGS - Exports of Goods and Services
• IMPGS - Imports of Goods and Services
• IR - Import Price Index (End Use): All Commodities
• PPIFIS - Producer Price Index by Commodity: Final Demand

Latest quarter (10-Q)

Latest 10-Q source: 0001104659-26-055649.

Extracted between Part I Item 2 and the next Item 3/4 or Part II heading after HTML sanitization. Confidence: high. Filing date: 2026-05-05. Report date: 2026-03-31.

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

Certain statements contained herein constitute forward-looking statements as such term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are not guarantees of future performance. They represent our intentions, plans, expectations and beliefs and are subject to numerous assumptions, risks and uncertainties. Our future results, financial condition and business may differ materially from those expressed in these forward-looking statements. You can find many of these statements by looking for words such as "approximates," "believes," "expects," "anticipates," "estimates," "intends," "plans," "would," "may" or other similar expressions in this Quarterly Report on Form 10-Q. Many of the factors that will determine the outcome of these, and our other forward-looking statements are beyond our ability to control or predict. For further discussion of factors that could materially affect the outcome of our forward-looking statements, see "Risk Factors" in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the Securities and Exchange Commission on February 17, 2026 ("Annual Report") and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in this Quarterly Report on Form 10-Q and our Annual Report.

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

Organization and Basis of Presentation

JBG SMITH Properties ("JBG SMITH"), a Maryland real estate investment trust, owns, operates and develops mixed-use properties concentrated in amenity-rich, Metro-served submarkets in and around Washington, D.C., most notably National Landing, where through our focus on placemaking, we cultivate vibrant, highly amenitized, walkable neighborhoods. In addition, our third-party real estate services business provides fee-based real estate services.

Substantially all our assets are held by, and our operations are conducted through JBG SMITH Properties LP, our operating partnership. JBG SMITH is referred to herein as "we," "us," "our" or other similar terms. References to "our share" refer to our ownership percentage of consolidated and unconsolidated assets in real estate ventures, but exclude our 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.

References to our financial statements refer to our unaudited condensed consolidated financial statements as of March 31, 2026 and December 31, 2025, and for the three months ended March 31, 2026 and 2025. References to our balance sheets refer to our condensed consolidated balance sheets as of March 31, 2026 and December 31, 2025. References to our statements of operations refer to our condensed consolidated statements of operations for the three months ended March 31, 2026 and 2025. References to our statements of cash flows refer to our condensed consolidated statements of cash flows for the three months ended March 31, 2026 and 2025.

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

We have elected to be taxed as a real estate investment trust ("REIT") under sections 856-860 of the Internal Revenue Code of 1986, as amended (the "Code"). Under those sections, a REIT which distributes at least 90% of its REIT taxable income as dividends to its shareholders each year and which meets certain other conditions will not be taxed on that portion of its taxable income which is distributed to its shareholders. We currently adhere and intend to continue to adhere to these requirements and to maintain our REIT status in future periods. We also participate in the activities conducted by our subsidiary entities that have elected to be treated as taxable REIT subsidiaries under the Code. As such, we are subject to federal, state and local taxes on the income from those activities.

Our three operating and reportable segments are multifamily, commercial and third-party real estate services.

Our revenues and expenses are, to some extent, subject to seasonality during the year, which impacts quarterly net earnings, cash flows and funds from operations; this seasonality affects the sequential comparison of our results in individual quarters over time. For instance, we have historically experienced higher utility costs in the first and third quarters of the year.

We compete with many property owners, investors and developers. Our success depends upon, among other factors, trends affecting national and local economies, the financial condition and operating results of current and prospective tenants, the availability and cost of capital, interest rates, construction and renovation costs, taxes, governmental regulations and legislation, population trends, zoning laws, and our ability to lease, sublease or sell our assets at profitable levels. Our success is also subject to our ability to refinance existing debt with acceptable terms as it comes due.

Overview

As of March 31, 2026, our Operating Portfolio consisted of 38 operating assets comprising 15 multifamily assets totaling 6,519 units (6,333 units at our share), 22 commercial assets totaling 7.3 million square feet (6.9 million square feet at our share) and one wholly owned land asset for which we are the ground lessor. Additionally, our development pipeline, which consists of owned and entitled land on which we have the potential to commence construction subject to completion of design and/or market conditions, totaled 4.6 million square feet (3.3 million square feet at our share) of estimated potential development density. Our development pipeline excludes unentitled land parcels and land parcels controlled through an option agreement.

We continue to implement our comprehensive plan to reposition our holdings in National Landing by executing a broad array of placemaking strategies. Our placemaking includes the delivery of new multifamily assets, subject to demand; the delivery of redeveloped and new office assets; amenity retail; and thoughtful improvements to the streetscape, sidewalks, parks and other outdoor gathering spaces. In keeping with our dedication to placemaking, each new project is intended to contribute to an authentic and distinct neighborhood by creating a vibrant street environment with robust retail offerings and other amenities, including improved public spaces. In the second quarter of 2026, we completed construction of an office amenity hub at 2011 Crystal Drive. The repositioned asset brings to National Landing a large-scale externally managed meeting and conference facility, a coffee shop and all-day restaurant, an elevated wine bar and Italian restaurant, and an activated public lobby.

Outlook

Our capital allocation strategy remains anchored in our core objective of maximizing long-term net asset value ("NAV") per share growth. Drawing on our deep expertise in mixed-use, urban infill real estate, we have consistently rotated across asset classes based on relative value, cost of capital and risk-adjusted return potential. In today’s market environment, we believe that distressed office investment opportunities offer compelling economics. Consequently, we are actively pursuing new growth opportunities that align with our strategy and leverage our competitive strengths as a mixed-use owner, operator and developer. We expect to fund growth opportunities through a combination of asset sales and private equity joint ventures. During the three months ended March 31, 2026, we sold a development parcel for gross sales proceeds of $50.7 million. In April 2026, we recapitalized Tysons Dulles Plaza, which follows through on our plan to attract private capital

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partners to scale and diversify our distressed office investment strategy while also enhancing the efficiency of our platform with incremental fee revenue and potential carried interest income.

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. In a climate where office valuations are near cyclical lows with limited liquidity, the most efficiently priced source of capital will likely come from our multifamily assets. To that end, we are currently marketing for sale select multifamily and land assets.

During the first quarter of 2026, we began to see improvements in our multifamily portfolio occupancy, which had experienced softness largely as a result of job losses primarily in the District of Columbia in 2025 due to federal government spending cuts and a hiring freeze. Our same store multifamily portfolio occupancy was 92.0% as of March 31, 2026, an increase of 160 basis points as compared to December 31, 2025. During the first quarter of 2026, effective rents, which represent the average change in rental rates versus expiring rental rates net of concessions, decreased by 10.5% for new leases and increased by 1.9% upon renewal while achieving a 62.4% renewal rate across our portfolio. Our recently delivered assets, The Zoe and Valen, which were placed into service in 2025, were 47.4% leased as of March 31, 2026. As a result of these deliveries, interest expense has increased for these assets as we have ceased capitalizing the related interest expense.

Our office portfolio occupancy was 75.2% as of March 31, 2026, an increase of 10 basis points as compared to December 31, 2025. Leasing activity in our National Landing portfolio continues to be driven primarily by office users who fall into three categories (i) tenants who require secure facility space; (ii) technology-related tenants; and (iii) defense-related tenants who have long resided in this submarket. Our leasing efforts continue to focus on buildings with long-term potential, concentrating occupancy in areas of National Landing that are accessible via multi-modal transportation and that we have enhanced through our placemaking interventions, including the delivery of our new office amenity hub at 2011 Crystal Drive. We expect to help foster a healthier long-term office market by repurposing older, underutilized office buildings for redevelopment or con

[Excerpt truncated for page length; source filing is linked above.]

Latest 10-K MD&A

Extracted between Item 7 and the next Item 7A/8 heading after HTML sanitization. Confidence: high. Filing date: 2026-02-17. Report date: 2025-12-31.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion is intended to provide material information relevant to our financial condition and results of operations, including cash flows, and should be read in conjunction with the consolidated financial statements and notes thereto appearing in Item 8 - Financial Statements and Supplementary Data of this Annual Report on Form 10-K.

Organization and Basis of Presentation

JBG SMITH, a Maryland real estate investment trust, owns, operates and develops mixed-use properties concentrated in amenity-rich, Metro-served submarkets in and around Washington, D.C., most notably National Landing, where through our focus on Placemaking, we cultivate vibrant, highly amenitized, walkable neighborhoods. In addition, our third-party real estate services business provides fee-based real estate services. Substantially all our assets are held by, and our operations are conducted through, JBG SMITH LP.

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

As a REIT, we can reduce our taxable income by distributing all or a portion of such taxable income to shareholders. Future distributions will be declared and paid at the discretion of the Board of Trustees and will depend upon cash generated by operating activities, our financial condition, capital requirements, annual dividend requirements under the REIT provisions of the Code, and such other factors as our Board of Trustees deems relevant.

We also participate in the activities conducted by our subsidiary entities that have elected to be treated as TRSs under the Code. As such, we are subject to federal, state, and local taxes on the income from these activities. Income taxes attributable to our TRSs are accounted for under the asset and liability method. 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.

We compete with many property owners, investors and developers. Our success depends upon, among other factors, trends affecting national and local economies, the financial condition and operating results of current and prospective tenants, the availability and cost of capital, interest rates, construction and renovation costs, taxes, governmental regulations and legislation, population trends, zoning laws, and our ability to lease, sublease or sell our assets at profitable levels. Our success is also subject to our ability to refinance existing debt on acceptable terms as it comes due.

Overview

As of December 31, 2025, our Operating Portfolio consisted of 39 operating assets comprising 15 multifamily assets totaling 6,519 units (6,333 units at our share), 22 commercial assets totaling 7.3 million square feet (6.9 million square feet at our share) and two wholly owned land assets for which we are the ground lessor. Additionally, our development pipeline totaled 4.9 million square feet (3.6 million square feet at our share) of estimated potential development density. Our development pipeline excludes unentitled land parcels and land parcels controlled through an option agreement.

We continue to implement our comprehensive plan to reposition our holdings in National Landing by executing a broad array of Placemaking strategies. Our Placemaking includes the delivery of new multifamily assets; subject to demand therefore, the delivery of redeveloped and new office assets; amenity retail; and thoughtful improvements to the streetscape, sidewalks, parks and other outdoor gathering spaces. In keeping with our dedication to Placemaking, each new project is intended to contribute to an authentic and distinct neighborhood by creating a vibrant street environment with robust retail offerings and other amenities, including improved public spaces. To that end, we saw the delivery of two food and beverage Placemaking projects in 2023: Water Park and Surreal. In 2024, we delivered two multifamily projects: The Grace and Reva with 808 units and approximately 38,000 square feet of retail space. In 2025, we delivered two additional multifamily projects: The Zoe and Valen with 775 units and approximately 19,000 square feet of retail space. Also, in 2025, we received entitlement approvals to convert two obsolete office buildings into residential and hospitality uses and develop townhomes on currently vacant land. We subsequently sold the site now entitled for hospitality to a hotel owner/operator, and in 2026, we sold the vacant land to a townhome developer. These actions served our strategy of continuing to introduce complimentary uses to National Landing that support a vibrant mixed-use environment. Finally, in the first half of 2026, we expect to complete construction on a new office amenity hub at 2011 Crystal Drive that, along

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with a repositioning of the asset itself, brings to National Landing a large-scale externally managed meeting and conference facility, two elevated food and beverage offerings, and an activated public lobby.

Outlook

Our capital allocation strategy remains anchored in our core objective of maximizing long-term NAV per share growth. Drawing on our deep expertise in mixed-use, urban infill real estate, we have consistently rotated across asset classes based on relative value, cost of capital and risk-adjusted return potential. We continue to believe that share repurchases offer highly attractive returns when our shares trade at a meaningful discount to NAV. In today’s market environment, we believe that distressed office acquisitions offer comparably compelling economics. Going forward, the balance between our investment in new acquisitions and share repurchases will remain entirely opportunistic. We intend to fund growth opportunities through a combination of asset sales and private equity joint ventures. The latter may allow us to generate additional fee and carried interest revenue. During 2025, we capitalized on distressed office acquisitions by acquiring Tysons Dulles Plaza, a three-building office campus with 491,494 square feet in Tysons, Virginia, for $42.3 million. We also acquired Dulles View, two office towers in Herndon, Virginia, which comprise 354,378 square feet, through a real estate venture for $31.5 million, or $18.9 million at our 60.0% 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. In a climate where office valuations are near cyclical lows with limited liquidity, the most efficiently priced source of capital will likely come from our multifamily assets. To that end, we are currently marketing for sale select multifamily and land assets. During 2025, we sold three multifamily assets and two development parcels for total gross sales proceeds of $554.0 million and sold a 40.0% interest in a real estate venture that owns West Half, a multifamily asset, for $100.0 million. Recycling these assets will also further advance our strategy to concentrate our portfolio in National Landing.

We have observed softness in our multifamily portfolio, which is mirrored by the broader Washington, D.C. metropolitan area largely the result of job losses primarily in the District of Columbia. Our same-store multifamily portfolio was 90.4% occupied as of December 31, 2025, a decrease of 440 basis points as compared to December 31, 2024. During 2025, effective rents, which represent the average change in rental rates versus expiring rental rates net of concessions, decreased by 1.1% for new leases and increased by 5.0% upon renewal while achieving a 56.2% renewal rate across our portfolio. The Grace and Reva, which were placed into service in 2024 were 86.1% and 77.8% leased as of December 31, 2025; and our recently delivered assets, The Zoe and Valen, which were placed into service in 2025, were 42.6% leased as of December 31, 2025. These assets are not included in our multifamily same-store portfolio. As a result of these deliveries, interest expense has increased for these assets as we have ceased capitalizing the related interest expense.

Our office portfolio occupancy was 75.1% as of December 31, 2025, a decrease of 140 basis points as compared to December 31, 2024. Leasing activity in our National Landing portfolio continues to be driven primarily by office users who fall into three categories (i) those who need secure facility space; (ii) technology-related new tenants; and (iii) defense-related tenants who have long resided in this submarket. Our leasing efforts continue to focus on buildings with long-term potential, concentrating occupancy in areas of National Landing that we have enhanced through our Placemaking interventions and that are accessible via multi-modal transportation. We took approximately 618,000 office square feet out of service in 2024 at 1800 South Bell Street, 2100 Crystal Drive and 2200 Crystal Drive. With the objective of ultimately reducing our competitive office inventory in National Landing, during 2025, we took 202,926 square feet out of service at 1901 South Bell Street, a commercial asset, and expect to take the remainder of the asset out of service as tenants vacate. We expect to help foster a healthier long-term office market by repurposing older, underutilized buildings for redevelopment or conversion to multifamily housing, hospitality or other complimentary uses that will support a vibrant mixed-use environment.

We have 4.9 million square feet (3.6 million square feet at our share) of estimated potential development density in our development pipeline and intend to seek joint venture capital to fund these developments as market conditions permit.

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Operating Results

Highlights of operating results for the year ended December 31, 2025 included:

●

net loss attributable to common shareholders of $139.1 million, or $2.09 per diluted common share, compared to $143.5 million, or $1.65 per diluted common share, for 2024;

●

third-party real estate services revenue, including reimbursements, of $62.2 million compared to $69.5 million for 2024;

●

same-store multifamily portfolio leased and occupied percentages (1) at our share of 91.8% and 90.4% compared to 96.3% and 94.8% as of December 31, 2024;

●

operating commercial portfolio leased and occupied percentages at our share of 77.5% and 75.1% compared to 78.6% and 76.5% as of December 31, 2024;

●

the leasing of 723,000 square feet at our share, at an initial rent (2) of $47.73 per square foot and a GAAP-basis weighted average rent per square foot (3) of $46.92; and

●

a decrease in same store (4) NOI of 5.1% to $222.4 million compared to $234.3 million for 2024.

(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.

(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.

(4)

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

Additionally, investing and financing activity during the year ended December 31, 2025 included:

●

the acquisition of Tysons Dulles Plaza. See Note 3 to the consolidated financial statements for additional information;

●

the sale of The Batley, WestEnd25, 8001 Woodmont and two development parcels. See Note 3 to the consolidated financial statements for additional information;

●

the acquisition of Dulles View, through a real estate venture. See Note 5 to the consolidated financial statements for additional information;

●

the sale of a 40.0% interest in a real estate venture that owns West Half. See Note 13 to the consolidated financial statements for additional information;

●

the refinancing of the RiverHouse Apartments mortgage loan. See Note 10 to the consolidated financial statements for additional information;

●

net borrowings of $120.0 million under our revolving credit facility;

●

the payment of dividends totaling $48.4 million and distributions to our redeemable noncontrolling interests of $12.9 million;

●

the repurchase and retirement of 26.8 million of our common shares for $443.1 million, a weighted average purchase price per share of $16.52; and

●

the investment of $122.3 million in development costs, construction in progress and real estate additions.

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Activity subsequent to December 31, 2025 included:

●the one-year extension of the maturity date of the Tranche A-1 Term Loan to January 2027;

●

the sale of a development parcel. See Note 3 to the consolidated financial statements for additional information; and

●

the repurchase and retirement of 647,843 common shares for $10.6 million, a weighted average purchase price per share of $16.41, pursuant to a repurchase plan under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.

Critical Accounting Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that in certain circumstances may significantly impact our financial results. These estimates are prepared using management's best judgment, after considering past and current events and economic conditions. In addition, certain information relied upon by management in preparing such estimates includes internally generated financial and operating information, external market information, when available, and when necessary, information obtained from consultations with third-party experts. Actual results could differ from these estimates. 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.

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 estimate the fair values of acquired assets and liabilities assumed based on our evaluation of information and estimates available at the date of acquisition. Based on these estimates, we allocate the purchase price, including all transaction costs related to the acquisition and any contingent consideration, to the identified assets acquired and liabilities assumed based on their relative fair value.

Judgments and Uncertainties: Asset acquisitions primarily consist of buildings and land. The fair values of buildings are determined using the "as-if vacant" approach whereby we use discounted cash flow models with inputs and assumptions that we believe are consistent with current market conditions for similar assets. The most significant assumptions in determining the allocation of the purchase price to buildings are the exit capitalization rate, discount rate, estimated market rents and hypothetical expected lease-up periods, when applicable. We assess the fair value of land based on market comparisons and development projects using an income approach of cost plus a margin.

Sensitivity of Estimate to Change: While our methodology did not change in 2025, 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.

Real Estate

Description: Real estate is carried at cost, net of accumulated depreciation. As real estate is undergoing redevelopment activities, all property operating expenses directly associated with and attributable to the redevelopment, including interest expense, are capitalized to the extent that we believe such costs are recoverable through the value of the property.

Judgments and Uncertainties: Our real estate and related intangible assets are reviewed for impairment whenever there are changes in circumstances or indicators that the carrying amount of the assets may not be recoverable. These indicators may include declining operating performance, below average occupancy, shortened anticipated holding periods, costs in excess of budgets for under-construction assets and other adverse changes. An impairment exists when the carrying amount of an asset exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the

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asset. 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. Estimated fair values are calculated based on the following information in order of priority, dependent upon availability: (i) pending or executed agreements, (ii) market prices for comparable properties or (iii) the sum of discounted cash flows.

Sensitivity of Estimate to Change: While our methodology did not change in 2025, 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. Estimates of future cash flows are subjective and are based, in part, on assumptions regarding future occupancy, rental rates, capitalization and discount rates, and capital requirements that could differ materially from actual results. Longer anticipated holding periods for real estate assets directly reduce the likelihood of recording an impairment loss. If there is a change in the strategy for an asset or if market conditions dictate a shorter holding period, an impairment loss may be recognized, and such loss could be material.

Investments in Real Estate Ventures

Description: We use the equity method of accounting for investments in unconsolidated real estate ventures when we have significant influence, but do not have a controlling financial interest.

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. Cash flow projections for the investments consider property level factors such as expected future operating income, trends and prospects, anticipated holding periods, as well as the effects of demand, competition and other factors. We consider various qualitative factors to determine if a decrease in the value of our investment is other-than-temporary. These factors include the age of the venture, our intent and ability to retain our investment in the real estate venture, financial condition and long-term prospects of the real estate venture and relationships with our partners and banks. If we believe that the decline in the fair value of the investment is temporary, no impairment loss is recorded. If our analysis indicates that there is an other-than temporary impairment related to the investment in a particular real estate venture, the carrying value of the venture will be adjusted to an amount that reflects the estimated fair value of the investment. In the event our investment in a real estate venture is reduced to zero, and we are not obligated to provide for additional losses, have not guaranteed its obligations or otherwise committed to providing financial support, we will discontinue the equity method of accounting until such point that our share of net income equals the share of net losses not recognized during the period the equity method was suspended.

Sensitivity of Estimate to Change: While our methodology did not change in 2025, 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. Cash flow projections are subjective and are based, in part, on assumptions regarding expected future operating income, trends and prospects, anticipated holding periods, as well as the effects of demand, competition and other factors that could differ materially from actual results. If our assessment that an impairment is other-than-temporary changes, it could result in an impairment loss that could be material to our consolidated financial statements.

Revenue Recognition

Description: We have leases with various tenants across our portfolio of properties, which generate rental income and operating cash flows for our benefit. 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.

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 that we will collect the remaining lease payments under the lease agreements. We exercise judgment in assessing the

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probability of collection and consider payment history, current credit status and economic outlook in making this determination.

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.

Results of Operations

The following section discusses certain line items from our consolidated statements of operations and the year-to-year comparisons between 2025 and 2024. Discussions of the year-to-year comparisons between 2024 and 2023 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, 2024, filed with the SEC on February 18, 2025.

In 2025, we sold 8001 Woodmont, WestEnd25 and The Batley, and in 2024, we sold North End Retail, Fort Totten Square and 2101 L Street. We collectively refer to these assets as the "Disposed Properties" in the discussion below. In 2025, we took 202,926 square feet out of service at 1901 South Bell Street, and in 2024, we took 1800 South Bell Street, 2100 Crystal Drive and 2200 Crystal Drive out of service. In 2025, we acquired Tysons Dulles Plaza and the remaining 45.0% interest in an unconsolidated real estate venture that owned 1101 17th Street. In 2025, we began leasing The Zoe and Valen, and in 2024, we began leasing The Grace and Reva.

Comparison of the Year Ended December 31, 2025 to 2024

The following table 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, 2025 compared to the same period in 2024:

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended December 31, 

​

  ​ ​ ​

2025

  ​ ​ ​

2024

  ​ ​ ​

% Change

​

(Dollars in thousands)

Property rental revenue

​

$

416,801

​

$

456,950

(8.8)

%

Third-party real estate services revenue, including reimbursements

​

62,227

​

69,465

(10.4)

%

Depreciation and amortization expense

​

190,064

​

208,180

(8.7)

%

Property operating expense

​

141,714

​

146,609

(3.3)

%

Real estate taxes expense

​

48,863

​

52,606

(7.1)

%

General and administrative expense:

​

​

​

​

​

​

​

​

​

Corporate and other

​

59,169

​

58,790

0.6

%

Third-party real estate services

​

60,594

​

74,264

(18.4)

%

Interest expense

​

142,037

​

134,068

5.9

%

Gain (loss) on the sale of real estate, net

​

46,633

​

(2,753)

*

​

Impairment loss

​

​

65,847

​

​

55,427

​

18.8

%

*  Not meaningful.

Property rental revenue decreased by $40.1 million, or 8.8%, to $416.8 million in 2025 from $457.0 million in 2024. The decrease was primarily due to a $30.6 million decrease in revenue from our commercial assets and an $8.2 million decrease in revenue from our multifamily assets. The decrease in revenue from our commercial assets was primarily due to a $16.3 million decrease related to the Disposed Properties, an $8.9 million decrease primarily related to assets that were taken out of service, a $2.8 million decrease in lease termination revenue and lower occupancy across the portfolio, partially offset by a $12.2 million increase related to the acquisition of Tysons Dulles Plaza and the consolidation of 1101 17th Street. The decrease in revenue from our multifamily assets was primarily due to a $32.4 million decrease related to the Disposed

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Properties and lower occupancy across the portfolio, partially offset by a $21.0 million increase related to the continued lease up of The Grace, Reva, The Zoe and Valen, and higher rents across the portfolio.

Third-party real estate services revenue, including reimbursements, decreased by $7.2 million, or 10.4%, to $62.2 million in 2025 from $69.5 million in 2024. The decrease was primarily due to a $3.0 million decrease in property management fees, a $1.0 million decrease in other service revenue, a $961,000 decrease in leasing fees and an $818,000 decrease in development fees.

Depreciation and amortization expense decreased by $18.1 million, or 8.7%, to $190.1 million in 2025 from $208.2 million in 2024. The decrease was primarily due to (i) a $19.8 million decrease related to the Disposed Properties, (ii) an $11.1 million decrease related to 2100 Crystal Drive and Crystal Drive Retail due to the acceleration of depreciation of certain assets in 2024 and (iii) a $9.9 million decrease related to certain assets being either fully depreciated or written off in 2024. The decrease in depreciation and amortization expense was partially offset by (iv) a $13.4 million increase as The Grace, Reva, The Zoe and Valen were placed into service, (v) a $6.3 million increase related to 2011 Crystal Drive and 2231 Crystal Drive primarily due to the acceleration of depreciation for certain assets in 2025 and (vi) a $3.5 million increase related to the acquisition of Tysons Dulles Plaza and the consolidation of 1101 17th Street.

Property operating expense decreased by $4.9 million, or 3.3%, to $141.7 million in 2025 from $146.6 million in 2024. The decrease was primarily due to a $7.7 million decrease in other property operating expense, partially offset by a $1.7 million increase in property operating expense from our commercial assets and a $1.1 million increase in property operating expense from our multifamily assets. The decrease in other property operating expense was primarily due to a $3.4 million decrease related to tenant-related construction management projects, a $2.3 million decrease in insurance expenses covered by our captive insurance subsidiary and a $1.6 million decrease related to operating expenses for properties under development. The increase in property operating expense from our commercial assets was primarily due to a $4.0 million increase related to the acquisition of Tysons Dulles Plaza and the consolidation of 1101 17th Street, and higher operating expenses primarily due to tenant-related construction management projects, utilities and marketing expenses, partially offset by a $4.7 million decrease related to the Disposed Properties. The increase in property operating expense from our multifamily assets was primarily due to a $5.6 million increase related to the continued lease up of The Grace, Reva, The Zoe and Valen, and higher operating expenses primarily related to repairs and maintenance and utilities, partially offset by a $9.8 million decrease related to the Disposed Properties.

Real estate taxes expense decreased by $3.7 million, or 7.1%, to $48.9 million in 2025 from $52.6 million in 2024. The decrease was primarily due to a $4.9 million decrease related to the Disposed Properties and lower property tax assessments for certain assets, partially offset by a $2.7 million increase related to The Grace, Reva, The Zoe and Valen, which were placed into service, and a $1.1 million increase related to the acquisition of Tysons Dulles Plaza and the consolidation of 1101 17th Street.

General and administrative expense: corporate and other increased by $379,000, or 0.6%, to $59.2 million in 2025 from $58.8 million in 2024. The increase was primarily due to an increase in professional fees and other overhead expenses, partially offset by lower compensation expenses.

General and administrative expense: third-party real estate services decreased by $13.7 million, or 18.4%, to $60.6 million in 2025 from $74.3 million in 2024. The decrease was primarily due to lower compensation expenses and lower third-party reimbursable expenses both related to a decline in the number of third-party management contracts.

Interest expense increased by $8.0 million, or 5.9%, to $142.0 million in 2025 from $134.1 million in 2024. The increase was primarily due to (i) a $12.7 million increase due to higher interest expense on our term loans and a higher outstanding balance on our revolving credit facility, (ii) a $9.1 million decrease in capitalized interest primarily related to The Grace, Reva, The Zoe and Valen, which were placed into service, (iii) a $4.0 million increase due to draws on the mortgage loan related to The Zoe and Valen, and (iv) a $3.2 million increase due to the expiration of interest rate swaps related to the RiverHouse Apartments mortgage loan and refinancing in March 2025 with a fixed interest rate mortgage loan. The increase in interest expense was partially offset by (v) an $11.0 million decrease related to mortgage loans on the Disposed Properties, (vi) a $4.8 million decrease related to mortgage loans collateralized by 201 12th Street S., 200 12th Street S. and 251 18th Street S., which were repaid during 2024, (vii) a $2.8 million decrease related to The Grace and Reva

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mortgage loan, which was refinanced in December 2024 with a fixed interest rate mortgage loan and (vii) a $2.6 million decrease related to lower rates on variable rate mortgage loans.

Gain on the sale of real estate of $46.6 million in 2025 was primarily due to the sale of WestEnd25. Loss on the sale of real estate of $2.8 million in 2024 was primarily due to the sale of Fort Totten Square and North End Retail, partially offset by the recognition of previously recorded contingent liabilities relieved in connection with the sale of Central Place Tower by one of our unconsolidated joint ventures.

Impairment loss of $65.8 million in 2025 was related to The Batley, 2200 Crystal Drive, a development parcel and wireless spectrum licenses, which were written down to their estimated fair value. Impairment loss of $55.4 million in 2024 was related to 1901 South Bell Street, 2101 L Street, 8001 Woodmont and two development parcels, 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. Nareit defines FFO as net income (loss) (computed in accordance with GAAP), excluding depreciation and amortization expense related to real estate, gains (losses) from the sale of certain real estate assets, gains (losses) from change in control and impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity, including our share of such adjustments for unconsolidated real estate ventures.

We believe FFO is a meaningful non-GAAP financial measure useful in comparing our levered operating performance from period-to-period and as compared to similar real estate companies because FFO excludes real estate depreciation and amortization expense, which implicitly assumes that the value of real estate diminishes predictably over time rather than fluctuating based on market conditions, and other non-comparable income and expenses. FFO does not represent cash generated from operating activities and is not necessarily indicative of cash available to fund cash requirements and should not be considered as an alternative to net income (loss) (computed in accordance with GAAP), as a performance measure or cash flow as a liquidity measure. FFO may not be comparable to similarly titled measures used by other companies.

The following table reconciles net loss attributable to common shareholders, the most directly comparable GAAP measure, to FFO:

​

​

​

​

​

​

​

​

​

​

Year Ended December 31, 

​

2025

  ​ ​ ​

2024

​

2023

​

(In thousands)

Net loss attributable to common shareholders

$

(139,063)

​

$

(143,526)

​

$

(79,978)

Net loss attributable to redeemable noncontrolling interests

(28,998)

​

(22,202)

​

(10,596)

Net loss attributable to noncontrolling interests

—

​

(12,025)

​

(1,135)

Net loss

(168,061)

​

(177,753)

​

(91,709)

(Gain) loss on the sale of real estate, net of tax

(46,633)

​

1,541

​

(79,335)

Pro rata share of gain on the sale of unconsolidated real estate assets, net of tax

(1,570)

​

(480)

​

(411)

Real estate depreciation and amortization

186,608

​

201,510

​

203,269

Real estate impairment loss

​

36,584

​

​

37,191

​

​

90,226

Impairment related to unconsolidated real estate ventures

—

​

—

​

​

28,598

Pro rata share of real estate depreciation and amortization from unconsolidated real estate ventures

3,326

​

3,978

​

11,545

FFO attributable to redeemable noncontrolling interests in consolidated real estate ventures

​

(1,786)

​

​

—

​

​

—

FFO attributable to noncontrolling interests in consolidated real estate ventures

—

​

—

​

1,024

FFO attributable to OP Units

8,468

​

65,987

​

163,207

FFO attributable to redeemable noncontrolling interests

(1,893)

​

(10,361)

​

(22,820)

FFO attributable to common shareholders

$

6,575

​

$

55,626

​

$

140,387

​

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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. 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) less operating expenses and ground rent for operating leases, if applicable. 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, 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. In addition, NOI is considered by many in the real estate industry to be a useful starting point for determining the value of a real estate asset or group of assets. However, because NOI excludes depreciation and amortization expense and captures neither the changes in the value of our assets that result from use or market conditions, nor the level of capital expenditures and capitalized leasing commissions necessary to maintain the operating performance of our assets, all of which have real economic effect and could materially impact the financial performance of our assets, the utility of NOI as a measure of the operating performance of our assets is limited. NOI presented by us may not be comparable to NOI reported by other REITs that define these measures differently. We believe to facilitate a clear understanding of our operating results, NOI should be examined in conjunction with net income (loss) attributable to common shareholders as presented in our consolidated financial statements. NOI should not be considered as an alternative to net income (loss) attributable to common shareholders as an indication of our performance or to cash flows as a measure of liquidity or our ability to make distributions.

Information provided on a same store basis includes the results of properties that are owned, operated and in-service for the entirety of both periods being compared, which excludes disposed properties or properties for which significant redevelopment, renovation or repositioning occurred during either of the periods being compared. During the year ended December 31, 2025, our same store pool decreased to 33 properties from 36 properties due to the sale of The Batley, WestEnd25 and 8001 Woodmont. While there is judgment surrounding changes in designations, a property is removed from the same store pool when the property is considered to be under-construction because it is undergoing significant redevelopment or renovation pursuant to a formal plan or is being repositioned in the market and such renovation or repositioning is expected to have a significant impact on property NOI. A development property or under-construction property is moved to the same store pool once a substantial portion of the growth expected from the development or redevelopment is reflected in both the current and comparable prior year period. Acquisitions are moved into the same store pool once we have owned the property for the entirety of the comparable periods and the property is not under significant development or redevelopment.

Same store NOI decreased by $12.0 million, or 5.1%, to $222.4 million for the year ended December 31, 2025 from $234.3 million for the year ended December 31, 2024. The decrease was substantially attributable to (i) lower occupancy and recovery revenue and higher utilities expense, partially offset by lower real estate taxes in our commercial portfolio and (ii) lower occupancy and higher operating expenses, partially offset by higher rents in our multifamily portfolio.

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The following table reconciles net loss attributable to common shareholders to NOI at our share and same store NOI at our share:

​

​

​

​

​

​

​

​

​

Year Ended December 31, 

​

  ​ ​ ​

2025

  ​ ​ ​

2024

​

​

​

​

​

​

​

Net loss attributable to common shareholders

​

$

(139,063)

​

$

(143,526)

Net loss attributable to redeemable noncontrolling interests

​

(28,998)

​

(22,202)

Net loss attributable to noncontrolling interests

​

​

—

​

​

(12,025)

Net loss

​

​

(168,061)

​

​

(177,753)

Add:

​

​

  ​

​

​

  ​

Depreciation and amortization expense

​

190,064

​

208,180

General and administrative expense:

​

​

  ​

​

​

  ​

Corporate and other

​

59,169

​

58,790

Third-party real estate services

​

60,594

​

74,264

Transaction and other costs

​

6,223

​

5,317

Interest expense

​

142,037

​

134,068

(Gain) loss on the extinguishment of debt, net

​

2,402

​

(9,235)

Impairment loss

​

​

65,847

​

​

55,427

Income tax expense (benefit)

​

(3,830)

​

762

Less:

​

​

​

​

​

​

Third-party real estate services, including reimbursements revenue

​

62,227

​

69,465

Loss from unconsolidated real estate ventures, net

​

(4,420)

​

(7,122)

Interest and other income, net

​

4,211

​

11,598

Gain (loss) on the sale of real estate, net

​

46,633

​

(2,753)

Adjustments:

​

​

​

​

​

​

NOI attributable to unconsolidated real estate ventures at our share

​

4,162

​

6,808

Real estate venture partner’s share of NOI attributable to consolidated real estate ventures

​

(1,975)

​

—

Non-cash rent adjustments (1)

​

2,838

​

(9,482)

Other adjustments (2)

​

(687)

​

1,321

Total adjustments

​

4,338

​

(1,353)

NOI at our share

​

250,132

​

277,279

Less: out-of-service NOI loss (3) (4)

​

(6,368)

​

(9,922)

Operating Portfolio NOI (4)

​

256,500

​

287,201

Non-same store NOI (4) (5)

​

34,140

​

52,871

Same store NOI (4) (6)

​

$

222,360

​

$

234,330

​

​

​

​

​

​

​

Change in same store NOI

​

(5.1%)

​

​

​

Number of properties in same store pool

​

33

​

​

​

(1)

Adjustment to exclude deferred rent, above/below market lease amortization/accretion and lease incentive amortization.

(2)

Adjustment to exclude commercial lease termination revenue, related party management fees, corporate entity activity and inter-segment activity.

(3)

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

(4)

Represents amounts at our share.

(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.

Reportable Segments

Our three operating and reportable segments are multifamily, commercial, and third-party real estate services. We measure and evaluate the performance of our operating segments, with the exception of the third-party real estate services business, based on NOI at our share, which includes our proportionate share of revenue and expenses attributable to real estate ventures.

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The following table summarizes NOI at our share for our multifamily and commercial segments:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Multifamily

​

​

Commercial

​

​

​

Year Ended December 31, 

​

​

​

2025

​

2024

​

% Change

​

​

2025

​

2024

​

% Change

​

​

(Dollars in thousands, at our share)

​

Property rental revenue

​

$

203,096

​

$

214,431

​

(5.3)

%

​

$

210,467

​

$

230,039

​

(8.5)

%

Other property revenue

​

​

2,841

​

​

3,677

​

(22.7)

%

​

​

16,776

​

​

17,517

​

(4.2)

%

Total property revenue

​

205,937

​

218,108

​

(5.6)

%

​

227,243

​

247,556

​

(8.2)

%

Property expense:

​

​

​

  ​

​

​

​

​

  ​

​

  ​

​

​

​

Real estate taxes

​

23,106

​

22,197

​

4.1

%

​

22,436

​

27,103

​

(17.2)

%

Payroll

​

​

14,714

​

​

16,347

​

(10.0)

%

​

​

12,735

​

​

13,293

​

(4.2)

%

Utilities

​

​

15,341

​

​

15,337

​

—

​

​

​

14,166

​

​

14,311

​

(1.0)

%

Repairs and maintenance

​

​

23,469

​

​

22,396

​

4.8

%

​

​

21,102

​

​

22,088

​

(4.5)

%

Other property operating

​

​

12,338

​

​

11,612

​

6.3

%

​

​

21,456

​

​

17,733

​

21.0

%

Total property expense

​

88,968

​

87,889

​

1.2

%

​

91,895

​

94,528

​

(2.8)

%

NOI from reportable segments

​

$

116,969

​

$

130,219

​

(10.2)

%

​

$

135,348

​

$

153,028

​

(11.6)

%

​

Comparison of the Year Ended December 31, 2025 to 2024

Multifamily: Property revenue at our share decreased by $12.2 million, or 5.6%, to $205.9 million in 2025 from $218.1 million in 2024. The decrease in property revenue at our share was primarily due to the Disposed Properties and lower occupancy, partially offset by the continued lease up of The Grace, Reva, The Zoe and Valen. NOI at our share decreased by $13.3 million, or 10.2%, to $117.0 million in 2025 from $130.2 million in 2024. The decrease in NOI at our share was primarily due to the Disposed Properties, higher property operating expenses and lower occupancy, partially offset by the continued lease up of The Grace, Reva, The Zoe and Valen.

Commercial: Property revenue at our share decreased by $20.3 million, or 8.2%, to $227.2 million in 2025 from $247.6 million in 2024. The decrease in property revenue at our share was primarily due to the Disposed Properties, properties taken out of service and lower occupancy across the portfolio, partially offset by the acquisition of Tysons Dulles Plaza and the consolidation of 1101 17th Street. NOI at our share decreased by $17.7 million, or 11.6%, to $135.3 million in 2025 from $153.0 million in 2024. The decrease in NOI at our share was primarily due to the Disposed Properties, properties taken out of service and lower occupancy across the portfolio, partially offset by the acquisition of Tysons Dulles Plaza and the consolidation of 1101 17th Street.

With respect to the third-party real estate services business, we review revenue streams generated by this segment, excluding reimbursement revenue, as well as the expenses attributable to this segment at our proportionate share, calculated by excluding real estate services revenue from our interests in real estate ventures. The following table summarizes our third-party real estate services business at our share:

​

​

​

​

​

​

​

​

​

Year Ended December 31, 

​

​

2025

  ​ ​ ​

2024

​

​

​

​

​

​

​

Property management fees

​

$

13,423

​

$

16,138

Asset management fees

​

3,461

​

4,088

Development fees

​

1,755

​

2,573

Leasing fees

​

2,879

​

3,757

Construction management fees

​

1,111

​

1,210

Other service revenue

​

4,125

​

5,038

Third-party real estate services revenue, excluding reimbursements

​

26,754

​

32,804

Third-party real estate services expenses, excluding reimbursements

​

24,228

​

36,836

Net third-party real estate services, excluding reimbursements

​

$

2,526

​

$

(4,032)

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Third-party real estate services revenue, excluding reimbursements, decreased by $6.1 million, or 18.4%, to $26.8 million in 2025 from $32.8 million in 2024. The decrease was primarily due to a $2.7 million decrease in property management fees, a $913,000 decrease in other service revenue, an $878,000 decrease in leasing fees and an $818,000 decrease in development fees. Third-party real estate services expenses, excluding reimbursements, decreased by $12.6 million, or 34.2%, to $24.2 million in 2025 from $36.8 million in 2024. The decrease was primarily due to lower compensation expenses related to a decline in the number of third-party management contracts and lower professional fees.

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. In addition, our third-party real estate services business provides fee-based real estate services. Our assets provide cash flow that enables us to pay operating expenses, debt service, recurring capital expenditures, dividends to shareholders and distributions to holders of OP Units and LTIP Units. Other sources of liquidity to fund cash requirements include proceeds from financings, recapitalizations, asset sales, and the issuance and sale of securities. We anticipate that cash flows from continuing operations and proceeds from financings, asset sales and recapitalizations, together with existing cash balances, will be adequate to fund our business operations, debt amortization, capital expenditures, any dividends to shareholders, and distributions to holders of OP Units and LTIP Units.

Mortgage Loans

The following table summarizes mortgage loans:

​

​

​

​

​

​

​

​

​

​

​

Weighted Average

​

​

​

​

​

​

​

​

Effective

  ​ ​ ​

December 31, 

​

  ​

Interest Rate (1)

  ​ ​ ​

2025

  ​ ​ ​

2024

​

​

​

​

(In thousands)

Variable rate (2)

5.19%

​

$

600,899

​

$

587,254

Fixed rate (3)

5.17%

​

1,020,690

​

1,196,479

Mortgage loans

​

​

1,621,589

​

1,783,733

Unamortized deferred financing costs and premium/discount, net (4)

​

​

(42,431)

​

(16,560)

Mortgage loans, net

​

​

​

$

1,579,158

​

$

1,767,173

(1)

Weighted average effective interest rate as of December 31, 2025.

(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 3.18%, and the weighted average maturity date of the interest rate caps is the fourth quarter of 2026. The interest rate cap strike is exclusive of the credit spreads associated with the mortgage loans. As of December 31, 2025, one-month term SOFR was 3.69%.

(3)

Includes variable rate mortgage loans with interest rates fixed by interest rate swap agreements.

(4)

As of December 31, 2025, includes a discount of $29.6 million related to the mortgage loan assumed in connection with the acquisition of 1101 17th Street. See Note 3 to the consolidated financial statements for additional information.

As of December 31, 2025 and 2024, the net carrying value of real estate collateralizing our mortgage loans totaled $1.7 billion and $2.1 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.

In September 2025, in connection with the acquisition of the remaining 45.0% interest in the unconsolidated real estate venture that owned 1101 17th Street, we assumed the related $60.0 million non-recourse interest-only mortgage loan with a fixed interest rate of 3.40% and a maturity date of July 14, 2026, which was recorded at its estimated fair value of $30.4 million. See Note 3 to the consolidated financial statements for additional information. In March 2025, we entered into a five-year interest-only $258.9 million mortgage loan with a fixed interest rate of 5.03% collateralized by the Ashley and Potomac buildings at RiverHouse Apartments and repaid the outstanding $307.7 million mortgage loan that was collateralized by the Ashley, Potomac and James buildings. In November 2024, the mortgage loan collateralized by The Grace and Reva was refinanced with a five-year interest-only $273.6 million mortgage loan with a fixed interest rate of 5.19%.

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In June 2025, in connection with the sale of WestEnd25, we repaid the related $97.5 million mortgage loan. In February 2025, in connection with the sale of 8001 Woodmont, we repaid the related $99.7 million mortgage loan. In December 2024, in connection with the sale of 2101 L Street, the lender of the related $120.9 million mortgage loan accepted the proceeds from the sale and $6.7 million of cash as repayment of the mortgage loan. In September 2024, we repaid the $83.3 million mortgage loan collateralized by 201 12th Street S., 200 12th Street S., and 251 18th Street S. In June 2023, we repaid $142.4 million in mortgage loans collateralized by Falkland Chase-South & West and 800 North Glebe Road.

As of December 31, 2025 and 2024, we had various interest rate swap and cap agreements on certain of our mortgage loans with an aggregate notional value of $756.0 million and $1.4 billion. See Note 19 to the consolidated financial statements for additional information.

Revolving Credit Facility and Term Loans

As of December 31, 2025 and 2024, our unsecured revolving credit facility and term loans totaling $1.5 billion consisted of a $750.0 million revolving credit facility maturing in June 2027, a $200.0 million Tranche A-1 Term Loan maturing in January 2027, as extended in January 2026, a $400.0 million Tranche A-2 Term Loan maturing in January 2028 and a $120.0 million 2023 Term Loan maturing in June 2028. 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.

Based on the terms as of December 31, 2025, the interest rate for the credit facility varies based on a ratio of our total outstanding indebtedness to a valuation of certain real property and assets, and ranges (i) in the case of the revolving credit facility, from daily SOFR plus 1.40% to daily SOFR plus 1.85%, (ii) in the case of the Tranche A-1 Term Loan, from one-month term SOFR plus 1.15% to one-month term SOFR plus 1.75%, (iii) in the case of the Tranche A-2 Term Loan, from one-month term SOFR plus 1.25% to one-month term SOFR plus 1.80% and (iv) in the case of the 2023 Term Loan, from one-month term SOFR plus 1.25% to one-month term SOFR plus 1.80%.

The agreements for our unsecured revolving credit facility and term loans include customary restrictive covenants, that, among other things, restrict our ability to incur additional indebtedness, to engage in material asset sales, mergers, consolidations and acquisitions, and in certain circumstances, to pay dividends, make distributions and repurchase common shares, and also include requirements to maintain financial ratios. Our ability to borrow is subject to compliance with these covenants, and failure to comply with our covenants could cause a default, and we may then be required to repay such debt.

The following table summarizes amounts outstanding under the revolving credit facility and term loans:

​

​

​

​

​

​

​

​

​

​

​

Effective

​

December 31, 

​

  ​ ​ ​

Interest Rate (1)

  ​ ​ ​

2025

  ​ ​ ​

2024

​

​

​

​

(In thousands)

Revolving credit facility (2) (3)

5.46%

​

$

205,000

​

$

85,000

​

​

​

​

​

​

​

​

​

Tranche A-1 Term Loan (4)

5.44%

​

$

200,000

​

$

200,000

Tranche A-2 Term Loan (5)

4.30%

​

400,000

​

400,000

2023 Term Loan (6)

​

5.51%

​

​

120,000

​

​

120,000

Term loans

​

​

720,000

​

720,000

Unamortized deferred financing costs, net

​

​

(1,592)

​

(2,147)

Term loans, net

​

​

​

$

718,408

​

$

717,853

(1)

Effective interest rate as of December 31, 2025. The interest rate for the revolving credit facility excludes a 0.20% facility fee.

(2)

As of December 31, 2025, daily SOFR was 3.87%. As of December 31, 2025 and 2024, letters of credit with an aggregate face amount of $4.8 million and $15.2 million were outstanding under our revolving credit facility.

(3)

As of December 31, 2025 and 2024, excludes $4.4 million and $7.3 million of net deferred financing costs related to our revolving credit facility that were included in "Other assets, net" in our consolidated balance sheets.

(4)

The interest rate swaps fix SOFR at a weighted average interest rate of 4.00% through the extended maturity date of January 2027.

(5)

The interest rate swaps fix SOFR at a weighted average interest rate of 2.81% through the maturity date.

(6)

The interest rate swap fixes SOFR at an interest rate of 4.01% through the maturity date.

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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. During the year ended December 31, 2025, we repurchased and retired 26.8 million common shares for $443.1 million, a weighted average purchase price per share of $16.52. During the year ended December 31, 2024, we repurchased and retired 10.9 million common shares for $170.5 million, a weighted average purchase price per share of $15.60. During the year ended December 31, 2023, we repurchased and retired 22.6 million common shares for $334.9 million, a weighted average purchase price per share of $14.83. Since we began the share repurchase program through December 31, 2025, we have repurchased and retired 83.6 million common shares for $1.6 billion, a weighted average purchase price per share of $18.79.

In 2026, through February 13, 2026, we repurchased and retired 647,843 common shares for $10.6 million, a weighted average purchase price per share of $16.41, pursuant to a repurchase plan under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.

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

Material Cash Requirements

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

●

normal recurring expenses;

●

debt service and principal repayment obligations, including balloon payments on maturing mortgage debt — As of December 31, 2025, we had maturities totaling $164.9 million related to our consolidated entities scheduled to mature in 2026;

●

capital expenditures, including major renovations, tenant improvements and leasing costs — As of December 31, 2025, we had committed tenant-related obligations totaling $35.6 million ($33.1 million related to our consolidated entities and $2.5 million related to our unconsolidated real estate ventures at our share);

●

development expenditures — As of December 31, 2025, we have remaining commitments related to Valen, a recently completed multifamily asset, and we are building a new amenity hub at 2011 Crystal Drive that together, based on our current plans and estimates, require an additional $14.8 million to complete, which we anticipate will be primarily expended during the first half of 2026;

●

dividends to shareholders and distributions to holders of OP Units and LTIP Units — On December 16, 2025, our Board of Trustees declared a quarterly dividend of $0.175 per common share that was paid on January 13, 2026;

●

possible common share repurchases — In 2026, through February 13, 2026, we repurchased and retired 647,843 common shares for $10.6 million; and

●

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

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

●

cash and cash equivalents — As of December 31, 2025, we had cash and cash equivalents of $75.3 million;

●

cash flows from operations;

●

distributions from real estate ventures;

●

borrowing capacity under our current revolving credit facility — As of December 31, 2025, we had $540.2 million of undrawn capacity under our revolving credit facility;

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●

proceeds from financings, joint venture capital, asset sales and recapitalizations; and

●

proceeds from the issuance of securities.

The following table summarizes our material cash requirements as of December 31, 2025:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

  ​ ​ ​

Total

  ​ ​ ​

2026

  ​ ​ ​

2027

  ​ ​ ​

2028

  ​ ​ ​

2029

  ​ ​ ​

2030

  ​ ​ ​

Thereafter

​

(In thousands)

Material cash requirements (principal and interest):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Debt obligations (1) (2)

​

$

2,931,335

​

$

301,012

​

$

778,993

​

$

679,025

​

$

340,264

​

$

832,041

​

$

—

Operating leases (3)

​

60,495

​

5,487

​

5,662

​

4,405

​

4,515

​

4,628

​

35,798

Other

​

2,192

​

856

​

​

835

​

501

​

—

​

—

​

—

Total material cash requirements (4)

​

$

2,994,022

​

$

307,355

​

$

785,490

​

$

683,931

​

$

344,779

​

$

836,669

​

$

35,798

(1)

Interest was computed giving effect to interest rate hedges. One-month term SOFR of 3.69% and daily SOFR of 3.87% 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.

(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.

(4)

Excludes obligations related to construction or development contracts totaling $14.8 million since payments are only due upon satisfactory performance under the contracts. Also excludes committed tenant-related obligations totaling $35.6 million ($33.1 million related to our consolidated entities and $2.5 million 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.

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, 

​

  ​ ​ ​

2025

  ​ ​ ​

2024

​

​

(In thousands)

Net cash provided by operating activities

​

$

73,257

​

$

129,393

Net cash provided by investing activities

​

357,315

​

144,155

Net cash used in financing activities

​

(510,474)

​

(290,797)

​

Cash Flows for the Year Ended December 31, 2025

Cash and cash equivalents, and restricted cash decreased $79.9 million to $103.3 million as of December 31, 2025, compared to $183.2 million as of December 31, 2024. This decrease resulted from $510.5 million of net cash used in financing activities, partially offset by $357.3 million of net cash provided by investing activities and $73.3 million of net cash provided by operating activities.

Net cash provided by operating activities of $73.3 million comprised: (i) $81.7 million of net income (before $296.4 million of non-cash items and $46.6 million of gain on the sale of real estate) and (ii) $1.5 million of return on capital from unconsolidated real estate ventures, partially offset by (iii) $10.0 million of net change in operating assets and liabilities. Non-cash income adjustments of $296.4 million primarily include depreciation and amortization expense, impairment loss, share-based compensation expense, deferred rent and amortization of lease incentives.

Net cash provided by investing activities of $357.3 million primarily comprised: (i) $545.2 million of proceeds from the sale of real estate, partially offset by (ii) $122.3 million of development costs, construction in progress and real estate additions, (iii) $40.3 million primarily related to the acquisition of Tysons Dulles Plaza in May 2025 and (iv) $25.7 million of investments in unconsolidated real estate ventures and other investments primarily related to the acquisition of Dulles View through a real estate venture in December 2025.

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Net cash used in financing activities of $510.5 million primarily comprised: (i) $716.0 million of repayments on the revolving credit facility, (ii) $507.9 million of repayments of mortgage loans, (iii) $443.7 million of common shares repurchased, (iv) $48.4 million of dividends paid to common shareholders and (v) $12.9 million of distributions to redeemable noncontrolling interests, partially offset by (vi) $836.0 million of borrowings under the revolving credit facility, (vii) $283.2 million of borrowings under mortgage loans and (viii) $100.0 million of proceeds from the sale of a 40.0% interest in a real estate venture that owns West Half in May 2025.

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, 2025, we have investments in unconsolidated real estate ventures totaling $105.7 million. For these investments, we exercise significant influence over but do not control these entities and, therefore, account for these investments using the equity method of accounting. For a more complete description of our real estate ventures, see Note 5 to the consolidated financial statements.

From time to time, we (or ventures in which we have an ownership interest) have agreed, and may in the future agree with respect to unconsolidated real estate ventures, to (i) guarantee portions of the principal, interest and other amounts in connection with borrowings, (ii) provide customary environmental indemnifications and nonrecourse carve-outs (e.g., guarantees against fraud, misrepresentation and bankruptcy) in connection with borrowings or (iii) provide guarantees to lenders and other third parties for the completion and stabilization of development projects. We customarily have agreements with our outside venture partners whereby the partners agree to reimburse the real estate venture or us for their share of any payments made under certain of these guarantees. At times, we also have agreements with certain of our outside venture partners whereby we agree to either indemnify the partners and/or the associated ventures with respect to certain contingent liabilities associated with operating assets or to reimburse our partner for its share of any payments made by them under certain guarantees. Guarantees (excluding environmental) customarily terminate either upon the satisfaction of specified circumstances or repayment of the underlying debt. Amounts that we may be required to pay in future periods in relation to guarantees associated with budget overruns or operating losses are not estimable. As of December 31, 2025, we had no principal payment guarantees related to our unconsolidated real estate ventures.

Commitments and Contingencies

Insurance

We maintain general liability insurance with limits of $102.0 million per occurrence and in the aggregate, and property and rental value insurance coverage with limits of $1.0 billion per occurrence, with sub-limits for certain perils such as floods and earthquakes on each of our properties. We also maintain coverage, through our wholly owned captive insurance subsidiary, for a portion of the first loss on the above limits and for both conventional terrorist acts and for nuclear, biological, chemical or radiological terrorism events with limits of $2.0 billion per occurrence. These policies are partially reinsured by third-party insurance providers.

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

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

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Construction Commitments

As of December 31, 2025, we have remaining commitments related to Valen, a recently completed multifamily asset, and we are building a new amenity hub at 2011 Crystal Drive that together, based on our current plans and estimates, require an additional $14.8 million to complete, which we anticipate will be primarily expended during the first half of 2026.

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. The District of Columbia is seeking monetary damages, equitable relief, attorneys’ fees, interest, and costs. 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. 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.

​

We, along with multiple other parties, are named defendants in a lawsuit arising out of a condominium development project known as Wardman Tower in Washington, D.C. The lawsuit was filed by the Wardman Tower Residential Condominium Unit Owners Association in the Superior Court of the District of Columbia on November 25, 2020. The lawsuit seeks damages resulting primarily from alleged construction and design deficiencies, alleged misrepresentations and claims alleged under the D.C. CPPA. The lawsuit seeks $185.0 million in compensatory damages, plus treble damages related to the CPPA claims, and attorney’s fees and costs. The trial began on November 10, 2025. The Wardman Tower project was designed and constructed by other parties and achieved substantial completion prior to our formation. We were not involved in any way with the project but one of our subsidiary entities, that was recently made a defendant in the litigation, had previously entered into a project management agreement with the project owner. We deny liability for the claims asserted and will vigorously defend ourselves against the claims alleged in the litigation. However, no assurance can be given that the matter will be resolved favorably.

​

There are various other 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. Our accrual for loss contingencies relating to unresolved legal matters was included in "Other liabilities, net" in our consolidated balance sheet. Actual losses may differ materially from amounts recorded and the ultimate outcome of these legal proceedings is generally not yet determinable.

​

Other

As of December 31, 2025, we had committed tenant-related obligations totaling $35.6 million ($33.1 million related to our consolidated entities and $2.5 million related to our unconsolidated real estate ventures at our share). The timing and amounts of payments for tenant-related obligations are uncertain and may only be due upon satisfactory performance of certain conditions.

As of December 31, 2025, we had unfunded capital commitments totaling $6.4 million related to our investments in real estate-focused technology companies and $1.5 million related to our investments in the WHI Impact Pool and the LEO Impact Housing Fund. See Note 22 to the consolidated financial statements for additional information.

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. As of December 31, 2025, we had no debt principal payment guarantees related to our consolidated real estate assets.

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Environmental Matters

Under various federal, state and local laws, ordinances and regulations, a current or former owner or operator of real estate may be liable for conducting or paying for the costs of the investigation, removal or remediation of certain hazardous or toxic substances or petroleum products on, under or from that real estate. These laws often impose such liability without regard to whether the owner knew of, or was responsible for, the presence or release of hazardous or toxic substances or petroleum products, and the liability may be joint and several. The costs of investigation, remediation or removal of these substances may be substantial and could exceed the value of the property, and the presence of these substances, or the failure to promptly remediate these substances, may adversely affect the owner's ability to sell, operate, or develop the real estate or to borrow using the real estate as collateral. In connection with the ownership and operation of our current and former assets, we may be potentially liable for these costs. The operations of current and former tenants at our assets have involved, or may have involved, the presence or use of hazardous substances or petroleum products or the generation of hazardous wastes, and indemnities in our lease agreements may not fully protect us from liability, if, for example, a tenant responsible for environmental noncompliance or contamination becomes insolvent. The release of these hazardous substances and wastes and petroleum products could result in us incurring liabilities to investigate or remediate any resulting contamination. The presence of contamination or the failure to remediate contamination at our properties may (i) expose us to third-party liability (e.g., for cleanup costs, natural resource damages, bodily injury or property damage), (ii) subject our properties to liens in favor of the government for damages and costs the government incurs in connection with the contamination, (iii) impose restrictions on the manner in which a property may be used or businesses may be operated, or (iv) materially adversely affect our ability to sell, lease or develop the real estate or to borrow using the real estate as collateral. In addition, our assets are exposed to the risk of contamination originating from other sources. While a property owner may not be responsible for remediating contamination that has migrated onsite from an identifiable and viable offsite source, the contaminant's presence can have adverse effects on operations and the redevelopment of our assets. To the extent we arrange for contaminated materials to be sent to other locations for treatment or disposal, we may be liable for the cleanup of those sites if they become contaminated, without regard to whether we complied with environmental laws in doing so.

Most of our assets have been subject, at some point, to environmental assessments that are intended to evaluate the environmental condition of the subject and surrounding assets. These environmental assessments generally have included a historical review, a public records review, a visual inspection of the site and surrounding assets, visual or historical evidence of underground storage tanks and other features, and the preparation and issuance of a written report. Soil, soil vapor and/or groundwater subsurface testing is conducted at our assets, when necessary, to further investigate any conditions identified by the initial assessment that could reasonably be expected to pose a material concern to the property or result in us incurring material environmental liabilities as a result of redevelopment. The tests may not, however, have included extensive sampling or subsurface investigations. In each case where the environmental assessments have identified conditions requiring remedial actions required by law, we have initiated appropriate actions. The environmental assessments have not revealed any material environmental contamination that we believe would have a material adverse effect on our overall business, financial condition or results of operations, or that have not been anticipated and remediated during site redevelopment as required by law. Nevertheless, there can be no assurance that the identification of new areas of contamination, changes in the extent or known scope of contamination, the discovery of additional sites or changes in cleanup requirements would not result in significant cost to us. As disclosed in Note 21 to the consolidated financial statements, environmental liabilities totaled $17.5 million as of December 31, 2025 and 2024, and are included in "Other liabilities, net" in our consolidated balance sheets.

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

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