Audit Committee Charter

A. Purpose

The principal purposes of the Audit Committee (the “Audit Committee”) of the Board ofTrustees (the “Board”) of JBG SMITH Properties (the “Company”) shall be to (i) oversee theaccounting and financial reporting processes of the Company and the audits of the Company’s financial statements and (ii) prepare an annual Audit Committee report as required by the U.S. Securities and Exchange Commission (the “SEC”) to be included in the Company’s annual proxy statement. The Audit Committee’s oversight responsibility includes oversight relating to:

• the Company’s accounting and financial reporting processes and discussing these with management;
• the integrity and audits of the Company’s consolidated financial statements andfinancial reporting process;
• the Company’s systems of disclosure controls and procedures, internal control over financial reporting and other financial information provided by the Company;
• the Company’s compliance with financial, legal and regulatory requirements related to its financial statements and other public financial disclosures, its compliance with its policies related thereto and its policy in respect of tax planning;
• the annual independent audit of the Company’s financial statements, the engagement and retention of the registered independent public accounting firm (the “Independent Auditor”) and the evaluation of the qualifications, independence and performance of the Independent Auditor, including the provision of non-audit services;
• the Company’s compliance with the recommendations and observations of the Internal Auditor (as defined below) and Independent Auditor;
• the role and performance of the Company’s internal audit function;
• the Company’s overall risk profile and risk management policies;
• the oversight of the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters of or relating to the Company;
• the fulfillment of the other responsibilities set forth in this Charter or otherwise assigned to it by the Board; and
• the preparation of an Audit Committee report as required by the SEC to be included in the Company’s annual proxy statement.

It is not the role of the Audit Committee to prepare financial statements, plan or conductaudits, to guarantee the accuracy or completeness of the Company’s audits and financialstatements or to determine that the audits and financial statements present fairly the Company’sfinancial position and results of operations in accordance with U.S. generally acceptedaccounting principles (“GAAP”) and applicable laws, rules, and regulations. The fundamentalresponsibility for the quality, accuracy and integrity of the Company's accounting practices,financial statements, reporting, systems of internal control, and disclosures rests with theCompany’s executive officers (“Management”) and the Independent Auditor, as applicable.Management is responsible for the quality, accuracy and integrity of the Company’s accountingpractices, financial statements and reporting and system of internal controls. The IndependentAuditor is responsible for performing an audit of the Company’s financial statements and, whereapplicable, an audit of the Company’s internal control over financial reporting. The AuditCommittee is responsible for overseeing the conduct of these activities by Management and theIndependent Auditor.

B. Committee Membership

The Audit Committee shall consist of no fewer than three independent trustees of theCompany. Members of the Audit Committee shall be appointed by the Board upon therecommendation of the Corporate Governance and Nominating Committee of the Board and maybe removed by the Board in its discretion. Each member of the Audit Committee must satisfythe requirements of the New York Stock Exchange (“NYSE”), the rules and regulations of theSEC and other applicable laws relating to independence, financial literacy, and experience. Atleast one member of the Audit Committee shall be an “audit committee financial expert” asdefined in the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and asdetermined by the Board in its business judgment, and the Board may presume that such personsatisfies rules of the NYSE that require at least one member of the Audit Committee to haveaccounting or related financial management expertise. No member shall have participated in thepreparation of the financial statements of the Company or any subsidiary of the Company at anytime during the past three years.No member of the Audit Committee may serve on the audit committee of more than threepublic companies, including the Company, unless the Board has affirmatively determined thatsuch simultaneous service would not impair the ability of such member to serve effectively onthe Audit Committee and has disclosed such determination in the Company’s annual proxystatement or on the Company’s website. Any action duly taken by the Audit Committee shall bevalid and effective, whether the members of the Audit Committee at the time of such action arelater determined not to have satisfied the requirements for membership provided herein. Nomember of the Audit Committee may accept, either directly or indirectly, consulting, advisory orother compensatory fees from the Company or any of its subsidiaries, other than the Company’sor its subsidiaries’ standard trustee fees (including additional amounts, if any, that may be paidfor serving on the Audit Committee or other committees of the Board) and the reimbursement ofreasonable out-of-pocket expenses.

C. Committee Powers, Duties and Responsibilities

1. Selection and Engagement of Independent Auditor. The Audit Committee shallhave the authority with respect to, and shall be directly responsible for, the appointment,compensation, retention and oversight of the work of the Independent Auditor or any otherregistered public accounting firm engaged for the purpose of preparing or issuing an audit reportor to perform audit, review or attestation services. The Audit Committee shall directly engagethe Independent Auditor and directly oversee, evaluate and, when appropriate, select areplacement for the Independent Auditor. The Company shall provide appropriate funding forpayment of the compensation to the Independent Auditor, as determined by the Audit Committeein its sole reasonable opinion. The Independent Auditor shall report directly to the AuditCommittee.2. Pre-Approval of Audit and Non-Audit Services. The Audit Committee, in itsdiscretion, shall approve (which approval must be in advance) (i) all audit, review and attestservices, all internal control-related and all non-audit services as permitted by Section 10A of theExchange Act provided to the Company by the Independent Auditor, (ii) all fees payable by theCompany to the Independent Auditor for such services, all as required by applicable law or rulesof the NYSE and (iii) shall consider whether the Independent Auditor’s provision of permissiblenon-audit services is compatible with the Independent Auditor’s independence. The AuditCommittee may adopt a pre-approval policy consistent with applicable law and rules of theNYSE.3. Independence of Independent Auditor. The Audit Committee is responsible fortaking, or recommending that the Board take, appropriate action to oversee the independence ofthe Independent Auditor. The Audit Committee shall ensure that the Independent Auditorsubmits information required by the Public Company Accounting Oversight Board’s (the“PCAOB”) Ethics and Independence Rule 3526, Communication with Audit CommitteesConcerning Independence, as modified or supplemented, (Rule 3526), and IndependenceStandards Board Standard No. 1, including: (1) a written description delineating all relationshipswith the Company that may impact the objectivity and independence of the Independent Auditor,(2) a discussion of the potential effects of the relationships on the independence of the firm; and(3) an affirmation to the audit committee, in writing, that, as of the date of the communication,the firm is independent with respect to the SEC audit client. The Audit Committee shall activelyengage in a dialogue with the Independent Auditor with respect to any disclosed services orrelationships that may impact the objectivity and independence of the Independent Auditor.

4. Performance of Independent Auditor. The Audit Committee shall review theperformance and independence of the Independent Auditor annually. In connection with thisevaluation, the Audit Committee shall consult with Management, and shall obtain and review areport by the Independent Auditor describing their internal quality control procedures, materialissues raised by the most recent internal quality control review or peer review (if applicable) orby any inquiry or investigation by governmental or professional authorities for the preceding fiveyears regarding one or more independent audits carried out by the Independent Auditor and theresponse of the Independent Auditor to any such review, inquiry or investigation, including anysteps taken to deal with any such issues, as well as all relationships between the IndependentAuditor and the Company. As part of the Audit Committee’s evaluation of the IndependentAuditor, the Audit Committee also shall review and evaluate the lead partner of the IndependentAuditor. In making its evaluation, the Audit Committee shall take into account the opinions ofManagement and personnel responsible for the Company’s internal audit function. In addition toassuring the regular rotation of the lead partner and the Engagement Quality Reviewer, asdefined by PCAOB standards, of the Independent Auditor as required by law, the AuditCommittee shall consider whether it is appropriate to adopt a policy of rotating the IndependentAuditor on a periodic basis. Annually, the Independent Auditor shall submit to the AuditCommittee a formal written statement of the fees billed in each of the last two fiscal years foreach of the following categories of services rendered by the Independent Auditor (i) the audit ofthe Company’s annual financial statements and the reviews of the financial statements includedin the Company’s Quarterly Reports on Form 10-Q or services that are normally provided by theIndependent Auditor in connection with statutory and regulatory filings or engagements; (ii)assurance and related services not included in clause (i) that are reasonably related to theperformance of the audit or review of the Company’s financial statements, in the aggregate andby each service; (iii) tax compliance, tax advice and tax planning services, in the aggregate andby each service; and (iv) all other products and services rendered by the Independent Auditors, inthe aggregate and by each service. At least annually, the Audit Committee shall make availableits conclusions with respect to the Independent Auditor to the full board.

5. Performance of Internal Auditors. The Company shall have an internal auditfunction to provide Management and the Audit Committee with ongoing assessments of theCompany’s risk management processes and system of internal control. The internal auditfunction may be provided by Company personnel or by a third-party internal audit serviceprovider approved by the Audit Committee (the “Internal Auditor”). The Audit Committeeshall be directly responsible for the engagement, evaluation and termination of the InternalAuditor, and shall approve compensation paid to the Internal Auditor. At least annually, theAudit Committee shall review the organizational structure and charter of the internal auditfunction, the experience and qualifications of the senior members of the Internal Auditor, theinternal audit function’s budget and the quality control procedures of the Internal Auditor. TheAudit Committee also shall obtain and review not less frequently than annually a report of theInternal Auditor addressing the Internal Auditor’s internal control procedures and any materialissues raised by their most recent internal quality control review. The Audit Committee shall alsoobtain from the Internal Auditor and review summaries of, and, as appropriate, the significantfindings provided by the Internal Auditor to Management and Management’s responses thereto.Periodically the Audit Committee shall review, with the internal audit director, any significantdifficulties, disagreements with Management, or scope restrictions encountered in the course ofthe function’s work. The Audit Committee, together with the Independent Auditor, shall beinvolved in preparing the scope of work to be performed by the Internal Auditor, and, as appropriate, risk assessment and audit plan, including budget and staffing, taking into accountany findings provided by the Internal Auditor in its reports to the Audit Committee.

6. Audits. The Audit Committee shall review with the Internal Auditor and theIndependent Auditor the overall audit strategy, scope and plans for their respective audits,including the adequacy of staffing and other factors that may affect the effectiveness andtimeliness of such audits. In connection therewith, the Audit Committee shall review withManagement, the Internal Auditor and the Independent Auditor, the Company’s major riskexposures (whether financial, operating or otherwise), the adequacy and effectiveness of theCompany’s accounting and internal controls over financial reporting, and the steps Managementhas taken to monitor and control such exposures and manage legal compliance programs, amongother considerations that may be relevant to their respective audits. The Audit Committee shallreview Management’s internal control reports submitted by the Company to any governmentalbody or the public, and relevant reports rendered by the Independent Auditor (or summariesthereof) with Management and the Independent Auditor. The Audit Committee shall discusswith the Independent Auditor its evaluation of the Company's identification of, accounting for,and disclosure of the Company’s relationships with related parties as set forth under thestandards of the PCAOB. For each audit performed by the Independent Auditor, the AuditCommittee shall obtain from the Independent Auditor assurance that its audit was conducted in amanner consistent with Section 10A of the Exchange Act, which sets forth certain proceduresrequired to be followed in any audit of financial statements required under the Exchange Act.

7. Review of Disclosure Controls and Procedures. The Audit Committee shallreview with the Company’s Chief Executive Officer and Chief Financial Officer, the Company’sdisclosure controls and procedures and shall review periodically, but no less frequently thanquarterly, such officers’ conclusions about the effectiveness of such disclosure controls andprocedures, including any significant deficiencies in, or material non-compliance with, suchdisclosure controls and procedures.

8. Review of Internal Control Over Financial Reporting. The Audit Committee shallobtain and review periodic reviews from Management and the Internal Auditor regarding anysignificant deficiencies in the design or operation of the Company’s internal controls, materialweaknesses in internal controls and any fraud (regardless of materiality) involving personshaving a significant role in the internal controls, as well as any significant changes in internalcontrols implemented by Management during the most recent reporting period of the Company.The Audit Committee shall review with Management and the Independent Auditor any remedialspecial steps contemplated or adopted in light of significant deficiencies or material weaknessesidentified in such internal controls and the adequacy of disclosures about changes in internalcontrol over financial reporting. Prior to filing the Form 10-K (the “Form 10-K”) with the SEC,the Audit Committee also shall review with the Chief Executive Officer and the Chief FinancialOfficer (i) the Company’s internal controls report, (ii) the Company’s proposed disclosuresregarding internal control over financial reporting and (iii) the certification process and thecontent of the certifications of the Chief Executive Officer and the Chief Financial Officer, eachto be included in the Form 10-K.9. Consultation with Independent Auditor. The Audit Committee shall, at leastquarterly, obtain or otherwise review with the Independent Auditor the following:• all critical accounting policies and practices used by the Company in preparing itsfinancial statements, including any significant changes in the selection orapplication of accounting principles;• all alternative treatments of financial information within GAAP that have beendiscussed with Management, the ramifications of the use of these alternativedisclosures and treatments, and the treatment preferred by the IndependentAuditor;• other material communications between the Independent Auditor andManagement, such as any management letter or schedule of adjusted andunadjusted differences;• those matters brought to the attention of the Audit Committee pursuant to PCAOBAuditing Standard No. 1301 (“Communications with Audit Committees”), asamended or superseded; and• any significant consultations between the audit team and the audit firm’s nationaloffice regarding auditing or accounting issues presented by the engagement.

The Audit Committee shall review with the Independent Auditor any problems or difficulties theIndependent Auditor may have encountered in connection with the annual audit or otherwise andManagement’s response, any management letter provided by the Independent Auditor (as well asany changes thereto) and the Company’s response to that letter. This review shall address anydifficulties encountered by the Independent Auditor in the course of the audit work, includingany restrictions on the scope of activities or access to required information and any significantdisagreements with Management, including disagreements regarding GAAP and other mattersand any adjustments to the financial statements recommended by the Independent Auditor,regardless of materiality. To the extent that there are any disagreements between Managementand the Independent Auditor regarding financial reporting, it shall be the responsibility of theAudit Committee to resolve such disagreements.

10. Review of Regulatory and Accounting Initiatives. The Audit Committee shallreview with Management and the Independent Auditor the effect of new or proposed regulatoryand accounting initiatives and off-balance sheet structures on the Company’s financialstatements and other public disclosures.

11. Review of Annual SEC Filings. The Audit Committee shall review withManagement and the Independent Auditor the Company’s annual audited financial statementsand the other financial information, including the Company’s disclosures under “Management’sDiscussion and Analysis of Financial Condition and Results of Operations,” to be included in the Form 10-K filed with the SEC. The Audit Committee shall review and discuss withManagement and the Independent Auditor: (i) major issues regarding accounting principles andfinancial statement presentations, including any significant changes in the Company’s selectionor application of accounting principles, and major issues as to the adequacy of the Company’sinternal controls and any special audit steps adopted in light of material control deficiencies and(ii) any analyses prepared by Management or the Independent Auditor setting forth significantfinancial reporting issues and judgments made in connection with the preparation of theCompany’s financial statements, including analyses of the effects of alternative methods toGAAP on the Company’s financial statements. The Audit Committee also shall review theresults of the annual audit and any other matters required to be communicated to the AuditCommittee by the Independent Auditor under GAAP, applicable law or rules of the NYSE,including matters required to be discussed by PCAOB Auditing Standard No. 1301(“Communications with Audit Committees”), as amended or superseded. The Audit Committeeshall review with Management the Company’s disclosure of non-GAAP financial measures andunderstand the Company’s internal control over the preparation of non-GAAP measures. Basedon such review, the Audit Committee shall make a determination whether to recommend to theBoard that the audited financial statements be included in the Form 10-K. The Audit Committeeshall also discuss with the Independent Auditor whether the Independent Auditor is aware of anyaction by an officer, trustee or person acting under its direction which would violate Rule 13b2-2(b)(1) under the Exchange Act, which prohibits improper influence on the conduct of audits.

12. Review of Quarterly SEC Filings and Other Communications. The AuditCommittee shall review and discuss with Management and the Independent Auditor theCompany’s quarterly unaudited financial statements and the other financial information,including the Company’s disclosures under “Management’s Discussion and Analysis ofFinancial Condition and Results of Operations,” to be included in the Company’s QuarterlyReports on Form 10-Q filed with the SEC. In connection with this review, the Audit Committeeshall discuss the results of the Independent Auditor’s review of the Company’s quarterlyfinancial information conducted in accordance with PCAOB Auditing Standard No. 4105(“Review of Interim Financial Information”), as amended or superseded. The Audit Committeealso shall discuss any other matters required to be communicated to the Audit Committee by theIndependent Auditor under GAAP, applicable law or rules of the NYSE. The Audit Committeeshall discuss the Company’s earnings press releases (including the review of “pro forma” or“adjusted” non-GAAP information), as well as financial information and earnings guidanceprovided to analysts and ratings agencies, to the extent required by applicable law or rules of theNYSE.

13. Review of Material Violation Reports. The Audit Committee shall review anddiscuss any reports concerning material violations submitted to it by Company attorneys oroutside counsel pursuant to the SEC attorney professional responsibility rules or otherwise.

14. Audit Committee Report. The Audit Committee shall prepare the report requiredby Item 407(d)(3)(i) of Regulation S-K to be included in the Company’s annual proxystatement.15. Establishment of Complaint and Whistleblower Procedures. The AuditCommittee shall establish procedures for the (i) receipt, retention and treatment of complaintsreceived by the Company regarding accounting, internal accounting controls or auditing mattersof or relating to the Company and (ii) confidential, anonymous submission by employees of theCompany or its subsidiaries of concerns regarding questionable accounting or auditing matters ofor relating to the Company and its subsidiaries (or other irregularities of a general, operational orfinancial nature).

16. Review of Legal and Regulatory Compliance. The Audit Committee shallperiodically review with Management and the Independent Auditor any correspondence with, orother action by, regulators or governmental agencies and complaints, employee submissions orpublished reports that raise concerns regarding the Company’s financial statements, accountingor auditing matters and the Company’s qualification as a real estate investment trust under theapplicable provisions of the federal tax laws. The Audit Committee also shall reviewperiodically material legal affairs of the Company and the Company’s compliance withapplicable law and rules of the NYSE.

17. Review of Risk Management Policies. The Audit Committee, in consultationwith Management, shall periodically review and discuss the Company’s policies and procedureswith respect to risk assessment and risk management, including key risks to which the Companyis subject such as credit risk, liquidity risk, market risk and cyber risk, including risks related toemerging technologies, and the steps that Management has taken to monitor and controlexposure to such risks, and review material contingent liabilities and risks and relevant majorlegislative and regulatory developments that could materially impact the Company’s contingentliabilities and risk. The Audit Committee shall make available its findings to the Board. TheAudit Committee’s duties and responsibilities in this regard do not alter the obligations ofManagement to assess and manage the Company’s exposure to risk. The Audit Committee shallalso maintain appropriate involvement with the Board’s overall risk oversight function asrequired by applicable NYSE rules, including risk assessment and risk management policies. TheAudit Committee shall oversee the Company’s risk management processes related to cybersecurity. In doing so, the Audit Committee shall meet periodically with the Company’sinformation technology (“IT”) personnel and senior management to discuss trends in cyber risksand the Company’s strategy and standards to defend its IT networks, business systems andinformation against cyber attacks, cyber intrusions and similar disruptions.

18. Corporate Responsibility and Sustainability. The Audit Committee shall haveoversight responsibility over the Company’s controls over any corporate responsibility andsustainability data disclosed in the Company’s periodic SEC filings.

19. Investigations. The Audit Committee shall have the authority to conduct orauthorize investigations into any matters within its scope of responsibility, with full access to allbooks, records, facilities, personnel of the Company and its subsidiaries and members of theBoard of Trustees.20. Policy Regarding Employees and Former Employees of the Independent Auditor.The Audit Committee shall establish clear policies regarding the Company’s hiring of employeesor former employees of the Independent Auditor who participated in any capacity in the audit ofthe Company.

21. Performance Evaluation and Charter Review. At least annually, the AuditCommittee shall undertake a self-evaluation of the performance of the AuditCommittee, including an assessment of its performance in light of the duties and responsibilitiesset forth in this Charter and such other matters as the Audit Committee may deem necessary orappropriate in its discretion. In connection with such performance evaluation, the AuditCommittee also shall review and assess the adequacy of this Charter on an annual basis, andpropose to the Board for its review and approval any changes to this Charter deemed necessaryor appropriate.

22. Other. The Audit Committee shall have such other power, authority, duties andresponsibilities as may be assigned to it by the Board from time to time.

D. Committee Structure and Operations

1. Meetings. The Audit Committee shall meet with such frequency and at suchintervals as it shall determine is necessary to carry out its duties and responsibilities, but in anycase no less than quarterly. A quorum at any Audit Committee meeting shall be at least amajority of the members. The Audit Committee shall establish a schedule of meetings to be heldeach year and may schedule additional meetings as it determines to be necessary or appropriate.In planning the annual schedule of meetings, the Audit Committee shall ensure that sufficientopportunities exist for its members: (i) to meet separately, periodically (but at least once a year),with the Independent Auditor and the Internal Auditor, without Management (or Board memberswho are not members of the Audit Committee) present; (ii) to meet separately, periodically withManagement, without the Independent Auditor and the Internal Auditor present; and (iii) to meetwith only the Audit Committee members present. The Audit Committee may meet by telephoneor videoconference and may take action by unanimous written consent. The Audit Committeemay invite to meetings such officers of the Company or other persons as the Audit Committeedeems necessary or appropriate in its discretion. Minutes of each meeting shall be kept anddistributed to each member of the Audit Committee. Briefing materials will be provided to theAudit Committee in advance of the meeting.

2. Chairperson. The Board shall appoint a Chairperson of the Audit Committee. TheChairperson of the Audit Committee shall be responsible for the leadership of the AuditCommittee, including presiding, when present, at all meetings of the Audit Committee, preparingthe agenda and making committee assignments. If the Chairperson is not present at a meeting ofthe Audit Committee, the members present at the meeting shall designate one such member asthe acting Chairperson for the meeting.3. Procedures. The Audit Committee may adopt such procedures relating to theconduct of its proceedings as it deems appropriate.

4. Open Communication. The Audit Committee shall maintain regular and opencommunication among its members, the Independent Auditor, the Internal Auditor and Management.

5. Delegation of Authority to Subcommittees. The Audit Committee may delegateits authority to members as the Audit Committee deems appropriate; provided that, any delegateshall report any actions taken by the delegate to the full Audit Committee at its next regularlyscheduled meeting.

6. Retention and Termination of Outside Advisors. The Audit Committee shall havethe authority to retain and terminate outside legal or other advisors to the Audit Committee as itdeems necessary or appropriate in its sole discretion. In selecting any such advisors orconsultants, the Audit Committee shall consider the independence of such advisor or consultant,as determined by it in its business judgment. The Audit Committee shall have the sole authorityto approve the fees and other retention terms for such outside advisors. The Company shallprovide appropriate funding for payment of the compensation (as determined by the AuditCommittee in its sole reasonable opinion) of such outside advisers retained by the AuditCommittee.

7. Reporting to Full Board. The Audit Committee shall review with the Board anyissues that arise within the scope of the oversight responsibility of the Audit Committee asdescribed above and shall report as deemed necessary to the Board regarding the mattersreviewed and the actions taken at meetings of the Audit Committee and make appropriaterecommendations for action by the Board.

8. Resources. The Audit Committee shall have full access to any relevant resourcesof the Company. The Company shall provide appropriate funding for payment of reasonableordinary administrative expenses of the Audit Committee that are necessary or appropriate incarrying out its duties.

E.     Disclosure This Charter, as may be amended from time to time, shall be posted on the Company’swebsite. The Company shall state in its annual proxy statement that this Charter is available onthe Company’s website and provide the website address.

F.     Other Activities The Audit Committee shall perform any other activities consistent with this Charter, theCompany’s declaration of trust and bylaws and governing law as the Board deems appropriate.
Approved: June 23, 2017
Amended: July 29, 2026