Cousins Properties Inc 10-Q for FY2025 Q3
Cousins Properties Inc (CUZ)
10-Q
2025-10-30
For: 2025-09-30
View Original
Added on
April 09, 2026
About this 10-Q
Cousins Properties Inc filed this 10-Q on October 30, 2025, covering the quarter ended September 30, 2025 (FY2025 Q3).
Headline figures
Quarter ended September 30, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $248.33M
- up 18.7% from $209.21M a year earlier
- Net income
- $8.59M
- down 23.3% from net income of $11.2M a year earlier
- Diluted EPS
- $0.05
- down 28.6% from $0.07 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||||||
For the quarterly period ended September 30, 2025
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||||||
For the transition period from to
Commission file number: 001-11312
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||||||||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||||||||
(404 ) 407-1000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | |||||||||||||||
| ("NYSE") | |||||||||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| ☑ | Accelerated filer | ☐ | ||||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ||||||||||||
| Emerging growth company | ||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ☑
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
| Class | Outstanding at October 24, 2025 | |||||||
| Common Stock, $1 par value per share | ||||||||
| Page No. | |||||
FORWARD-LOOKING STATEMENTS
Certain matters contained in this report are “forward-looking statements” within the meaning of the federal securities laws and are subject to uncertainties and risks, as itemized in Item 1A included in the Annual Report on Form 10-K for the year ended December 31, 2024, and the Quarterly Report on Form 10-Q for the quarter ended March 31, 2025. These forward-looking statements include information about possible or assumed future results of the business and our financial condition, liquidity, results of operations, plans, and objectives. Examples of forward-looking statements in this Quarterly Report on Form 10-Q include the Company’s business and financial strategy; objectives of management; future debt financings; future acquisitions and dispositions of operating assets, joint venture interests, and land; future acquisitions of investments in real estate debt; future development and redevelopment opportunities; future issuances of common stock, limited partnership units, or preferred stock; future distributions; projected capital expenditures; market and industry trends; future occupancy or volume and velocity of leasing activity; entry into new markets or changes in existing market concentrations; future changes in interest rates and liquidity of capital markets; and all statements that address operating performance, events, investments, or developments that we expect or anticipate will occur in the future.
Any forward-looking statements are based upon management's beliefs, assumptions, and expectations of our future performance, taking into account information that is currently available. These beliefs, assumptions, and expectations may change as a result of possible events or factors, not all of which are known. If a change occurs, our business, financial condition, liquidity, and results of operations may vary materially from those expressed in forward-looking statements. Actual results may vary from forward-looking statements due to, but not limited to, the following: the risks and uncertainties related to the impact of changes in general economic and capital market conditions (on an international or national basis or within the markets in which we operate), including changes in inflation, changes in interest rates, supply chain disruptions, labor market disruptions (including changes in unemployment), dislocation and volatility in capital markets, and potential longer-term changes in consumer and customer behavior resulting from the severity and duration of any downturn, adverse conditions or uncertainty in the U.S. or global economy; risks affecting the real estate industry (including, without limitation, the inability to enter into or renew leases on favorable terms (and on anticipated schedules); any adverse change in the financial condition or liquidity of one or more of our tenants or borrowers under our real estate debt investments; changes in customer preferences regarding space utilization; changes in customers’ financial condition; the availability, cost, and adequacy of insurance coverage; competition from other developers, investors, owners, and operators of real estate; the failure to achieve anticipated benefits from intended or completed acquisitions, developments, investments, or dispositions; the cost and availability of financing, the effectiveness of any interest rate hedging contracts, and any failure to comply with debt covenants under credit agreements; the effect of common stock, debt, or operating partnership unit issuances; threatened terrorist attacks or sociopolitical unrest such as political instability, civil unrest, armed hostilities, or political activism and the potential impact of the same upon our day-to-day building operations; the immediate and long-term impact of the outbreak of a highly infectious or contagious disease on our and our customers’ financial condition; risks associated with security breaches through cyberattacks, cyber intrusions, or otherwise; changes in senior management, the Board of Directors, or key personnel; the potential liability for existing or future environmental or other applicable regulatory requirements, including the requirements to qualify for taxation as a real estate investment trust; the financial condition and liquidity of, or disputes with, joint venture partners; material changes in dividend rates on common shares or other securities or the ability to pay those dividends; the impact of changes to applicable laws, including the tax laws impacting REITs and the passage of the One Big Beautiful Bill Act, and the impact of newly adopted accounting principles on our accounting policies and on period to period comparison of financial results; risks associated with climate change and severe weather events; and those additional risks and factors discussed in reports filed with the Securities and Exchange Commission ("SEC") by the Company.
These forward-looking statements are not exhaustive, speak only as of the date of issuance of this report and are not guarantees of future results, performance, or achievements. The Annual Report on Form 10-K for the year ended December 31, 2024, including Part 1, Item 1A. Risk Factors, and the Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, including Part II, Item 1A, Risk Factors, include additional factors that could adversely affect our business and financial performance. The Company does not undertake a duty to update or revise any forward-looking statement, whether as a result of new information, future events, or other matters, except as otherwise required by law.
1
PART I — FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements.
COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share amounts)
| September 30, 2025 | December 31, 2024 | ||||||||||
| (unaudited) | |||||||||||
| Assets: | |||||||||||
| Real estate assets: | |||||||||||
Operating properties, net of accumulated depreciation of $ | $ | $ | |||||||||
| Land | |||||||||||
| Cash and cash equivalents | |||||||||||
| Investments in real estate debt, at fair value | |||||||||||
| Accounts receivable | |||||||||||
| Deferred rents receivable | |||||||||||
| Investments in unconsolidated joint ventures | |||||||||||
| Intangible assets, net | |||||||||||
| Other assets, net | |||||||||||
| Total assets | $ | $ | |||||||||
| Liabilities: | |||||||||||
| Notes payable | $ | $ | |||||||||
| Accounts payable and accrued expenses | |||||||||||
| Deferred income | |||||||||||
| Intangible liabilities, net | |||||||||||
| Other liabilities | |||||||||||
| Total liabilities | |||||||||||
| Commitments and contingencies | |||||||||||
| Equity: | |||||||||||
| Stockholders' investment: | |||||||||||
Common stock, $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Distributions in excess of cumulative net income | ( | ( | |||||||||
| Accumulated other comprehensive loss | ( | ||||||||||
| Total stockholders' investment | |||||||||||
| Nonredeemable noncontrolling interests | |||||||||||
| Total equity | |||||||||||
| Total liabilities and equity | $ | $ | |||||||||
| See accompanying notes. | |||||||||||
2
COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited; in thousands, except per share amounts)
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 30, | September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
| Rental property revenues | $ | $ | $ | $ | |||||||||||||||||||
| Fee income | |||||||||||||||||||||||
| Other | |||||||||||||||||||||||
| Expenses: | |||||||||||||||||||||||
| Rental property operating expenses | |||||||||||||||||||||||
| Reimbursed expenses | |||||||||||||||||||||||
| General and administrative expenses | |||||||||||||||||||||||
| Interest expense | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| Other | |||||||||||||||||||||||
| Loss from unconsolidated joint ventures | ( | ( | ( | ( | |||||||||||||||||||
| Gain on investment property transactions | |||||||||||||||||||||||
| Net income | |||||||||||||||||||||||
| Net income attributable to noncontrolling interests | ( | ( | ( | ( | |||||||||||||||||||
| Net income available to common stockholders | $ | $ | $ | $ | |||||||||||||||||||
| Net income per common share — basic and diluted | $ | $ | $ | $ | |||||||||||||||||||
| Weighted average common shares — basic | |||||||||||||||||||||||
| Weighted average common shares — diluted | |||||||||||||||||||||||
| See accompanying notes. | |||||||||||||||||||||||
3
COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(unaudited; in thousands)
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 30, | September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Comprehensive Income: | |||||||||||||||||||||||
| Net income available to common stockholders | $ | $ | $ | $ | |||||||||||||||||||
| Other comprehensive income (loss): | |||||||||||||||||||||||
| Unrealized gain (loss) on cash flow hedges | ( | ||||||||||||||||||||||
| Amortization of cash flow hedges | ( | ( | |||||||||||||||||||||
| Total other comprehensive income (loss) | ( | ( | |||||||||||||||||||||
| Total comprehensive income | $ | $ | $ | $ | |||||||||||||||||||
| See accompanying notes. | |||||||||||||||||||||||
4
COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EQUITY
(unaudited; in thousands except per share amounts)
| Three Months Ended September 30, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | Additional Paid-In Capital | Distributions in Excess of Net Income | Stockholders' Investment | Nonredeemable Noncontrolling Interests | Total Equity | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance June 30, 2025 | $ | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Amortization of stock-based compensation, net of forfeitures | ( | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Distributions to noncontrolling interests | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Common dividends ($ | — | — | ( | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance September 30, 2025 | $ | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Three Months Ended September 30, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | Additional Paid-In Capital | Distributions in Excess of Net Income | Accumulated Other Comprehensive Income (Loss) | Stockholders’ Investment | Nonredeemable Noncontrolling Interests | Total Equity | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance June 30, 2024 | $ | $ | $ | ( | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | ( | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Amortization of stock-based compensation, net of forfeitures | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Distributions to noncontrolling interests | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Common dividends ($ | — | — | ( | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance September 30, 2024 | $ | $ | $ | ( | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||
5
| Nine Months Ended September 30, 2025 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | Additional Paid-In Capital | Distributions in Excess of Net Income | Accumulated Other Comprehensive Income (Loss) | Stockholders' Investment | Nonredeemable Noncontrolling Interests | Total Equity | ||||||||||||||||||||||||||||||||||||||||||||||||||
Balance December 31, 2024 | $ | $ | $ | ( | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common stock issued and tax withholding pursuant to stock-based compensation | ( | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Amortization of stock-based compensation, net of forfeitures | ( | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Contributions from noncontrolling interests | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Distributions to noncontrolling interests | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
Common dividends ($ | — | — | ( | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
Balance September 30, 2025 | $ | $ | $ | ( | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||
| Nine Months Ended September 30, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | Additional Paid-In Capital | Treasury Stock | Distributions in Excess of Net Income | Accumulated Other Comprehensive Income (Loss) | Stockholders’ Investment | Nonredeemable Noncontrolling Interests | Total Equity | |||||||||||||||||||||||||||||||||||||||||||||||||
Balance December 31, 2023 | $ | $ | $ | ( | $ | ( | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | ( | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||
| Common stock issued and tax withholding pursuant to stock-based compensation | ( | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Amortization of stock-based compensation, net of forfeitures | ( | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Retirement of Treasury Stock | ( | ( | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Contributions from noncontrolling interests | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Distributions to noncontrolling interests | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||
Common dividends ($ | — | — | — | ( | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||
| Balance September 30, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||
See accompanying notes.
6
COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited; in thousands)
| Nine Months Ended September 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Gain on investment property transactions | ( | ||||||||||
| Depreciation and amortization | |||||||||||
| Amortization of deferred financing costs, debt premiums, and debt discounts, net | |||||||||||
| Equity-classified stock-based compensation expense, net of forfeitures | |||||||||||
| Effect of non-cash adjustments to rental revenues | ( | ( | |||||||||
| Loss from unconsolidated joint ventures | |||||||||||
| Operating distributions from unconsolidated joint ventures | |||||||||||
| Changes in other operating assets and liabilities, net of acquisitions: | |||||||||||
| Change in receivables and other assets, net | ( | ( | |||||||||
| Change in operating liabilities, net | ( | ( | |||||||||
| Net cash provided by operating activities | |||||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||||||
| Capital expenditures | ( | ( | |||||||||
| Property acquisitions | ( | ||||||||||
| Proceeds from borrower repayment of investments in real estate debt | |||||||||||
| Investments in real estate debt | ( | ( | |||||||||
| Contributions to unconsolidated joint ventures | ( | ( | |||||||||
| Proceeds from investment property sales, net | ( | ||||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||||||
| Proceeds from credit facility | |||||||||||
| Repayment of credit facility | ( | ( | |||||||||
| Bond issuance, net of original issue discount | |||||||||||
| Repayment of term loans | ( | ||||||||||
| Repayment of senior notes | ( | ||||||||||
| Repayment of mortgages | ( | ( | |||||||||
| Repurchase of shares withheld for taxes on restricted stock vestings | ( | ( | |||||||||
| Payment of deferred financing costs | ( | ( | |||||||||
| Payment of issuance of common stock costs | ( | ||||||||||
| Common dividends paid | ( | ( | |||||||||
| Contributions from noncontrolling interests | |||||||||||
| Distributions to noncontrolling interests | ( | ( | |||||||||
| Net cash provided by financing activities | |||||||||||
| NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | ( | ||||||||||
| CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | |||||||||||
| CASH AND CASH EQUIVALENTS AT END OF PERIOD | $ | $ | |||||||||
See accompanying notes.
7
COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2025
(Unaudited)
1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
Description of Business: Cousins Properties Incorporated (“Cousins”), a Georgia corporation, is a fully integrated, self-administered, and self-managed real estate investment trust (“REIT”). Cousins conducts substantially all of its business through Cousins Properties LP ("CPLP"). Cousins owns in excess of 99 % of CPLP and consolidates CPLP. CPLP wholly owns Cousins TRS Services LLC ("CTRS"), a taxable entity which owns and manages its own real estate portfolio and performs certain real estate-related services.
Cousins, CPLP, CTRS, and their subsidiaries (collectively, the “Company”) develop, acquire, lease, manage, and own primarily Class A office properties and opportunistic mixed-use developments in the Sun Belt markets of the United States with a focus on Austin, Atlanta, Charlotte, Tampa, Phoenix, Dallas, and Nashville. Cousins has elected to be taxed as a REIT and intends to, among other things, distribute at least 100 % of its net taxable income to stockholders, thereby eliminating any liability for federal income taxes under current law. Therefore, the results included herein do not include a federal income tax provision for Cousins. As of September 30, 2025, the Company's operating portfolio of real estate assets consisted of interests in 21.1 million square feet of office space and 467,000 square feet of other space.
Basis of Presentation: The condensed consolidated financial statements are unaudited and were prepared by the Company in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”). In the opinion of management, these interim financial statements reflect all adjustments necessary (all of which are of a normal and recurring nature) for the fair presentation of the interim financial statements and accompanying notes. The results of operations for the three and nine months ended September 30, 2025 are not necessarily indicative of results expected for the full year. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been omitted pursuant to the rules and regulations of the SEC. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes to the consolidated financial statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2024. The accounting policies employed are substantially the same as those shown in note 2 of the notes to consolidated financial statements included therein.
The Company evaluates all partnerships, joint ventures, and other arrangements with variable interests to determine if the entity or arrangement qualifies as a variable interest entity ("VIE"), as defined in the Financial Accounting Standard Board's ("FASB") Accounting Standards Codification ("ASC"). If the entity or arrangement qualifies as a VIE and the Company is determined to be the primary beneficiary, the Company is required to consolidate the assets, liabilities, and results of operations of the VIE. The Company had no investments or interests in any VIEs as of September 30, 2025 or December 31, 2024.
8
2. REAL ESTATE
In July 2025, the Company acquired The Link in Uptown Dallas. The assets acquired and liabilities assumed were recorded at relative fair value as determined by management, with the assistance of third party specialists, based on information available at the acquisition date and on current assumptions of future operations. The following table summarizes the acquisition ($ in thousands):
| The Link | |||||
| Closing Purchase Price | $ | ||||
| Acquisition Date | July 2025 | ||||
| Square Feet | |||||
| Market | Dallas | ||||
| Purchase Price Allocation | |||||
| Tangible assets | |||||
| Operating properties | $ | ||||
| Intangible and other assets | |||||
| In-place leases (1) | |||||
| Prepaid expenses | |||||
| Intangible and other liabilities | |||||
| Below market leases (1) | ( | ||||
| Accounts payable and other liabilities | ( | ||||
| ( | |||||
| Total net assets acquired (2) | $ | ||||
(1) The intangible assets and liabilities will be amortized over a weighted average remaining lease term of 9.3 years from the acquisition date.
(2) Represents net purchase price, including acquisition costs of $280,000 as well as net operating liabilities of $3.3 million acquired through closing prorations.
9
3. INVESTMENTS IN REAL ESTATE DEBT
The details of the real estate debt investments are as follows ($ in thousands):
| Carrying Value and Fair Value at | |||||||||||||||||||||||||||||||||||||||||
| Collateral | September 30, 2025 | December 31, 2024 | |||||||||||||||||||||||||||||||||||||||
110 East - Pledge of equity interest (1) Charlotte, NC, Office Building | $ | $ | |||||||||||||||||||||||||||||||||||||||
Radius - Pledge of equity interest (1) Nashville, TN, Office Building | |||||||||||||||||||||||||||||||||||||||||
Saint Ann - Pledge of asset Dallas, TX, Office Building | |||||||||||||||||||||||||||||||||||||||||
Neuhoff - Pledge of equity interest (2) Nashville, TN, Mixed Use Development | |||||||||||||||||||||||||||||||||||||||||
| $ | $ | ||||||||||||||||||||||||||||||||||||||||
(1) The first priority lender of these mortgage loans had a combined balance of $89.9 million and $152.7 million as of September 30, 2025 and December 31, 2024, respectively.
(2) Reflects a loan to the Company's equity partner in the Neuhoff joint venture and is secured by such partner's 50 % equity interest in the joint venture.
| Interest Income for the Three Months Ended September 30, | Interest Income for the Nine Months Ended September 30, | |||||||||||||||||||||||||||||||||||||||||||
| Collateral | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||||||||||||||||
110 East - Pledge of equity interest Charlotte, NC, Office Building | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||
Radius - Pledge of equity interest Nashville, TN, Office Building | ||||||||||||||||||||||||||||||||||||||||||||
Saint Ann - Pledge of asset Dallas, TX, Office Building | ||||||||||||||||||||||||||||||||||||||||||||
Neuhoff - Pledge of equity interest Nashville, TN, Mixed Use Development | ||||||||||||||||||||||||||||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||
In the second quarter of 2024, the Company acquired the Radius and 110 East mezzanine real estate loans for $27.2 million, which were subordinated to the first priority mortgage loans. These loans had a weighted average spread in excess of Term Secured Overnight Financing Rate ("SOFR") of 8.68 %.
In the fourth quarter of 2024, the Company acquired one mortgage loan at par for $138.0 million. This mortgage was secured by Saint Ann Court, a 320,000 square foot office property in Dallas, had a maturity of December 7, 2024, and had a spread in excess of SOFR of 3.66 %, with an additional 5 % spread during any default period. One month after the loan went into default, on January 7, 2025, the Saint Ann borrower repaid the $138.0 million mortgage loan at par and paid the interest in full.
On January 10, 2025, the Company entered into the First Amendment to Mezzanine Loan Agreement on the Radius loan, which among other things, reduced the requirements for the borrower to qualify for an extension on the loan in exchange for a minimum payment of interest. On March 27, 2025, the Radius borrower repaid the $12.8 million mezzanine loan, and paid the interest in full, including a minimum interest guaranty of $858,000 . Interest income on investments in real estate debt, including this minimum interest guaranty, is included in other revenue in the Company's consolidated statements of operations.
In the third quarter of 2025, the Company loaned its joint venture partner $19.6 million, which the partner used to fund a contribution to the Neuhoff joint venture. The loan to the Company's partner is secured by such partner’s interest in the joint venture, bears interest at SOFR plus 6.25 %, and has an initial maturity of September 30, 2026, which may be extended to September 30, 2027 if the related joint venture construction loan is extended (see note 4).
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The 110 East loan provides the borrower with an opportunity to extend the initial maturity date of February 2026 to February 2027, subject to certain conditions. The variable interest rate at September 30, 2025 was 13.15 %, including a SOFR base rate of 4.15 %. The borrower has additional borrowing capacity under this loan, for which the Company funded $2.4 million subsequent to the acquisition of the loan through the period ended September 30, 2025. The Company's share of additional borrowing capacity commitment under this loan is $4.8 million as of September 30, 2025.
As of September 30, 2025, the Company believes the fair value of the investments in real estate debt approximates the invested carrying values and, therefore, did not record any unrealized gain or loss on those investments. The acquisition and origination of the Neuhoff partnership loan was a recently executed market transaction (Level 2) and market instruments for similar debt have not changed significantly since acquisition. The 110 East mezzanine real estate loan rate approximates that which a loan with a similar maturity and loan-to-value relationship could have obtained on September 30, 2025. This fair value analysis is considered to be Level 2 under the guidelines set forth in ASC 820, as the Company utilizes market rates for similar type loans from third party brokers. In subsequent periods, the Company may make adjustments to the carrying values of these loan investments if any are required through application of the fair value hierarchy provided for under GAAP. Interest income earned and any unrealized gain or loss associated with investments in real estate debt are recorded as a component of other revenue on the Company's consolidated statement of operations.
4. INVESTMENTS IN UNCONSOLIDATED JOINT VENTURES
The following information summarizes financial data and principal activities of the Company's unconsolidated joint ventures. The information included in the Summary of Financial Position table is as of September 30, 2025 and December 31, 2024 ($ in thousands).
| SUMMARY OF FINANCIAL POSITION | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Company's Ownership Interest | Total Assets | Total Liabilities | Total Equity (Deficit) | Company's Investment (Deferred Income) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Operating Properties: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| AMCO 120 WT Holdings, LLC | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||
| Crawford Long - CPI, LLC (1) | ( | ( | ( | (2) | ( | (2) | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Neuhoff Holdings LLC (3) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| TL CO Proscenium JV, LLC | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Land: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 715 Ponce Holdings LLC | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||
(1) Crawford Long - CPI, LLC has a mortgage loan for the Medical Offices at Emory Hospital property. This $83.0 million interest-only mortgage loan has a fixed interest rate of 4.80 % and matures on June 1, 2032. The Company provides a customary "non-recourse carve-out guaranty" for this loan.
(2) Negative balance is included in deferred income on the consolidated balance sheets.
(3) The Neuhoff Holdings LLC properties have commenced initial operations but are not yet stabilized. Included in the total liabilities above is a construction loan which had an initial borrowing capacity up to $312.7 million, of which the Company's share was $156.4 million. In September 2025, the joint venture entered into the first amendment to the construction loan, repaid $39.2 million of outstanding principal (reducing the current loan capacity to $273.5 million), and extended the maturity date to September 30,
2026. The construction loan now has a total outstanding principal amount of $250 million, of which the Company's share is $125 million. The updated interest rate applicable to the construction loan is based on SOFR plus 3.00 % with a minimum rate of 6.25 %. The joint venture has one option, subject to certain conditions, to extend the maturity date for an additional 12 months from the current maturity date. The Company and its joint venture partner guarantee their respective halves of the borrower's obligations to pay certain required equity contributions and project carrying costs, as well as timely completion of project construction. The Company and its partner also provide a customary "non-recourse carve-out guaranty". Contemporaneous with the loan transaction, the Company loaned its joint venture partner $19.6 million to fund its related contribution to the Neuhoff joint venture (see note 3).
2026. The construction loan now has a total outstanding principal amount of $
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The information included in the Summary of Operations table below is for the nine months ended September 30, 2025 and 2024 ($ in thousands).
| SUMMARY OF OPERATIONS | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total Revenues | Net Income (Loss) | Company's Income (Loss) from Investment | |||||||||||||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||
| Operating Properties: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| AMCO 120 WT Holdings, LLC | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||
| Crawford Long - CPI, LLC | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Neuhoff Holdings LLC | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| TL CO Proscenium JV, LLC | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Land: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| 715 Ponce Holdings LLC | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| $ | $ | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||||||||||||||||||||||||
5. INTANGIBLE ASSETS AND LIABILITIES
| 2025 | 2024 | |||||||||||||
In-place leases, net of accumulated amortization of $ in 2025 and 2024, respectively | $ | $ | ||||||||||||
Below-market ground leases, net of accumulated amortization of $ $ | ||||||||||||||
Above-market leases, net of accumulated amortization of $ in 2025 and 2024, respectively | ||||||||||||||
| Goodwill | ||||||||||||||
| $ | $ | |||||||||||||
| 2025 | 2024 | |||||||||||||
Below-market leases, net of accumulated amortization of $ | $ | $ | ||||||||||||
The amortization of the above assets and liabilities are recorded as follows ($ in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
| Rental property revenues, net (Below-market and Above-market leases) | $ | $ | $ | $ | |||||||||||||||||||
| Expenses: | |||||||||||||||||||||||
| Depreciation and amortization (In-place leases) | |||||||||||||||||||||||
| Rental property operating and other expenses (Below-market ground leases) | |||||||||||||||||||||||
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Over the next five years and thereafter, aggregate amortization of these intangible assets and liabilities is anticipated to be as follows ($ in thousands):
| In-Place Leases | Below-Market Ground Leases | Above-Market Leases | Below-Market Leases | ||||||||||||||||||||||||||
| 2025 (three months) | $ | $ | $ | $ | ( | ||||||||||||||||||||||||
| 2026 | ( | ||||||||||||||||||||||||||||
| 2027 | ( | ||||||||||||||||||||||||||||
| 2028 | ( | ||||||||||||||||||||||||||||
| 2029 | ( | ||||||||||||||||||||||||||||
| Thereafter | ( | ||||||||||||||||||||||||||||
| $ | $ | $ | $ | ( | |||||||||||||||||||||||||
6. OTHER ASSETS
Other assets on the consolidated balance sheets as of September 30, 2025 and December 31, 2024 included the following ($ in thousands):
| 2025 | 2024 | |||||||||||||
| Predevelopment costs and earnest money (1) | $ | $ | ||||||||||||
| Prepaid expenses and other assets | ||||||||||||||
Lease inducements, net of accumulated amortization of $ | ||||||||||||||
Furniture, fixtures and equipment and other deferred costs, net of accumulated depreciation of $ | ||||||||||||||
Credit Facility deferred financing costs, net of accumulated amortization of $ | ||||||||||||||
| $ | $ | |||||||||||||
(1) Predevelopment costs represent amounts that are capitalized related to predevelopment projects that the Company determined are probable of future development.
(2) Represents incentives paid to tenants in conjunction with leasing space, such as moving costs, sublease arrangements of prior space, and other costs. These amounts are amortized into rental revenues over the individual underlying lease terms.
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7. NOTES PAYABLE
The following table summarizes the terms of notes payable outstanding at September 30, 2025 and December 31, 2024 ($ in thousands):
| Description | Interest Rate (1) | Maturity (2) | 2025 | 2024 | ||||||||||||||||||||||
| Unsecured Notes: | ||||||||||||||||||||||||||
| Credit Facility | April 2027 | $ | $ | |||||||||||||||||||||||
| Public Senior Notes | October 2034 | |||||||||||||||||||||||||
| Public Senior Notes | July 2030 | |||||||||||||||||||||||||
| Public Senior Notes | February 2032 | |||||||||||||||||||||||||
| Term Loan (3) | March 2026 | |||||||||||||||||||||||||
| Privately Placed Senior Notes | July 2029 | |||||||||||||||||||||||||
| Term Loan (4) | February 2026 | |||||||||||||||||||||||||
| Privately Placed Senior Notes (5) | July 2025 | |||||||||||||||||||||||||
| Privately Placed Senior Notes | July 2028 | |||||||||||||||||||||||||
| Privately Placed Senior Notes | July 2027 | |||||||||||||||||||||||||
| Privately Placed Senior Notes | July 2027 | |||||||||||||||||||||||||
| Secured Mortgage Notes: | ||||||||||||||||||||||||||
| Terminus (6) | January 2031 | |||||||||||||||||||||||||
| 201 N. Tryon | October 2026 | |||||||||||||||||||||||||
| Colorado Tower | September 2026 | |||||||||||||||||||||||||
| $ | $ | |||||||||||||||||||||||||
| Unamortized original issue discount | ( | ( | ||||||||||||||||||||||||
| Unamortized loan costs | ( | ( | ||||||||||||||||||||||||
| Total Notes Payable | $ | $ | ||||||||||||||||||||||||
(1) Interest rate as of September 30, 2025.
(2) Weighted average maturity of notes payable outstanding at September 30, 2025 was 4.0 years, exclusive of unexercised extension options.
(3) The Company exercised the second of four available six-month extension options, which became effective on September 3, 2025, and extends the maturity to March 3, 2026.
(4) The Company exercised the third of four available 180-day extension options, which became effective on August 25, 2025, and extends the maturity to February 20, 2026.
(5) In July of 2025, the Company repaid these notes in full.
Credit Facility
On May 2, 2022, the Company entered into a Fifth Amended and Restated Credit Agreement (the "Credit Facility") under which the Company may borrow up to $1 billion if certain conditions are satisfied. The Credit Facility contains financial covenants that require, among other things, the maintenance of unencumbered interest coverage ratio of at least 1.75 x; a fixed charge coverage ratio of at least 1.50 x; a secured leverage ratio of no more than 50 %; and an overall leverage ratio of no more than 60 %. The Credit Facility matures on April 30, 2027.
The interest rate applicable to the Credit Facility varies according to the Company's credit rating and leverage ratio and may, at the election of the Company, be determined based on either (1) the Daily SOFR or Term SOFR, plus a SOFR adjustment of 0.10 % ("Adjusted SOFR") and a spread of between 0.725 % and 1.40 %, or (2) the greater of (i) Bank of America's prime rate, (ii) the federal funds rate plus 0.50 %, (iii) Term SOFR, plus a SOFR adjustment of 0.10 %, and 1.00 %, or (iv) 1.00 %, plus a spread of between 0.00 %
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and 0.40 %, based on leverage. In addition to the interest rate, the Credit Facility is also subject to an annual facility fee of 0.125 % to 0.30 %, depending on the Company's credit rating and leverage ratio, on the entire $1 billion capacity.
In April 2024, the Company notified the administrative agent of the Credit Facility of the Company's receipt of corporate investment grade ratings. These ratings reduced the Credit Facility's Adjusted SOFR spread and facility fee range effective April 17, 2024. Changes in the Company's investment grade ratings may result in additional adjustments to the applicable spread and facility fee. Prior to April 17, 2024, the applicable spread was between 0.90 % and 1.40 % and the facility fee range was 0.15 % to 0.30 %, depending on leverage.
At September 30, 2025, the Credit Facility's interest rate spread over Adjusted SOFR was 0.775 %, and the facility fee was 0.15 %. The amount that the Company may draw under the Credit Facility is a defined calculation based on the Company's unencumbered assets and other factors. The total available borrowing capacity under the Credit Facility was $916.3 million at September 30, 2025. Any amounts outstanding under the Credit Facility may be accelerated upon the occurrence of any events of default.
Term Loans
On October 3, 2022, the Company entered into a Delayed Draw Term Loan Agreement (the "2022 Term Loan") and borrowed the full $400 million available under the loan. Under the 2022 Term Loan, the applicable interest rate varies according to the Company's credit rating and leverage ratio and may, at the election of the Company, be determined based on either (1) the Daily SOFR or Term SOFR, plus a SOFR adjustment of 0.10 % ("Adjusted SOFR") and a spread of between 0.80 % and 1.60 %, or (2) the greater of (i) Bank of America's prime rate, (ii) the federal funds rate plus 0.50 %, (iii) Term SOFR, plus a SOFR adjustment of 0.10 %, and 1.00 %, or (iv) 1.00 %, plus a spread of between 0.00 % and 0.65 %, based on leverage. The loan had an initial maturity of March 3, 2025 with four consecutive options to extend the maturity date for an additional six months each. The Company exercised the first of the four six-month extension options, which became effective March 3, 2025, and elected six-month Term SOFR fixing the underlying SOFR rate at 4.2618 % from March 3, 2025 through September 2, 2025. The Company exercised the second of the four six-month extension options, which became effective September 3, 2025, extending the maturity date to March 3, 2026, and elected six-month Term SOFR fixing the underlying SOFR rate at 4.0206 % from September 3, 2025 through March 2, 2026. The final maturity date, should the Company elect to exercise the two remaining extensions, would be March 3, 2027. The covenants under the 2022 Term Loan are the same as the Credit Facility. At September 30, 2025, the spread over the underlying SOFR rates was 0.85 % for the 2022 Term Loan.
On April 19, 2023, the Company entered into a floating-to-fixed rate swap with respect to $200 million of the $400 million 2022 Term Loan through the initial maturity date of March 3, 2025. This swap fixed the underlying SOFR rate at 4.298 %. On January 26, 2024, the Company entered into a floating-to-fixed rate swap with respect to remaining $200 million of the $400 million 2022 Term Loan through the initial maturity date of March 3, 2025. This swap fixed the underlying SOFR rate at 4.6675 % (see note 8). These two swaps fixed the underlying SOFR rate for the full $400 million at a weighted average of 4.483 %. These swaps expired on March 3, 2025.
On June 28, 2021, the Company entered into an Amended and Restated Term Loan Agreement (the "2021 Term Loan") that amended a former term loan agreement. Under the 2021 Term Loan, the Company has borrowed $350 million with an initial maturity of August 30, 2024 and four consecutive options to extend the maturity date for an additional 180 days each. In August 2024, the Company repaid $100 million of the $350 million outstanding. The Company has exercised the third of four 180-day extension options, which became effective August 25, 2025, extending the maturity date on the remaining $250 million to February 20, 2026. The final maturity date, assuming the Company exercises the one remaining extension, would be August 20, 2026. On September 19, 2022, the Company entered into the First Amendment to the 2021 Term Loan. This amendment aligns covenants and available interest rates, including the addition of SOFR, to that of the Credit Facility. Under the terms of this First Amendment, the interest rate applicable to the 2021 Term Loan varies according to the Company's credit rating and leverage ratio and may, at the election of the Company, be determined based on either (1) the Daily SOFR or Term SOFR, plus a SOFR adjustment of 0.10 % ("Adjusted SOFR") and a spread of between 0.85 % and 1.65 %, or (2) the greater of (i) Bank of America's prime rate, (ii) the federal funds rate plus 0.50 %, (iii) Term SOFR, plus a SOFR adjustment of 0.10 %, and 1.00 %, or (iv) 1.00 %, plus a spread of between 0.00 % and 0.65 %, based on leverage. At September 30, 2025, the spread over the underlying SOFR rates was 1.00 % for the 2021 Term Loan.
On September 27, 2022, the Company entered into a floating-to-fixed interest rate swap with respect to the $350 million 2021 Term Loan through the initial maturity date of August 30, 2024. This swap effectively fixed the underlying SOFR rate at 4.234 % (see note 8). This swap expired on August 30, 2024, and the loan has reverted to the elected underlying Daily SOFR rate.
In April 2024, the Company received a new corporate investment grade rating. Effective April 17, 2024, the Adjusted SOFR spread range of the 2022 Term Loan and the 2021 Term Loan were reduced to reflect the investment grade rating. Changes in the Company's investment grade ratings may result in additional adjustments to the applicable spread in the future. Prior to April 17, 2024, the applicable spread was between 1.05 1.65
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Unsecured Senior Notes
At September 30, 2025, the Company had $2.2 billion aggregate principal amount of senior unsecured notes outstanding.
In June 2025, CPLP issued $500.0 million in aggregate principal amount of 5.25 % public senior notes. Upon issuance of these notes, CPLP received proceeds of $499.9 million dollars, net of the original issue discount of $65,000 , resulting in an effective interest rate of 5.251 %. These public senior notes are fully and unconditionally guaranteed by the Company. The proceeds were used to repay, at maturity, the $250.0 million outstanding amount of the privately placed senior notes due July 7, 2025; to partially fund the acquisition of The Link on July 28, 2025 (see note 2); and for general corporate purposes. These public senior notes had issuance costs of $4.2 million and mature on July 15, 2030.
In December 2024, CPLP issued $400.0 million in aggregate principal amount of 5.375 % public senior notes. Upon issuance of these notes, CPLP received proceeds of $397.9 million dollars, net of the original issue discount of $2.1 million, resulting in an effective interest rate of 5.464 %. These public senior notes are fully and unconditionally guaranteed by the Company. The proceeds were used to partially fund the acquisitions of the Sail Tower and Vantage South End properties in December 2024. These public senior notes had issuance costs of $3.6 million and mature on February 15, 2032.
In August 2024, CPLP issued $500.0 million in aggregate principal amount of 5.875 % public senior notes. Upon issuance of these public senior notes, CPLP received proceeds of $498.5 million dollars, net of the original issue discount of $1.5 million, resulting in an effective interest rate of 5.912 %. These public senior notes are fully and unconditionally guaranteed by the Company. The proceeds were used primarily to repay $373.8 million outstanding on the Credit Facility and repay $100 million of the $350 million outstanding on the 2021 Term Loan. These public senior notes had issuance costs of $5.3 million and mature on October 1, 2034.
The Company's public senior notes are subject to certain customary covenants that, subject to certain exceptions, include (a) a limitation on the ability of the Company and CPLP to, among other things, incur additional secured and unsecured indebtedness; (b) a limitation on the ability of the Company and CPLP to merge, consolidate, sell, lease, or otherwise dispose of their properties and assets substantially as an entirety; and (c) a requirement that the Company maintain a pool of unencumbered assets. To avoid any such limitations, these covenants require, among other things, maintaining the following financial metrics as defined in the agreement: unencumbered debt ratio of at least 150 %; an EBITDA to debt service ratio of at least 1.50 x; a secured leverage ratio of no more than 40 %; and an overall leverage ratio of no more than 60 %.
The Company also has $750.0 million aggregate principal amount of privately placed unsecured senior notes outstanding that were funded in four tranches. The first tranche of $100 million is due in 2027 and has a fixed annual interest rate of 4.09 %. The second tranche of $125 million is due in 2027 and has a fixed annual interest rate of 3.78 %. The third tranche of $250 million is due in 2028 and has a fixed annual interest rate of 3.86 %. The fourth tranche of $275 million is due in 2029 and has a fixed annual interest rate of 3.95 %. The fifth tranche of $250 million privately placed senior unsecured notes had a fixed interest rate of 3.91 % and was repaid at maturity on July 7, 2025.
The privately placed unsecured senior notes contain financial covenants that are consistent with those of our Credit Facility, with the exception of a secured leverage ratio of no more than 40 %. The senior notes also contain customary representations and warranties, both affirmative and negative covenants, and customary events of default.
Secured Mortgage Notes
In November 2024, the Company repaid, in full, its Domain 10 mortgage with remaining principal balance of $70.9 million. The mortgage had an interest rate of 3.75 %.
As of September 30, 2025, the Company had $442.8 million outstanding on four non-recourse mortgage notes with a weighted average interest rate of 4.87 %. All interest rates on the secured mortgage notes are fixed. Assets with depreciated carrying values of $703.4 million were pledged as security on these mortgage notes payable. In addition, the Company provides a customary “non-recourse carve-out guaranty” on each non-recourse loan, along with a guarantee of certain re-leasing expenses for vacancy at 201 N. Tryon.
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Other Debt Information
The Company is in compliance with all of the covenants related to its unsecured and secured debt.
At September 30, 2025 and December 31, 2024, the estimated fair value of the Company’s notes payable was $3.4 billion and $3.1 billion, respectively, calculated by discounting the debt's remaining contractual cash flows at estimated current market rates at which similar loans could have been obtained at September 30, 2025 and December 31, 2024, respectively. The estimate of the current market rates, which is the most significant input in the discounted cash flow calculation, is intended to replicate debt of similar maturity and loan-to-value relationship. These fair value calculations are considered to be Level 2 under the guidelines as set forth in ASC 820, as the Company utilizes market rates for similar type loans from third party brokers.
For the three and nine months ended September 30, 2025 and 2024, interest expense was recorded as follows ($ in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||||||||
| Total interest incurred | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
| Interest capitalized | ( | ( | ( | ( | |||||||||||||||||||||||||||||||
| Total interest expense | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
8. DERIVATIVE FINANCIAL INSTRUMENTS
The Company has no outstanding derivative financial instruments as of September 30, 2025.
On April 19, 2023, the Company entered into a floating-to-fixed interest rate swap ("2023 Swap") with respect to $200 million principal amount of the $400 million 2022 Term Loan through the initial loan maturity date of March 3, 2025, fixing the underlying SOFR rate for this portion of the loan at 4.298 %. On January 26, 2024, the Company entered into a floating-to-fixed interest rate swap ("2024 Swap") with respect to the remaining $200 million of the $400 million 2022 Term Loan through the initial maturity date of March 3, 2025, fixing the underlying SOFR rate for this portion of the loan at 4.6675 %. These swaps effectively fixed the underlying SOFR rate at a weighted average of 4.483 % for the entire $400 million principal amount through the initial maturity date. The 2023 and 2024 Swaps expired upon their March 3, 2025 maturity. As of December 31, 2024, the fair values of the 2023 Swap and 2024 Swap on the 2022 Term Loan resulted in a $10,000 asset and a $115,000 liability, respectively.
On September 27, 2022, the Company entered into a floating-to-fixed interest rate swap ("2022 Swap") with respect to the $350 million 2021 Term Loan through the initial loan maturity date of August 30, 2024. This swap effectively fixed the underlying SOFR rate at 4.234 %. The 2022 Swap expired upon its August 30, 2024 maturity.
The Company's objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. Such derivatives were used to hedge the variable cash flows associated with the 2021 and 2022 Term Loans (referred to herein as "cash flow hedges").
For derivatives designated and that qualify as cash flow hedges of interest rate risk, the gain or loss on the derivative is recorded in Accumulated Other Comprehensive Income and subsequently reclassified into interest expense in the same periods during which the hedged transaction affects earnings.
The counterparties under these swaps are major financial institutions, and the swaps contain provisions whereby if the Company defaults on certain of its indebtedness, and such default results in repayment of such indebtedness being, or becoming capable of being, accelerated by the lender, then the Company could also be declared in default under the swaps. There are no collateral requirements related to these swaps.
17
The table below presents the effect of the Company's derivative financial instruments on the consolidated statements of operations for the three and nine months ended September 30, 2025 and 2024 ($ in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| Cash Flow Hedges: | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Amount of loss (income) recognized in accumulated other comprehensive income on interest rate derivatives | $ | $ | ( | $ | $ | ||||||||||||||||||
| Amount of loss (income) reclassified from accumulated other comprehensive income into income as an increase (reduction) of interest expense | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| Total amount of interest expense presented in the consolidated statements of operations | $ | $ | $ | $ | |||||||||||||||||||
Fair value of cash flow hedges is determined using observable inputs other than quoted prices in active markets, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities. These inputs are considered Level 2 inputs in the fair value hierarchy and the Company engages a third-party expert to determine these inputs. These fair values are determined using the conventional industry methodology of netting the discounted future fixed cash payments and the discounted expected variable cash receipts made between the Company and its counterparties to the cash flow hedges. These variable cash receipts are based on the expectation of future interest rates which are derived from observed market interest rate curves. In addition, any credit valuation adjustments are considered in the fair values to account for potential nonperformance risk to the extent they would be significant inputs to the calculation. For the periods presented, credit valuation adjustments were not considered to be significant inputs.
9. OTHER LIABILITIES
Other liabilities on the consolidated balance sheets as of September 30, 2025 and December 31, 2024 included the following ($ in thousands):
| 2025 | 2024 | |||||||||||||
| Ground lease liability | $ | $ | ||||||||||||
| Prepaid rent | ||||||||||||||
| Security deposits | ||||||||||||||
| Other liabilities | ||||||||||||||
| $ | $ | |||||||||||||
10. COMMITMENTS AND CONTINGENCIES
Commitments
As a lessor, the Company had $131.6 million in future obligations under leases to fund tenant improvements and other future construction obligations at September 30, 2025. Additionally, the Company had $4.8 million of future funding commitments related to investments in real estate debt at September 30, 2025 as discussed in note 3.
Litigation
The Company is subject to various legal proceedings, claims, and administrative proceedings arising in the ordinary course of business, some of which are expected to be covered by liability insurance. Management makes assumptions and estimates concerning the likelihood and amount of any potential loss relating to these matters using the latest information available. The Company records a liability for litigation if an unfavorable outcome is probable and the amount of loss or range of loss can be reasonably estimated. If an unfavorable outcome is probable and a reasonable estimate of the loss is a range, the Company accrues the best estimate within the range. If no amount within the range is a better estimate than any other amount, the Company accrues the minimum amount within the range. If an unfavorable outcome is probable but the amount of the loss cannot be reasonably estimated, the Company discloses the nature of the litigation and indicates that an estimate of the loss or range of loss cannot be made. If an unfavorable outcome is reasonably possible and the estimated loss is material, the Company discloses the nature and estimate of the possible loss of the litigation. The Company does not disclose information with respect to litigation where an unfavorable outcome is considered to be remote or where the estimated loss would not be material. Based on current expectations, such matters, both individually and in the aggregate, are not expected to have a material adverse effect on the liquidity, results of operations, business, or financial condition of the Company.
18
11. STOCKHOLDERS' EQUITY
ATM Program
In 2021, the Company entered into an Equity Distribution Agreement ("EDA") with six financial institutions known as an at-the-market stock offering program ("ATM Program"), under which the Company may offer and sell shares of its common stock from time to time in "at-the-market" offerings with an aggregate gross sales price of up to $500 million. In connection with the ATM Program, Cousins may, at its discretion, enter into forward equity sale agreements. The use of a forward equity sale agreement ("Forward Sales") would allow the Company to lock in a share price on the sale of shares of its common stock at the time the agreement is executed but defer receiving the proceeds from the sale of shares until a later date, allowing the Company to better align such funding with its capital needs. Sales of shares of Cousins' stock through its banking relationships, if any, are made in amounts and at times to be determined by Cousins from time to time, but the Company has no obligation to sell any of the shares in the offering and may suspend sales in connection with the offering at any time. Sales of Cousins' common stock under Forward Sales, if undertaken, meet the derivatives and hedging guidance scope exception as the contracts are related to the Company's own stock. In 2024, the Company filed a Form S-3 to renew the registration of its authorized shares. In conjunction with that Form S-3 filing, the Company entered into a Second Amendment to allow for the continued issuance of shares under this ATM Program.
During the three months ended September 30, 2025, the Company did no t sell any shares under Forward Sales contracts. During the nine months ended September 30, 2025, the Company sold 2.9 million shares under Forward Sales contracts at an average price of $30.44 per share, respectively. These Forward Sales contracts have an initial maturity date of December 31, 2025, which can be extended by mutual agreement of each party. The future settlement proceeds, as of September 30, 2025, net of $894,000 of commissions, will be $88.5 million. Prior to the Forward Sales executed during the nine months ended September 30, 2025, the Company had issued 2.6 million shares under the ATM Program and generated cash proceeds of $101.4 million, net of $1.1 million of commissions, $1.7 million of dividends owed during the period the Forward Sales were outstanding, and $900,000 of other transaction related costs. Of the aggregate gross sales price of up to $500 million available to be sold under the EDA for the current ATM program, the Company has $305.6 million remaining as of September 30, 2025.
To the extent, prior to settlement, shares sold under Forward Sales were potentially dilutive during the period under the treasury stock method, the impact of such dilution is disclosed in the calculation included in note 14. The Company did not issue any shares under the ATM Program during the three and nine months ended September 30, 2025 and did not have any outstanding Forward Sales contracts as of December 31, 2024.
Other Equity Transactions
On February 6, 2024, the Company retired all 2,536,583 shares of Treasury Stock outstanding. These treasury shares had an average cost basis of $57.44 per share.
12. REVENUE RECOGNITION
The Company categorizes its primary sources of revenue into revenue from contracts with customers and other revenue accounted for as leases under ASC 842 as follows:
•Rental property revenues consist of (1) contractual revenues from leases recognized on a straight-line basis over the term of the respective lease; (2) percentage rents recognized once a specified sales target is achieved; (3) parking revenue; (4) termination fees; and (5) the reimbursement of the tenants' share of real estate taxes, insurance, and other operating expenses. The Company's leases typically include renewal options and are classified and accounted for as operating leases. Rental property revenues are accounted for using practical expedients included in accordance with the guidance set forth in ASC 842.
•Fee income consists of development fees, management fees, and leasing fees earned from unconsolidated joint ventures and from third parties. Fee income is accounted for in accordance with the guidance set forth in ASC 606.
For the three and nine months ended September 30, 2025, the Company recognized rental property revenues of $246.5 million and $727.2 million, respectively, of which $69.3 million and $201.4 million, respectively, represented variable rental revenue. For the three and nine months ended September 30, 2024, the Company recognized rental property revenues of $207.3 million and $627.6 million, respectively, of which $56.2 million and $178.2 million, respectively, represented variable rental revenue.
For the three and nine months ended September 30, 2025, the Company recognized fee and other revenue of $1.9 million and $11.6 million, respectively. Included in 2025 other revenue is interest income from investments in real estate debt (see note 3) and the proceeds from the sale of the Company's SVB bankruptcy claim discussed below. For the three and nine months ended September 30, 2024, the Company recognized fee and other revenue of $2.0 million and $3.9 million, respectively.
19
The Company had a lease with SVB Financial Group ("SVB Financial") at its Hayden Ferry 1 property in Phoenix, Arizona. SVB Financial’s primary subsidiary, Silicon Valley Bank ("SVB"), was placed in receivership by the Federal Deposit Insurance Corporation ("FDIC") on March 10, 2023. On March 17, 2023, SVB Financial filed a voluntary petition for a court-supervised reorganization under Chapter 11 of the US Bankruptcy Code. On March 27, 2023, First Citizen's BancShares, Inc. ("FCB") announced it had purchased SVB Financial's subsidiary, SVB, the primary user of the leased space. In June 2023, the Bankruptcy court approved SVB Financial's request for an order rejecting the lease, with an effective date no later than September 30, 2023. In June 2023, the Company recorded a reduction of revenue of $1.6 million related to the write-down of net assets associated with this lease at the time that the collection of rents for the term of the lease no longer remained probable. In February 2025, the Company sold its bankruptcy claim, related primarily to the lease rejection, to a third party for $4.6 million in cash, which is included in other revenue in the Company's consolidated statement of operations for the nine months ended September 30, 2025. The Company has no additional claims under these bankruptcy proceedings as of September 30, 2025.
13. STOCK-BASED COMPENSATION
The Company currently has several types of employee stock-based compensation, including restricted stock and restricted stock units ("RSUs"), issued under the Cousins Properties Incorporated 2019 Omnibus Incentive Stock Plan (the "2019 Plan") and the Employee Stock Purchase Plan ("ESPP"). While the Company's 2019 Plan also allows for the issuance of stock options, none have been issued or exercised or were outstanding as of or during any of the periods presented. A portion of the Company's independent directors' compensation is also provided in the form of Company stock issued under the 2019 Plan.
The Company's compensation expense for the three and nine months ended September 30, 2025 relates to restricted stock, stock-settled RSUs, and the ESPP. Restricted stock and the stock-settled RSUs are equity-classified awards for which compensation expense per share is fixed. For the three and nine months ended September 30, 2025 and 2024, stock-based compensation expense, net of forfeitures, was recorded as follows ($ in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| Equity-classified awards: | ||||||||||||||||||||||||||
| Restricted stock | $ | $ | $ | $ | ||||||||||||||||||||||
| Market-based RSUs | ||||||||||||||||||||||||||
| Performance-based RSUs | ||||||||||||||||||||||||||
| Director grants | ||||||||||||||||||||||||||
| Employee Stock Purchase Plan | ||||||||||||||||||||||||||
| Total equity-classified award expense, net of forfeitures | $ | $ | $ | $ | ||||||||||||||||||||||
Information on the Company's stock compensation plan, including information on the Company's equity-classified awards is discussed in note 15 of the notes to the consolidated financial statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2024.
Grants of Equity-Classified Awards
Under the 2019 Plan, in 2025 and 2024, the Company granted three types of equity-classified awards to key employees under the 2019 Plan: (1) RSUs based on the Total Stockholder Return ("TSR") of the Company, as defined in the award documents, relative to that of office peers included in the Nareit Office Index (the "Market-based RSUs"), (2) RSUs based on the ratio of cumulative funds from operations per share to targeted cumulative funds from operations per share (the “Performance-based RSUs”), and (3) restricted stock.
The RSU awards are equity-classified awards to be settled in common stock with issuance dependent upon the attainment of required service, market, and performance criteria. For the Market-based RSUs, the Company expenses an estimate of the fair value of the awards on the grant date, calculated using a Monte Carlo valuation at grant date, ratably over the vesting period, adjusting only for forfeitures when they occur. The expense of these Market-based RSUs is not adjusted for the number of awards that actually vest. For the Performance-based RSUs, the Company expenses the awards over the vesting period using the fair market value of the Company's stock on the grant date. The expense is recognized ratably over the vesting period and adjusted each quarter based on the number of shares expected to vest and for forfeitures when they occur. The performance period for the Performance-based RSUs and TSR measurement period for the Market-based RSUs awarded is three years starting on January 1 of the year of issuance and ending on December 31. The ultimate settlement of these awards can range from zero percent to 200 % of the targeted number of units depending on the achievement of the market and performance metrics described above.
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The restricted stock vests ratably over three years from the grant date. The Company records restricted stock in common stock and additional paid-in capital at fair value on the grant date, with the offsetting deferred compensation also recorded in additional paid-in capital. The Company records compensation expense over the vesting period.
The following table summarizes the grants of equity-classified awards made to employees by the Company during the nine months ended September 30, 2025 and 2024, respectively, (in thousands):
| Shares and Targeted Units Granted in | |||||||||||
| 2025 | 2024 | ||||||||||
| Market-based RSUs | |||||||||||
| Performance-based RSUs | |||||||||||
| Restricted stock | |||||||||||
The Monte Carlo valuation used to determine the grant date fair value of the equity-classified Market-based RSUs included the following assumptions for those RSUs granted during nine months ended September 30, 2025 and 2024:
| Assumptions for RSUs Granted in | ||||||||||||||
| 2025 | 2024 | |||||||||||||
| Volatility | (1) | % | % | |||||||||||
| Risk-free rate | (2) | % | % | |||||||||||
| Stock beta | (3) | % | % | |||||||||||
(1) Based on historical volatility over three years using daily stock price.
(2) Reflects the yield on three-year Treasury bonds.
(3) Betas are calculated with up to three years of daily stock price data.
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14. EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted earnings per share for the three and nine months ended September 30, 2025 and 2024 ($ in thousands, except per share amounts):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Earnings per common share - basic: | |||||||||||||||||||||||
| Numerator: | |||||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
Net income attributable to noncontrolling interests in CPLP from continuing operations | ( | ( | ( | ( | |||||||||||||||||||
| Net income attributable to other noncontrolling interests | ( | ( | ( | ( | |||||||||||||||||||
| Net income available to common stockholders | $ | $ | $ | $ | |||||||||||||||||||
| Denominator: | |||||||||||||||||||||||
| Weighted average common shares - basic | |||||||||||||||||||||||
| Net income per common share - basic | $ | $ | $ | $ | |||||||||||||||||||
| Earnings per common share - diluted: | |||||||||||||||||||||||
| Numerator: | |||||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Net income attributable to other noncontrolling interests | ( | ( | ( | ( | |||||||||||||||||||
| Net income available for common stockholders before allocation of net income attributable to noncontrolling interests in CPLP | $ | $ | $ | $ | |||||||||||||||||||
| Denominator: | |||||||||||||||||||||||
| Weighted average common shares - basic | |||||||||||||||||||||||
| Add: | |||||||||||||||||||||||
| Potential dilutive common shares - ESPP | |||||||||||||||||||||||
Potential dilutive common shares - restricted stock units, less shares assumed purchased at market price | |||||||||||||||||||||||
Weighted average units of CPLP convertible into common shares | |||||||||||||||||||||||
| Weighted average common shares - diluted | |||||||||||||||||||||||
| Net income per common share - diluted | $ | $ | $ | $ | |||||||||||||||||||
The treasury stock method resulted in no dilution from shares expected to be issued under forward contracts for the future sales of common stock under the Company's ATM Program during the respective periods presented.
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15. CONSOLIDATED STATEMENTS OF CASH FLOWS - SUPPLEMENTAL INFORMATION
Supplemental information related to the cash flows, including significant non-cash activity affecting the consolidated statements of cash flows, for the nine months ended September 30, 2025 and 2024 is as follows ($ in thousands):
| 2025 | 2024 | ||||||||||
| Interest paid, net of amounts capitalized | $ | $ | |||||||||
| Income taxes paid | |||||||||||
| Non-Cash Investing and Financing Activities: | |||||||||||
| Common stock dividends declared and accrued | |||||||||||
| Tenant improvements funded by tenants | |||||||||||
| Change in real estate included in accounts payable and accrued expenses | ( | ( | |||||||||
| Retirement of treasury stock | |||||||||||
16. REPORTABLE SEGMENTS
The Company's segments are based on the method of internal reporting with operating segments being each of the operating office properties. These operating segments are aggregated for reporting by geographical area, with these geographical regions being: Austin, Atlanta, Charlotte, Dallas, Phoenix, Tampa, and other markets. Included in other markets for the periods presented are properties located in Houston and Nashville.
Company management evaluates the performance of its operating segments in part based on Net Operating Income ("NOI"). Office Property NOI is regularly reported to the Chief Operating Decision Maker ("CODM") by operating segment. The CODM is the Company's President and Chief Executive Officer. Each segment includes both consolidated operations and the Company's share of unconsolidated joint venture operations.
Segment net income, individually significant components of rental property operating expenses, amount of capital expenditures, and total assets are not presented in this note because the CODM does not utilize these measures when analyzing segments or when making resource allocation decisions. The below presentation has been recast for all years presented to comply with updates to ASC 280 required by Accounting Standards Update 2023-07 "ASU 2023-07," "Segment Reporting" issued by the Financial Accounting Standards Board in November 2023. Information on the Company's segments along with a reconciliation of NOI to net income for the three and nine months ended September 30, 2025 and 2024 are as follows ($ in thousands):
| Three Months Ended September 30, 2025 | Rental Property Revenues | Rental Property Operating Expenses | NOI | |||||||||||||||||
| Austin | $ | $ | $ | |||||||||||||||||
| Atlanta | ||||||||||||||||||||
| Charlotte | ||||||||||||||||||||
| Tampa | ||||||||||||||||||||
| Phoenix | ||||||||||||||||||||
| Dallas | ||||||||||||||||||||
| Other | ||||||||||||||||||||
| Segment Totals | $ | $ | $ | |||||||||||||||||
| Other Non - Office Properties | ||||||||||||||||||||
| Portfolio Totals | $ | $ | $ | |||||||||||||||||
| Less: Company's share from unconsolidated joint ventures | $ | ( | $ | ( | ||||||||||||||||
| Termination Fees | — | |||||||||||||||||||
| Consolidated Totals | $ | $ | ||||||||||||||||||
23
| Three Months Ended September 30, 2024 | Rental Property Revenues | Rental Property Operating Expenses | NOI | |||||||||||||||||
| Atlanta | $ | $ | $ | |||||||||||||||||
| Austin | ||||||||||||||||||||
| Tampa | ||||||||||||||||||||
| Phoenix | ||||||||||||||||||||
| Charlotte | ||||||||||||||||||||
| Dallas | ||||||||||||||||||||
| Other | ||||||||||||||||||||
| Segment Totals | $ | $ | $ | |||||||||||||||||
| Other Non - Office Properties | $ | $ | $ | |||||||||||||||||
| Portfolio Totals | $ | $ | $ | |||||||||||||||||
| Less: Company's share from unconsolidated joint ventures | $ | ( | $ | ( | ||||||||||||||||
| Termination Fees | — | |||||||||||||||||||
| Consolidated Totals | $ | $ | ||||||||||||||||||
| Nine Months Ended September 30, 2025 | Rental Property Revenues | Rental Property Operating Expenses | NOI | |||||||||||||||||
| Austin | $ | $ | $ | |||||||||||||||||
| Atlanta | ||||||||||||||||||||
| Charlotte | ||||||||||||||||||||
| Tampa | ||||||||||||||||||||
| Phoenix | ||||||||||||||||||||
| Dallas | ||||||||||||||||||||
| Other | ||||||||||||||||||||
| Segment Totals | $ | $ | $ | |||||||||||||||||
| Other Non - Office Properties | ||||||||||||||||||||
| Portfolio Totals | $ | $ | $ | |||||||||||||||||
| Less: Company's share from unconsolidated joint ventures | $ | ( | $ | ( | ||||||||||||||||
| Termination Fees | — | |||||||||||||||||||
| Consolidated Totals | $ | $ | ||||||||||||||||||
24
| Nine Months Ended September 30, 2024 | Rental Property Revenues | Rental Property Operating Expenses | NOI | |||||||||||||||||
| Atlanta | $ | $ | $ | |||||||||||||||||
| Austin | ||||||||||||||||||||
| Tampa | ||||||||||||||||||||
| Phoenix | ||||||||||||||||||||
| Charlotte | ||||||||||||||||||||
| Dallas | ||||||||||||||||||||
| Other | ||||||||||||||||||||
| Segment Totals | $ | $ | $ | |||||||||||||||||
| Other Non - Office Properties | $ | $ | $ | |||||||||||||||||
| Portfolio Totals | $ | $ | $ | |||||||||||||||||
| Less: Company's share from unconsolidated joint ventures | $ | ( | $ | ( | ||||||||||||||||
| Termination Fees | — | |||||||||||||||||||
| Consolidated Totals | $ | $ | ||||||||||||||||||
The following reconciles Net Operating Income from net income for each of the periods presented ($ in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Net Income | $ | $ | $ | $ | |||||||||||||||||||
| Fee income | ( | ( | ( | ( | |||||||||||||||||||
| Termination fee income | ( | ( | ( | ( | |||||||||||||||||||
| Other income | ( | ( | ( | ( | |||||||||||||||||||
| General and administrative expenses | |||||||||||||||||||||||
| Interest expense | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| Reimbursed expenses | |||||||||||||||||||||||
| Other expenses | |||||||||||||||||||||||
| Loss from unconsolidated joint ventures | |||||||||||||||||||||||
| Net operating income from unconsolidated joint ventures | |||||||||||||||||||||||
| Gain on investment property transactions | ( | ||||||||||||||||||||||
| Net Operating Income | $ | $ | $ | $ | |||||||||||||||||||
25
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.
Overview of 2025 Performance and Company and Industry Trends
Cousins Properties Incorporated ("Cousins") (and collectively, with its subsidiaries, the "Company," "we," "our," or "us") is a publicly traded (NYSE: CUZ), self-administered, and self-managed real estate investment trust, or REIT. Cousins conducts substantially all of its business through Cousins Properties LP ("CPLP"). Cousins owns in excess of 99% of CPLP and consolidates CPLP. CPLP owns Cousins TRS Services LLC, a taxable entity that owns and manages its own real estate portfolio and performs certain real estate related services for other parties. Our strategy is to create value for our stockholders through ownership of a lifestyle office portfolio (described in further detail below) in the Sun Belt markets, with a particular focus on the core markets of Austin, Atlanta, Charlotte, Tampa, Phoenix, Dallas, and Nashville. This strategy is based on a disciplined approach to capital allocation that includes opportunistic acquisitions, selective developments, and timely dispositions of non-core assets with a goal of maintaining a portfolio of newer and more efficient properties with lower capital expenditure requirements. This strategy is also based on a simple, flexible, and low-leverage balance sheet that allows us to pursue compelling growth opportunities at the most advantageous points in the cycle. To implement this strategy, we strive to have strong local operating platforms within each of our major markets.
During the quarter, we leased 551,000 square feet of office space, including 209,000 of new and expansion leases representing 38% of total leasing activity. Straight-line basis net rent per square foot increased 23.8% for those office spaces that were under lease within the past year. Same property net operating income (defined below) for consolidated properties and our share of unconsolidated properties increased 1.9% between the three months ended September 30, 2025 and 2024.
For the nine months ended September 30, 2025, we have leased or renewed 1,425,000 square feet of office space, including 682,000 of new and expansion leases representing 48% of the total leasing activity. Straight-line basis net rent per square foot increased by 22.1% for those office spaces that were under lease within the past year. Same property net operating income for consolidated properties and our share of unconsolidated properties increased 3.0% between the nine months ended September 30, 2025 and 2024.
We believe the Sun Belt, and in particular the seven core Sun Belt markets in which we own properties, will continue to outperform the broader office sector as evidenced by clear long-term migration trends to our markets. In addition, as the flight to quality trend accelerates among office users, we believe our lifestyle portfolio is well positioned to benefit from, and ultimately outperform in, the current real estate environment.
We consider “lifestyle offices” to be well-located buildings that are modern structures or have been modernized to compete with newer buildings, are professionally managed and maintained, and offer a number and type of amenities that are in high demand by customers that are focused on the importance of the physical work environment in recruiting and retaining employees. We believe our “lifestyle office” portfolio improves our ability to renew leases and obtain new customers which results in consistently higher occupancy than the remainder of the office buildings in our markets. We do not consider the expression “lifestyle office” a classification of our properties in accordance with any standard listing criteria in the real estate industry. We, therefore, caution investors that our use and definition of “lifestyle office” may be different than the use and definition of similar expressions and traditional classifications that may be used by other companies.
Results of Operations For The Three and Nine Months Ended September 30, 2025
General
Net income available to common stockholders for the three and nine months ended September 30, 2025 was $8.6 million and $44.0 million, respectively. We detail below material changes in the components of net income available to common stockholders for the three and nine months ended September 30, 2025 compared to 2024.
Rental Property Revenue, Rental Property Operating Expenses, and Net Operating Income
The following results include the performance of our Same Property portfolio. Our Same Property portfolio includes office properties that were stabilized and owned by us for the entirety of each comparable reporting period presented. Same Property amounts for the 2025 versus 2024 comparison period are for properties that were stabilized and owned as of January 1, 2024 through September 30, 2025. We consider many factors in determining whether a property has stabilized, including the property’s occupancy (independently and relative to its submarket) and current leasing pipeline, as well as time since the cessation of major construction activity.
Company management evaluates the performance of its property portfolio, in part, based on Net Operating Income ("NOI"). NOI represents rental property revenues, less termination fees, less rental property operating expenses. NOI is not a measure of cash flows or operating results as measured by GAAP, is not indicative of cash available to fund cash needs, and should not be considered an alternative to cash flows as a measure of liquidity. All companies may not calculate NOI in the same manner. We consider NOI to
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be an appropriate supplemental measure to net income as it helps both management and investors understand the core operations of our operating assets. NOI excludes corporate general and administrative expenses, interest expense, depreciation and amortization, impairments, gains/losses on sales of real estate, and other non-operating items. As a result, we use only those income and expense items that are incurred at the property level to evaluate a property's performance.
The following table reconciles net income to consolidated NOI for each of the periods presented ($ in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Net Income | $ | 8,778 | $ | 11,356 | $ | 44,529 | $ | 32,768 | |||||||||||||||
| Fee income | (526) | (495) | (1,516) | (1,280) | |||||||||||||||||||
| Termination fee income | (512) | (895) | (3,378) | (2,451) | |||||||||||||||||||
| Other income | (1,339) | (1,457) | (10,063) | (2,599) | |||||||||||||||||||
| General and administrative expenses | 9,510 | 9,204 | 29,957 | 27,325 | |||||||||||||||||||
| Interest expense | 41,497 | 30,773 | 116,785 | 89,424 | |||||||||||||||||||
| Depreciation and amortization | 105,272 | 89,784 | 308,276 | 271,429 | |||||||||||||||||||
| Reimbursed expenses | 124 | 188 | 420 | 479 | |||||||||||||||||||
| Other expenses | 440 | 327 | 1,305 | 1,602 | |||||||||||||||||||
| Loss from unconsolidated joint ventures | 2,682 | 1,575 | 6,152 | 788 | |||||||||||||||||||
| Gain on investment property transactions | — | — | — | (98) | |||||||||||||||||||
| Net Operating Income | $ | 165,926 | $ | 140,360 | $ | 492,467 | $ | 417,387 | |||||||||||||||
Consolidated rental property revenues, rental property operating expenses, and NOI changed between the 2025 and 2024 periods as follows ($ in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | $ Change | % Change | 2025 | 2024 | $ Change | % Change | ||||||||||||||||||||||||||||||||||||||||
| Rental Property Revenues | |||||||||||||||||||||||||||||||||||||||||||||||
| Same Property | $ | 208,824 | $ | 199,845 | $ | 8,979 | 4.5 | % | $ | 622,941 | $ | 607,068 | $ | 15,873 | 2.6 | % | |||||||||||||||||||||||||||||||
| Non-Same Property | 37,125 | 6,520 | 30,605 | 469.4 | % | 100,884 | 18,033 | 82,851 | 459.4 | % | |||||||||||||||||||||||||||||||||||||
| 245,949 | 206,365 | 39,584 | 19.2 | % | 723,825 | 625,101 | 98,724 | 15.8 | % | ||||||||||||||||||||||||||||||||||||||
| Termination fee income | 512 | 895 | (383) | 3,378 | 2,451 | 927 | |||||||||||||||||||||||||||||||||||||||||
| Total Rental Property Revenues | $ | 246,461 | $ | 207,260 | $ | 39,201 | $ | 727,203 | $ | 627,552 | $ | 99,651 | |||||||||||||||||||||||||||||||||||
| Rental Property Operating Expenses | |||||||||||||||||||||||||||||||||||||||||||||||
| Same Property | $ | 70,838 | $ | 64,272 | $ | 6,566 | 10.2 | % | $ | 206,315 | $ | 202,639 | $ | 3,676 | 1.8 | % | |||||||||||||||||||||||||||||||
| Non-Same Property | 9,185 | 1,733 | 7,452 | 430.0 | % | 25,043 | 5,075 | 19,968 | 393.5 | % | |||||||||||||||||||||||||||||||||||||
| Total Rental Property Operating Expenses | $ | 80,023 | $ | 66,005 | $ | 14,018 | 21.2 | % | $ | 231,358 | $ | 207,714 | $ | 23,644 | 11.4 | % | |||||||||||||||||||||||||||||||
| Net Operating Income | |||||||||||||||||||||||||||||||||||||||||||||||
| Same Property NOI | $ | 137,986 | $ | 135,573 | $ | 2,413 | 1.8 | % | $ | 416,626 | $ | 404,429 | $ | 12,197 | 3.0 | % | |||||||||||||||||||||||||||||||
| Non-Same Property NOI | 27,940 | 4,787 | 23,153 | 483.7 | % | 75,841 | 12,958 | 62,883 | 485.3 | % | |||||||||||||||||||||||||||||||||||||
| Total NOI | $ | 165,926 | $ | 140,360 | $ | 25,566 | 18.2 | % | $ | 492,467 | $ | 417,387 | $ | 75,080 | 18.0 | % | |||||||||||||||||||||||||||||||
Same Property NOI represents Net Operating Income for those office properties that were stabilized and owned by us for the entirety of the 2025 and 2024 reporting periods presented. Same Property NOI allows analysts, investors, and management to analyze continuing operations and evaluate the growth trend of the Company's portfolio.
Same Property Rental Property Revenues increased for the three months ended September 30, 2025 primarily due to an increase in operating expense recoveries included in rental revenues in addition to an increase in parking revenue. Same Property Rental Property Operating Expenses increased for the three months ended September 30, 2025 primarily due to successful real estate tax appeals in the third quarter of 2024.
27
Same Property Rental Property Revenues and NOI increased for the nine months ended September 30, 2025 compared to the same period in the prior year primarily due to an increase in economic occupancy at our Promenade Tower, Corporate Center, and 3350 Peachtree office properties and increases in revenues recognized from tenant funded improvements owned by us. In addition, parking revenue from our Same Property portfolio increased for the nine months ended September 30, 2025 compared to the same period in the prior year.
Non-Same Property Rental Property Revenues, operating expenses, and NOI increased for the three and nine months ended September 30, 2025 compared to the same periods in the prior year primarily due to the acquisitions of our Vantage South End and Sail Tower office properties in December 2024 as well as the acquisition of The Link in July 2025.
The following table details consolidated NOI from properties aggregated by market ($ in thousands):
| Three Months Ended September 30, | |||||||||||||||||||||||
| Market | 2025 | 2024 | $ Change | % Change | |||||||||||||||||||
| Austin | $ | 60,243 | $ | 48,261 | $ | 11,982 | 24.8 | % | |||||||||||||||
| Atlanta | 50,937 | 48,405 | 2,532 | 5.2 | % | ||||||||||||||||||
| Charlotte | 15,590 | 9,684 | 5,906 | 61.0 | % | ||||||||||||||||||
| Tampa | 13,006 | 12,657 | 349 | 2.8 | % | ||||||||||||||||||
| Phoenix | 12,166 | 10,867 | 1,299 | 12.0 | % | ||||||||||||||||||
| Dallas | 7,083 | 3,563 | 3,520 | 98.8 | % | ||||||||||||||||||
| Other (1) | 5,661 | 5,651 | 10 | 0.2 | % | ||||||||||||||||||
| Office NOI | 164,686 | 139,088 | 25,598 | 18.4 | % | ||||||||||||||||||
| Other Non-Office (2) | 1,240 | 1,272 | (32) | ||||||||||||||||||||
| Total NOI | $ | 165,926 | $ | 140,360 | $ | 25,566 | |||||||||||||||||
| Nine Months Ended September 30, | |||||||||||||||||||||||
| Market | 2025 | 2024 | $ Change | % Change | |||||||||||||||||||
| Austin | $ | 180,793 | $ | 142,065 | $ | 38,728 | 27.3 | % | |||||||||||||||
| Atlanta | 151,898 | 144,856 | 7,042 | 4.9 | % | ||||||||||||||||||
| Charlotte | 49,354 | 29,833 | 19,521 | 65.4 | % | ||||||||||||||||||
| Tampa | 39,391 | 36,939 | 2,452 | 6.6 | % | ||||||||||||||||||
| Phoenix | 36,168 | 32,853 | 3,315 | 10.1 | % | ||||||||||||||||||
| Dallas | 14,341 | 10,432 | 3,909 | 37.5 | % | ||||||||||||||||||
| Other (1) | 16,879 | 16,886 | (7) | — | % | ||||||||||||||||||
| Office NOI | 488,824 | 413,864 | 74,960 | 18.1 | % | ||||||||||||||||||
| Other Non-Office (2) | 3,643 | 3,523 | 120 | ||||||||||||||||||||
| Total NOI | $ | 492,467 | $ | 417,387 | $ | 75,080 | |||||||||||||||||
| (1) Represents a non-core office property in Houston. | |||||||||||||||||||||||
| (2) Includes operations at land sites held for future development as well as a parking garage in Charlotte. | |||||||||||||||||||||||
NOI from the Austin market increased $12.0 million, or 24.8%, and $38.7 million, or 27.3%, respectively, for the three and nine months ended September 30, 2025 compared to the same periods in the prior year, primarily due to the acquisition of Sail Tower in December 2024. NOI from the Charlotte market increased $5.9 million, or 61.0%, and $19.5 million, or 65.4%, respectively, for the three and nine months ended September 30, 2025 compared to the same periods in the prior year, primarily due to the acquisition of Vantage South End in December 2024. NOI from the Dallas market increased $3.5 million, or 98.8%, and $3.9 million, or 37.5%, respectively, for the three and nine months ended September 30, 2025 compared to the same periods in the prior year, primarily due to the acquisition of The Link in July 2025. NOI from the Phoenix market increased $1.3 million, or 12.0%, and $3.3 million, or 10.1%, for the three and nine months ended September 30, 2025 compared to the same periods in the prior year, primarily due to increased occupancy at the Tempe Gateway office property.
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Other Income
Other income increased $7.5 million between the nine month periods ended September 30, 2025 and 2024 primarily due to the sale of our Silicon Valley Bank ("SVB") bankruptcy claim in the first quarter of 2025, interest income from the two mezzanine loans acquired in the second quarter of 2024, and the Saint Ann Court mortgage loan acquired in the fourth quarter of 2024. These transactions are described in further detail in note 3 and note 12 to the consolidated financial statements in this Form 10-Q.
General and Administrative Expenses
General and administrative expenses increased $2.6 million, or 9.6%, between the nine month periods ended September 30, 2025 and 2024, primarily due to increases in stock compensation and bonus expense.
Interest Expense
Interest expense, net of amounts capitalized, increased $10.7 million, or 34.8%, and $27.4 million, or 30.6%, respectively, between the three and nine months ended September 30, 2025 and 2024, primarily due to the issuances of the $500 million and $400 million public unsecured senior notes in August and December of 2024, respectively, as well as the issuance of the $500 million public unsecured senior notes in June 2025, partially offset by the repayments of the $250 million senior note in July 2025 and the repayment of $100 million of the 2021 Term Loan in August 2024, as well as a lower average balance outstanding on the Credit Facility during the nine months ended September 30, 2025.
Depreciation and Amortization
Depreciation and amortization changed between the 2025 and 2024 periods as follows ($ in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | $ Change | % Change | 2025 | 2024 | $ Change | % Change | ||||||||||||||||||||||||||||||||||||||||
| Depreciation and Amortization | |||||||||||||||||||||||||||||||||||||||||||||||
| Same Property | $ | 85,791 | $ | 82,032 | $ | 3,759 | 4.6 | % | $ | 253,924 | $ | 248,993 | $ | 4,931 | 2.0 | % | |||||||||||||||||||||||||||||||
| Non-Same Property | 19,360 | 7,635 | 11,725 | 153.6 | % | 53,993 | 22,088 | 31,905 | 144.4 | % | |||||||||||||||||||||||||||||||||||||
| Non-Real Estate Assets | 121 | 117 | 4 | 3.4 | % | 359 | 348 | 11 | 3.2 | % | |||||||||||||||||||||||||||||||||||||
| Total Depreciation and Amortization | $ | 105,272 | $ | 89,784 | $ | 15,488 | 17.3 | % | $ | 308,276 | $ | 271,429 | $ | 36,847 | 13.6 | % | |||||||||||||||||||||||||||||||
Non-Same Property depreciation and amortization increased between the three and nine months ended September 30, 2025 and 2024, primarily due to the acquisitions of Sail Tower and Vantage South End in December 2024, the acquisition of The Link in July 2025, and the completion of development at Domain 9.
Income and Net Operating Income from Unconsolidated Joint Ventures
Income from unconsolidated joint ventures consisted of the Company's share of the following ($ in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | $ Change | % Change | 2025 | 2024 | $ Change | % Change | ||||||||||||||||||||||||||||||||||||||||
| Loss from unconsolidated joint ventures | $ | (2,682) | $ | (1,575) | $ | (1,107) | (70.3) | % | $ | (6,152) | $ | (788) | $ | (5,364) | (680.7) | % | |||||||||||||||||||||||||||||||
| Depreciation and amortization | 3,034 | 1,728 | 1,306 | 75.6 | % | 7,735 | 2,700 | 5,035 | 186.5 | % | |||||||||||||||||||||||||||||||||||||
| Interest expense | 2,830 | 1,507 | 1,323 | 87.8 | % | 7,058 | 2,670 | 4,388 | 164.3 | % | |||||||||||||||||||||||||||||||||||||
| Other expense | 99 | 118 | (19) | (16.1) | % | 82 | 164 | (82) | (50.0) | % | |||||||||||||||||||||||||||||||||||||
| Other income | (25) | (62) | 37 | 59.7 | % | (79) | (117) | 38 | 32.5 | % | |||||||||||||||||||||||||||||||||||||
| Net operating income from unconsolidated joint ventures | $ | 3,256 | $ | 1,716 | $ | 1,540 | 89.7 | % | $ | 8,644 | $ | 4,629 | $ | 4,015 | 86.7 | % | |||||||||||||||||||||||||||||||
| Net operating income: | |||||||||||||||||||||||||||||||||||||||||||||||
| Same Property | 1,241 | 1,099 | 142 | 12.9 | % | 3,619 | 3,520 | 99 | 2.8 | % | |||||||||||||||||||||||||||||||||||||
| Non-Same Property | 2,015 | 617 | 1,398 | 226.6 | % | 5,025 | 1,109 | 3,916 | 353.1 | % | |||||||||||||||||||||||||||||||||||||
| Net operating income from unconsolidated joint ventures | $ | 3,256 | $ | 1,716 | $ | 1,540 | 89.7 | % | $ | 8,644 | $ | 4,629 | $ | 4,015 | 86.7 | % | |||||||||||||||||||||||||||||||
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The change in loss from unconsolidated joint ventures was driven by increases in unconsolidated depreciation and amortization as well as unconsolidated interest expense. Unconsolidated depreciation and amortization expense increased between the three and nine months ended September 30, 2025 and 2024, primarily due to: (i) assets being placed in service as portions of the development were completed and initial operations started at our joint venture's Neuhoff property in the fourth quarter of 2023 and (ii) the acquisition of Proscenium in August 2024. Unconsolidated interest expense increased between the three and nine months ended September 30, 2025 and 2024, primarily due to a reduction in capitalized interest at our Neuhoff joint venture as further portions of its development project were completed in 2025.
Non-Same Property NOI from unconsolidated joint ventures increased between the three and nine months ended September 30, 2025 and 2024, primarily due to operations at Neuhoff, as the property continues to increase occupancy, and the acquisition of Proscenium in August 2024.
Funds From Operations
The table below shows Funds from Operations (“FFO”) and the related reconciliation from net income available to common stockholders. We calculate FFO as defined by the National Association of Real Estate Investment Trusts ("Nareit"), which is net income available to common stockholders (computed in accordance with GAAP), excluding extraordinary items, cumulative effect of change in accounting principle, and gains on sale or impairment losses on depreciable property, plus depreciation and amortization of real estate assets, and after adjustments for unconsolidated partnerships and joint ventures to reflect FFO on the same basis.
FFO is used by industry analysts and investors as a supplemental measure of a REIT’s operating performance. Historical cost accounting for real estate assets implicitly assumes that the value of real estate assets diminishes predictably over time. Since real estate values instead have historically risen or fallen with market conditions, many industry investors and analysts have considered presentation of operating results for real estate companies that use historical cost accounting to be insufficient by themselves. Thus, Nareit created FFO as a supplemental measure of REIT operating performance that excludes historical cost depreciation, among other items, from GAAP net income. The use of FFO, combined with the required primary GAAP presentations, has been fundamentally beneficial, improving the understanding of operating results of REITs among the investing public and making comparisons of REIT operating results more meaningful. Company management evaluates operating performance, in part, based on FFO. Additionally, we use FFO, along with other measures, to assess performance in connection with evaluating and granting incentive compensation to our officers and other key employees.
The reconciliation of net income to FFO is as follows for the three and nine months ended September 30, 2025 and 2024 (in thousands, except per share amounts):
| Three Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||||||||||||||||||||
| Dollars | Weighted Average Common Shares | Per Share Amount | Dollars | Weighted Average Common Shares | Per Share Amount | |||||||||||||||||||||||||||||||||
| Net Income Available to Common Stockholders | $ | 8,590 | 167,967 | $ | 0.05 | $ | 11,198 | 152,140 | $ | 0.07 | ||||||||||||||||||||||||||||
| Noncontrolling interest related to unitholders | 1 | 25 | — | 1 | 25 | — | ||||||||||||||||||||||||||||||||
| Potentially dilutive common shares - ESPP | — | — | — | — | 5 | — | ||||||||||||||||||||||||||||||||
| Conversion of unvested restricted stock units | — | 746 | — | — | 642 | — | ||||||||||||||||||||||||||||||||
| Net Income — Diluted | 8,591 | 168,738 | 0.05 | 11,199 | 152,812 | 0.07 | ||||||||||||||||||||||||||||||||
| Depreciation and amortization of real estate assets: | ||||||||||||||||||||||||||||||||||||||
| Consolidated properties | 105,152 | — | 0.62 | 89,667 | — | 0.59 | ||||||||||||||||||||||||||||||||
| Share of unconsolidated joint ventures | 3,034 | — | 0.02 | 1,728 | — | 0.01 | ||||||||||||||||||||||||||||||||
| Partners' share of real estate depreciation | (241) | — | — | (260) | — | — | ||||||||||||||||||||||||||||||||
| Funds From Operations | $ | 116,536 | 168,738 | $ | 0.69 | $ | 102,334 | 152,812 | $ | 0.67 | ||||||||||||||||||||||||||||
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| Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||||||||||||||||||||
| Dollars | Weighted Average Common Shares | Per Share Amount | Dollars | Weighted Average Common Shares | Per Share Amount | |||||||||||||||||||||||||||||||||
| Net Income Available to Common Stockholders | $ | 43,970 | 167,902 | $ | 0.26 | $ | 32,326 | 152,060 | $ | 0.21 | ||||||||||||||||||||||||||||
| Noncontrolling interest related to unitholders | 7 | 25 | — | 5 | 25 | — | ||||||||||||||||||||||||||||||||
| Potentially dilutive common shares - ESPP | — | — | — | — | 2 | — | ||||||||||||||||||||||||||||||||
| Conversion of unvested restricted stock units | — | 771 | — | — | 517 | — | ||||||||||||||||||||||||||||||||
| Net Income — Diluted | 43,977 | 168,698 | 0.26 | 32,331 | 152,604 | 0.21 | ||||||||||||||||||||||||||||||||
| Depreciation and amortization of real estate assets: | ||||||||||||||||||||||||||||||||||||||
| Consolidated properties | 307,917 | — | 1.83 | 271,082 | — | 1.78 | ||||||||||||||||||||||||||||||||
| Share of unconsolidated joint ventures | 7,735 | — | 0.04 | 2,700 | — | 0.02 | ||||||||||||||||||||||||||||||||
| Partners' share of real estate depreciation | (765) | — | — | (836) | — | (0.01) | ||||||||||||||||||||||||||||||||
| Gain on sale of depreciated properties: | ||||||||||||||||||||||||||||||||||||||
| Consolidated properties | — | — | — | (101) | — | — | ||||||||||||||||||||||||||||||||
| Funds From Operations | $ | 358,864 | 168,698 | $ | 2.13 | $ | 305,176 | 152,604 | $ | 2.00 | ||||||||||||||||||||||||||||
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Liquidity and Capital Resources
Our primary short-term and long-term liquidity needs include the following:
•property operating expenses;
•property, land, and other real estate related acquisitions;
•expenditures on development and redevelopment projects;
•building improvements, tenant improvements, and leasing costs;
•principal and interest payments on indebtedness;
•general and administrative costs; and
•common stock dividends and distributions to outside unitholders of CPLP.
We may satisfy these needs with one or more of the following:
•cash and cash equivalents on hand;
•net cash from operations;
•proceeds from the sale of assets;
•borrowings under our Credit Facility;
•proceeds from mortgage notes payable;
•proceeds from construction loans;
•proceeds from unsecured loans;
•proceeds from offerings of debt and equity securities; and
•joint venture formations.
Our material capital expenditure commitments as of September 30, 2025 include $131.6 million of unfunded tenant improvements and construction costs. As of September 30, 2025, we had $83.7 million drawn under our credit facility with the ability to borrow $916.3 million, as well as $4.7 million of cash and cash equivalents. We expect to have sufficient liquidity to meet our obligations for the foreseeable future.
Other Debt Information
In addition to our $1 billion unsecured Credit Facility (with $83.7 million outstanding as of September 30, 2025), we also have unsecured debt from three public unsecured senior notes totaling $1.4 billion, two term loans totaling $650 million, and four tranches of privately placed unsecured senior notes totaling $750 million. Our existing consolidated mortgage debt is comprised of non-recourse, fixed-rate mortgage notes secured by various real estate assets. We expect to either refinance our non-recourse mortgage loans at maturity or repay the mortgage loans with other capital resources, including our credit facility, unsecured debt, non-recourse mortgages, construction loans, the sale of assets, joint venture equity, the issuance of common stock, the issuance of preferred stock, or the issuance of units of CPLP. Many of our non-recourse mortgages contain covenants that, if not satisfied, could result in acceleration of the maturity of the debt. 90% of our consolidated debt bears interest at a fixed rate. The 10% of consolidated debt that bears interest at a floating rate is based on SOFR.
We are in compliance with all covenants of our existing unsecured and secured debt.
Future Capital Requirements
To meet capital requirements for future investment activities, we intend to actively manage our portfolio of properties and strategically sell assets to exit our non-core holdings and reposition our portfolio of income-producing assets. We also expect to continue to utilize cash retained from operations, as well as third-party sources of capital such as indebtedness, to fund future commitments and to utilize construction financing facilities for some development assets, if available and under appropriate terms. We may also generate capital through the issuance of securities that include common or preferred stock, warrants, debt securities, or the issuance of CPLP limited partnership units. The Company and CPLP have filed a registration statement on Form S-3 with the SEC registering, among other securities, debt securities of CPLP, which are fully and unconditionally guaranteed by the Company. Separate Consolidated Financial Statements of CPLP have not been presented in accordance with the amendments to Rule 3-10 of Regulation S-X. Furthermore, as permitted under Rule 13-01(a)(4)(vi), the Company has excluded the summarized financial information for CPLP as the assets, liabilities, and results of operations of the Company and CPLP are not materially different than the corresponding amounts presented in the Consolidated Financial Statements of the Company, and management believes such summarized financial information would be repetitive and not provide incremental value to investors.
Our business model also includes raising or recycling capital, which can assist in meeting obligations and funding development and acquisition activity. If one or more sources of capital are not available when required, we may be forced to reduce the number of projects we acquire or develop and/or raise capital on potentially unfavorable terms, or we may be unable to raise capital, which could have an adverse effect on our financial position or results of operations.
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Cash Flows
We report and analyze our cash flows based on operating activities, investing activities, and financing activities. The following table sets forth the changes in cash flows ($ in thousands):
| Nine Months Ended September 30, | |||||||||||||||||
| 2025 | 2024 | Change | |||||||||||||||
| Net cash provided by operating activities | $ | 287,803 | $ | 271,195 | $ | 16,608 | |||||||||||
| Net cash used in investing activities | (335,512) | (253,879) | (81,633) | ||||||||||||||
| Net cash provided by financing activities | 45,035 | 52,780 | (7,745) | ||||||||||||||
The reasons for significant increases and decreases in cash flows between the periods are as follows:
Cash Flows from Operating Activities. Cash flows provided by operating activities increased $16.6 million between the 2025 and 2024 nine month periods primarily due to increased economic occupancy and the end of rent abatement periods at our Promenade Central, Domain 9, and Buckhead Plaza office properties and the acquisitions of our Vantage South End and Sail Tower office properties in December 2024, as well as our acquisition of the The Link office property in July 2025.
Cash Flows from Investing Activities. Cash flows used in investing activities for the 2025 nine month period were $335.5 million compared to cash flows used in investing activities of $253.9 million for the same period in 2024 primarily due to the acquisition of The Link partially offset by the borrowers' repayments of our investments in real estate debt on the Radius mezzanine loan and Saint Ann Court mortgage loan in the first quarter of 2025.
Cash Flows from Financing Activities. Cash flows provided by financing activities for the 2025 nine month period were $45.0 million compared to cash flows provided by financing activities of $52.8 million for the same period in 2024. During the nine month period in 2025, we received proceeds from the issuance of the 5.25% public senior notes in June 2025, partially offset by an increase in net repayments on our credit facility and repayment of the $250 million outstanding amount of the privately placed senior notes. During the nine month period in 2024, we received proceeds from the issuance of the 5.875% public senior notes in August 2024, partially offset by an increase in net repayments on our credit facility and repayment of $100 million on our term note in July 2024.
Capital Expenditures. We incur capital expenditures for the development of new properties, the redevelopment of existing or newly purchased properties, building improvements, direct leasing costs for new or replacement tenants, and capitalized interest and salaries. Components of expenditures included in this line item for the three months ended September 30, 2025 and 2024 are as follows ($ in thousands):
| Nine Months Ended September 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Projects under development (1) | $ | 2,259 | $ | 22,127 | |||||||
| Operating properties—redevelopment | 27,633 | 29,911 | |||||||||
| Operating properties—building improvements | 28,388 | 20,949 | |||||||||
| Operating properties—leasing costs | 111,343 | 100,161 | |||||||||
| Capitalized interest and other | 10,837 | 10,973 | |||||||||
| Total capital expenditures | $ | 180,460 | $ | 184,121 | |||||||
| (1) Includes initial leasing costs. | |||||||||||
Capital expenditures decreased $3.7 million between the 2025 and 2024 nine month periods primarily due to decreases in spending for projects under development for core construction costs at Domain 9, which commenced its initial operations in the first quarter of 2024. This decrease is partially offset by increased spending on operating property leasing costs related to our Sail Tower property.
The above leasing costs include leasing commissions and tenant improvements, which are both capitalized as a component of our real estate assets as they are incurred. Commitments toward those costs are calculated on square foot basis and are included in our leasing activity as leases are executed.
33
Leasing activity details, including the components of net effective rent per square foot, for our office portfolio on leases executed during the nine months ended September 30, 2025 and 2024 are as follows:
| Nine Months Ended September 30, 2025 | |||||||||||||||||||||||
| New | Renewal | Expansion | Total | ||||||||||||||||||||
| Net leased square feet (1) | 489,932 | 743,103 | 191,794 | 1,424,829 | |||||||||||||||||||
| Number of transactions | 60 | 50 | 18 | 128 | |||||||||||||||||||
| Lease term in years (2) | 7.7 | 7.9 | 8.3 | 7.9 | |||||||||||||||||||
| Net effective rent calculation (per square foot per year) (2) | |||||||||||||||||||||||
| Net annualized rent (3) | $ | 40.46 | $ | 36.39 | $ | 40.48 | $ | 38.34 | |||||||||||||||
| Net free rent | (2.22) | (1.84) | (1.45) | (1.92) | |||||||||||||||||||
| Leasing commissions | (3.34) | (2.55) | (2.79) | (2.85) | |||||||||||||||||||
| Tenant improvements | (8.56) | (4.96) | (6.88) | (6.46) | |||||||||||||||||||
| Total leasing costs | (14.12) | (9.35) | (11.12) | (11.23) | |||||||||||||||||||
| Net effective rent | $ | 26.34 | $ | 27.04 | $ | 29.36 | $ | 27.11 | |||||||||||||||
| Second generation leased square footage (4) | 1,115,440 | ||||||||||||||||||||||
| Increase in straight-line basis second generation net rent per square foot (5) | 22.1 | % | |||||||||||||||||||||
| Increase in cash-basis second generation net rent per square foot (6) | 4.9 | % | |||||||||||||||||||||
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| Nine Months Ended September 30, 2024 | |||||||||||||||||||||||
| New | Renewal | Expansion | Total | ||||||||||||||||||||
| Net leased square feet (1) | 984,018 | 420,474 | 152,643 | 1,557,135 | |||||||||||||||||||
| Number of transactions | 55 | 43 | 16 | 114 | |||||||||||||||||||
| Lease term in years (2) | 8.5 | 5.7 | 8.8 | 7.8 | |||||||||||||||||||
| Net effective rent calculation (per square foot per year) (2) | |||||||||||||||||||||||
| Net annualized rent (3) | $ | 44.45 | $ | 35.13 | $ | 34.33 | $ | 40.94 | |||||||||||||||
| Net free rent | (1.73) | (2.30) | (2.06) | (1.92) | |||||||||||||||||||
| Leasing commissions | (3.12) | (2.16) | (2.84) | (2.83) | |||||||||||||||||||
| Tenant improvements | (7.17) | (4.91) | (9.10) | (6.75) | |||||||||||||||||||
| Total leasing costs | (12.02) | (9.37) | (14.00) | (11.50) | |||||||||||||||||||
| Net effective rent | $ | 32.43 | $ | 25.76 | $ | 20.33 | $ | 29.44 | |||||||||||||||
| Second generation leased square footage (4) | 1,075,113 | ||||||||||||||||||||||
| Increase in straight-line basis second generation net rent per square foot (5) | 29.9 | % | |||||||||||||||||||||
| Increase in cash-basis second generation net rent per square foot (6) | 9.0 | % | |||||||||||||||||||||
| (1) | Comprised of total square feet leased, unadjusted for ownership share. Excludes leases approximately one year or less, along with apartment, retail, amenity, storage, and intercompany space leases. | ||||
| (2) | Weighted average of net leased square feet. | ||||
| (3) | Straight-line net rent per square foot (operating expense reimbursements deducted from gross leases) over the lease term, prior to any deductions for leasing costs. Excludes percent rent leases. | ||||
| (4) | Excludes leases executed for spaces that were vacant upon acquisition, new leases in development properties, percent rent leases, and leases for spaces that have been vacant for one year or more. | ||||
| (5) | Increase in second generation straight-line basis net annualized rent on a weighted average basis. | ||||
| (6) | Increase in second generation net cash rent at the end of the term paid by the prior tenant compared to net cash rent at the beginning of the term (after any free rent period) paid by the current tenant on a weighted average basis. For early renewals, the final net cash rent paid under the original lease is compared to the first net cash rent paid under the terms of the renewal. Net cash rent is net of any recovery of operating expenses but prior to any deductions for leasing costs. | ||||
The amounts of tenant improvement and leasing costs on a per square foot basis vary by lease and by market.
Dividends. We paid common dividends of $162.1 million and $146.7 million in the nine months ended September 30, 2025 and 2024, respectively. The increase of common dividends paid in the comparative periods is largely driven by the issuance of 15.5 million shares of common stock in the fourth quarter of 2024. We expect to fund our future quarterly common dividends with cash provided by operating activities, proceeds from investment property sales, distributions from unconsolidated joint ventures, indebtedness, and proceeds from offerings of equity and other securities, if necessary.
On a quarterly basis, we review the amount of the common dividend in light of current and projected future cash flows from the sources noted above and also consider the requirements needed to maintain our REIT status. In addition, we have certain covenants under credit agreements that could limit the amount of common dividends paid. In general, common dividends of any amount can be paid as long as leverage, as defined in our credit agreements, is less than 60% and we are not in default. Certain conditions also apply in which we can still pay common dividends if leverage is above that amount. We routinely monitor the status of our common dividend payments in light of the covenants of our credit agreements.
Off Balance Sheet Arrangements
General. We have a number of off balance sheet joint ventures with varying structures, as described in note 6 of the notes to consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2024 and in note 4 of the notes to condensed consolidated financial statements included in this filing. The joint ventures in which we have an interest are involved in the ownership, acquisition, and/or development of real estate. A venture will fund capital requirements or operational needs with cash from operations or financing proceeds, if possible. If additional capital is deemed necessary, a venture may request a contribution from the partners, and we will evaluate such request.
Debt. At September 30, 2025, our unconsolidated joint ventures had aggregate outstanding indebtedness to third parties of $333.0 million. These loans are generally mortgage or construction loans, which are non-recourse to us. In certain instances, we
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provide “non-recourse carve-out guarantees” on these non-recourse loans. In addition, along with our Neuhoff Holdings LLC joint venture partner, we guarantee our respective halves of the borrower's obligations to pay certain required equity contributions and project carrying costs, as well as timely completion of project construction. Certain of these loans have variable interest rates, which creates exposure to the ventures in the form of market risk from interest rate changes.
Critical Accounting Policies
There have been no material changes in the critical accounting policies from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
There have been no material changes in the market risk associated with our notes payable at September 30, 2025 compared to that as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024.
Item 4. Controls and Procedures.
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Management necessarily applies judgment in assessing the costs and benefits of such controls and procedures, which, by their nature, can provide only reasonable assurance regarding our control objectives.
As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of management, including the Chief Executive Officer along with the Chief Financial Officer, of the effectiveness, design, and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)). Based upon the foregoing, the Chief Executive Officer along with the Chief Financial Officer concluded that our disclosure controls and procedures were effective. In addition, based on such evaluation, we have identified no changes in our internal control over financial reporting that occurred during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
Information regarding legal proceedings is described under the subheading "Litigation" in note 10 of the notes to condensed consolidated financial statements.
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Item 1A. Risk Factors.
Risk factors that affect our business and financial results are discussed in Part I, "Item 1A. Risk Factors," of our Annual Report on Form 10-K for the year ended December 31, 2024 and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025. There have been no material changes in our risk factors from those previously disclosed in our Annual Report and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025. You should carefully consider the risks disclosed in our Annual Report for the year ended December 31, 2024 and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, which could materially affect our business, financial condition, or future results. The risks described therein are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem immaterial also may materially adversely affect our business, financial condition, and/or operating results. If any of the risks actually occur, our business, financial condition, and/or results of operations could be negatively affected.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
We had no purchases of common stock and did not sell any unregistered securities during the third quarter of 2025.
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Item 6. Exhibits.
| † | ||||||||
| † | ||||||||
| † | ||||||||
| † | ||||||||
| 101 | † | The following financial information for the Registrant, formatted in inline XBRL (Extensible Business Reporting Language): (i) the consolidated balance sheets, (ii) the consolidated statements of operations, (iii) the consolidated statements of equity, (iv) the consolidated statements of cash flows, and (v) the notes to condensed consolidated financial statements. | ||||||
| 104 | † | Cover page interactive data file (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibit 101). | ||||||
| † | Filed herewith. | |||||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| COUSINS PROPERTIES INCORPORATED | |||||||||||
| /s/ Gregg D. Adzema | |||||||||||
| Gregg D. Adzema | |||||||||||
| Executive Vice President and Chief Financial Officer (Duly Authorized Officer and Principal Financial Officer) | |||||||||||
Date: October 30, 2025
39
Exhibit 31.1
CERTIFICATION PURSUANT TO SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002
I, M. Colin Connolly, certify that:
1.I have reviewed this annual report on Form 10-K of Cousins Properties Incorporated (the “Registrant”);
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
4.The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
5.The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.
| /s/ M. Colin Connolly | ||
M. Colin Connolly
Chief Executive Officer, President, and Director
Date: October 30, 2025
Exhibit 31.2
CERTIFICATION PURSUANT TO SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002
I, Gregg D. Adzema, certify that:
1.I have reviewed this annual report on Form 10-K of Cousins Properties Incorporated (the “Registrant”);
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
4.The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
5.The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.
| /s/ Gregg D. Adzema | ||
Gregg D. Adzema
Executive Vice President and Chief Financial Officer
Date: October 30, 2025
Exhibit 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and in connection with the Annual Report on Form 10-K of Cousins Properties Incorporated (the “Registrant”) for the year ended September 30, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, the President and Chief Executive Officer of the Registrant, certifies that to his knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.
| /s/ M. Colin Connolly | ||
M. Colin Connolly
Chief Executive Officer, President, and Director
Date: October 30, 2025
Exhibit 32.2
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and in connection with the Annual Report on Form 10-K of Cousins Properties Incorporated (the “Registrant”) for the year ended September 30, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, the Executive Vice President and Chief Financial Officer of the Registrant, certifies that to his knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.
| /s/ Gregg D. Adzema | ||
Gregg D. Adzema
Executive Vice President and Chief Financial Officer
Date: October 30, 2025