Cousins Properties Inc 10-Q for FY2026 Q1
Cousins Properties Inc (CUZ)
10-Q
2026-04-29
For: 2026-03-31
View Original
Added on
April 29, 2026
About this 10-Q
Cousins Properties Inc filed this 10-Q on April 29, 2026, covering the quarter ended March 31, 2026 (FY2026 Q1).
Headline figures
Quarter ended March 31, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $263.11M
- up 5.1% from $250.33M a year earlier
- Net loss
- $24.86M
- compared with net income of $20.9M a year earlier
- Diluted EPS
- -$0.15
- compared with $0.12 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 March 31, 2026
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 April 24, 2026 | |||||||
| 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, 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; risks associated with the adoption and usage of artificial intelligence; 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, 2025, including Part 1, 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)
| March 31, 2026 | December 31, 2025 | ||||||||||
| (unaudited) | |||||||||||
| Assets: | |||||||||||
| Real estate assets: | |||||||||||
Operating properties, net of accumulated depreciation of $ | $ | $ | |||||||||
| Land | |||||||||||
| Real estate assets and other assets held for sale, net | |||||||||||
| 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 | |||||||||||
| Liabilities of real estate assets held for sale, net | |||||||||||
| Total liabilities | |||||||||||
| Commitments and contingencies | |||||||||||
| Equity: | |||||||||||
| Stockholders' investment: | |||||||||||
Common stock, $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Distributions in excess of cumulative net income | ( | ( | |||||||||
| 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 | |||||||||||||||||||||||
| March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
| Rental property revenues | $ | $ | |||||||||||||||||||||
| Fee income | |||||||||||||||||||||||
| Other | |||||||||||||||||||||||
| Expenses: | |||||||||||||||||||||||
| Rental property operating expenses | |||||||||||||||||||||||
| Reimbursed expenses | |||||||||||||||||||||||
| General and administrative expenses | |||||||||||||||||||||||
| Interest expense | |||||||||||||||||||||||
| Operating property impairment | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| Other | |||||||||||||||||||||||
| Loss from unconsolidated joint ventures | ( | ( | |||||||||||||||||||||
| Loss on investment property transaction | ( | ||||||||||||||||||||||
| Net income (loss) | ( | ||||||||||||||||||||||
| Net income attributable to noncontrolling interests | ( | ( | |||||||||||||||||||||
| Net income (loss) 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 | |||||||||||||||||||||||
| March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Comprehensive Income: | |||||||||||||||||||||||
| Net income (loss) available to common stockholders | $ | ( | $ | ||||||||||||||||||||
| Other comprehensive income: | |||||||||||||||||||||||
| Unrealized gain on cash flow hedges | |||||||||||||||||||||||
| Amortization of cash flow hedges | |||||||||||||||||||||||
| Total other comprehensive income | |||||||||||||||||||||||
| Total comprehensive income (loss) | $ | ( | $ | ||||||||||||||||||||
| See accompanying notes. | |||||||||||||||||||||||
4
COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EQUITY
(unaudited; in thousands except per share amounts)
| Three Months Ended March 31, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | Additional Paid-In Capital | Distributions in Excess of Net Income | Stockholders' Investment | Nonredeemable Noncontrolling Interests | Total Equity | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance December 31, 2025 | $ | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common stock issued pursuant to stock-based compensation, net of tax withholding | ( | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Amortization of stock-based compensation, net of forfeitures | ( | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock repurchases | ( | ( | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Distributions to noncontrolling interests | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Common dividends ($ | — | — | ( | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance March 31, 2026 | $ | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Three Months Ended March 31, 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 pursuant to stock-based compensation, net of tax withholding | ( | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Amortization of stock-based compensation, net of forfeitures | ( | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Contributions from noncontrolling interests | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Distributions to noncontrolling interests | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Common dividends ($ | — | — | ( | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance March 31, 2025 | $ | $ | $ | ( | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||
See accompanying notes.
5
COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited; in thousands)
| Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||||||
| Net income | $ | ( | $ | ||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Loss on investment property transaction | |||||||||||
| 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 | |||||||||||
| Operating property impairment | |||||||||||
| 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 | ( | ( | |||||||||
| Property dispositions | |||||||||||
| Proceeds from borrower repayment of investments in real estate debt | |||||||||||
| Investments in real estate debt | ( | ||||||||||
| Contributions to unconsolidated joint ventures | ( | ( | |||||||||
| Net cash provided by (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 | ( | ||||||||||
| Purchase of shares under share repurchase program | ( | ||||||||||
| Repayment of mortgages | ( | ( | |||||||||
| Repurchase of shares withheld for taxes on restricted stock vestings | ( | ( | |||||||||
| Payment of deferred financing costs | ( | ( | |||||||||
| Common dividends paid | ( | ( | |||||||||
| Contributions from noncontrolling interests | |||||||||||
| Distributions to noncontrolling interests | ( | ( | |||||||||
| Equity Issuances | ( | ||||||||||
| Net cash provided by (used in) 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.
6
COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2026
(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 March 31, 2026, the Company's operating portfolio of real estate assets consisted of interests in 22.0 million square feet of office space and 974,000 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 months ended March 31, 2026, 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, 2025. 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 Standards 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 March 31, 2026 or December 31, 2025.
Recently Issued Accounting Pronouncements: In November 2024, the FASB issued ASU 2024-03 "Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses." The ASU is effective for annual periods beginning after December 15, 2026 and interim periods beginning after December 15, 2027. The Company does not anticipate the guidance will have a material impact on our consolidated financial statements or notes to our consolidated financial statements.
7
2. REAL ESTATE
Acquisitions
In February 2026, the Company acquired 300 South Tryon in Uptown Charlotte. 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):
| 300 South Tryon | |||||
| Closing Purchase Price | $ | ||||
| Acquisition Date | February 2026 | ||||
| Square Feet | |||||
| Market | Charlotte | ||||
| Purchase Price Allocation | |||||
| Tangible assets | |||||
| Operating properties | $ | ||||
| Intangible and other assets | |||||
| In-place leases (1) | |||||
| Prepaid expenses | |||||
| Above market rents | |||||
| 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 6 years from the acquisition date.
(2) Represents net purchase price, including acquisition costs of $1.1 million, as well as net operating liabilities acquired through closing prorations of $1.5 million.
Dispositions
On February 25, 2026, the Company sold Harborview Plaza in Tampa for a gross sales price of $39.5 million.
8
Held for Sale
The major classes of assets and liabilities of properties held for sale as of March 31, 2026 (303 Tremont land parcel) and December 31, 2025 (303 Tremont land parcel and Harborview Plaza) were as follows ($ in thousands):
| Real estate assets and other assets held for sale | 2026 | 2025 | ||||||||||||
Operating properties, net of accumulated depreciation of $ | $ | $ | ||||||||||||
| Land | ||||||||||||||
| Notes and accounts receivable | ||||||||||||||
| Deferred rents receivable | ||||||||||||||
Intangible assets, net of accumulated amortization of $ | ||||||||||||||
| Other assets | ||||||||||||||
| $ | $ | |||||||||||||
| Liabilities of real estate assets held for sale | ||||||||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||||||||
| Deferred income | ||||||||||||||
Intangible liabilities, net of accumulated amortization of $ | ||||||||||||||
| Other liabilities | ||||||||||||||
| $ | $ | |||||||||||||
Impairment
In accordance with the Company's policy on impairment described in note 2 of the consolidated financial statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2025, the Company reviews its real estate assets on an asset group basis for impairment and if circumstances indicate an asset group's carrying value may not be recoverable, records an impairment. This review includes the Company's operating properties, properties under development, and land holdings and is done with the consideration of if the asset group is determined to be held-for-investment or held-for-sale.
None of the Company's held-for-sale assets were impaired during any periods presented in the accompanying statement of operations.
In March 2026, the Company entered into an agreement to sell One Eleven Congress and therefore determined there was a more likely than not probability that there has been a significant decrease in the estimated hold period of the related asset group. Because the carrying value of the asset group exceeded the undiscounted cash flows over the updated expected hold period, the property was written down to its estimated fair value, resulting in an impairment of $36.6 million. The estimated fair value was based on the third-party offer to purchase (a level 2 input under authoritative guidance for fair value measurements). As of March 31, 2026, the asset group is classified as held-for-investment and included in operating properties on the Company's accompanying consolidated balance sheets.
9
3. INVESTMENTS IN REAL ESTATE DEBT
The details of the real estate debt investments are as follows ($ in thousands):
| Carrying Value and Fair Value at | |||||||||||||||||||||||||||||||||||||||||
| Collateral | March 31, 2026 | December 31, 2025 | |||||||||||||||||||||||||||||||||||||||
110 East - Pledge of equity interest (1) Charlotte, NC, Office Building | $ | $ | |||||||||||||||||||||||||||||||||||||||
Neuhoff - Pledge of equity interest (2) Nashville, TN, Mixed Use Development | |||||||||||||||||||||||||||||||||||||||||
| $ | $ | ||||||||||||||||||||||||||||||||||||||||
(1) The first priority lender of the 110 East mortgage loan had a balance of $95.3 million as of December 31, 2025.
(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 March 31, | ||||||||||||||||||||||||||||||||||||||||||||
| Collateral | 2026 | 2025 | ||||||||||||||||||||||||||||||||||||||||||
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 .
In the third quarter of 2025, the Company loaned its joint venture partner $19.6 million, which the partner used to fund a contribution to the Neuhoff joint venture. The loan to the Company's partner is secured by such partner’s interest in the joint venture, bears interest at SOFR plus 6.25 %, and has an initial maturity of September 30, 2026, which may be extended to September 30, 2027 if the related joint venture construction loan is extended (see note 4).
In February 2026, at maturity, the borrower repaid the 110 East loan at par and paid the interest in full.
As of March 31, 2026, the Company believes the fair value of the investment in real estate debt approximates the invested carrying values and, therefore, did not record any unrealized gain or loss on those investments. The acquisition and origination of the Neuhoff partnership loan was a recently executed market transaction (Level 2) and market instruments for similar debt have not changed significantly since acquisition. In subsequent periods, the Company may make adjustments to the carrying values of this loan
10
investment if required through application of the fair value hierarchy provided for under GAAP. Interest income earned, including from any minimum interest guarantees, and any unrealized gain or loss associated with investments in real estate debt are recorded as a component of other revenue on the Company's consolidated statement of operations.
4. INVESTMENTS IN UNCONSOLIDATED JOINT VENTURES
The following information summarizes financial data and principal activities of the Company's unconsolidated joint ventures. The information included in the Summary of Financial Position table is as of March 31, 2026, and December 31, 2025, ($ in thousands).
| SUMMARY OF FINANCIAL POSITION | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Company's Ownership Interest | Total Assets | Total Liabilities | Total Equity (Deficit) | Company's Investment (Deferred Income) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||||||||||||||||||||||||||
| 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. 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 $251.1 million, of which the Company's share is $125.6 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 first amendment to the construction loan, the Company loaned its joint venture partner $19.6 million to fund its related contribution to the Neuhoff joint venture (see note 3).
The information included in the Summary of Operations table below is for the three months ended March 31, 2026, and 2025 ($ in thousands).
| SUMMARY OF OPERATIONS | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total Revenues | Net Income (Loss) | Company's Income (Loss) from Investment | |||||||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||||||||||||||||||||
| Operating Properties: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| AMCO 120 WT Holdings, LLC | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||
| Crawford Long - CPI, LLC | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Neuhoff Holdings LLC | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| TL CO Proscenium JV, LLC | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Land: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| 715 Ponce Holdings LLC | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
| $ | $ | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||||||||||||||||||||||||
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5. INTANGIBLE ASSETS AND LIABILITIES
| 2026 | 2025 | |||||||||||||
In-place leases, net of accumulated amortization of $ in 2026 and 2025, respectively | $ | $ | ||||||||||||
Below-market ground leases, net of accumulated amortization of $ $ | ||||||||||||||
Above-market leases, net of accumulated amortization of $ in 2026 and 2025, respectively | ||||||||||||||
| Goodwill | ||||||||||||||
| $ | $ | |||||||||||||
| 2026 | 2025 | |||||||||||||
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 March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| 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) | |||||||||||||||||||||||
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 | ||||||||||||||||||||||||||
| 2026 (nine months) | $ | $ | $ | $ | ( | ||||||||||||||||||||||||
| 2027 | ( | ||||||||||||||||||||||||||||
| 2028 | ( | ||||||||||||||||||||||||||||
| 2029 | ( | ||||||||||||||||||||||||||||
| 2030 | ( | ||||||||||||||||||||||||||||
| Thereafter | ( | ||||||||||||||||||||||||||||
| $ | $ | $ | $ | ( | |||||||||||||||||||||||||
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6. OTHER ASSETS
Other assets on the consolidated balance sheets as of March 31, 2026, and December 31, 2025, included the following ($ in thousands):
| 2026 | 2025 | |||||||||||||
| 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 March 31, 2026, and December 31, 2025, ($ in thousands):
| Description | Interest Rate (1) | Maturity (2) | 2026 | 2025 | ||||||||||||||||||||||
| Unsecured Notes: | ||||||||||||||||||||||||||
| Credit Facility | April 2027 | $ | $ | |||||||||||||||||||||||
| Public Senior Notes | October 2034 | |||||||||||||||||||||||||
| Public Senior Notes | July 2030 | |||||||||||||||||||||||||
| Public Senior Notes | March 2033 | |||||||||||||||||||||||||
| Public Senior Notes | February 2032 | |||||||||||||||||||||||||
| Term Loan (3) | September 2026 | |||||||||||||||||||||||||
| Privately Placed Senior Notes | July 2029 | |||||||||||||||||||||||||
| Privately Placed Senior Notes | July 2028 | |||||||||||||||||||||||||
| Privately Placed Senior Notes | July 2027 | |||||||||||||||||||||||||
| Term Loan | August 2026 | |||||||||||||||||||||||||
| Privately Placed Senior Notes | July 2027 | |||||||||||||||||||||||||
| Secured Mortgage Notes: | ||||||||||||||||||||||||||
| Terminus (4) | January 2031 | |||||||||||||||||||||||||
| 201 North Tryon | October 2026 | |||||||||||||||||||||||||
| Colorado Tower | September 2026 | |||||||||||||||||||||||||
| $ | $ | |||||||||||||||||||||||||
| Unamortized original issue discount | ( | ( | ||||||||||||||||||||||||
| Unamortized loan costs | ( | ( | ||||||||||||||||||||||||
| Total Notes Payable | $ | $ | ||||||||||||||||||||||||
(1) Interest rate as of March 31, 2026.
(2) Weighted average maturity of notes payable outstanding at March 31, 2026 was 4.1 years, exclusive of unexercised extension options.
(3) The Company has elected six-month Term SOFR through September 3, 2026 for $200 million and Daily SOFR for $200 million.
Credit Facility
Subsequent to quarter end, on April 1, 2026, the Company entered into the Sixth Amended and Restated Credit Agreement, which recast its existing unsecured revolving line of credit (the "Credit Facility") under which the Company may borrow up to $1.2 billion. This amendment and restatement of the Credit Facility extends the maturity date from April 30, 2027, to April 1, 2031, increases the borrowing capacity from $1.0 billion, and reduces our interest rate spread in excess of SOFR. The Credit Facility contains financial covenants, generally unchanged by the April 1, 2026 amendment and restatement, 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 overall and unsecured leverage ratios of no more than 60 %.
The interest rate applicable to the Credit Facility is based on Daily SOFR plus a spread of 0.675 % to 1.350 %, depending on our leverage ratio and credit rating. During the three months ended March 31, 2026, this spread was reduced by 15 basis points (including 10 basis points eliminated by an amendment, dated February 6, 2026, and five basis points eliminated by the recast). In addition to the interest rate, the Credit Facility is also subject to an annual facility fee of 0.125 % to 0.300 %, depending on the Company's credit rating and leverage ratio, on the entire $1.2 billion capacity.
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At March 31, 2026, the Credit Facility's interest rate spread over 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 $793.5 million at March 31, 2026. 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. The loan had an initial maturity of March 3, 2025, which has been extended to September 3, 2026, through the exercise of available extension options.
On June 28, 2021, the Company entered into an Amended and Restated Term Loan Agreement ("the 2021 Term Loan"). Under the 2021 Term Loan, the Company borrowed $350 million with an initial maturity of August 30, 2024, which has been extended to August 19, 2026, through the exercise of available extension options. On August 16, 2024, the Company paid down $100 million of the $350 million outstanding and on February 20, 2026, the Company repaid $150 million of the outstanding principal amount of the 2021 Term Loan.
Subsequent to quarter end, on April 1, 2026, the Company amended each of the 2021 Term Loan and the 2022 Term Loan. Pursuant to both term loans, as amended, the Company pays interest on each term loan based on Term or Daily SOFR plus a spread of 0.750 % to 1.550 %, depending on our leverage ratio and credit rating. During the three months ended March 31, 2026, this spread has been reduced by 15 basis points on the 2022 Term Loan (including 10 basis points eliminated by an amendment dated February 6, 2026, and five basis points eliminated by the amendment, dated April 1, 2026) and by 30 basis points on the 2021 Term Loan (including 10 basis points eliminated by an amendment dated February 6, 2026, and 20 basis points eliminated by the amendment, dated April 1, 2026). Interest rates in effect as of March 31, 2026, were 4.630 % for $100 million of the 2021 Term Loan (based on Daily SOFR); 4.480 % for $200 million of the 2022 Term Loan (based on Daily SOFR); and 4.468 % for $200 million of the 2022 Term Loan (based on six-month Term SOFR).
The Company has two remaining 180-day extension options under the 2021 Term Loan (both added as part of in the April 1, 2026, amendment) which has a final extended maturity date of August 11, 2027, and three remaining six-month extension options under the 2022 Term Loan (two of which were added as part of in the April 1, 2026, amendment) which has a final extended maturity date of March 3, 2028.
Both term loans have debt covenants consistent with the Credit Facility.
Unsecured Senior Notes
At March 31, 2026, the Company had $2.7 billion aggregate principal amount of senior unsecured notes outstanding, $1.9 billion through public offerings and $750.0 million through privately placed senior notes.
Public Senior Unsecured Notes
In February 2026, CPLP issued $500 million in aggregate principal amount of 4.875 % public senior notes. Upon issuance of these notes, CPLP received proceeds of $496.3 million, net of the original issue discount of $3.7 million, resulting in an effective interest rate of 5.001 %. These public senior notes had issuance costs of $4.2 million and mature on March 1, 2033.
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 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 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 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 had issuance costs of $5.3 million and mature on October 1, 2034.
The Company's public senior notes are each fully and unconditionally guaranteed by the Company and 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,
15
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 %.
Privately Placed Senior Unsecured Notes
The Company also has $750.0 million aggregate principal amount of privately placed unsecured senior notes outstanding. A privately placed senior unsecured note of $250 million with a fixed interest rate of 3.91 % 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
As of March 31, 2026, the Company had $439.4 million outstanding on four non-recourse mortgage notes with a weighted average interest rate of 4.88 %. All interest rates on the secured mortgage notes are fixed. Assets with depreciated carrying values of $706.9 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 North Tryon.
Other Debt Information
The Company is in compliance with all of the covenants related to its unsecured and secured debt.
At March 31, 2026, and December 31, 2025, the estimated fair value of the Company’s notes payable was $3.9 billion and $3.4 billion, respectively, calculated by discounting the debt's remaining contractual cash flows at estimated current market rates at which similar loans could have been obtained at March 31, 2026, and December 31, 2025, respectively. The estimate of the current market rates, which is the most significant input in the discounted cash flow calculation, is intended to replicate debt of similar maturity and loan-to-value relationship. These fair value calculations are considered to be Level 2 under the guidelines as set forth in ASC 820, as the Company utilizes market rates for similar type loans from third party brokers.
For the three months ended March 31, 2026, and 2025, interest expense was recorded as follows ($ in thousands):
| Three Months Ended March 31, | |||||||||||||||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||||||||||||||
| Total interest incurred | $ | $ | |||||||||||||||||||||||||||||||||
| Interest capitalized | ( | ( | |||||||||||||||||||||||||||||||||
| Total interest expense | $ | $ | |||||||||||||||||||||||||||||||||
8. DERIVATIVE FINANCIAL INSTRUMENTS
The Company had no outstanding derivative financial instruments as of March 31, 2026, and December 31, 2025.
The table below presents the effect of the Company's derivative financial instruments on the consolidated statements of operations for the three months ended March 31, 2026, and 2025, ($ in thousands):
| Three Months Ended March 31, | |||||||||||||||||||||||
| Cash Flow Hedges: | 2026 | 2025 | |||||||||||||||||||||
| Amount of income recognized in accumulated other comprehensive income on interest rate derivatives | $ | $ | |||||||||||||||||||||
| Amount of loss reclassified from accumulated other comprehensive income into income as an increase of interest expense | |||||||||||||||||||||||
| Total amount of interest expense presented in the consolidated statements of operations | $ | $ | |||||||||||||||||||||
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9. OTHER LIABILITIES
Other liabilities on the consolidated balance sheets as of March 31, 2026, and December 31, 2025, included the following ($ in thousands):
| 2026 | 2025 | |||||||||||||
| Ground lease liability | $ | $ | ||||||||||||
| Prepaid rent | ||||||||||||||
| Security deposits | ||||||||||||||
| Other liabilities | ||||||||||||||
| $ | $ | |||||||||||||
10. COMMITMENTS AND CONTINGENCIES
Commitments
As a lessor, the Company had $178.8 million in future obligations under leases to fund tenant improvements and other future construction obligations at March 31, 2026.
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.
11. STOCKHOLDERS' EQUITY
Share Repurchase Program
On February 17, 2026, the Board of Directors of the Company authorized the repurchase of up to $250 million of the Company's outstanding common shares under a share repurchase program. During the three months ended March 31, 2026, the Company repurchased 3.9 million shares under the repurchase program at an average price of $23.36 per share for a total of $90.0 million. These shares were removed from issued and outstanding but remain authorized. Subsequent to quarter end, on April 28, 2026, the Company's Board of Directors approved an increase to the total amount authorized under the repurchase program to $500 million, of which $410 million remains available for repurchase.
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, the Company 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 the Company's stock through its banking relationships, if any, are made in amounts and at times to be determined by the Company 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 the Company's 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.
17
During the three months ended March 31, 2026, the Company did no t sell any shares under Forward Sales contracts. During the three months ended March 31, 2025, the Company sold 2.1 million shares under Forward Sales contracts at an average price of $30.43 per share, respectively. For the year ended December 31, 2025, the Company sold 2.9 million shares under Forward Sales contracts at an average price of $30.44 per share. These Forward Sales contracts had an initial maturity date of December 31, 2025, which was extended to December 31, 2026, by mutual agreement of each party. The future settlement proceeds, as of March 31, 2026 and December 31, 2025, net of $894,000 of commissions, were $88.5 million. Prior to the Forward Sales executed during the year ended December 31, 2025, the Company had settled 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 had $305.6 million remaining as of March 31, 2026.
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 settle any shares under the ATM Program during the three months ended March 31, 2026, or the year ended December 31, 2025.
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 months ended March 31, 2026, the Company recognized rental property revenues of $261.1 million, of which $73.7 million represented variable rental revenue. For the three months ended March 31, 2025, the Company recognized rental property revenues of $243.0 million, of which $69.0 million represented variable rental revenue.
For the three months ended March 31, 2026, the Company recognized fee and other revenue of $2.0 million. For the three months ended March 31, 2025, the Company recognized fee and other revenue of $7.3 million. Included in other revenue is interest income from investments in real estate debt (see note 3) and in 2025, other revenue includes the $4.6 million proceeds from the sale of the Company's bankruptcy claim related to the 2023 bankruptcy of Silicon Valley Bank ("SVB"). SVB's subsidiary, SVB Financial Group, was a tenant in the Company's Phoenix market at the time of the bankruptcy filing.
13. STOCK-BASED COMPENSATION
The Company currently has several types of employee stock-based compensation, including restricted stock and restricted stock units ("RSUs"), issued under the Cousins Properties Incorporated 2019 Omnibus Incentive Stock Plan (the "Prior Incentive Plan") and the Employee Stock Purchase Plan ("ESPP"). Subsequent to quarter end, on April 28, 2026, the Company's shareholders voted to approve the Amended and Restated Cousins Properties Incorporated 2019 Omnibus Incentive Stock Plan (the "Amended Incentive Plan"; the Prior Incentive Plan and the Amended Incentive Plan are collectively the "Incentive Plan"), which increased the aggregate share limit under the Incentive Plan by five million shares and extended the term of the Incentive Plan to April 28, 2036. While the Company's Incentive Plan also allows for the issuance of stock options, none have been issued or exercised or were outstanding as of or during any of the periods presented. A portion of the Company's independent directors' compensation is also provided in the form of Company stock issued under the Incentive Plan.
18
The Company's compensation expense for the three months ended March 31, 2026, relates to restricted stock, stock-settled RSUs, and the ESPP. Restricted stock and the stock-settled RSUs are equity-classified awards for which compensation expense per share is fixed. For the three months ended March 31, 2026, and 2025, stock-based compensation expense, net of forfeitures, was recorded as follows ($ in thousands):
| Three Months Ended March 31, | ||||||||||||||||||||||||||
| 2026 | 2025 | |||||||||||||||||||||||||
| 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, 2025.
Grants of Equity-Classified Awards
Under the Incentive Plan, in 2026 and 2025, the Company granted three types of equity-classified awards to key employees under the Incentive 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.
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 three months ended March 31, 2026, and 2025, respectively, (in thousands):
| Shares and Targeted Units Granted in | |||||||||||
| 2026 | 2025 | ||||||||||
| Market-based RSUs | |||||||||||
| Performance-based RSUs | |||||||||||
| Restricted stock | |||||||||||
19
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 three months ended March 31, 2026, and 2025:
| Assumptions for RSUs Granted in | ||||||||||||||
| 2026 | 2025 | |||||||||||||
| 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.
14. EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted earnings per share for the three months ended March 31, 2026, and 2025 ($ in thousands, except per share amounts):
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Earnings per common share - basic: | |||||||||||||||||||||||
| Numerator: | |||||||||||||||||||||||
| Net income (loss) | $ | ( | $ | ||||||||||||||||||||
Net loss (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 (loss) | $ | ( | $ | ||||||||||||||||||||
Net loss attributable to noncontrolling interests in CPLP from continuing operations | |||||||||||||||||||||||
| Net income (loss) attributable to other noncontrolling interests | ( | ( | |||||||||||||||||||||
| Net income (loss) 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 - 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 | $ | ( | $ | ||||||||||||||||||||
20
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 or from shares expected to be issued under the Company's ESPP during the respective periods presented.
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 three months ended March 31, 2026, and 2025 is as follows ($ in thousands):
| 2026 | 2025 | ||||||||||
| 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 | |||||||||||
| Changes in accounts payable and accrued expenses related to real estate assets | ( | ||||||||||
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, Houston, Nashville, Phoenix, and Tampa.
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. Information on the Company's segments along with a reconciliation of NOI to net income for the three months ended March 31, 2026, and 2025 are as follows ($ in thousands):
| Three Months Ended March 31, 2026 | Rental Property Revenues | Rental Property Operating Expenses | NOI | |||||||||||||||||
| Austin | $ | $ | $ | |||||||||||||||||
| Atlanta | ||||||||||||||||||||
| Charlotte | ||||||||||||||||||||
| Tampa | ||||||||||||||||||||
| Phoenix | ||||||||||||||||||||
| Dallas | ||||||||||||||||||||
| Houston | ||||||||||||||||||||
| Nashville | ||||||||||||||||||||
| Segment Totals | $ | $ | $ | |||||||||||||||||
| Other Non - Office Properties | ||||||||||||||||||||
| Portfolio Totals | $ | $ | $ | |||||||||||||||||
| Less: Company's share from unconsolidated joint ventures | $ | ( | $ | ( | ||||||||||||||||
| Termination Fees | — | |||||||||||||||||||
| Consolidated Totals | $ | $ | ||||||||||||||||||
21
| Three Months Ended March 31, 2025 | Rental Property Revenues | Rental Property Operating Expenses | NOI | |||||||||||||||||
| Austin | $ | $ | $ | |||||||||||||||||
| Atlanta | ||||||||||||||||||||
| Tampa | ||||||||||||||||||||
| Phoenix | ||||||||||||||||||||
| Charlotte | ||||||||||||||||||||
| Dallas | ||||||||||||||||||||
| Houston | ||||||||||||||||||||
| Nashville | ||||||||||||||||||||
| 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 March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Net Income (Loss) | $ | ( | $ | ||||||||||||||||||||
| Fee income | ( | ( | |||||||||||||||||||||
| Termination fee income | ( | ( | |||||||||||||||||||||
| Other income | ( | ( | |||||||||||||||||||||
| General and administrative expenses | |||||||||||||||||||||||
| Interest expense | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| Operating Property Impairment | |||||||||||||||||||||||
| Reimbursed expenses | |||||||||||||||||||||||
| Other expenses | |||||||||||||||||||||||
| Loss from unconsolidated joint ventures | |||||||||||||||||||||||
| Net operating income from unconsolidated joint ventures | |||||||||||||||||||||||
| Loss on investment property transaction | |||||||||||||||||||||||
| Net Operating Income | $ | $ | |||||||||||||||||||||
22
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.
Overview of 2026 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 932,000 square feet of office space, including 483,000 of new and expansion leases representing 52% of total leasing activity. Straight-line basis net rent per square foot increased 28.7% 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 1.7% between the three months ended March 31, 2026 and 2025.
On February 2, 2026, we acquired 300 South Tryon, a 638,000 square foot office property in Charlotte, for a gross price of $317.5 million.
On February 5, 2026, we received payment at par of the $18.2 million mezzanine loan investment secured by an equity interest in 110 East in Charlotte.
On February 25, 2026, we sold our Harborview Plaza office property, a 206,000 square foot property in Tampa, for a gross sales price of $39.5 million.
On February 20, 2026, we issued $500.0 million of 4.875% public unsecured senior notes due 2033 with a yield to maturity of 5.001%, generating net proceeds of $492.1 million.
During the quarter we repurchased 3.9 million shares at a weighted average price of $23.36 per share under the $250 million share repurchase program announced on February 17, 2026.
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 bifurcation between Sun Belt and Gateway market fundamentals. In addition, as the flight to quality trend accelerates among office users, we believe our lifestyle office 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 Months Ended March 31, 2026
General
Net loss available to common stockholders for the three months ended March 31, 2026, was $24.9 million. Net income available to common stockholders for the three months ended March 31, 2025, was $20.9 million. During the three months ended March 31, 2026, we recorded $36.6 million of impairment loss related to One Eleven Congress, which we agreed to sell in a transaction expected to close in the third quarter of 2026. We detail below other material changes in the components of net income and loss available to common stockholders for the three months ended March 31, 2026, compared to 2025.
23
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 2026 versus 2025 comparison period are for properties that were stabilized and owned as of January 1, 2025 through March 31, 2026. 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 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 March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Net Income (Loss) | $ | (24,670) | $ | 21,093 | |||||||||||||||||||
| Fee income | (1,245) | (496) | |||||||||||||||||||||
| Termination fee income | (1,831) | (2,866) | |||||||||||||||||||||
| Other income | (756) | (6,805) | |||||||||||||||||||||
| General and administrative expenses | 11,840 | 10,709 | |||||||||||||||||||||
| Interest expense | 45,101 | 36,774 | |||||||||||||||||||||
| Depreciation and amortization | 108,406 | 102,114 | |||||||||||||||||||||
| Reimbursed expenses | 120 | 177 | |||||||||||||||||||||
| Other expenses | 438 | 422 | |||||||||||||||||||||
| Operating Property Impairment | 36,600 | — | |||||||||||||||||||||
| Loss from unconsolidated joint ventures | 2,642 | 1,883 | |||||||||||||||||||||
| Loss on investment property transaction | 47 | — | |||||||||||||||||||||
| Net Operating Income | $ | 176,692 | $ | 163,005 | |||||||||||||||||||
24
Consolidated rental property revenues, rental property operating expenses, and NOI changed between the 2026 and 2025 periods as follows ($ in thousands):
| Three Months Ended March 31, | |||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||||||||||||||||||||||||||
| Rental Property Revenues | |||||||||||||||||||||||||||||||||||||||||||||||
| Same Property | $ | 237,419 | $ | 233,350 | $ | 4,069 | 1.7 | % | |||||||||||||||||||||||||||||||||||||||
| Non-Same Property | 21,858 | 6,811 | 15,047 | 220.9 | % | ||||||||||||||||||||||||||||||||||||||||||
| 259,277 | 240,161 | 19,116 | 8.0 | % | |||||||||||||||||||||||||||||||||||||||||||
| Termination fee income | 1,831 | 2,866 | (1,035) | ||||||||||||||||||||||||||||||||||||||||||||
| Total Rental Property Revenues | $ | 261,108 | $ | 243,027 | $ | 18,081 | |||||||||||||||||||||||||||||||||||||||||
| Rental Property Operating Expenses | |||||||||||||||||||||||||||||||||||||||||||||||
| Same Property | $ | 76,865 | $ | 75,014 | $ | 1,851 | 2.5 | % | |||||||||||||||||||||||||||||||||||||||
| Non-Same Property | 5,720 | 2,142 | 3,578 | 167.0 | % | ||||||||||||||||||||||||||||||||||||||||||
| Total Rental Property Operating Expenses | $ | 82,585 | $ | 77,156 | $ | 5,429 | 7.0 | % | |||||||||||||||||||||||||||||||||||||||
| Net Operating Income | |||||||||||||||||||||||||||||||||||||||||||||||
| Same Property NOI | $ | 160,554 | $ | 158,336 | $ | 2,218 | 1.4 | % | |||||||||||||||||||||||||||||||||||||||
| Non-Same Property NOI | 16,138 | 4,669 | 11,469 | 245.6 | % | ||||||||||||||||||||||||||||||||||||||||||
| Total NOI | $ | 176,692 | $ | 163,005 | $ | 13,687 | 8.4 | % | |||||||||||||||||||||||||||||||||||||||
Same Property NOI represents Net Operating Income for those office properties that were stabilized and owned by us for the entirety of the 2026 and 2025 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, Operating Expenses, and NOI increased for the three months ended March 31, 2026, compared to the same period in the prior year primarily due to an increase in occupancy at Avalon, 3350 Peachtree, and Corporate Center.
Non-Same Property Rental Property Revenues, Operating Expenses, and NOI increased for the three months ended March 31, 2026, compared to the same periods in the prior year primarily due to the acquisitions of 300 South Tryon in February 2026 as well as the acquisition of The Link in July 2025. These increases were partially offset by the sale of Harborview in February 2026.
The following table details consolidated NOI from properties aggregated by market ($ in thousands):
| Three Months Ended March 31, | |||||||||||||||||||||||
| Market | 2026 | 2025 | $ Change | % Change | |||||||||||||||||||
| Austin | $ | 62,223 | $ | 59,838 | $ | 2,385 | 4.0 | % | |||||||||||||||
| Atlanta | 53,487 | 50,518 | 2,969 | 5.9 | % | ||||||||||||||||||
| Charlotte | 19,022 | 16,832 | 2,190 | 13.0 | % | ||||||||||||||||||
| Phoenix | 13,741 | 12,092 | 1,649 | 13.6 | % | ||||||||||||||||||
| Tampa | 13,158 | 13,176 | (18) | (0.1) | % | ||||||||||||||||||
| Dallas | 8,418 | 3,616 | 4,802 | 132.8 | % | ||||||||||||||||||
| Houston | 5,558 | 5,686 | (128) | (2.3) | % | ||||||||||||||||||
| Office NOI | 175,607 | 161,758 | 13,849 | 8.6 | % | ||||||||||||||||||
| Other Non-Office (1) | 1,085 | 1,247 | (162) | ||||||||||||||||||||
| Total NOI | $ | 176,692 | $ | 163,005 | $ | 13,687 | |||||||||||||||||
| (1) Includes operations at land sites held for future development as well as a parking garage in Charlotte. | |||||||||||||||||||||||
From an overall portfolio perspective, in-place gross rent per square foot as of March 31, 2026, increased 3.8% compared to March 31, 2025, contributing to a portfolio wide increase in NOI. NOI from the Dallas market increased $4.8 million, or 132.8%, for
25
the three months ended March 31, 2026, compared to the same period in the prior year, primarily due to the acquisition of The Link in July 2025. NOI from the Atlanta market increased $3.0 million, or 5.9%, for the three months ended March 31, 2026 compared to the same period in prior year, primarily due to increased occupancy at the Avalon and 3350 Peachtree and the end of several variable rent abatement periods at Promenade Tower. NOI from the Austin market increased $2.4 million, or 4.0%, for the three months ended March 31, 2026, compared to the same period in the prior year, primarily due the completion of development at Domain 9 in March 2025. NOI from the Charlotte market increased $2.2 million, or 13.0%, for the three months ended March 31, 2026, compared to the same period in the prior year, primarily due to the acquisition of 300 South Tryon in February 2026. NOI from the Phoenix market increased $1.6 million, or 13.6%, for the three months ended March 31, 2026, compared to the same period in the prior year, primarily due to increased occupancy related to the completion of Hayden Ferry I's redevelopment in the fourth quarter of 2025.
Other Income
Other income decreased $6.0 million between the three month periods ended March 31, 2026, and 2025 primarily due to the sale of our Silicon Valley Bank bankruptcy claim in the first quarter of 2025, and a reduction in interest income from the two mezzanine loans and the Saint Ann Court Mortgage Loan earned in the first quarter of 2025. These reductions were partially offset by interest income from the joint venture partner loan, which was issued in September 2025. 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 $1.1 million, or 10.6%, between the three month periods ended March 31, 2026, and 2025, primarily due to increases in compensation related expenses.
Interest Expense
Interest expense, net of amounts capitalized, increased $8.3 million, or 22.6%, between the three months ended March 31, 2026, and 2025, primarily due to the issuances of the $500 million unsecured senior notes in June 2025 and $500 million unsecured senior notes in February 2026, and a higher average balance outstanding on the credit facility. Increased interest expense was partially offset by the repayments of the $250 million senior note in July 2025 and the repayment of $150 million of the 2021 Term Loan in February 2026.
Depreciation and Amortization
Depreciation and amortization changed between the 2026 and 2025 periods as follows ($ in thousands):
| Three Months Ended March 31, | |||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||||||||||||||||||||||||||
| Depreciation and Amortization | |||||||||||||||||||||||||||||||||||||||||||||||
| Same Property | $ | 93,277 | $ | 94,252 | $ | (975) | (1.0) | % | |||||||||||||||||||||||||||||||||||||||
| Non-Same Property | 14,990 | 7,744 | 7,244 | 93.5 | % | ||||||||||||||||||||||||||||||||||||||||||
| Non-Real Estate Assets | 140 | 117 | 23 | 19.7 | % | ||||||||||||||||||||||||||||||||||||||||||
| Total Depreciation and Amortization | $ | 108,406 | $ | 102,114 | $ | 6,292 | 6.2 | % | |||||||||||||||||||||||||||||||||||||||
Non-Same Property depreciation and amortization increased between the three months ended March 31, 2026, and 2025, primarily due to the acquisition of 300 South Tryon in February 2026, the acquisition of The Link in July 2025, and the completion of development at Domain 9 in March 2025.
26
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 March 31, | |||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||||||||||||||||||||||||||
| Loss from unconsolidated joint ventures | $ | (2,642) | $ | (1,883) | $ | (759) | (40.3) | % | |||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization expense | 3,053 | 2,212 | 841 | 38.0 | % | ||||||||||||||||||||||||||||||||||||||||||
| Interest expense | 2,733 | 1,989 | 744 | 37.4 | % | ||||||||||||||||||||||||||||||||||||||||||
| Other expense | 259 | (79) | 338 | (427.8) | % | ||||||||||||||||||||||||||||||||||||||||||
| Other income | (32) | (16) | (16) | (100.0) | % | ||||||||||||||||||||||||||||||||||||||||||
| Net operating income from unconsolidated joint ventures | $ | 3,371 | $ | 2,223 | $ | 1,148 | 51.6 | % | |||||||||||||||||||||||||||||||||||||||
| Net operating income: | |||||||||||||||||||||||||||||||||||||||||||||||
| Same Property | 1,367 | 1,554 | (187) | (12.0) | % | ||||||||||||||||||||||||||||||||||||||||||
| Non-Same Property | 2,004 | 669 | 1,335 | 199.6 | % | ||||||||||||||||||||||||||||||||||||||||||
| Net operating income from unconsolidated joint ventures | $ | 3,371 | $ | 2,223 | $ | 1,148 | 51.6 | % | |||||||||||||||||||||||||||||||||||||||
The change in loss from unconsolidated joint ventures was driven by increases in unconsolidated depreciation and amortization expense as well as unconsolidated interest expense. Unconsolidated depreciation and amortization expense and interest expense increased between the three months ended March 31, 2026 and 2025, primarily due to assets being placed in service as the development of Phase I of the Neuhoff joint venture was completed and initial operations commenced.
Non-Same Property NOI from unconsolidated joint ventures increased between the three months ended March 31, 2026 and 2025, primarily due to operations at the Neuhoff joint venture, as the property continues to increase occupancy.
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.
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The reconciliation of net income to FFO is as follows for the three months ended March 31, 2026, and 2025 (in thousands, except per share amounts):
| Three Months Ended March 31, | ||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | |||||||||||||||||||||||||||||||||||||
| Dollars | Weighted Average Common Shares | Per Share Amount | Dollars | Weighted Average Common Shares | Per Share Amount | |||||||||||||||||||||||||||||||||
| Net Income Available to Common Stockholders | (24,856) | 166,399 | $ | (0.15) | $ | 20,897 | 167,809 | $ | 0.12 | |||||||||||||||||||||||||||||
| Noncontrolling interest related to unitholders | — | — | — | 3 | 25 | — | ||||||||||||||||||||||||||||||||
| Conversion of unvested restricted stock units | — | — | — | — | 759 | — | ||||||||||||||||||||||||||||||||
| Net Income — Diluted | (24,856) | 166,399 | (0.15) | 20,900 | 168,593 | 0.12 | ||||||||||||||||||||||||||||||||
| Noncontrolling interest related to unitholders | (4) | 25 | — | — | — | — | ||||||||||||||||||||||||||||||||
| Unvested restricted stock | — | 411 | — | — | — | — | ||||||||||||||||||||||||||||||||
| Conversion of unvested restricted stock units | — | 846 | — | — | — | — | ||||||||||||||||||||||||||||||||
| Depreciation and amortization of real estate assets: | ||||||||||||||||||||||||||||||||||||||
| Consolidated properties | 108,267 | — | 0.64 | 101,996 | — | 0.61 | ||||||||||||||||||||||||||||||||
| Share of unconsolidated joint ventures | 3,053 | — | 0.02 | 2,212 | — | 0.01 | ||||||||||||||||||||||||||||||||
| Partners' share of real estate depreciation | (240) | — | — | (274) | — | — | ||||||||||||||||||||||||||||||||
| Loss on sale of depreciated properties: | ||||||||||||||||||||||||||||||||||||||
| Consolidated properties | 47 | — | — | — | — | — | ||||||||||||||||||||||||||||||||
| Operating property impairment | 36,600 | — | 0.22 | — | — | — | ||||||||||||||||||||||||||||||||
| Funds From Operations | $ | 122,867 | 167,681 | $ | 0.73 | $ | 124,834 | 168,593 | $ | 0.74 | ||||||||||||||||||||||||||||
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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 March 31, 2026, included $178.8 million of unfunded tenant improvements and construction costs. As of March 31, 2026, we had $206.5 million drawn under our credit facility with the ability to borrow $793.5 million, as well as $6.3 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 $206.5 million outstanding as of March 31, 2026), we also have unsecured debt from four outstanding public unsecured senior notes totaling $1.9 billion, two term loans totaling $500 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. 87% of our consolidated debt bears interest at a fixed rate. The 13% of consolidated debt that bears interest at a floating rate is based on SOFR.
On April 1, 2026, we recast our Credit Facility, pursuant to which the Company may borrow up to $1.2 billion if certain conditions are satisfied. This new facility replaced the Company's existing facility, extended the scheduled maturity from April 2027 to April 2031, and increased the borrowing capacity from $1.0 billion to $1.2 billion. Additionally, we amended our 2021 Term Loan and 2022 Term Loan, adding two six-month extension options to each. Since December 31, 2025, our all-in borrowing spread improved by 15 basis points on both the revolving credit facility and the 2022 Term Loan, and 30 basis points on the 2021 Term Loan term loan. The current borrowing spread on our Credit Facility is 72.5 basis points over SOFR, and the current borrowing spread on both term loans is 80 basis points over SOFR. Financial covenants within the new facilities remained generally unchanged.
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
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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.
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):
| Three Months Ended March 31, | |||||||||||||||||
| 2026 | 2025 | Change | |||||||||||||||
| Net cash provided by operating activities | $ | 40,460 | $ | 44,758 | $ | (4,298) | |||||||||||
| Net cash provided by (used in) investing activities | (322,975) | 87,116 | (410,091) | ||||||||||||||
| Net cash provided by (used in) financing activities | 283,091 | (133,893) | 416,984 | ||||||||||||||
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 decreased by $4.3 million between the 2026 and 2025 three month periods, primarily due to increased interest payments from increased average balances on the credit facility and the senior note issuance of $500 million in June 2025. These payments were partially offset by an increase in cash inflows from a combination of increased occupancy and expiration of rent abatement periods, primarily at Promenade Tower, Domain 9, Hayden Ferry, and 300 Colorado. Cash flows provided by operating activities also increased in the three months ended March 31, 2026, due to the acquisitions of The Link and 300 South Tryon.
Cash Flows from Investing Activities. Cash flows used in investing activities for the 2026 three month period were $323.0 million, compared to cash flows provided by investing activities of $87.1 million for the same period in 2025. Cash used in investing activities for the 2026 three month period are primarily from the acquisition of 300 South Tryon partially offset by the sale of Harborview. Cash flows provided by investing activities in 2025 were largely driven by the repayments of investments in real estate debt by the borrowers on the Radius mezzanine loan and Saint Ann mortgage loan.
Cash Flows from Financing Activities. Cash flows provided by financing activities for the 2026 three month period were $283.1 million, compared to cash flows used in financing activities of $133.9 million for the same period in 2025. During the three month period in 2026, we received proceeds from the issuance of the 4.875% public senior notes in February 2026, and we had an increase in net borrowings on our credit facility. These proceeds were partially offset by a $150 million partial repayment of the 2021 Term Loan and a $90 million repurchase of outstanding common shares under the 2026 share repurchase program.
Capital Expenditures. We incur capital expenditures for the development of new properties, the redevelopment of existing or newly purchased properties, building improvements, direct leasing costs for new or replacement tenants, and capitalized interest and salaries. Components of expenditures included in this line item for the three months ended March 31, 2026, and 2025 are as follows ($ in thousands):
| Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| Projects under development (1) | $ | — | $ | 2,211 | |||||||
| Operating properties—redevelopment | 15,265 | 7,985 | |||||||||
| Operating properties—building improvements | 10,189 | 8,492 | |||||||||
| Operating properties—leasing costs | 29,752 | 31,529 | |||||||||
| Capitalized interest and other | 4,453 | 4,130 | |||||||||
| Total capital expenditures | $ | 59,659 | $ | 54,347 | |||||||
| (1) Includes initial leasing costs. | |||||||||||
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Capital expenditures increased $5.3 million between the 2026 and 2025 three month periods, primarily due to partial redevelopment activity at 201 North Tryon, 550 South, and Hayden Ferry. This increase is partially offset by lower spending on projects under development, as Domain 9 became fully operational in 2025.
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.
Leasing activity details, including the components of net effective rent per square foot, for our office portfolio on leases executed during the three months ended March 31, 2026, and 2025 are as follows:
| Three Months Ended March 31, 2026 | |||||||||||||||||||||||
| New | Renewal | Expansion | Total | ||||||||||||||||||||
| Net leased square feet (1) | 405,617 | 448,258 | 77,694 | 931,569 | |||||||||||||||||||
| Number of transactions | 18 | 19 | 12 | 49 | |||||||||||||||||||
| Lease term in years (2) | 8.4 | 4.7 | 7.8 | 6.6 | |||||||||||||||||||
| Net effective rent calculation (per square foot per year) (2) | |||||||||||||||||||||||
| Net annualized rent (3) | $ | 43.57 | $ | 44.34 | $ | 50.79 | $ | 44.54 | |||||||||||||||
| Net free rent | (3.26) | (0.51) | (2.32) | (1.86) | |||||||||||||||||||
| Leasing commissions | (3.54) | (2.90) | (3.92) | (3.26) | |||||||||||||||||||
| Tenant improvements | (10.54) | (3.97) | (7.66) | (7.14) | |||||||||||||||||||
| Total leasing costs (4) | (17.34) | (7.38) | (13.90) | (12.26) | |||||||||||||||||||
| Net effective rent | $ | 26.23 | $ | 36.96 | $ | 36.89 | $ | 32.28 | |||||||||||||||
| Second generation leased square footage (5) | 656,433 | ||||||||||||||||||||||
| Increase in straight-line basis second generation net rent per square foot (6) | 28.7 | % | |||||||||||||||||||||
| Increase in cash-basis second generation net rent per square foot (7) | 15.2 | % | |||||||||||||||||||||
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| Three Months Ended March 31, 2025 | |||||||||||||||||||||||
| New | Renewal | Expansion | Total | ||||||||||||||||||||
| Net leased square feet (1) | 121,307 | 334,443 | 83,313 | 539,063 | |||||||||||||||||||
| Number of transactions | 17 | 22 | 8 | 47 | |||||||||||||||||||
| Lease term in years (2) | 6.6 | 5.5 | 9.3 | 6.3 | |||||||||||||||||||
| Net effective rent calculation (per square foot per year) (2) | |||||||||||||||||||||||
| Net annualized rent (3) | $ | 38.90 | $ | 33.20 | $ | 42.15 | $ | 35.87 | |||||||||||||||
| Net free rent | (2.26) | (1.47) | (2.31) | (1.77) | |||||||||||||||||||
| Leasing commissions | (3.48) | (2.45) | (3.29) | (2.81) | |||||||||||||||||||
| Tenant improvements | (9.71) | (4.61) | (7.61) | (6.23) | |||||||||||||||||||
| Total leasing costs (4) | (15.45) | (8.53) | (13.21) | (10.81) | |||||||||||||||||||
| Net effective rent | $ | 23.45 | $ | 24.67 | $ | 28.94 | $ | 25.06 | |||||||||||||||
| Second generation leased square footage (5) | 449,239 | ||||||||||||||||||||||
| Increase in straight-line basis second generation net rent per square foot (6) | 18.3 | % | |||||||||||||||||||||
| Increase in cash-basis second generation net rent per square foot (7) | 3.2 | % | |||||||||||||||||||||
| (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) | The amounts of tenant improvement and leasing costs on a per square foot basis vary by lease and by market. | ||||
| (5) | 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. | ||||
| (6) | Increase in second generation straight-line basis net annualized rent on a weighted average basis. | ||||
| (7) | 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. | ||||
Dividends. We paid common dividends of $55.3 million and $54.6 million in the three months ended March 31, 2026, and 2025, respectively. We expect to fund our future quarterly common dividends with cash provided by operating activities, also using 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, 2025 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.
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Debt. At March 31, 2026, our unconsolidated joint ventures had aggregate outstanding indebtedness to third parties of $334.1 million. These loans are generally mortgage or construction loans, which are non-recourse to us. In certain instances, we 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, 2025.
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 March 31, 2026, compared to that as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025.
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.
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, 2025. There have been no material changes in our risk factors from those previously disclosed in our Annual Report. You should carefully consider the risks described in our Annual Report, which could materially affect our business, financial condition, or future results. The risks described in our Annual Report 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.
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
We did not make any sales of unregistered securities common shares during the first quarter of 2026.
The table below reflects purchases of common stock made during the three month period ended March 31, 2026.
| Period | Total Number of Shares of Stock Purchased (1) | Average Price Paid per Share (2) | Total Number of Shares Purchased Under Announced Programs(3) | Approximate Dollar value of Shares That May Yet be Purchased Under Announced Programs (in thousands) | |||||||||||||||||||||||||||||||
| February 1 - 28, 2026 | 1,607,033 | $ | 23.42 | 1,532,441 | $ | 214,033 | |||||||||||||||||||||||||||||
| March 1 - 31, 2026 | 2,318,872 | 23.29 | 2,318,872 | 160,033 | |||||||||||||||||||||||||||||||
| Total | 3,925,905 | $ | 23.34 | 3,851,313 | |||||||||||||||||||||||||||||||
| (1) | Includes 74,592 shares of common stock remitted to the Company to satisfy tax withholding requirements related to the vesting of restricted stock awards. | ||||||||||||||||||||||||||||||||||
| (2) | Represents the weighted average settlement price of the shares of common stock. For shares remitted to the company to satisfy tax withholding requirements related to the vesting of restricted stock awards, the settlement price is based on the closing price of the Company's common stock on the applicable withholding date. | ||||||||||||||||||||||||||||||||||
| (3) | On February 17, 2026, the Company announced that the Board of Directors of the Company authorized the repurchase of up to $250 million of its outstanding common shares under a newly established share repurchase program. On April 28, 2026, the Board of Directors approved an amendment to increase the share repurchase program to $500 million, of which $410 million remains available for repurchase. The share repurchase program does not have an expiration date, does not obligate the Company to repurchase any dollar amount or number of shares, and may be suspended or discontinued at any time. | ||||||||||||||||||||||||||||||||||
Item 5. Other Information.
Results of 2026 Annual Meeting of Stockholders
On April 28, 2026, the Company held its annual meeting of stockholders. Proxies for the meeting were solicited pursuant to Regulation 14A under the Securities and Exchange Act of 1934, as amended. The following matters were submitted to a vote of the stockholders:
Proposal 1 - the votes regarding the election of nine directors for a term expiring in 2027 were as follows:
| Name | For | Against | Abstentions | Broker Non-Votes | ||||||||||||||||||||||
| Charles T. Cannada | 143,012,869 | 1,643,202 | 126,603 | 4,459,275 | ||||||||||||||||||||||
| Robert M. Chapman | 142,796,574 | 1,858,608 | 127,492 | 4,459,275 | ||||||||||||||||||||||
| M. Colin Connolly | 143,810,205 | 844,546 | 127,923 | 4,459,275 | ||||||||||||||||||||||
| Scott W. Fordham | 143,034,939 | 1,620,911 | 126,824 | 4,459,275 | ||||||||||||||||||||||
| Susan L. Givens | 144,086,922 | 564,378 | 131,374 | 4,459,275 | ||||||||||||||||||||||
| R. Kent Griffin, Jr. | 139,637,453 | 5,020,493 | 124,728 | 4,459,275 | ||||||||||||||||||||||
| Donna W. Hyland | 140,145,378 | 4,505,612 | 131,684 | 4,459,275 | ||||||||||||||||||||||
| Dionne Nelson | 143,854,453 | 797,094 | 131,127 | 4,459,275 | ||||||||||||||||||||||
| R. Dary Stone | 140,539,562 | 4,118,975 | 124,137 | 4,459,275 | ||||||||||||||||||||||
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Proposal 2 - the advisory votes on executive compensation, often referred to as "say on pay," were as follows:
| For | Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 131,656,330 | 12,955,816 | 170,528 | 4,459,275 | |||||||||||||||||
Proposal 3 - the votes to approve the Amended and Restated 2019 Omnibus Incentive Stock Plan were as follows:
| For | Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 141,126,491 | 3,495,593 | 160,590 | 4,459,275 | |||||||||||||||||
Proposal 4 - the votes to ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accountant firm for the fiscal year ending December 31, 2026 were as follows:
| For | Against | Abstentions | ||||||||||||
| 139,629,908 | 9,491,709 | 120,332 | ||||||||||||
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Item 6. Exhibits.
| † | ||||||||
| † | ||||||||
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| † | ||||||||
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| † | ||||||||
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| † | ||||||||
| † | ||||||||
| 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. | |||||||
37
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: April 29, 2026
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Exhibit 10.1
SECOND AMENDMENT TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT
THIS SECOND AMENDMENT TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is entered into as of February 6, 2026 (the “Effective Date”), among COUSINS PROPERTIES LP, a Delaware limited partnership (“Borrower”), COUSINS PROPERTIES INCORPORATED, a Georgia corporation (“Parent”) (Borrower and Parent are individually referred to herein as a “Loan Party” and collectively referred to herein as the “Loan Parties”) and each Lender that is a party to the Credit Agreement (defined below), and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, “Administrative Agent”) and an L/C Issuer.
R E C I T A L S
A.Reference is hereby made to that certain Fifth Amended and Restated Credit Agreement, dated as of May 2, 2022 (as modified, amended, renewed, extended, or restated from time to time, the “Credit Agreement”), executed by Borrower, Parent, the other Guarantors party thereto, the Lenders party thereto, and Administrative Agent (Administrative Agent, the L/C Issuers and the Lenders are individually referred to herein as a “Credit Party” and collectively referred to herein as the “Credit Parties”).
B.Borrower, Administrative Agent and the Lenders desire to amend certain provisions contained in the Credit Agreement, subject to the terms and conditions set forth herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1.Terms and References. Unless otherwise stated in this Amendment (a) terms defined in the Credit Agreement have the same meanings when used in this Amendment, and (b) references to “Sections” are to the Credit Agreement’s sections.
2.Amendments to the Credit Agreement. On and as of the Effective Date, the Credit Agreement is hereby amended as follows:
(a) Section 1.01 is hereby amended to delete the following definitions in their entirety and replace such definitions with the following:
3.“Daily Simple SOFR” means, with respect to any applicable determination date, SOFR published on the fifth (5th) U.S. Government Securities Business Day preceding such day by the SOFR Administrator on the Federal Reserve Bank of New York’s website (or any successor source); provided, however, that if such day is not a U.S. Government Securities Business Day, then Daily Simple SOFR means such rate so published on the fifth (5th) U.S. Government Securities Business Day preceding the first (1st) U.S. Government Securities Business Day immediately prior thereto. If the rate as so determined would be less than zero (0), such rate shall be deemed to be zero (0) for purposes of the Loans and Loan Documents.
4.“Term SOFR” means:
5.(a) for any Interest Period with respect to a Term SOFR Rate Loan, the rate per annum equal to the Term SOFR Screen Rate two (2) U.S. Government Securities Business Days prior to the commencement of such Interest Period with a term equivalent to such Interest Period; provided that if the rate is not published prior to 11:00 a.m. on such determination date then Term SOFR means the Term SOFR Screen Rate on the first U.S. Government Securities Business Day immediately prior thereto; and
6.(b) for any interest calculation with respect to a Base Rate Loan on any date, the rate per annum equal to the Term SOFR Screen Rate with a term of one month commencing that day;
7.provided that if the Term SOFR determined in accordance with either of the foregoing clauses (a) or (b) of this definition would otherwise be less than zero (0), Term SOFR shall be deemed zero (0) for purposes of this Agreement.
(b) Section 1.01 is hereby amended to delete the definition of “SOFR Adjustment” in its entirety.
8.Amendments to other Loan Documents.
(a)All references in the Loan Documents to the Credit Agreement shall henceforth include references to the Credit Agreement, as modified and amended hereby, and as may, from time to time, be further amended, modified, extended, renewed, and/or increased.
(b)Any and all of the terms and provisions of the Loan Documents are hereby amended and modified wherever necessary, even though not specifically addressed herein, so as to conform to the amendments and modifications set forth herein.
9.Conditions Precedent. This Amendment shall not be effective unless and until:
(a)Administrative Agent receives fully executed counterparts of this Amendment signed by the Loan Parties, Administrative Agent and the Lenders;
(b)the representations and warranties in this Amendment are true and correct in all material respects;
(c)after giving effect to this Amendment, the representations and warranties in the Credit Agreement and each other Loan Document are true and correct in all material respects (without duplication of any materiality standards set forth therein) on and as of Effective Date as though made as of the Effective Date except to the extent that any of them speak to a different specific date, in which case they shall be true and correct in all material respects (without duplication of any materiality standards set forth therein) on and as of such earlier date;
(d)after giving effect to this Amendment, no Default or Event of Default exists; and
(e)Borrower pays the reasonable fees and expenses of Administrative Agent’s counsel.
10.Ratifications. Each Loan Party (a) ratifies and confirms all provisions of the Loan Documents as amended by this Amendment, (b) ratifies and confirms that all guaranties and assurances, granted, conveyed, or assigned to the Credit Parties under the Loan Documents are not released, reduced, or otherwise adversely affected by this Amendment and continue to guarantee and assure full payment and performance of all present and future Obligations, and (c) agrees to perform such acts and duly authorize, execute, acknowledge, deliver, file, and record such additional documents, and certificates as the Administrative Agent may request in order to create, perfect, preserve, and protect those guaranties and assurances.
11.Representations. Each Loan Party represents and warrants to the Credit Parties that as of the Effective Date: (a) this Amendment has been duly authorized, executed, and delivered by each Loan Party; (b) no action of, or filing with, any Governmental Authority is required to authorize, or is otherwise required in connection with, the execution, delivery, and performance by any Loan Party of this Amendment; (c) the Loan Documents, as amended by this Amendment, are valid and binding upon each Loan Party and are enforceable against each Loan Party in accordance with their respective terms, except as limited by Debtor Relief Laws; (d) the execution, delivery, and performance by the Loan Parties of this Amendment do not require the consent of any other Person and do not and will not constitute a violation of any Laws, agreements, or understandings to which the Loan Parties are a party or by which the Loan
2
Parties are bound; (e) after giving effect to this Amendment, the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects (without duplication of any materiality standards set forth therein) on and as of the Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (without duplication of any materiality standards set forth therein) as of such earlier date; and (f) after giving effect to this Amendment, no Default or Event of Default exists.
12.Continued Effect. Except to the extent amended hereby, all terms, provisions and conditions of the Credit Agreement and the other Loan Documents, and all documents executed in connection therewith, shall continue in full force and effect and shall remain enforceable and binding in accordance with their respective terms.
13.Miscellaneous. Unless stated otherwise (a) the singular number includes the plural and vice versa and words of any gender include each other gender, in each case, as appropriate, (b) headings and captions may not be construed in interpreting provisions, (c) this Amendment must be construed -- and its performance enforced -- under Georgia law, and (d) if any part of this Amendment is for any reason found to be unenforceable, all other portions of it nevertheless remain enforceable.
14.Electronic Execution; Electronic Records; Counterparts.
(a)This Amendment, any Loan Document and any other Communication, including Communications required to be in writing, may be in the form of an Electronic Record and may be executed using Electronic Signatures. Each of the parties hereto agree that any Electronic Signature on or associated with any Communication shall be valid and binding on such Person to the same extent as a manual, original signature, and that any Communication entered into by Electronic Signature, will constitute the legal, valid and binding obligation of such Person enforceable against such Person in accordance with the terms thereof to the same extent as if a manually executed original signature was delivered. Any Communication may be executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts are one and the same Communication. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance of a manually signed paper Communication which has been converted into electronic form (such as scanned into PDF format), or an electronically signed Communication converted into another format, for transmission, delivery and/or retention. Administrative Agent and each of the Credit Parties may, at its option, create one or more Electronic Copies, which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document. All Communications in the form of an Electronic Record, including an Electronic Copy, shall be considered an original for all purposes, and shall have the same legal effect, validity and enforceability as a paper record. Notwithstanding anything contained herein to the contrary, Administrative Agent is under no obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by such Person pursuant to procedures approved by it; provided, further, without limiting the foregoing, (a) to the extent Administrative Agent has agreed to accept such Electronic Signature, Administrative Agent and each of the Credit Parties shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of any Loan Party and/or any Credit Party without further verification and (b) upon the request of Administrative Agent or any Credit Party, any Electronic Signature shall be promptly followed by such manually executed counterpart. For purposes hereof, “Electronic Record” and “Electronic Signature” shall have the meanings assigned to them, respectively, by 15 USC §7006, as it may be amended from time to time.
(b)The Credit Parties shall neither be responsible for nor have any duty to ascertain or inquire into the sufficiency, validity, enforceability, effectiveness or genuineness of this Agreement or any other agreement, instrument or document (including, for the avoidance of doubt, in connection with Administrative Agent’s reliance on any Electronic Signature transmitted by telecopy, emailed .pdf or any other electronic means). The Credit Parties shall be entitled to rely on, and shall incur no liability under or in respect of this Agreement by acting upon, any Communication (which writing may be a fax, any electronic message, Internet or intranet website posting or other distribution or signed using an Electronic Signature) or any statement made to it orally or by telephone and believed by it to be genuine and signed or sent or otherwise authenticated (whether or not such Person in fact meets the requirements set forth in the Guaranty for being the maker thereof).
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(c)Each Loan Party and each Credit Party hereby waives (i) any argument, defense or right to contest the legal effect, validity or enforceability of this Amendment, any other Loan Document based solely on the lack of paper original copies of this Amendment, such other Loan Document, and (ii) waives any claim against Administrative Agent, each Credit Party and each Related Party for any liabilities arising solely from the Administrative Agent’s and/or any Credit Party’s reliance on or use of Electronic Signatures, including any liabilities arising as a result of the failure of the Loan Parties to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature.
15.Parties. This Amendment binds and inures to the Loan Parties and the Credit Parties and their respective successors and permitted assigns.
16.Entireties. The Credit Agreement as amended by this Amendment represents the final agreement between the parties about the subject matter of the Credit Agreement as amended by this Amendment and may not be contradicted by evidence of prior, contemporaneous, or subsequent oral agreements of the parties. There are no unwritten oral agreements between the parties.
[Remainder of Page Intentionally Left Blank; Signature Pages Follow]
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EXECUTED as of the date first stated above.
BORROWER: | ||||||||
COUSINS PROPERTIES LP, a Delaware limited partnership | ||||||||
By: | /s/ Gregg D. Adzema | |||||||
Name: | Gregg D. Adzema | |||||||
Title: | Executive Vice President and Chief Financial Officer | |||||||
PARENT: | ||||||||
COUSINS PROPERTIES INCORPORATED, a Georgia corporation | ||||||||
By: | /s/ Gregg D. Adzema | |||||||
Name: | Gregg D. Adzema | |||||||
Title: | Executive Vice President and Chief Financial Officer | |||||||
LENDERS/AGENTS: | ||||||||
JPMORGAN CHASE BANK, N.A., individually in its capacity as a Lender and as an L/C Issuer | ||||||||
By: | /s/ Cody A. Canafax | |||||||
Name: | Cody A. Canafax | |||||||
Title: | Executive Director | |||||||
BANK OF AMERICA, N.A., individually in its capacity as a Lender, as Administrative Agent and as an L/C Issuer | ||||||||
By: | /s/ Helen Chan | |||||||
Name: | Helen Chan | |||||||
Title: | Vice President | |||||||
Signature Page to
Second Amendment to Fifth Amended and Restated Credit Agreement
TRUIST BANK, individually in its capacity as a Lender and as an L/C Issuer | ||||||||
By: | /s/ C. Vincent Hughes Jr. | |||||||
Name: | C. Vincent Hughes Jr. | |||||||
Title: | Director | |||||||
WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender | ||||||||
By: | /s/ Scott S. Solis | |||||||
Name: | Scott S. Solis | |||||||
Title: | Managing Director | |||||||
PNC BANK, NATIONAL ASSOCIATION, as a Lender | ||||||||
By: | /s/ Andrew T. White | |||||||
Name: | Andrew T. White | |||||||
Title: | Senior Vice President | |||||||
U.S. BANK NATIONAL ASSOCIATION, as a Lender | ||||||||
By: | /s/ Germaine R. Korhone | |||||||
Name: | Germaine R. Korhone | |||||||
Title: | Senior Vice President | |||||||
Signature Page to
Second Amendment to Fifth Amended and Restated Credit Agreement
MORGAN STANLEY BANK, N.A., as a Lender | ||||||||
By: | /s/ Carina Gan | |||||||
Name: | Carina Gan | |||||||
Title: | Authorized Signatory | |||||||
TD BANK, NATIONAL ASSOCIATION, as a Lender | ||||||||
By: | /s/ D. Randolph Bryan Wilson | |||||||
Name: | D. Randolph Bryan Wilson | |||||||
Title: | Vice President | |||||||
FIRST HORIZON BANK, as a Lender | ||||||||
By: | /s/ Ty Treadwell | |||||||
Name: | Ty Treadwell | |||||||
Title: | Senior Vice President | |||||||
Signature Page to
Second Amendment to Fifth Amended and Restated Credit Agreement
Exhibit 10.2
FIRST AMENDMENT TO DELAYED DRAW TERM LOAN AGREEMENT
THIS FIRST AMENDMENT TO DELAYED DRAW TERM LOAN AGREEMENT (this “Amendment”) is entered into as of February 6, 2026 (the “Effective Date”), among COUSINS PROPERTIES LP, a Delaware limited partnership (“Borrower”), COUSINS PROPERTIES INCORPORATED, a Georgia corporation (“Parent”) (Borrower and Parent are individually referred to herein as a “Loan Party” and collectively referred to herein as the “Loan Parties”) and each Lender that is a party to the Loan Agreement (defined below), and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, “Administrative Agent”).
R E C I T A L S
A.Reference is hereby made to that certain Delayed Draw Term Loan Agreement, dated as of October 3, 2022 (as modified, amended, renewed, extended, or restated from time to time, the “Loan Agreement”), executed by Borrower, Parent, the other Guarantors party thereto, the Lenders party thereto, and Administrative Agent (Administrative Agent and the Lenders are individually referred to herein as a “Credit Party” and collectively referred to herein as the “Credit Parties”).
B.Borrower, Administrative Agent and the Lenders desire to amend certain provisions contained in the Loan Agreement, subject to the terms and conditions set forth herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1.Terms and References. Unless otherwise stated in this Amendment (a) terms defined in the Loan Agreement have the same meanings when used in this Amendment, and (b) references to “Sections” are to the Loan Agreement’s sections.
2.Amendments to the Loan Agreement. On and as of the Effective Date, the Loan Agreement is hereby amended as follows:
(a) Section 1.01 is hereby amended to delete the following definitions in their entirety and replace such definitions with the following:
3.“Daily Simple SOFR” means, with respect to any applicable determination date, SOFR published on the fifth (5th) U.S. Government Securities Business Day preceding such day by the SOFR Administrator on the Federal Reserve Bank of New York’s website (or any successor source); provided, however, that if such day is not a U.S. Government Securities Business Day, then Daily Simple SOFR means such rate so published on the fifth (5th) U.S. Government Securities Business Day preceding the first (1st) U.S. Government Securities Business Day immediately prior thereto. If the rate as so determined would be less than zero (0), such rate shall be deemed to be zero (0) for purposes of the Loans and Loan Documents.
4.“Term SOFR” means:
5.(a) for any Interest Period with respect to a Term SOFR Rate Loan, the rate per annum equal to the Term SOFR Screen Rate two (2) U.S. Government Securities Business Days prior to the commencement of such Interest Period with a term equivalent to such Interest Period; provided that if the rate is not published prior to 11:00 a.m. on such determination date then Term SOFR means the Term SOFR Screen Rate on the first U.S. Government Securities Business Day immediately prior thereto; and
6.(b) for any interest calculation with respect to a Base Rate Loan on any date, the rate per annum equal to the Term SOFR Screen Rate with a term of one month commencing that day;
7.provided that if the Term SOFR determined in accordance with either of the foregoing clauses (a) or (b) of this definition would otherwise be less than zero (0), Term SOFR shall be deemed zero (0) for purposes of this Agreement.
(b) Section 1.01 is hereby amended to delete the definition of “SOFR Adjustment” in its entirety.
8.Amendments to other Loan Documents.
(a)All references in the Loan Documents to the Loan Agreement shall henceforth include references to the Loan Agreement, as modified and amended hereby, and as may, from time to time, be further amended, modified, extended, renewed, and/or increased.
(b)Any and all of the terms and provisions of the Loan Documents are hereby amended and modified wherever necessary, even though not specifically addressed herein, so as to conform to the amendments and modifications set forth herein.
9.Conditions Precedent. This Amendment shall not be effective unless and until:
(a)Administrative Agent receives fully executed counterparts of this Amendment signed by the Loan Parties, Administrative Agent and the Lenders;
(b)the representations and warranties in this Amendment are true and correct in all material respects;
(c)after giving effect to this Amendment, the representations and warranties in the Loan Agreement and each other Loan Document are true and correct in all material respects (without duplication of any materiality standards set forth therein) on and as of Effective Date as though made as of the Effective Date except to the extent that any of them speak to a different specific date, in which case they shall be true and correct in all material respects (without duplication of any materiality standards set forth therein) on and as of such earlier date;
(d)after giving effect to this Amendment, no Default or Event of Default exists; and
(e)Borrower pays the reasonable fees and expenses of Administrative Agent’s counsel.
10.Ratifications. Each Loan Party (a) ratifies and confirms all provisions of the Loan Documents as amended by this Amendment, (b) ratifies and confirms that all guaranties and assurances, granted, conveyed, or assigned to the Credit Parties under the Loan Documents are not released, reduced, or otherwise adversely affected by this Amendment and continue to guarantee and assure full payment and performance of all present and future Obligations, and (c) agrees to perform such acts and duly authorize, execute, acknowledge, deliver, file, and record such additional documents, and certificates as the Administrative Agent may request in order to create, perfect, preserve, and protect those guaranties and assurances.
11.Representations. Each Loan Party represents and warrants to the Credit Parties that as of the Effective Date: (a) this Amendment has been duly authorized, executed, and delivered by each Loan Party; (b) no action of, or filing with, any Governmental Authority is required to authorize, or is otherwise required in connection with, the execution, delivery, and performance by any Loan Party of this Amendment; (c) the Loan Documents, as amended by this Amendment, are valid and binding upon each Loan Party and are enforceable against each Loan Party in accordance with their respective terms, except as limited by Debtor Relief Laws; (d) the execution, delivery, and performance by the Loan Parties of this Amendment do not require the consent of any other Person and do not and will not constitute a violation of any Laws, agreements, or understandings to which the Loan Parties are a party or by which the Loan
2
Parties are bound; (e) after giving effect to this Amendment, the representations and warranties contained in the Loan Agreement and the other Loan Documents are true and correct in all material respects (without duplication of any materiality standards set forth therein) on and as of the Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (without duplication of any materiality standards set forth therein) as of such earlier date; and (f) after giving effect to this Amendment, no Default or Event of Default exists.
12.Continued Effect. Except to the extent amended hereby, all terms, provisions and conditions of the Loan Agreement and the other Loan Documents, and all documents executed in connection therewith, shall continue in full force and effect and shall remain enforceable and binding in accordance with their respective terms.
13.Miscellaneous. Unless stated otherwise (a) the singular number includes the plural and vice versa and words of any gender include each other gender, in each case, as appropriate, (b) headings and captions may not be construed in interpreting provisions, (c) this Amendment must be construed -- and its performance enforced -- under Georgia law, and (d) if any part of this Amendment is for any reason found to be unenforceable, all other portions of it nevertheless remain enforceable.
14.Electronic Execution; Electronic Records; Counterparts.
(a)This Amendment, any Loan Document and any other Communication, including Communications required to be in writing, may be in the form of an Electronic Record and may be executed using Electronic Signatures. Each of the parties hereto agree that any Electronic Signature on or associated with any Communication shall be valid and binding on such Person to the same extent as a manual, original signature, and that any Communication entered into by Electronic Signature, will constitute the legal, valid and binding obligation of such Person enforceable against such Person in accordance with the terms thereof to the same extent as if a manually executed original signature was delivered. Any Communication may be executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts are one and the same Communication. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance of a manually signed paper Communication which has been converted into electronic form (such as scanned into PDF format), or an electronically signed Communication converted into another format, for transmission, delivery and/or retention. Administrative Agent and each of the Credit Parties may, at its option, create one or more Electronic Copies, which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document. All Communications in the form of an Electronic Record, including an Electronic Copy, shall be considered an original for all purposes, and shall have the same legal effect, validity and enforceability as a paper record. Notwithstanding anything contained herein to the contrary, Administrative Agent is under no obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by such Person pursuant to procedures approved by it; provided, further, without limiting the foregoing, (a) to the extent Administrative Agent has agreed to accept such Electronic Signature, Administrative Agent and each of the Credit Parties shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of any Loan Party and/or any Credit Party without further verification and (b) upon the request of Administrative Agent or any Credit Party, any Electronic Signature shall be promptly followed by such manually executed counterpart. For purposes hereof, “Electronic Record” and “Electronic Signature” shall have the meanings assigned to them, respectively, by 15 USC §7006, as it may be amended from time to time.
(b)The Credit Parties shall neither be responsible for nor have any duty to ascertain or inquire into the sufficiency, validity, enforceability, effectiveness or genuineness of this Agreement or any other agreement, instrument or document (including, for the avoidance of doubt, in connection with Administrative Agent’s reliance on any Electronic Signature transmitted by telecopy, emailed .pdf or any other electronic means). The Credit Parties shall be entitled to rely on, and shall incur no liability under or in respect of this Agreement by acting upon, any Communication (which writing may be a fax, any electronic message, Internet or intranet website posting or other distribution or signed using an Electronic Signature) or any statement made to it orally or by telephone and believed by it to be genuine and signed or sent or otherwise authenticated (whether or not such Person in fact meets the requirements set forth in the Guaranty for being the maker thereof).
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(c)Each Loan Party and each Credit Party hereby waives (i) any argument, defense or right to contest the legal effect, validity or enforceability of this Amendment, any other Loan Document based solely on the lack of paper original copies of this Amendment, such other Loan Document, and (ii) waives any claim against Administrative Agent, each Credit Party and each Related Party for any liabilities arising solely from the Administrative Agent’s and/or any Credit Party’s reliance on or use of Electronic Signatures, including any liabilities arising as a result of the failure of the Loan Parties to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature.
15.Parties. This Amendment binds and inures to the Loan Parties and the Credit Parties and their respective successors and permitted assigns.
16.Entireties. The Loan Agreement as amended by this Amendment represents the final agreement between the parties about the subject matter of the Loan Agreement as amended by this Amendment and may not be contradicted by evidence of prior, contemporaneous, or subsequent oral agreements of the parties. There are no unwritten oral agreements between the parties.
[Remainder of Page Intentionally Left Blank; Signature Pages Follow]
4
EXECUTED as of the date first stated above.
BORROWER: | ||||||||
COUSINS PROPERTIES LP, a Delaware limited partnership | ||||||||
By: | /s/ Gregg D. Adzema | |||||||
Name: | Gregg D. Adzema | |||||||
Title: | Executive Vice President and Chief Financial Officer | |||||||
PARENT: | ||||||||
COUSINS PROPERTIES INCORPORATED, a Georgia corporation | ||||||||
By: | /s/ Gregg D. Adzema | |||||||
Name: | Gregg D. Adzema | |||||||
Title: | Executive Vice President and Chief Financial Officer | |||||||
LENDERS/AGENTS: | ||||||||
BANK OF AMERICA, N.A., individually in its capacity as a Lender and as Administrative Agent | ||||||||
By: | /s/ Helen Chan | |||||||
Name: | Helen Chan | |||||||
Title: | Vice President | |||||||
JPMORGAN CHASE BANK, N.A., as a Lender | ||||||||
By: | /s/ Cody A. Canafax | |||||||
Name: | Cody A. Canafax | |||||||
Title: | Executive Director | |||||||
Signature Page to
First Amendment to Delayed Draw Term Loan Agreement
TRUIST BANK, as a Lender | ||||||||
By: | /s/ C. Vincent Hughes Jr. | |||||||
Name: | C. Vincent Hughes Jr. | |||||||
Title: | Director | |||||||
PNC BANK, NATIONAL ASSOCIATION, as a Lender | ||||||||
By: | /s/ Andrew T. White | |||||||
Name: | Andrew T. White | |||||||
Title: | Senior Vice President | |||||||
U.S. BANK NATIONAL ASSOCIATION, as a Lender | ||||||||
By: | /s/ Germaine R. Korhone | |||||||
Name: | Germaine R. Korhone | |||||||
Title: | Senior Vice President | |||||||
MORGAN STANLEY BANK, N.A., as a Lender | ||||||||
By: | /s/ Carina Gan | |||||||
Name: | Carina Gan | |||||||
Title: | Authorized Signatory | |||||||
Signature Page to
First Amendment to Delayed Draw Term Loan Agreement
TD BANK, NATIONAL ASSOCIATION, as a Lender | ||||||||
By: | /s/ D. Randolph Bryan Wilson | |||||||
Name: | D. Randolph Bryan Wilson | |||||||
Title: | Vice President | |||||||
FIRST HORIZON BANK, as a Lender | ||||||||
By: | /s/ Ty Treadwell | |||||||
Name: | Ty Treadwell | |||||||
Title: | Senior Vice President | |||||||
Signature Page to
First Amendment to Delayed Draw Term Loan Agreement
Exhibit 10.3
THIRD AMENDMENT TO AMENDED AND RESTATED TERM LOAN AGREEMENT
THIS THIRD AMENDMENT TO AMENDED AND RESTATED TERM LOAN AGREEMENT (this “Amendment”) is entered into as of February 6, 2026 (the “Effective Date”), among COUSINS PROPERTIES LP, a Delaware limited partnership (“Borrower”), COUSINS PROPERTIES INCORPORATED, a Georgia corporation (“Parent”) (Borrower and Parent are individually referred to herein as a “Loan Party” and collectively referred to herein as the “Loan Parties”) and each Lender that is a party to the Loan Agreement (defined below), and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, “Administrative Agent”).
R E C I T A L S
A.Reference is hereby made to that certain Amended and Restated Term Loan Agreement, dated as of June 28, 2021 (as modified, amended, renewed, extended, or restated from time to time, the “Loan Agreement”), executed by Borrower, Parent, the other Guarantors party thereto, the Lenders party thereto, and Administrative Agent (Administrative Agent and the Lenders are individually referred to herein as a “Credit Party” and collectively referred to herein as the “Credit Parties”).
B.Borrower, Administrative Agent and the Lenders desire to amend certain provisions contained in the Loan Agreement, subject to the terms and conditions set forth herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1.Terms and References. Unless otherwise stated in this Amendment (a) terms defined in the Loan Agreement have the same meanings when used in this Amendment, and (b) references to “Sections” are to the Loan Agreement’s sections.
2.Amendments to the Loan Agreement. On and as of the Effective Date, the Loan Agreement is hereby amended as follows:
(a) Section 1.01 is hereby amended to delete the following definitions in their entirety and replace such definitions with the following:
3.“Daily Simple SOFR” means, with respect to any applicable determination date, SOFR published on the fifth (5th) U.S. Government Securities Business Day preceding such day by the SOFR Administrator on the Federal Reserve Bank of New York’s website (or any successor source); provided, however, that if such day is not a U.S. Government Securities Business Day, then Daily Simple SOFR means such rate so published on the fifth (5th) U.S. Government Securities Business Day preceding the first (1st) U.S. Government Securities Business Day immediately prior thereto. If the rate as so determined would be less than zero (0), such rate shall be deemed to be zero (0) for purposes of the Loans and Loan Documents.
4.“Term SOFR” means:
5.(a) for any Interest Period with respect to a Term SOFR Rate Loan, the rate per annum equal to the Term SOFR Screen Rate two (2) U.S. Government Securities Business Days prior to the commencement of such Interest Period with a term equivalent to such Interest Period; provided that if the rate is not published prior to 11:00 a.m. on such determination date then Term SOFR means the Term SOFR Screen Rate on the first U.S. Government Securities Business Day immediately prior thereto; and
6.(b) for any interest calculation with respect to a Base Rate Loan on any date, the rate per annum equal to the Term SOFR Screen Rate with a term of one month commencing that day;
7.provided that if the Term SOFR determined in accordance with either of the foregoing clauses (a) or (b) of this definition would otherwise be less than zero (0), Term SOFR shall be deemed zero (0) for purposes of this Agreement.
(b) Section 1.01 is hereby amended to delete the definition of “SOFR Adjustment” in its entirety.
8.Amendments to other Loan Documents.
(a)All references in the Loan Documents to the Loan Agreement shall henceforth include references to the Loan Agreement, as modified and amended hereby, and as may, from time to time, be further amended, modified, extended, renewed, and/or increased.
(b)Any and all of the terms and provisions of the Loan Documents are hereby amended and modified wherever necessary, even though not specifically addressed herein, so as to conform to the amendments and modifications set forth herein.
9.Conditions Precedent. This Amendment shall not be effective unless and until:
(a)Administrative Agent receives fully executed counterparts of this Amendment signed by the Loan Parties, Administrative Agent and the Lenders;
(b)the representations and warranties in this Amendment are true and correct in all material respects;
(c)after giving effect to this Amendment, the representations and warranties in the Loan Agreement and each other Loan Document are true and correct in all material respects (without duplication of any materiality standards set forth therein) on and as of Effective Date as though made as of the Effective Date except to the extent that any of them speak to a different specific date, in which case they shall be true and correct in all material respects (without duplication of any materiality standards set forth therein) on and as of such earlier date;
(d)after giving effect to this Amendment, no Default or Event of Default exists; and
(e)Borrower pays the reasonable fees and expenses of Administrative Agent’s counsel.
10.Ratifications. Each Loan Party (a) ratifies and confirms all provisions of the Loan Documents as amended by this Amendment, (b) ratifies and confirms that all guaranties and assurances, granted, conveyed, or assigned to the Credit Parties under the Loan Documents are not released, reduced, or otherwise adversely affected by this Amendment and continue to guarantee and assure full payment and performance of all present and future Obligations, and (c) agrees to perform such acts and duly authorize, execute, acknowledge, deliver, file, and record such additional documents, and certificates as the Administrative Agent may request in order to create, perfect, preserve, and protect those guaranties and assurances.
11.Representations. Each Loan Party represents and warrants to the Credit Parties that as of the Effective Date: (a) this Amendment has been duly authorized, executed, and delivered by each Loan Party; (b) no action of, or filing with, any Governmental Authority is required to authorize, or is otherwise required in connection with, the execution, delivery, and performance by any Loan Party of this Amendment; (c) the Loan Documents, as amended by this Amendment, are valid and binding upon each Loan Party and are enforceable against each Loan Party in accordance with their respective terms, except as limited by Debtor Relief Laws; (d) the execution, delivery, and performance by the Loan Parties of this Amendment do not require the consent of any other Person and do not and will not constitute a violation of any Laws, agreements, or understandings to which the Loan Parties are a party or by which the Loan
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Parties are bound; (e) after giving effect to this Amendment, the representations and warranties contained in the Loan Agreement and the other Loan Documents are true and correct in all material respects (without duplication of any materiality standards set forth therein) on and as of the Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (without duplication of any materiality standards set forth therein) as of such earlier date; and (f) after giving effect to this Amendment, no Default or Event of Default exists.
12.Continued Effect. Except to the extent amended hereby, all terms, provisions and conditions of the Loan Agreement and the other Loan Documents, and all documents executed in connection therewith, shall continue in full force and effect and shall remain enforceable and binding in accordance with their respective terms.
13.Miscellaneous. Unless stated otherwise (a) the singular number includes the plural and vice versa and words of any gender include each other gender, in each case, as appropriate, (b) headings and captions may not be construed in interpreting provisions, (c) this Amendment must be construed -- and its performance enforced -- under Georgia law, and (d) if any part of this Amendment is for any reason found to be unenforceable, all other portions of it nevertheless remain enforceable.
14.Electronic Execution; Electronic Records; Counterparts.
(a)This Amendment, any Loan Document and any other Communication, including Communications required to be in writing, may be in the form of an Electronic Record and may be executed using Electronic Signatures. Each of the parties hereto agree that any Electronic Signature on or associated with any Communication shall be valid and binding on such Person to the same extent as a manual, original signature, and that any Communication entered into by Electronic Signature, will constitute the legal, valid and binding obligation of such Person enforceable against such Person in accordance with the terms thereof to the same extent as if a manually executed original signature was delivered. Any Communication may be executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts are one and the same Communication. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance of a manually signed paper Communication which has been converted into electronic form (such as scanned into PDF format), or an electronically signed Communication converted into another format, for transmission, delivery and/or retention. Administrative Agent and each of the Credit Parties may, at its option, create one or more Electronic Copies, which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document. All Communications in the form of an Electronic Record, including an Electronic Copy, shall be considered an original for all purposes, and shall have the same legal effect, validity and enforceability as a paper record. Notwithstanding anything contained herein to the contrary, Administrative Agent is under no obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by such Person pursuant to procedures approved by it; provided, further, without limiting the foregoing, (a) to the extent Administrative Agent has agreed to accept such Electronic Signature, Administrative Agent and each of the Credit Parties shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of any Loan Party and/or any Credit Party without further verification and (b) upon the request of Administrative Agent or any Credit Party, any Electronic Signature shall be promptly followed by such manually executed counterpart. For purposes hereof, “Electronic Record” and “Electronic Signature” shall have the meanings assigned to them, respectively, by 15 USC §7006, as it may be amended from time to time.
(b)The Credit Parties shall neither be responsible for nor have any duty to ascertain or inquire into the sufficiency, validity, enforceability, effectiveness or genuineness of this Agreement or any other agreement, instrument or document (including, for the avoidance of doubt, in connection with Administrative Agent’s reliance on any Electronic Signature transmitted by telecopy, emailed .pdf or any other electronic means). The Credit Parties shall be entitled to rely on, and shall incur no liability under or in respect of this Agreement by acting upon, any Communication (which writing may be a fax, any electronic message, Internet or intranet website posting or other distribution or signed using an Electronic Signature) or any statement made to it orally or by telephone and believed by it to be genuine and signed or sent or otherwise authenticated (whether or not such Person in fact meets the requirements set forth in the Guaranty for being the maker thereof).
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(c)Each Loan Party and each Credit Party hereby waives (i) any argument, defense or right to contest the legal effect, validity or enforceability of this Amendment, any other Loan Document based solely on the lack of paper original copies of this Amendment, such other Loan Document, and (ii) waives any claim against Administrative Agent, each Credit Party and each Related Party for any liabilities arising solely from the Administrative Agent’s and/or any Credit Party’s reliance on or use of Electronic Signatures, including any liabilities arising as a result of the failure of the Loan Parties to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature.
15.Parties. This Amendment binds and inures to the Loan Parties and the Credit Parties and their respective successors and permitted assigns.
16.Entireties. The Loan Agreement as amended by this Amendment represents the final agreement between the parties about the subject matter of the Loan Agreement as amended by this Amendment and may not be contradicted by evidence of prior, contemporaneous, or subsequent oral agreements of the parties. There are no unwritten oral agreements between the parties.
[Remainder of Page Intentionally Left Blank; Signature Pages Follow]
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EXECUTED as of the date first stated above.
BORROWER: | ||||||||
COUSINS PROPERTIES LP, a Delaware limited partnership | ||||||||
By: | /s/ Gregg D. Adzema | |||||||
Name: | Gregg D. Adzema | |||||||
Title: | Executive Vice President and Chief Financial Officer | |||||||
PARENT: | ||||||||
COUSINS PROPERTIES INCORPORATED, a Georgia corporation | ||||||||
By: | /s/ Gregg D. Adzema | |||||||
Name: | Gregg D. Adzema | |||||||
Title: | Executive Vice President and Chief Financial Officer | |||||||
LENDERS/AGENTS: | ||||||||
JPMORGAN CHASE BANK, N.A., individually in its capacity as a Lender | ||||||||
By: | /s/ Cody A. Canafax | |||||||
Name: | Cody A. Canafax | |||||||
Title: | Executive Director | |||||||
BANK OF AMERICA, N.A., individually in its capacity as a Lender and as Administrative Agent | ||||||||
By: | /s/ Helen Chan | |||||||
Name: | Helen Chan | |||||||
Title: | Vice President | |||||||
Signature Page to
Third Amendment to Amended and Restated Loan Agreement
TRUIST BANK, individually in its capacity as a Lender | ||||||||
By: | /s/ C. Vincent Hughes Jr. | |||||||
Name: | C. Vincent Hughes Jr. | |||||||
Title: | Director | |||||||
WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender | ||||||||
By: | /s/ Scott S. Solis | |||||||
Name: | Scott S. Sollis | |||||||
Title: | Managing Director | |||||||
PNC BANK, NATIONAL ASSOCIATION, as a Lender | ||||||||
By: | /s/ Andrew T. White | |||||||
Name: | Andrew T. White | |||||||
Title: | Senior Vice President | |||||||
U.S. BANK NATIONAL ASSOCIATION, as a Lender | ||||||||
By: | /s/ Germaine R. Korhone | |||||||
Name: | Germaine R. Korhone | |||||||
Title: | Senior Vice President | |||||||
Signature Page to
Third Amendment to Amended and Restated Loan Agreement
MORGAN STANLEY BANK, N.A., as a Lender | ||||||||
By: | /s/ Carina Gan | |||||||
Name: | Carina Gan | |||||||
Title: | Authorized Signatory | |||||||
TD BANK, NATIONAL ASSOCIATION, as a Lender | ||||||||
By: | /s/ D. Randolph Bryan Wilson | |||||||
Name: | D. Randolph Bryan Wilson | |||||||
Title: | Vice President | |||||||
FIRST HORIZON BANK, as a Lender | ||||||||
By: | /s/ Ty Treadwell | |||||||
Name: | Ty Treadwell | |||||||
Title: | Senior Vice President | |||||||
Signature Page to
Third Amendment to Amended and Restated Loan Agreement
Exhibit 22
SUBSIDIARY ISSUER OF GUARANTEED SECURITIES
Cousins Properties LP (“CPLP”), the primary operating subsidiary of Cousins Properties Incorporated, is the issuer of (i) $500 million aggregate principal amount of 5.875% senior notes due 2034 (the “2034 Senior Notes”), (ii) $400 million aggregate principal amount of 5.375% senior notes due 2032 (the "2032 Senior Notes"), (iii) $500 million aggregate principal amount of 5.25% senior notes due 2030 (the “2030 Senior Notes”), (iv) and, $500 million aggregate principal amount of 4.875% senior notes due 2033 (the “2033 Senior Notes” and, together with the 2034 Senior Notes, the 2032 Senior Notes, and the 2030 Senior Notes, the "Senior Notes”). The Senior Notes are fully and unconditionally guaranteed by the registrant, who consolidates CPLP.
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 quarterly report on Form 10-Q 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: April 29, 2026
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 quarterly report on Form 10-Q 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: April 29, 2026
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 quarter ended March 31, 2026, 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: April 29, 2026
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 quarter ended March 31, 2026, 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: April 29, 2026