What changed in this filing

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Item 1. Business

2025-02-06 compared with 2024-02-07 · 34 added, 31 removed, 81 unchanged (45% of the section changed)

Corporate Profile

Cousins Properties Incorporated (the “Registrant” or “Cousins”) is a Georgia corporation, that has elected to be taxed as a real estate investment trust (“REIT”).

Cousins Properties Incorporated (the “Registrant” or “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 that owns and manages its own real estate portfolio and performs certain real estate related services for other parties.

CPLP wholly owns Cousins TRS Services LLC ("CTRS"), a taxable entity that owns and manages its own real estate portfolio and performs certain real estate related services.

Cousins, CPLP, CTRS, and their subsidiaries 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 Atlanta, Austin, Tampa, Charlotte, 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.

Cousins' common stock trades on the New York Stock Exchange under the symbol “CUZ.” Cousins, CPLP, their subsidiaries, and CTRS combined are hereafter referred to as “we,” “us,” “our,” and the “Company.”

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We utilize our strong local operating platforms within each of our major markets to implement this strategy.

Recent Notable Business Developments

In 2019, we completed a merger with TIER REIT, Inc.

resulting in the acquisition of 5.8 million square feet of operating properties.

In addition to this transaction, over the past five years, we have acquired 2.6 million square feet of operating properties for $974 million in gross purchase price, completed 2.2 million square feet of development at total project costs of $858 million, and sold 5.5 million square feet of operating properties for $1.3 billion in gross sales price.

These transactions are consistent with our strategy and have created value for our stockholders through both growth and repositioning our portfolio.

2024 Activities

During 2023, we continued development of two projects, sold a land parcel, completed several financing transactions, and generated positive operating results in our property portfolio.

During 2024, we acquired three office properties, one of which was acquired though a joint venture, acquired investments in real estate debt, completed several financing transactions, including offerings of our senior unsecured notes and our common stock, commenced initial operations at our Domain 9 development project, and generated positive operating results in our property portfolio.

The following is a summary of our significant 2024 activities:

Investment Activity

• Acquired Sail Tower, an 804,000 square foot lifestyle office property in Downtown Austin, for a purchase price of $521.8 million (the "Sail Tower Acquisition").

• Acquired Vantage South End, a 639,000 square foot lifestyle office property in South End Charlotte, for a purchase price of $328.5 million (the "Vantage Acquisition").

• Acquired a 20% interest in Proscenium, a 525,000 square foot building in Midtown Atlanta, through a joint venture for $16.7 million.

• Acquired two mezzanine loans, secured by equity interests, for $27.2 million.

The weighted average spread over SOFR for these loans is 8.68%.

• Acquired a mortgage loan, secured by the Saint Ann Court office property in Dallas, at par for $138.0 million, which was subsequently paid in full by the borrower in January 2025.

Financing Activity

• Issued $500.0 million aggregate principal amount of our 5.875% senior unsecured notes (the "2034 Notes") in our inaugural bond offering, generating proceeds of $498.5 million.

• Issued $400.0 million aggregate principal amount of our 5.375% senior unsecured notes (the "2032 Notes"), generating proceeds of $397.9 million.

• Issued 15,500,000 shares of common stock, generating aggregate proceeds of $468.9 million, net of underwriting discounts.

• Repaid in full the $70.9 million remaining balance on the mortgage secured by our Domain 10 property in Austin.

• Entered into a floating-to-fixed interest rate swap on the remaining $200 million of the $400 million Term Loan maturing March 2025, fixing the underlying SOFR rate at 4.6675%.

Development Activity

• Continued development and commenced initial operations of Neuhoff, a mixed-use property in Nashville, TN that consists of 448,000 square feet of office space and 542 apartments.

• Continued development and growth of operations at Neuhoff, a mixed-use property in Nashville, that consists of 450,000 square feet of office and retail space and 542 apartments.

The project is being developed by a 50%-owned joint venture, and our share of the total expected project costs is $294.6 million.

• Continued development of Domain 9, a 338,000 square foot office property in Austin, TX.

• Commenced initial operations at our Domain 9 development, a 338,000 square foot office property in Austin.

The total expected project cost of this wholly-owned property is $147.0 million.

Disposition Activity

• Sold a 10.4 acre land parcel in Atlanta, GA for a gross price of $4.25 million and recorded a gain of $507,000.

Financing Activity

• Entered into a floating-to-fixed interest rate swap on $200 million of our $400 million Term Loan with an original maturity of March 2025, fixing the underlying daily Secured Overnight Financing Rate ("SOFR") at 4.298% through the original maturity.

• Refinanced the mortgage loan for our Medical Offices at Emory Hospital property in Atlanta, GA, which is owned in a 50-50 joint venture with Emory University.

This $83.0 million interest-only mortgage loan has a fixed interest rate of 4.80% and matures in June 2032.

Portfolio Activity

• Leased or renewed 1.7 million square feet of office space, including 882,000 square feet of new and expansion space.

• Leased or renewed 2.0 million square feet of office space, including 1.4 million square feet of new and expansion space.

• Increased second generation net rent per square foot by 8.5% on a cash-basis.

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Our corporate governance is guided by our commitment to conduct our business in accordance with the highest ethical principles, the oversight and direction of an experienced and diverse board of directors, and an integrated approach to risk management.

We have been an advocate and practitioner of energy conservation measures and sustainability initiatives for many years and continue to evaluate the characteristics of existing buildings to determine feasible improvements that maximize operating efficiencies, reduce the consumption of energy, water, and waste, and increase waste diversion through recycling and other efforts.

We have been an advocate and practitioner of energy conservation measures and sustainability initiatives for many years and continue to evaluate the characteristics of existing buildings to determine feasible improvements that maximize operating efficiencies, reduce the consumption of energy, water, and reduce waste, and increase waste diversion through recycling and other efforts.

Our 2023 Corporate Responsibility Report ("CR Report"), published in June 2024, included goals to reduce energy, greenhouse gas emissions, and water usage, as well as in respect of LEED and Energy Star ratings, and to attain healthy building certifications.

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In particular, we are influenced by EnergyStar, LEED, BOMA 360, and Fitwel.

As part of our pragmatic approach to sustainability, we consider the guidelines and ratings when designing our new developments and improvements to existing office buildings, and we may seek to include the guidelines or ratings where we believe adoption of the guidelines or receipt of ratings will have a positive effect on our leasing efforts, asset valuation, operational excellence, and/or resource consumption.

As part of our pragmatic approach to sustainability, we consider the guidelines and ratings when designing our new developments and improvements to existing office buildings, and we may seek to adopt such guidelines or obtain such ratings where we believe the guidelines or ratings will have a positive effect on our leasing efforts, asset valuation, operational excellence, and/or resource consumption.

In addition, we evaluate the proximity to transit options, with a strong preference for nearby bus and rail transit.

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When planning development projects, we take all of the foregoing into account, and we strive to design highly-sustainable buildings, generally taking advantage of LEED and/or BOMA 360 certification processes and designations.

Our Board-level Sustainability Committee was established in 2022 and advises the Board and provides oversight of management on sustainability objectives and strategy.

The Committee, alongside management, monitors and evaluates the Company's progress in achieving its sustainability performance goals and commitments related to climate action and resilience.

Our Board-level Sustainability Committee advises the Board and provides oversight of management on sustainability objectives, initiative, and strategy.

The Committee, alongside management, monitors and evaluates the Company's progress in achieving its sustainability goals and commitments related to climate action and resilience.

The Committee also reviews and approves the annual CR Report.

This oversight is complementary to that of three other key committees - the Compensation & Human Capital Committee (oversight of human capital matters, including diversity, inclusion, retention, succession planning, and executive compensation), the Nominating & Governance Committee (oversight of our adherence to corporate governance best practices), and the Audit Committee (oversight of the integrity of our financial statements, accounting and financial reporting processes, our system of internal controls, and our risk management, including cyber risk and insurance risks).

This oversight is complementary to that of three other key committees - the Compensation & Human Capital Committee (oversight of human capital matters, including executive and director compensation), the Nominating & Governance Committee (oversight of our adherence to corporate governance best practices), and the Audit Committee (oversight of the integrity of our financial statements, accounting and financial reporting processes, our system of internal controls, and our risk management, including cyber risk and insurance risks).

We publish reports reflecting our corporate social responsibility practices (including sustainability), which are available on the Sustainability page of our website at www.cousins.com .

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Our 2024 scores (based on 2023 data), along with additional information on our sustainability and other corporate social responsibility initiatives, will be included under the caption "Sustainability and Corporate Responsibility" in the Proxy Statement relating to our 2025 Annual Meeting of Stockholders.

Except for the documents specifically incorporated by reference into this Annual Report on Form 10-K, information

contained in our CR Reports or on our website or that can be accessed through our website is not incorporated by reference into this Annual Report on Form 10-K.

Except for the documents specifically incorporated by reference into this Annual Report on Form 10-K, information contained in our CR Reports or on our website or that can be accessed through our website is not incorporated by reference into this Annual Report on Form 10-K.

We compete against other real estate owners with similar properties located in our markets and distinguish ourselves to tenants and buyers primarily on the basis of location;

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and availability of amenities.

We also compete against other real estate companies, financial institutions, pension funds, partnerships, individual investors, and others when attempting to acquire, develop, or sell properties.

We also compete against other real estate companies, financial institutions, pension funds, partnerships, individual investors, and others when attempting to acquire, develop, sell properties, or acquire all or a portion of real estate debt.

Human Capital

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We also invest in training and development opportunities to enhance our employees’ engagement, effectiveness, and well-being.

All of our employees are responsible for upholding our Code of Business Conduct and Ethics (the “Code”) and our Core Values, which includes the embrace of diversity in the backgrounds, cultures, interests, and experiences within our Company, and we strive to have a workforce that reflects the diversity of qualified talent that is available in the markets we serve.

Our Code and Core Values are available on our website at www.cousins.com .

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We also recognize the importance of experienced leadership;

as of December 31, 2023, the average tenure at Cousins for the executive team was thirteen years.

as of December 31, 2024, the average tenure at Cousins for the executive team was fourteen years.

We are committed to maintaining a healthy environment for our employees that enables them to be productive members of our team.

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Among these are certain laws and regulations under which an owner or operator of real estate could become liable for the costs of removal or remediation of certain hazardous or toxic substances present on or in such property.

Such laws often impose liability without regard to whether the owner knew of, or was responsible for, the presence of such hazardous or toxic substances.

Such laws often impose liability without regard to whether the owner knew of, or was responsible for, the

presence of such hazardous or toxic substances.

The presence of such substances, or the failure to properly remediate such substances, may subject the owner to substantial liability and may adversely affect the owner’s ability to develop the property or to borrow using such real estate as collateral.

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Additionally, new laws may be enacted or existing laws may be amended to be more stringent, which may increase the potential liability or negatively impact the owner's ability to develop the property or to borrow using such real estate as collateral.

In certain situations, we have sought to avail ourselves of legal and regulatory protections offered by federal and state authorities to prospective purchasers of property.

Where applicable studies have resulted in the

determination that remediation was required by applicable law, the necessary remediation is typically incorporated into the operational or development activity of the relevant property.

In certain situations, we have sought to avail ourselves of legal and regulatory protections offered by federal and state authorities to prospective purchasers of property, including so-called "brown fields" designation.

Where applicable studies have resulted in the determination that remediation was required by applicable law, the necessary remediation is typically incorporated into the operational or development activity of the relevant property.

We are not presently aware of any environmental liability that we believe would have a material adverse effect on our business, assets, results of operations, or ability to borrow using the real estate as collateral.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business