What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-02-06 compared with 2024-02-07 · 368 added, 338 removed, 1011 unchanged (41% of the section changed)

36 unchanged sentences

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.We have audited the internal control over financial reporting of Cousins Properties Incorporated and subsidiaries (the "Company") as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

/s/ Deloitte & Touche LLP

45 unchanged sentences

Description of Registrant's Securities, filed as Exhibit 4.6 to the Registrant's Form 10-K filed for the year ended December 31, 2019.

Indenture, dated as of May 8, 2024, by and among Cousins Properties LP, Cousins Properties Incorporated and U.S.

Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 to Cousins Properties Incorporated’s Registration Statement on Form S-3, filed on May 8, 2024).

First Supplemental Indenture, dated as of August 16, 2024, by and among Cousins Properties LP, Cousins Properties Incorporated and U.S.

Bank Trust Company, National Association, as trustee, filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed August 16, 2024.

Form of 5.875% Senior Notes due 2034, filed as Exhibit 4.3 to the Registrant’s Current Report on Form 8-K filed August 16, 2024 (included in Exhibit 4.8).

Second Supplemental Indenture, dated as of December 17, 2024, by and among Cousins Properties LP, Cousins Properties Incorporated and U.S.

Bank Trust Company, National Association, as trustee, filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed December 17, 2024.

Form of 5.375% Senior Notes due 2032 (included in Exhibit 4.10).

Form of Amendment Number One to Change in Control Severance Agreement filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K dated May 12, 2009, and incorporated herein by reference.

33 unchanged sentences

LLC, BofA Securities, Inc., J.P.

Morgan Securities LLC, T D Securities (USA) LLC, Truist Securities, Inc.

Morgan Securities LLC, TD Securities (USA) LLC, Truist Securities, Inc.

and Wells Fargo Securities, LLC as forward sellers, filed as Exhibit 1.2 to the Registrant's Current Report on Form 8-K filed on February 17, 2023, and incorporated herein by reference.

Second Amendment to the Equity Distribution Agreement, dated as of May 8, 2024, Morgan Stanley & Co.

LLCm BofA Securities, Inc., J.P.

Morgan Securities LLC, TD Securities (USA) LLC, Truist Securities, Inc.

and Wells Fargo Securities, LLC, as managers, Morgan Stanley & Co.

LLC, Bank of America, N.A., JPMorgan Chase Bank, National Association, The Toronto-Dominion Bank, Truist Bank and Wells Fargo Bank, National Association, as forward purchasers, and Morgan Stanley & Co.

LLC, BofA Securities, Inc., J.P.

Morgan Securities LLC, TD Securities (USA) LLC, Truist Securities, Inc.

and Wells Fargo Securities, LLC as forward sellers, filed as Exhibit 1.3 to the Registrant's Current Report on Form 8-K filed on May 8, 2024, and incorporated herein by reference.

Delayed Draw Term Loan Agreement, dated as of October 3, 2022, among Cousins Properties LP, as the Borrower;

Cousins Properties Incorporated, as the Parent and a Guarantor;

JPMorgan Chase Bank, N.A., as Syndicati on Agent;

JPMorgan Chase Bank, N.A., as Syndication Agent;

Bank of America, N.A., as Administrative Agent;

3 unchanged sentences

and PNC Capital Markets, LLC, as Joint Lead Arrangers and Joint Bookrunners, filed as Exhibit 10(i) to the Registrant's Quarterly Report on Form 10-Q on October 27, 2022, and incorporated herein by reference.

Fifth Amended and Restated Credit Agreement, dated as of May 2, 2022, among Cousins Properties Incorpora ted, as the Borrower (and the Borrower Parties, as defined, and the Guarantors, as defined);

Fifth Amended and Restated Credit Agreement, dated as of May 2, 2022, among Cousins Properties Incorporated, as the Borrower (and the Borrower Parties, as defined, and the Guarantors, as defined);

JPMorgan Chase Bank, N.A., as Syndication Agent and an L/C issuer, Bank of America, N.A., as Administrative Agent and an L/C Issuer, Truist Bank, as an L/C Issuer, Truist Bank, PNC Bank, National Association, Morgan Stanley Senior Funding, Inc., U.S.

5 unchanged sentences

Cousins Properties Incorporated, as the Parent and a Guarantor;

JPMo rgan Chase Bank, N.A., as Syndication Agent;

JPMorgan Chase Bank, N.A., as Syndication Agent;

Bank of America, N.A., as the Administrative Agent;

1 unchanged sentence

JPMorgan Chase Bank, N.A., BofA Securities, Inc., PNC Capital Markets, LLC, and Truist Securities, Inc., as Joint Lead Arrangers and Joint Bookrunners, filed as Exhibit 10(h) to the Registrant's Quarterly Report on Form 10-Q on October 27, 2022, and incorporated herein by reference.

Insider Trading Policy.

Subsidiaries of the Registrant.

Subsidiary Issuer of Guaranteed Securities.

Consent of Independent Registered Public Accounting Firm.

5 unchanged sentences

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

C ousins Properties Incorporated Clawback Policy

Cousins Properties Incorporated Clawback Policy , filed as E xhi bit 97 to the Registrant 's Annual Report on Form 10-K on Februa ry 7, 2024, and incorporated herein by reference.

101† The following financial information for the Registrant, formatted in XBRL (Extensible Business Reporting Language):

33 unchanged sentences

Report of Independent Registered Public Accounting Firm (PCAOB ID No.

Consolidated Balance Sheets—December 31, 2023 and 2022 F- 4

Consolidated Statements of Operations for the Years Ended December 31, 2023, 2022, and 2021 F- 5

Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2023, 2022, and 2021 F-6

Consolidated Statements of Equity for the Years Ended December 31, 2023, 2022, and 2021 F- 7

Consolidated Statements of Cash Flows for the Years Ended December 31, 2023, 2022, and 2021 F- 8

Consolidated Balance Sheets—December 31, 2024 and 2023

Consolidated Statements of Operations for the Years Ended December 31, 2024, 2023, and 2022

Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2024, 2023, and 2022

Consolidated Statements of Equity for the Years Ended December 31, 2024, 2023, and 2022

Consolidated Statements of Cash Flows for the Years Ended December 31, 2024, 2023, and 2022

Notes to Consolidated Financial Statements F- 9

55 unchanged sentences

Cash and cash equivalents 7,349 6,047

Investments in real estate debt, at fair value 167,219 —

Accounts receivable 11,491 11,109

15 unchanged sentences

Additional paid-in capital 5,959,670 5,638,709

Treasury stock at cost, 2,536,583 and 2,562,024 shares in 2023 and 2022, respectively

Treasury stock at cost, 2,536,583 shares in 2023

— ( 145,696 )

Distributions in excess of cumulative net income ( 1,280,547 ) ( 1,125,390 )

Accumulated other comprehensive income 2,192 1,767

Accumulated other comprehensive income (loss) ( 105 ) 2,192

Total stockholders' investment 4,846,678 4,524,151

19 unchanged sentences

807,479 721,861 658,972

Income from unconsolidated joint ventures 2,299 7,700 6,801

Income (loss) from unconsolidated joint ventures ( 2,796 ) 2,299 7,700

Gain on sales of investments in unconsolidated joint ventures — — 56,267

5 unchanged sentences

Net income per common share — basic and diluted $ 0.30 $ 0.55 $ 1.11

Weighted average shares — basic 151,714 150,113 148,666

Weighted average shares — diluted 152,040 150,419 148,891

Weighted average common shares — basic 153,413 151,714 150,113

Weighted average common shares — diluted 154,015 152,040 150,419

Dividends declared per common share $ 1.28 $ 1.28 $ 1.28

10 unchanged sentences

Amortization of cash flow hedges ( 5,232 ) ( 3,932 ) 704

Total other comprehensive income 425 1,767 —

Total other comprehensive income (loss) ( 2,297 ) 425 1,767

Total comprehensive income $ 43,665 $ 83,388 $ 168,560

6 unchanged sentences

Stock Distributions in

Net Income Accumulated Other Comprehensive Income Stockholders’

Net Income Accumulated Other Comprehensive Income (Loss) Stockholders’

Investment Nonredeemable

3 unchanged sentences

Net income — — — 166,793 — 166,793 652 167,445

Other comprehensive income — — — — 1,767 1,767 — 1,767

Common stock sold, net of issuance costs 2,632 100,488 — — — 103,120 — 103,120

Common stock issued pursuant to stock based compensation 120 ( 312 ) 1,316 — — 1,124 — 1,124

1 unchanged sentence

( 6 ) 8,481 — — — 8,475 — 8,475

Acquisition of partners' noncontrolling interest — ( 27,638 ) — — — ( 27,638 ) ( 15,749 ) ( 43,387 )

Contributions from noncontrolling interests — — — — — — 2,866 2,866

5 unchanged sentences

Other comprehensive income — — — — 425 425 — 425

Common stock sold, net of issuance costs 2,632 100,488 — — — 103,120 — 103,120

Common stock issued pursuant to stock based compensation 320 ( 1,845 ) 1,461 — — ( 64 ) — ( 64 )

1 unchanged sentence

( 3 ) 10,227 — — — 10,224 — 10,224

Acquisition of partners' noncontrolling interest — ( 27,638 ) — — — ( 27,638 ) ( 15,749 ) ( 43,387 )

Contributions from noncontrolling interests — — — — — — 3,115 3,115

4 unchanged sentences

Net income — — — 45,962 — 45,962 619 46,581

Other comprehensive income — — — — 425 425 — 425

Other comprehensive loss — — — — ( 2,297 ) ( 2,297 ) — ( 2,297 )

Common stock sold, net of issuance costs 15,500 452,189 — — — 467,689 — 467,689

Common stock issued pursuant to stock based compensation 361 ( 1,230 ) — — — ( 869 ) — ( 869 )

1 unchanged sentence

— 13,161 — — — 13,161 — 13,161

Retirement of Treasury Stock ( 2,537 ) ( 143,159 ) 145,696 — — — — —

Contributions from noncontrolling interests — — — — — — 24 24

15 unchanged sentences

Depreciation and amortization 365,045 314,897 295,587

Amortization of deferred financing costs and premium on notes payable 4,142 ( 99 ) ( 437 )

Amortization of deferred financing costs, debt premiums, and debt discounts, net 4,027 4,142 ( 99 )

Equity-classified stock-based compensation expense, net of forfeitures 14,788 11,966 10,138

3 unchanged sentences

Loss on extinguishment of debt — — ( 169 )

Changes in other operating assets and liabilities:

Changes in other operating assets and liabilities, net of acquisitions:

Change in receivables and other assets, net ( 2,130 ) ( 7,725 ) 1,723

2 unchanged sentences

CASH FLOWS FROM INVESTING ACTIVITIES:

Proceeds from investment property sales, net 4,248 — 555,333

Proceeds from sale of interest in unconsolidated joint ventures, net — 38,831 67,066

Property acquisition, development, and tenant asset expenditures ( 279,519 ) ( 342,241 ) ( 787,810 )

Capital expenditures ( 252,731 ) ( 279,519 ) ( 342,241 )

Property acquisitions ( 837,953 ) — —

Purchase of investments in real estate debt, net ( 167,219 ) — —

Return of capital distributions from unconsolidated joint ventures — 10,924 16,805

Contributions to unconsolidated joint ventures ( 47,496 ) ( 31,388 ) ( 47,894 )

Proceeds from investment property sales, net ( 3 ) 4,248 —

Proceeds from sale of interest in unconsolidated joint ventures, net — — 38,831

Net cash used in investing activities ( 1,305,402 ) ( 295,735 ) ( 334,499 )

2 unchanged sentences

Repayment of credit facility ( 1,521,068 ) ( 254,400 ) ( 600,600 )

Bond issuance, net of original issue discount 896,392 — —

Proceeds from term loans — — 400,000

2 unchanged sentences

Repayment of mortgages ( 79,085 ) ( 8,273 ) ( 168,401 )

Repurchase of shares withheld for taxes on restricted stock vestings ( 1,111 ) — —

Payment of deferred financing costs ( 8,221 ) ( 71 ) ( 8,231 )

5 unchanged sentences

Acquisition of partner's noncontrolling interest — — ( 43,387 )

Net cash used in financing activities ( 71,725 ) ( 35,690 ) ( 194,382 )

NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH 902 ( 5,023 ) 4,030

CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT BEGINNING OF PERIOD 5,145 10,168 6,138

CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT END OF PERIOD $ 6,047 $ 5,145 $ 10,168

Net cash provided by (used in) financing activities 906,471 ( 71,725 ) ( 35,690 )

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 1,302 902 ( 5,023 )

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 6,047 5,145 10,168

CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 7,349 $ 6,047 $ 5,145

See notes to consolidated financial statements

6 unchanged sentences

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 for other parties.

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 Atlanta, Austin, Tampa, Charlotte, Phoenix, Dallas, and Nashville.

20 unchanged sentences

The Company capitalizes interest, real estate taxes, and certain operating expenses on the unoccupied portion of development or redevelopment properties, which have ongoing construction of tenant improvements, until the earlier of the date on which the development project achieves 90 % economic occupancy or one year from cessation of major construction activity.

We review our real estate assets on a property-by-property basis for impairment.

We review our real estate assets on an asset group basis for impairment.

This review includes our operating properties, properties under development, and land holdings.

2 unchanged sentences

If we determine that an asset is held-for-sale, we record an impairment loss if the fair value less costs to sell is less than the carrying amount.

There were no held-for-sale buildings as of December 31, 2024, or 2023, and no impairments of held-for-sale buildings during any periods presented in the accompanying statement of operations.

All real estate assets not meeting the held-for-sale criteria are considered to be held-for-investment.

1 unchanged sentence

For operating properties, these indicators could include a significant decline in a property’s leasing percentage, a current period operating loss or negative cash flows combined with a history of losses at the property, a decline in lease rates for that property or others in the property’s market, a significant change in the market value of the property, an adverse change in the financial condition of significant tenants, or a significant decrease in the estimated hold period.

If indicators of impairment exist, we test for recoverability of the asset group’s book value.

When testing for recoverability of asset groups held-for-investment, projected undiscounted cash flows are used over its expected hold period.

If the expected hold period includes some likelihood of shorter-term hold period from a potential sale, the probability of a sale is layered into the analysis.

If any building's held-for-investment analysis were to fail this recoverability test, its book value would be written down to its then current estimated fair value, before any selling expense, and that building would continue to depreciate over its remaining useful life.

None of the Company’s held-for-investment buildings were impaired during any periods presented in the accompanying statement of operations.

For projects under development, indicators could include material budget overruns, significant delays in construction, occupancy, or stabilization timing, regulatory changes or economic trends that have a significant impact on the market, or an adverse change in the financial condition of significant future tenants.

None of the Company's projects under development were impaired during any periods presented in the accompanying statement of operations.

For land holdings, indicators could include an overall decline in the market value of land in the region, regulatory changes that impact ability to develop the land, a decline in development activity for the intended use of the land, or other adverse economic and market conditions.

None of the Company's investments in land, including any accumulated predevelopment costs, were impaired during any periods presented in the accompanying statement of operations.

The Company may record impairment charges in future periods if the economy and the office industry weakens, the operating results of individual buildings are materially different from our forecasts, or we shorten our contemplated holding period for any operating buildings.

Acquisition of Real Estate Assets:

1 unchanged sentence

If the Company determines that substantially all of the fair value is concentrated in a single identifiable asset or group of similar assets, the Company will account for the acquisition as an acquisition of assets and not a business.

If the Company determines that there is no single or group of assets that make up substantially all of the fair value of assets acquired, the Company must determine whether the acquired set of assets includes an input and substantial processes which create an output.

If the Company determines that there is no single asset or group of assets that make up substantially all of the fair value of gross assets acquired, the Company must determine whether the acquired set of assets includes an input and a substantive process that together significantly contribute to the ability to create output.

Based on the facts of the transactions and guidance in ASC 805, if the Company determines that an input and substantial processes that create an output are present, the Company will account for the acquisition as an acquisition of a business.

2 unchanged sentences

The acquired assets and assumed liabilities for an operating property acquisition generally include but are not limited to:

land, buildings and improvements, and identified tangible and intangible assets and liabilities associated with in-place leases, including leasing costs, value of above-market and below-market tenant leases, value of above-market and below-market ground leases, and acquired in-place lease values, if any.

land, buildings and improvements, and identified tangible and intangible assets and liabilities associated with in-place leases, including tenant improvements, leasing costs, value of above-market and below-market tenant leases, value of above-market and below-market ground leases, and acquired in-place lease values.

The fair value of land is derived from comparable sales of land within the same submarket and/or region.

7 unchanged sentences

Buildings are depreciated over their estimated useful lives, which range generally from 30 to 40 years.

The life of a particular building depends upon a number of factors including whether the building was developed or acquired and the condition of the building upon acquisition.

The life of a particular building depends upon a number of factors including whether the building was developed or acquired, and the condition of the building upon acquisition, and the Company's future plans for the building.

Furniture, fixtures, and equipment are depreciated over their estimated useful lives of three to five years .

Tenant improvements, leasing costs, and leasehold improvements are generally amortized over the term of the applicable leases or the estimated useful life of the assets, whichever is shorter.

The Company accelerates the depreciation of tenant improvements if it estimates that the lease term will end prior to the termination date, absent any expectation that the tenant improvements will be used by a successor tenant.

This acceleration may occur if a tenant files for bankruptcy, vacates its premises, or defaults in another manner outlined in its lease.

The Company accelerates the depreciation of tenant improvements if it estimates that the lease term will end prior to the expiration date, absent any expectation that the tenant improvements will be used by a successor tenant.

This acceleration may occur if a tenant enters into a termination agreement with the Company (or exercises a termination right, if any, under its lease) files for bankruptcy, vacates its premises, or defaults in another manner outlined in its lease.

Deferred expenses are amortized over the period of estimated benefit.

The Company uses the straight-line method for all depreciation and amortization.

Investment in Real Estate Debt

The Company has elected the fair value option in accounting for its investments in real estate debt.

The Company evaluates the fair value of these receivables in accordance with the accounting standards for fair value accounting, measuring the receivables on a stand-alone basis using recently executed market transactions (Level 2 input) or, when that is not available, a market valuation based on the assumptions of potential market participants.

The rates and ranges used in a market valuation are considered Level 3 inputs under the fair value hierarchy.

Interest income earned and any unrealized gain or loss associated with holding these investments at fair value is recorded as a component of other income on the Company's consolidated statement of operations.

Acquisition costs associated with these loans are expensed as incurred.

Investment in Joint Ventures

5 unchanged sentences

These ventures are recorded at cost and adjusted for equity (losses) in earnings and cash contributions and distributions.

Any difference between the carrying amount of these investments on the Company’s consolidated balance sheet and the underlying equity in net assets on the joint venture’s balance sheet is primarily related to capitalized interest and certain employees' salaries during development stages of the joint venture's property and is adjusted as the related underlying assets are depreciated, amortized, or sold.

The Company generally allocates income and loss from an unconsolidated joint venture based on the venture's distribution priorities, which may be different from its stated ownership percentage.

4 unchanged sentences

If management concludes that the impairment is "other than temporary," the Company reduces the investment to its estimated fair value.

There were no impairments recorded in our investments in joint ventures during the years presented in the accompanying statement of operations.

Noncontrolling Interest

20 unchanged sentences

During 2024, 2023, and 2022, the Company recognized $ 176.7 million, $ 163.2 million, and $ 160.7 million, respectively, in revenues from tenants related to operating expense reimbursements.

The Company makes valuation adjustments to all tenant-related accounts receivable based upon its estimate of the likelihood of collectibility of amounts due from the tenant.

The amount of any valuation adjustment is based on the tenant’s credit and business risk, history of payment, and other factors considered by management.

For all tenant-related accounts receivable, the Company records reserves as an estimate of specific accounts not probable of collection.

Those estimates are based on the age of the receivable, tenant's credit and business risk, history of payment, and other factors considered by management.

The Company recognizes development, management, and leasing fees as it satisfies the related performance obligations under the respective contracts.

19 unchanged sentences

We classify share-based payment awards granted in exchange for employee services as either equity awards or liability awards.

Equity-classified awards are measured based on the fair value on the date of grant.

Awards that are to be settled in cash are classified as liability awards.

All current stock-based compensation are equity-classified awards that are measured based on the fair value on the date of grant, and the Company has no liability awards outstanding as of December 31, 2024 or 2023.

The value of all of the Company's share-based awards is recognized over the period during which an employee is required to provide services in exchange for the award - the requisite service period (usually the vesting period).

2 unchanged sentences

The Company manages its exposure to interest rate risk associated with its floating-rate debt using derivative financial instruments, specifically interest rate swaps.

The current interest rate swaps involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.

The current interest rate swaps are cash flow hedges involving the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.

The Company does not hold or issue derivative financial instruments for trading or speculative purposes.

5 unchanged sentences

Earnings per Share

Net income per share-basic is calculated as net income available to common stockholders divided by the weighted average number of common shares outstanding during the period, including nonvested restricted stock which has nonforfeitable dividend rights.

Net income per share-basic is calculated as net income available to common stockholders divided by the weighted average number of common shares outstanding during the period, including unvested restricted stock which has nonforfeitable dividend rights.

Net income per share-diluted is calculated as net income available to common stockholders plus noncontrolling interests in CPLP divided by the diluted weighted average number of common shares outstanding during the period.

Diluted weighted average number of common shares uses the same weighted average share number as in the basic calculation and adds the potential dilution that would occur if (i) the outside units in CPLP were converted into the Company's common stock, (ii) any forward sales contracts of our common stock were settled, and (iii) equity-based restricted stock units ("RSUs") as well as shares to be issued under the Employee Stock Purchase Plan (“ESPP”) were vested and settled resulting in additional common shares outstanding, all calculated using the treasury stock method, as applicable.

Diluted weighted average number of common shares uses the same weighted average common share number as in the basic calculation and adds the potential dilution that would occur if (i) the outside units in CPLP were converted into the Company's common stock, (ii) any forward sales contracts of our common stock were settled, and (iii) equity-based restricted stock units ("RSUs") as well as shares to be issued under the Employee Stock Purchase Plan (“ESPP”) were vested and settled resulting in additional common shares outstanding, all calculated using the treasury stock method, as applicable.

RSUs are dilutive if the shares to be granted (assuming the end of the reporting period is the end of the measurement of any required market and performance achievement) exceed the shares assumed to be repurchased under the treasury stock method (using related unamortized compensation costs as proceeds).

8 unchanged sentences

The Company uses fair values in the preparation of the financial statements and related footnote disclosures under the Fair Value Hierarchy prescribed by GAAP.

The hierarchy is used for disclosing fair values of debt as of the balance sheet date (see note 8) and recording cash flow hedges (see note 9).

Both of these determinations are made based on Level 2 inputs, which are described more fully in the respective footnotes.

The hierarchy is used for recording fair value of investments in real estate debt (see note 5), disclosing fair values of debt as of the balance sheet date (see note 9), and recording cash flow hedges (see note

The determinations of fair value for investments in real estate debt are made based on Level 3 inputs when Level 2 inputs are not available.

Determinations of fair value of debt and for recording of cash flow hedges are based on Level 2 inputs.

Inputs are described more fully in the respective footnotes.

Fair values used for stock compensation are based on the assumptions and methodologies described in note 15 and are excepted from the Fair Value Hierarchy disclosure requirements.

2 unchanged sentences

Actual results could differ from those estimates.

In December 2024, the Company acquired Sail Tower in Austin and Vantage South End in 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 to future operations.

The following table summarizes the acquisition transactions ($ in thousands):

Sail Tower Vantage South End

Closing Purchase Price $ 521,775 $ 328,500

Acquisition Date December 2024 December 2024

Square Feet 804,000 639,000

Market Austin Charlotte

Purchase Price Allocation

Tangible assets

Operating properties $ 578,576 $ 299,305

Intangible and other assets

In-place leases (1) 48,497 29,885

Above market leases (1) — 4,898

Prepaid expenses 28 78

48,525 34,861

Intangible and other liabilities

Below market leases (1) ( 72,369 ) ( 5,124 )

Tenant allowance payable ( 32,238 ) —

Accounts payable and other liabilities ( 11,270 ) ( 1,705 )

( 115,877 ) ( 6,829 )

Total net assets acquired (2) $ 511,224 $ 327,337

(1) The intangible assets and liabilities will be amortized over a weighted average remaining lease term of 11 years from the acquisition dates.

(2) Represents net purchase price, including acquisition costs of $ 691,000 and $ 463,000 , as well as net operating liabilities acquired through closing prorations of $ 11.3 million and $ 1.7 million for Sail Tower and Vantage South End, respectively.

The Sail Tower purchase price allocation includes a payable to the building's single office tenant for tenant improvements owned by the Company and completed prior to closing.

This $ 32.2 million is due to the tenant in June 2025 and is included in accounts payable and accrued expenses on the Company’s consolidated balance sheets as of December 31, 2024.

In September 2023, the Company sold a 10.4 acre land parcel in Atlanta for a gross sales price of $ 4.25 million and recorded a gain of $ 507,000 .

During 2021, the Company sold three office properties.

The following table summarizes these transactions ($ in thousands):

Property Location Date Square Feet Sales Price Gain on Sale, Net

816 Congress Austin December 2021 435,000 $ 174,000 $ 77,200

One South at the Plaza Charlotte July 2021 891,000 $ 271,500 $ 12,700

Burnett Plaza Fort Worth April 2021 1,000,000 $ 137,500 $ 200

The Company sold the properties noted above as part of its ongoing investment strategy, using these proceeds to fund new investment activity.

The Company recorded a total gain of $ 90.1 million from the 2021 sales.

In July 2021, the Company sold 0.7 acres of land in Phoenix, adjacent to its 100 Mill development, to a hotel developer for $ 6.4 million.

Net proceeds approximated book value.

The Company tests buildings held-for-investment, by disposal groups, for impairment whenever changes in circumstances indicate a disposal group’s carrying value may not be recoverable.

The test is conducted using undiscounted cash flows for the shorter of the building’s estimated hold period or its remaining useful life.

When testing for recoverability of buildings held-for-investment, projected cash flows are used over its expected hold period.

If the expected hold period includes some likelihood of shorter-term hold period from a potential sale, the probability of a sale is layered into the analysis.

If any building's held-for-investment analysis were to fail the impairment test, its book value would be written down to its then current estimated fair value, before any selling expense, and that building would continue to depreciate over its remaining useful life.

None of the Company’s held-for-investment buildings were impaired during any periods presented in the accompanying statement of operations.

The Company also reviews held-for-sale buildings, if any, for impairments.

In order to be considered a real estate asset held-for-sale, the Company must, among other things, have the authority to commit to a plan to sell the asset in its current condition, have commenced the plan to sell the asset, and have determined that it is probable that the asset will sell within one year.

If book value is in excess of estimated fair value less estimated selling costs, the Company impairs those assets to fair value less estimated selling costs.

There were no held-for-sale buildings as of December 31, 2023 or December 31, 2022 and no impairments of held-for-sale buildings during any periods presented in the accompanying statement of operations.

The Company also reviews land and projects under development for impairment whenever changes in circumstances indicate the assets' carrying value may not be recoverable.

None of the Company's investments in land, including any accumulated predevelopment costs, or projects under development were impaired as of December 31, 2023 or December 31, 2022.

GROUND LEASES

At December 31, 2023, the Company had three properties subject to operating ground leases with a weighted average remaining term of 77 years and one finance ground lease with a remaining term of two years .

At December 31, 2023, the Company had right-of-use assets from operating ground leases of $ 45.5 million included in operating properties or land on the consolidated balance sheet and right-of-use assets from finance ground leases of $ 3.7 million included in land on the consolidated balance sheet.

At December 31, 2023, the Company had lease liabilities for operating and finance ground leases of $ 49.8 million and $ 3.6 million, respectively, included in other liabilities on the consolidated balance sheet.

At December 31, 2024, the Company had four properties subject to operating ground leases with a weighted average remaining term of 76 years.

At December 31, 2024, the Company had right-of-use assets from operating ground leases of $ 45.2 million included in operating properties or land on the consolidated balance sheet.

At December 31, 2024, the Company had lease liabilities for operating ground leases of $ 50.0 million included in other liabilities on the consolidated balance sheet.

The weighted average discount rate used in determining these liabilities associated with ground leases at December 31, 2024 was 4.3 %.

At December 31, 2022, the Company had three properties subject to operating ground leases with a weighted average remaining lease term of 78 years and one finance ground lease with a remaining term of three years .

At December 31, 2022, the Company had right-of-use assets from operating ground leases of $ 45.8 million included in operating properties or land on the consolidated balance sheet and right-of-use assets from finance ground leases of $ 3.7 million included in land on the

consolidated balance sheet.

In February 2024, the Company paid $ 3.8 million under the provisions of a finance ground lease to purchase the fee interest in land previously controlled by the Company through that lease.

At December 31, 2024, the Company had no right-of-use assets or liabilities related to finance ground leases.

At December 31, 2023, the Company had four properties subject to operating ground leases with a weighted average remaining lease term of 77 years and one finance ground lease with a remaining term of two years .

3 unchanged sentences

For the years ended December 31, 2024, 2023, and 2022, the Company recognized operating ground lease expense of $ 2.8 million, $ 2.9 million, and $ 2.9 million, respectively.

For the years ended December 31, 2023, the Company had $ 155,000 variable lease expenses related to ground lease expense.

For the years ended December 31, 2022 and 2021, the Company had no variable lease expenses related to ground lease expense.

Additionally, the Company recognized interest expense related to finance ground leases of $ 162,000 in each of the years.

For each of the years ended December 31, 2023 and 2022, the Company paid $ 2.1 million in cash related to operating ground leases and made $ 162,000 in cash payments related to financing ground leases.

For the years ended December 31, 2024 and 2023, the Company had $ 128,000 and $ 155,000 , respectively, of variable lease expenses related to ground lease expense.

For the year ended December 31, 2022, the Company had no variable lease expenses related to ground lease expense.

Additionally, the Company recognized interest expense related to finance ground leases of $ 27,000 , $ 162,000 , and $ 162,000 in 2024, 2023, and 2022, respectively.

For each of the years ended December 31, 2024, 2023, and 2022, the Company paid $ 2.1 million in cash related to operating ground leases and, excluding the purchase of fee interest noted above, made $ 39,000 , $ 162,000 , and $ 162,000 in cash payments related to financing ground leases, respectively.

The following table represents the undiscounted cash flows of our scheduled obligations for future minimum payments for ground leases as of December 31, 2024, with a reconciliation of these cash flows to the related ground lease liabilities in accordance with ASC 842 ($ in thousands):

Operating Ground Leases Finance Ground Leases

2024 $ 1,933 $ 162

2025 1,958 3,676

Operating Ground Leases

Thereafter 169,268

$ 181,220 $ 3,838

Discount ( 129,283 )

Lease liability $ 50,003

INVESTMENTS IN REAL ESTATE DEBT

In the second quarter of 2024 , the Company acquired two mezzanine real estate loans for $ 27.2 million, which are subordinated to the first priority mortgage loans.

These loans have a weighted average spread in excess of Term Secured Overnight Financing Rate ("SOFR") of 8.68 %.

The borrowers have additional borrowing capacity under these loans, for which the Company funded $ 2.0 million during the year ended December 31, 2024.

The Company's unfunded share of additional borrowing capacity is $ 7.8 million as of December 31, 2024.

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 %.

Subsequent to year end, on January 7, 2025, the borrower repaid the $ 138.0 million loan and paid the interest in full.

For the period from the maturity date through repayment, the loan incurred additional default interest of 5 %.

The details of these real estate debt investments as of December 31, 2024 are as follows ($ in thousands):

Collateral Carrying Value and Fair Value Variable Rate (1)

Maturity Date

110 East - Pledge of equity interests (2)

Charlotte, NC, Office Building

$ 16,559 13.40 % February 2026

Radius - Pledge of equity interests (2)

Nashville, TN, Office Building

12,660 12.65 % June

Saint Ann - Pledge of asset

Dallas, TX, Office Building

138,000 8.06 % (3) December 2024

(1) Represents the variable interest rate at December 31, 2024, including a SOFR base rate of 4.40 %.

(2) The first priority lender of these two mortgage loans had a combined balance of $ 152.7 million as of December 31, 2024.

(3) Excludes the additional default of interest of 5 % in effect from December 7, 2024, through the January 7, 2025 payoff.

The Company did not have any investment in real estate debt as of December 31, 2023 or 2022.

Each loan provides the borrower with an opportunity to extend the maturity date, subject to certain conditions.

The extended maturity dates are February 2027 on the 110 East loan and June 2026 on the Radius loan.

For the year ended December 31, 2024, the Company believes the fair value of the investments in real estate debt approximates its invested carrying value and, therefore, did not record any unrealized gain or loss on its investments in real estate debt based on these recent executed market transactions (Level 2).

In subsequent periods, the Company may make adjustments to the carrying values of these loan investments if any are required through application of the fair value hierarchy provided for under GAAP.

INVESTMENT IN UNCONSOLIDATED JOINT VENTURES

2 unchanged sentences

SUMMARY OF FINANCIAL POSITION

Total Assets Total Debt Total Equity (Deficit) Company's Investment

Total Assets Total Liabilities Total Equity (Deficit) Company's Investment

2024 2023 2024 2023 2024 2023 2024 2023

2 unchanged sentences

Crawford Long - CPI, LLC 19,306 22,001 83,571 84,563 ( 64,265 ) ( 62,562 ) ( 31,626 ) (1) ( 31,066 ) (1)

Under Development:

Neuhoff Holdings LLC 573,495 477,780 306,055 251,477 267,440 226,303 150,376 124,543

TL CO Proscenium JV, LLC 86,517 — 3,889 — 82,628 — 16,768 —

715 Ponce Holdings LLC 9,442 9,325 57 1 9,385 9,324 4,831 4,782

Sold and Other:

HICO Victory Center LP — 158 — — — 5,818 — 75

$ 763,744 $ 589,800 $ 394,826 $ 338,093 $ 368,918 $ 251,707 $ 153,852 $ 112,765

(1) In May 2023, Crawford Long - CPI, LLC refinanced the mortgage loan for the Medical Offices at Emory Hospital property.

(1) These negative balances are included in deferred income on the consolidated balance sheets.

(3) Neuhoff Holdings LLC has a construction loan with a borrowing capacity up to $ 312.7 million and an interest rate based on the Secured Overnight Financing Rate ("SOFR") plus 3.45 %, with a minimum rate of 3.60 %.

The information included in the summary of operations table is for the years ended December 31, 2024, 2023, and 2022 ($ in thousands).

6 unchanged sentences

Crawford Long - CPI, LLC 13,371 13,097 13,298 3,047 3,692 4,530 1,393 1,709 2,117

Under Development:

Neuhoff Holdings LLC (1) 3,431 214 140 ( 7,203 ) ( 120 ) 94 ( 4,224 ) ( 77 ) 47

TL CO Proscenium JV, LLC 7,606 — — ( 893 ) — — ( 267 ) — —

715 Ponce Holdings LLC 177 268 287 61 177 183 31 88 91

2 unchanged sentences

HICO Victory Center LP — — 92 — ( 14 ) 6,735 — ( 7 ) 4,546

Austin 300 Colorado Project, LP — 33 8,747 — 17 2,012 — 8 972

DC Charlotte Plaza LLLP — ( 5 ) 15,217 — ( 28 ) 5,491 — ( 36 ) 2,539

Other — — 28 — — ( 12 ) — — 103

$ 35,532 $ 24,986 $ 36,760 $ ( 3,538 ) $ 6,605 $ 15,278 $ ( 2,796 ) $ 2,299 $ 7,700

(1) The Neuhoff Holdings LLC properties have commenced initial operations, but are not yet stabilized.

Joint Ventures with Operating Properties

1 unchanged sentence

The property contains 52,000 square feet of commercial space and 330 apartment units.

The assets of the venture in the above table include a cash balance of $ 1.5 million at December 31, 2023.

The assets of the venture in the above table include cash balances of $ 1.0 million and $ 1.5 million at December 31, 2024 and 2023, respectively.

Crawford Long—CPI, LLC ("Crawford Long" ) — Crawford Long is a 50 - 50 joint venture between the Company and Emory University that owns Emory University Hospital Midtown, a 358,000 square foot medical office building located in Atlanta, Georgia.

1 unchanged sentence

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

The assets of the venture in the above table include a cash balance of $ 2.9 million at December 31, 2023.

Joint Ventures with Properties Under Development

The mortgage loan is non-recourse to the Company.

However, the Company does provide a customary "non-recourse carve-out guaranty".

The total liabilities in the table above include $ 82.4 million and $ 82.3 million related to this mortgage loan as of December 31, 2024 and 2023, respectively.

The assets of the venture in the above table include cash balances of $ 2.0 million and $ 2.9 million at December 31, 2024 and 2023, respectively.

Neuhoff Holdings LLC ("Neuhoff") — Neuhoff is a 50 - 50 joint venture between the Company and Neuhoff Acquisition LLC formed for the purpose of developing a $ 589.1 million mixed-use property in Nashville, Tennessee.

3 unchanged sentences

In September 2021, the joint venture closed on a construction loan with a borrowing capacity up to $ 312.7 million that matures in September 2025 with one 12 -month extension, subject to conditions.

In April 2023, the interest rate on the loan changed from the London Interbank Offered Rate ("LIBOR") to SOFR plus 3.45 %, with a minimum rate of 3.60 %.

The Company and its 50 - 50 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;

and the Company and its partner provide a customary non-recourse carve-out guaranty.

In April 2023, the interest rate on the loan changed from the LIBOR to SOFR plus 3.45 %, with a minimum rate of 3.60 %.

Prior to April 2023, the loan bore interest at London Interbank Offering Rate ("LIBOR") plus 3.45 %.

The assets of the venture in the above table include a cash balance of $ 507,000 at December 31, 2023.

The total liabilities in the table above include $ 275.1 million and $ 219.8 million related to this construction loan as of December 31, 2024 and 2023, respectively.

The assets of the venture in the above table include cash balances of $ 9.9 million and $ 507,000 at December 31, 2024 and 2023, respectively.

TL CO Proscenium, LLC ("Proscenium") — Proscenium is a joint venture between the Company, with a 20 % interest, and Town Lane, with an 80 % interest, formed in August 2024 to purchase, own, and operate an office property in Midtown Atlanta, Georgia.

In August 2024, concurrent with formation, Proscenium acquired the 525,000 square foot office property for a gross purchase price of $ 83.3 million, of which the Company funded $ 16.7 million.

The assets of the venture in the above table include a cash balance of $ 3.3 million at December 31, 2024.

Joint Ventures with Land Holdings

1 unchanged sentence

The Company made an initial contribution of $ 4.0 million for its interest in the land held by the joint venture.

The assets of the venture in the above table include a cash balance of $ 42,000 at December 31, 2023.

The assets of the venture in the above table include a cash balance of $ 38,000 and $ 42,000 at December 31, 2024 and 2023, respectively.

Sold and Other Joint Ventures

8 unchanged sentences

The Company accounted for its investment in HICO under the equity method because it did not control the activities of the venture.

Austin 300 Colorado Project, LP ("300 Colorado") — 300 Colorado was a 50 - 50 joint venture between the Company, 3C Block 28 Partners, LP, and 3C RR Xylem, LP, formed to develop, own, and operate a 369,000 square foot office property in Austin, Texas.

In December 2021, the Company purchased the remaining 50 % interest from its partners for a gross price of $ 162.5 million.

As a result, the Company consolidated 300 Colorado and recorded the assets and liabilities at fair value on the transaction date.

The construction loan was paid off concurrent with the Company's purchase of its partners' interest.

Upon consolidation, the Company recognized a $ 62.5 million gain on this acquisition achieved in stages and recorded this amount in gain on investment property transactions.

DC Charlotte Plaza LLLP ("Charlotte Plaza") — Charlotte Plaza was a 50 - 50 joint venture between the Company and Dimensional Fund Advisors, formed to develop, own, and operate DFA's 281,000 square foot regional headquarters building in Charlotte, North Carolina.

In September 2021, the Company sold its interest in Charlotte Plaza for a gross price of $ 60.8 million.

The sale was triggered by the exercise of the partner's purchase option as stipulated in the partnership

The Company recognized a gain of $ 13.1 million on the sale of its interest in Charlotte Plaza and recorded this amount in gain on sales of investments in unconsolidated joint ventures.

At December 31, 2023, the Company's unconsolidated joint ventures had aggregate outstanding indebtedness to third parties of $ 302.1 million.

The above mortgage loan is non-recourse to the Company, however, the Company does provide a customary “non-recourse carve-out guaranty”.

With respect to the Neuhoff construction loan, the Company and its 50 - 50 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;

and the Company and its partner provide a customary non-recourse carve-out guaranty.

The Company recognized $ 1.2 million, $ 2.8 million, and $ 3.3 million of development, leasing, and management fees, including salary and expense reimbursements, from unconsolidated joint ventures in 2023, 2022, and 2021, respectively.

The Company recognizes development, leasing, and management fees, including salary and expense reimbursements, from unconsolidated joint ventures.

For the years ended December 31, 2024, 2023, and 2022, the Company recognized $ 1.5 million, $ 1.2 million, and $ 2.8 million of joint venture management fees, respectively .

INTANGIBLE ASSETS AND LIABILITIES

30 unchanged sentences

Predevelopment costs $ 58,224 $ 56,600

Furniture, fixtures, and equipment and other deferred costs, net of accumulated depreciation of $ 18,564 and $ 18,860 in 2023 and 2022, respectively

10,631 11,824

Lease inducements, net of accumulated amortization of $ 8,181 and $ 5,860 in 2024 and 2023, respectively

11,024 10,537

Furniture, fixtures, and equipment and other deferred costs, net of accumulated depreciation of $ 20,004 and $ 18,564 in 2024 and 2023, respectively

Prepaid expenses and other assets 4,492 8,704

9 unchanged sentences

Credit Facility 5.185 % April 2027 $ 112,332 $ 185,100

Term Loan (3) March 2025 400,000 400,000

Public Senior Notes 5.875 % October 2034 500,000 —

Public Senior Notes 5.375 % February 2032 400,000 —

Term Loan (3) 5.433 % September 2025 400,000 400,000

Privately Placed Senior Note 3.95 % July 2029 275,000 275,000

Term Loan (4) 5.41 % August 2025 250,000 350,000

Senior Note 3.95 % July 2029 275,000 275,000

Senior Note 3.91 % July 2025 250,000 250,000

Senior Note 3.86 % July 2028 250,000 250,000

Senior Note 3.78 % July 2027 125,000 125,000

Senior Note 4.09 % July 2027 100,000 100,000

Privately Placed Senior Note 3.91 % July 2025 250,000 250,000

Privately Placed Senior Note 3.86 % July 2028 250,000 250,000

Privately Placed Senior Note 3.78 % July 2027 125,000 125,000

Privately Placed Senior Note 4.09 % July 2027 100,000 100,000

2,662,332 1,935,100

6 unchanged sentences

$ 3,110,214 $ 2,462,068

Unamortized original issue discount ( 3,560 ) —

Unamortized loan costs ( 10,988 ) ( 4,441 )

2 unchanged sentences

(2) Weighted average maturity of notes payable outstanding at December 31, 2024 was 4.2 years.

(3) In April 2023, the Company entered into a floating-to-fixed interest rate swap with respect to $ 200 million of the $ 400 million Term Loan.

As of December 31, 2023, the fixed interest rate was 5.45 %, and the floating interest rate was 6.46 %.

Unexercised extension options are not included.

(3) In December 2024, the Company delivered notice to the administrative agent of the Term Loan notice of its execution of the first of four available six month extension options.

The extension will be effective March 3, 2025.

(4) In December 2024, the Company delivered notice to the administrative agent of the Term Loan notice of its execution of the second of four available 180 day extension options.

The extension will be effective February 26, 2025.

(5) Represents $ 123.0 million and $ 98.0 million non-cross-collateralized mortgages secured by the Terminus 100 and Terminus 200 buildings, respectively.

6 unchanged sentences

The Credit Facility matures on April 30, 2027.

The interest rate applicable to the Credit Facility varies according to the Company's leverage ratio and may, at the election of the Company, be determined based on either (1) the Daily SOFR or Term SOFR, plus a SOFR adjustment of 0.10 % ("Adjusted SOFR") and a spread of between 0.90 % and 1.40 %, or (2) the greater of (i) Bank of America's prime rate, (ii) the federal funds rate plus 0.50 %, (iii) Term SOFR, plus a SOFR adjustment of 0.10 %, plus 1.00 %, or (iv) 1.00 %, plus a spread of between 0.00 % and 0.40 %, based on leverage.

In addition to the interest rate, the Credit Facility is also subject to a annual facility fee of 0.15 % to 0.30 %, depending on leverage, on the entire $ 1 billion capacity.

The interest rate applicable to the Credit Facility varies according to the Company's leverage ratio and may, at the election of the Company, be determined based on either (1) the Daily SOFR or Term SOFR, plus a SOFR adjustment of 0.10 % ("Adjusted SOFR") and a spread of between 0.725 % and 1.40 %, or (2) the greater of (i) Bank of America's prime rate, (ii) the federal funds rate plus 0.50 %, (iii) Term SOFR, plus a SOFR adjustment of 0.10 %, and 1.00 %, or (iv) 1.00 %, plus a

spread of between 0.00 % and 0.40 %, based on leverage.

In addition to the interest rate, the Credit Facility is also subject to a annual facility fee of 0.125 % to 0.30 %, depending on the Company's credit rating and leverage ratio, on the entire $ 1 billion capacity.

In April 2024, the Company notified the administrative agent of the Credit Facility of the Company's receipt of corporate investment grade ratings.

These ratings reduced the Credit Facility's Adjusted SOFR spread and facility fee range effective April 17, 2024.

Changes in the Company's investment grade ratings may result in additional adjustments to the applicable spread and facility fee.

Prior to April 17, 2024, the applicable spread was between 0.90 % and 1.40 % and the facility fee range was 0.15 % to 0.30 %, depending on leverage.

At December 31, 2024, the Credit Facility's interest rate spread over Adjusted SOFR was 0.775 %, and the facility fee spread was 0.15 %.

2 unchanged sentences

The amounts outstanding under the Credit Facility may be accelerated upon the occurrence of any events of default.

The Credit Facility replaced a $ 1 billion prior facility that was set to expire in January 2023.

The rate paid under the prior facility from January 1, 2022 through May 1, 2022 was LIBOR plus 1.05 %.

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 matures on March 3, 2025 with four consecutive options to extend the maturity date for an additional six months each.

The interest rate provisions are the same as the 2021 Term Loan, and the covenants are the same as the Credit Facility.

On April 19, 2023, the Company entered into a floating-to-fixed interest rate swap with respect to $ 200 million of the $ 400 million 2022 Term Loan through the maturity date of March 3, 2025.

This swap fixed the underlying SOFR rate at 4.298 % (see note 9).

Subsequent to year end, the Company entered into a floating-to-fixed rate swap with respect to the remaining $ 200 million of the $ 400 million 2022 Term Loan effective January 26, 2024 through the maturity date of March 3, 2025.

The loan had an initial maturity of March 3, 2025 with four consecutive options to extend the maturity date for an additional six months each.

In December 2024, the Company exercised the first of the four six month extension options, extending the maturity date to September 3, 2025.

Under the 2022 Term Loan the interest rate applicable varies according to the Company's credit rating and leverage ratio and may, at the election of the Company, be determined based on either (1) the Daily SOFR or Term SOFR, plus a SOFR adjustment of 0.10 % ("Adjusted SOFR") and a spread of between 0.80 % and 1.60 %, or (2) the greater of (i) Bank of America's prime rate, (ii) the federal funds rate plus 0.50 %, (iii) Term SOFR, plus a SOFR adjustment of 0.10 %, and 1.00 %, (iv) or 1.00 %, plus a spread of between 0.00 % and 0.65 %, based on leverage.

The covenants under the 2022 Term Loan are the same as the Credit Facility.

At December 31, 2024, the spread over the underlying SOFR rates was 0.85 % for the 2022 Term Loan.

On April 19, 2023, the Company entered into a floating-to-fixed rate swap with respect to $ 200 million of the $ 400 million 2022 Term Loan through the initial maturity date of March 3, 2025.

This swap fixed the underlying SOFR rate at 4.298 %.

On January 26, 2024, the Company entered into a floating-to-fixed rate swap with respect to remaining $ 200 million of the $ 400 million 2022 Term Loan through the initial maturity date of March 3, 2025.

This swap fixed the underlying SOFR rate at 4.6675 % (see note 10).

These two swaps fix the underlying SOFR rate for the full $ 400 million at a weighted average of 4.483 %.

On June 28, 2021, the Company entered into an Amended and Restated Term Loan Agreement (the "2021 Term Loan") that amended the former term loan agreement.

Under the 2021 Term Loan, the Company has borrowed $ 350 million that matures on August 30, 2024 with four consecutive options to extend the maturity date for an additional 180 days each.

Under the 2021 Term Loan, the Company has borrowed $ 350 million with an initial maturity of August 30, 2024 with four consecutive options to extend the maturity date for an additional 180 days each.

In August 2024, the Company paid down $ 100 million of the $ 350 million outstanding and exercised the first of our four 180 day extension options, extending the maturity date on the remaining $ 250 million to February 26, 2025.

In December 2024, the Company exercised the second of our four 180 day extension options, extending the maturity date on the remaining $ 250 million to August 25, 2025.

On September 19, 2022, the Company entered into the First Amendment to the 2021 Term Loan.

This amendment aligned covenants and available interest rates, including the addition of SOFR, to that of the Credit Facility.

Under the terms of this First Amendment, the interest rate applicable to the 2021 Term Loan varies according to the Company's leverage ratio and may, at the election of the Company, be determined based on either (1) the Daily SOFR or Term SOFR, plus a SOFR adjustment of 0.10 % ("Adjusted SOFR") and a spread of between 1.05 % and 1.65 %, or (2) the greater of (i) Bank of America's prime rate, (ii) the federal funds rate plus 0.50 %, (iii) Term SOFR, plus a SOFR adjustment of 0.10 %, plus 1.00 %, or (iv) 1.00 %, plus a spread of between 0.05 % and 0.65 %, based on leverage.

On September 19, 2022, the Company provided notice of our election of the Daily SOFR Rate Loan provisions.

On September 27, 2022, the Company entered into a floating-to-fixed interest rate swap with respect to the $ 350 million 2021 Term Loan through the maturity date of August 30, 2024.

This swap fixed the underlying SOFR rate at 4.234 % (see note 9).

At December 31, 2023, the Term Loans' spread over the underlying SOFR rates was 1.05 %.

This amendment aligns covenants and available interest rates, including the addition of SOFR, to that of the Credit Facility.

Under the terms of this First Amendment the interest rate applicable to the 2021 Term Loan varies according to the Company's credit rating and leverage ratio and may, at the election of the Company, be determined based on either (1) the Daily SOFR or Term SOFR, plus a SOFR adjustment of 0.10 % ("Adjusted SOFR") and a spread of between 0.85 % and 1.65 %, or (2) the greater of (i) Bank of America's prime rate, (ii) the federal funds rate plus 0.50 %, (iii) Term SOFR, plus a SOFR adjustment of 0.10 %, and 1.00 %, (iv) or 1.00 %, plus a spread of between 0.00 % and 0.65 %, based on leverage.

At December 31, 2024, the spread over the underlying SOFR rates was 1.00 % for the 2021 Term Loan.

On September 27, 2022, the Company entered into a floating-to-fixed interest rate swap with respect to the $ 350 million 2021 Term Loan through the initial maturity date of August 30, 2024.

This swap effectively fixed the underlying SOFR rate at 4.234 % (see note 10).

This swap has expired, and the loan has reverted to the underlying variable SOFR rate.

In April 2024, the Company notified the administrative agent of the 2022 Term Loan and 2021 Term Loan of the Company's receipt of corporate investment grade ratings received.

These ratings reduced the Adjusted SOFR spread range, effective April 17, 2024.

Changes in the Company's investment grade ratings may result in additional adjustments to the applicable spread in the future.

Prior to April 17, 2024, the applicable spread was between 1.05 % and 1.65 % for both the 2022 Term Loan and 2021 Term Loan, depending on leverage.

Unsecured Senior Notes

The Company has unsecured senior notes of $ 1.0 billion that were funded in five tranches.

In December 2024, CPLP issued $ 400.0 million in aggregate principal amount of 5.375 % public senior notes.

Upon issuance of the public senior notes, CPLP received net proceeds of $ 397.9 million dollars after an original issue discount of $ 2.1 million resulting in an effective interest rate is 5.464 %.

These public senior notes are fully and unconditionally guaranteed by the Company.

The proceeds were used to partially fund the acquisitions of the Sail Tower and Vantage South End properties in December 2024.

These public senior notes had issuance costs of $ 3.6 million and mature on February 15, 2032.

In August 2024, CPLP issued $ 500.0 million in aggregate principal amount of 5.875 % public senior notes.

Upon issuance of these public senior notes, CPLP received net proceeds of $ 498.5 million dollars after an original issue discount of $ 1.5 million, resulting in an effective interest rate is 5.912 %.

These public senior notes are fully and unconditionally guaranteed by the Company.

The proceeds were used primarily to repay $ 373.8 million outstanding on the Credit Facility and repay $ 100 million of the $ 350 million outstanding on the 2021 Term Loan.

These public senior notes had issuance costs of $ 5.3 million and mature on October 1, 2034.

The Company's public senior notes are subject to certain typical covenants that, subject to certain exceptions, include (a) a limitation on the ability of the Company and CPLP to, among other things, incur additional secured and unsecured indebtedness;

(b) a limitation on the ability of the Company and CPLP to merge, consolidate, sell, lease or otherwise dispose of their properties and assets substantially as an entirety;

and (c) a requirement that the Company maintain a pool of unencumbered assets.

To avoid any such limitations, these covenants require, among other things, maintaining the following financial metrics as defined in the agreement:

unencumbered debt ratio of at least 150 %;

an EBITDA to debt service ratio of at least 1.50 x;

a secured leverage ratio of no more than 40 %;

and an overall leverage ratio of no more than 60 %.

The Company also has privately placed unsecured senior notes of $ 1.0 billion that were funded in five tranches.

The first tranche of $ 100 million is due in 2027 and has a fixed annual interest rate of 4.09 %.

6 unchanged sentences

Secured Mortgage Notes

In November 2024, the Company repaid, in full, its Domain 10 mortgage with remaining principal balance of $ 70.9 million.

The mortgage had an interest rate of 3.75 %.

In December 2022, the Company refinanced mortgages on the Company's two Terminus properties in Atlanta with the existing lender.

2 unchanged sentences

These mortgages are neither cross-collateralized nor cross-defaulted.

In October 2022, the Company paid off, in full, its Legacy Union One and Promenade Tower mortgages with remaining principal balances of $ 66.0 million and $ 86.3 million, respectively.

In October 2022, the Company repaid, in full, its Legacy Union One and Promenade Tower mortgages with remaining principal balances of $ 66.0 million and $ 86.3 million, respectively.

These mortgages had interest rates of 4.24 % and 4.27 %, respectively.

As of December 31, 2023, the Company had $ 527.0 million outstanding on five non-recourse mortgage notes with a weighted average interest rate of 4.68 %.

As of December 31, 2024, the Company had $ 447.9 million outstanding on four non-recourse mortgage notes with a weighted average interest rate of 4.85 %.

All interest rates on the secured mortgage notes are fixed.

Assets with depreciated

carrying values of $ 888.4 million were pledged as security on these mortgage notes payable.

Assets with depreciated carrying values of $ 702.7 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.

2 unchanged sentences

At December 31, 2024 and 2023, the estimated fair value of the Company’s notes payable was $ 3.1 billion and $ 2.4 billion, respectively , c alculated by discounting the debt's remaining contractual cash flows at estimated rates at which similar loans could have been obtained at December 31, 2024 and 2023.

The estimate of the current market rate, 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.

The estimate of the current market rate, 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.

9 unchanged sentences

DERIVATIVE FINANCIAL INSTRUMENTS

On April 19, 2023, the Company entered into a floating-to-fixed interest rate swap with respect to $ 200 million of the $ 400 million 2022 Term Loan through the maturity date of March 3, 2025.

This swap fixed the underlying SOFR rate at 4.298 %.

On September 27, 2022, the Company entered into a floating-to-fixed interest rate swap with respect to the $ 350 million 2021 Term Loan through the maturity date of August 30, 2024.

This swap fixed the underlying SOFR rate at 4.234 %.

On April 19, 2023, the Company entered into a floating-to-fixed interest rate swap ("2023 Swap") with respect to $ 200 million of the $ 400 million 2022 Term Loan through the initial loan maturity date of March 3, 2025, fixing the underlying SOFR rate for this portion of the loan at 4.298 %.

On January 26, 2024, the Company entered into a floating-to-fixed interest rate swap ("2024 Swap") with respect to the remaining $ 200 million of the $ 400 million 2022 Term Loan through the initial maturity date of March 3, 2025, fixing the underlying SOFR rate for this portion of the loan at 4.6675 %.

These swaps effectively fix the underlying SOFR rate at a weighted average of 4.483 % for the entire $ 400 million through the initial maturity.

As of December 31, 2024, the fair values of the 2023 Swap and 2024 Swap on the 2022 Term Loan resulted in a $ 10,000 asset and a $ 115,000 liability, respectively.

As of December 31, 2023, the fair value of the 2023 Swap on the 2022 Term Loan resulted in a $ 555,000 asset.

These assets and liabilities are included in other assets and other liabilities, respectively, on the Company's consolidated balance sheets.

On September 27, 2022, the Company entered into a floating-to-fixed interest rate swap ("2022 Swap") with respect to the $ 350 million 2021 Term Loan through the initial loan maturity date of August 30, 2024.

This swap effectively fixed the underlying SOFR rate at 4.234 %.

The 2022 Swap expired upon its August 30, 2024 maturity and there were no amounts recorded on the Company's balance sheet related to this swap as of December 31, 2024.

As of December 31, 2023, the fair value this swap on the 2021 Term Loan resulted in a $ 1.7 million asset and is included in other assets on the Company's consolidated balance sheet.

The Company's objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements.

1 unchanged sentence

Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.

During 2022 and 2023, such derivatives were used to hedge the variable cash flows associated with the 2021 and 2022 Term Loans (referred to as a "cash flow hedges").

Such derivatives were used to hedge the variable cash flows associated with the 2021 and 2022 Term Loans (referred to as "cash flow hedges").

For derivatives designated and that qualify as cash flow hedges of interest rate risk, the gain or loss on the derivative is recorded in Accumulated Other Comprehensive Income and subsequently reclassified into interest expense in the same periods during which the hedged transaction affects earnings.

1 unchanged sentence

There are no collateral requirements related to these swaps.

As of December 31, 2023, the fair value of the swap with respect to the 2022 Term Loan was $ 555,000 and is included in other assets on the Company's consolidated balance sheets.

As of December 31, 2023 and 2022, the fair values of the swap with respect to the 2021 Term Loan were $ 1.7 million and $ 1.8 million, respectively, and are included in other assets on the Company's consolidated balance sheets.

The table below presents the effect of the Company's derivative financial instruments on the consolidated statements of operations as of December 31, 2024, 2023, and 2022 ($ in thousands):

4 unchanged sentences

Total amount of interest expense presented in the consolidated statements of operations $ 122,476 $ 105,463 $ 72,537

Over the next year, we estimate that $ 2.4 million will be reclassified out of accumulated other comprehensive income as a reduction of interest expense.

The fair value of these hedges is determined using observable inputs other than quoted prices in active markets, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities.

Over the next year, we estimate that $ 105,000 will be recorded as a reduction in accumulated other comprehensive loss and an increase of interest expense.

The fair value of these cash flow hedges is determined using observable inputs other than quoted prices in active markets, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities.

These inputs are considered Level 2 inputs in the fair value hierarchy and the Company engages a third-party expert to determine these inputs.

The fair value of the cash flow hedges is determined using the conventional industry methodology of netting the discounted future fixed cash payments and the discounted expected variable cash receipts made between the Company and its counterparties to the cash flow hedges.

These fair values are determined using the conventional industry methodology of netting the discounted future fixed cash payments and the discounted expected variable cash receipts made between the Company and its counterparties to the cash flow hedges.

These variable cash receipts are based on the expectation of future interest rates which are derived from observed market interest rate curves.

2 unchanged sentences

OTHER LIABILITIES

Other liabilities on the consolidated balance sheets as of December 31, 2023 and December 31, 2022 included the following ($ in thousands):

Other liabilities on the consolidated balance sheets as of December 31, 2024 and 2023 included the following ($ in thousands):

Ground lease liability $ 50,003 $ 53,348

1 unchanged sentence

Security deposits 17,043 15,050

Restricted stock unit liability — 1,048

Other liabilities 1,717 1,560

1 unchanged sentence

COMMITMENTS AND CONTINGENCIES

The Company had outstanding performance bonds totaling $ 1.3 million at December 31, 2023.

As a lessor, the Company had a total of $ 111.8 million in future obligations under leases to fund tenant improvements and other future construction obligations at December 31, 2024.

Additionally, the Company had $ 7.8 million of future funding commitments related to investments in real estate debt at December 31, 2024 as discussed in note 5.

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.

5 unchanged sentences

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.

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.

STOCKHOLDERS' EQUITY

In December 2024, the Company entered into an underwriting agreement between the Company and J.P.

Morgan Securities LLC ("JPM") with respect to the issue and sale by the Company and the purchase by JPM of 9,500,000 shares of the Company's common stock, par value $ 1.00 per share, at a price of $ 29.765 per share.

The issuance resulted in net proceeds to the Company of $ 282.4 million after offering expenses.

These proceeds were used to fund a portion of the purchase of the Sail Tower operating property.

In November 2024, the Company entered into an underwriting agreement between the Company and BofA Securities, Inc.

("BofA") with respect to the issue and sale by the Company and the purchase by BofA of 6,000,000 shares of the Company's common stock, par value $ 1.00 per share, at a price of $ 31.01 per share.

The issuance resulted in net proceeds to the Company of $ 185.3 million after offering expenses.

These proceeds were used to fund a portion of the purchase of the Vantage South End operating property.

In the third quarter of 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.

5 unchanged sentences

In conjunction with that Form S-3 filing, the Company entered into an Amendment to the EDA to allow for the continued issuance of shares under this ATM program.

On June 29, 2022, the Company issued 2.6 million shares of common stock that had been executed under Forward Sales at an average price of $ 39.92 per share for gross proceeds of $ 105.1 million.

To date the Company has issued 2.6 million shares under the ATM program and has generated cash proceeds of $ 101.4 million, net of $ 1.1 million of compensation to be paid with respect to such Forward Sales, $ 1.7 million of dividends owed during the period the Forward Sales were outstanding, and $ 900,000 of other transaction related costs.

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 17.

The Company did not issue any shares under the ATM program during the year ended December 31, 2023 and did not have any outstanding Forward Sales for the sale of its common stock as of December 31, 2023 or 2022.

On April 21, 2022, the Company purchased its partner's 10 % joint venture interest in HICO Avalon, LLC and HICO Avalon II, LLC, which consisted of the 8000 and 10000 Avalon office properties.

This transaction did not result in a change in control and the difference between the $ 43.4 million purchase price of our partner's interest, which included a promote related to increases in fair value in excess of cost, and the $ 15.8 million book value of the outside partner's non-controlling interest was recorded as additional paid-in capital in the equity section of the Company's consolidated balance sheet.

The Company's consolidated basis in Avalon's assets and liabilities was unchanged by this transaction.

The annual offering period for the Cousins Employee Stock Purchase Plan ("ESPP") ended on November 30, 2023 and 2022.

Employees purchased a total of 25,441 shares in 2023 and 22,909 in 2022 under the ESPP.

In both 2023 and 2022, the Company settled the employee purchase of shares through the ESPP by issuing treasury shares to participants.

In 2023, the 25,441 shares sold had a basis of $ 1.5 million and, in 2022, the 22,909 shares sold had a basis of $ 1.3 million.

To date, the Company has issued 2.6 million shares for a gross sales price of $ 105.1 million under the ATM program which generated cash proceeds of $ 101.4 million, net of $ 1.1 million of compensation to be paid with respect to Forward Sales, $ 1.7 million of dividends owed during the period the Forward Sales were outstanding, and $ 900,000 of other transaction related costs.

The Company did not issue any shares under the ATM program during the years ended December 31, 2024 and 2023, and did not have any outstanding Forward Sales for the sale of its common stock as of December 31, 2024 or 2023.

The annual offering periods for the Cousins Employee Stock Purchase Plan ("ESPP") ended on November 30, 2024, 2023, and 2022, respectively.

Employees purchased a total of 20,292 shares in 2024, 25,441 shares in 2023, and 22,909 in 2022, respectively, under the ESPP.

In 2024, the Company settled the employees' purchase of shares through issuance of Company common stock.

In both 2023 and 2022, the Company settled the employees' purchase of shares by selling treasury shares to participants.

In 2023, the 25,441 treasury shares sold had a basis of $ 1.5 million and, in 2022, the 22,909 treasury shares sold had a basis of $ 1.3 million.

On February 6, 2024, the Company retired all 2,536,583 shares of Treasury Stock outstanding.

These treasury shares had an average cost basis of $ 57.44 per share.

Ownership Limitations — In order to minimize the risk that the Company will not meet one of the requirements for qualification as a REIT, the Company's Articles of Incorporation include certain restrictions on the ownership of more than 3.9 % of the Company’s total common and preferred stock, subject to waiver by the Board of Directors.

10 unchanged sentences

Capital Gain Non Dividend Distributions Unrecaptured

Gain Section 199A Dividends Section 1061 One Year Amounts Disclosure (1) Section 1061 Three Year Amounts Disclosure (1)

Gain Section 1061 One Year Amounts Disclosure (2) Section 1061 Three Year Amounts Disclosure (2)

2024 $ 1.280000 $ 1.007420 $ — $ 0.272580 $ — $ — $ —

1 unchanged sentence

2022 $ 1.270000 $ 0.880788 $ 0.389212 $ — $ 0.045470 $ 0.389212 $ 0.389212

(1) Amounts included in Box 2a, Total Capital Gain Distributions, for purposes of section 1061 of the Internal Revenue Code.

(1) 100% of the amounts included in Ordinary Dividends is treated as "qualified REIT dividends" for purposes of section 199A of the Internal Revenue Code.

None of the amounts are section 897 gains attributable to the disposition of U.S.

real property interests for foreign shareholders.

(2) Total Capital Gain Distributions for purposes of section 1061 of the Internal Revenue Code.

Section 1061 is generally applicable to direct and indirect holders of "applicable partnership interests".

7 unchanged sentences

The Company's leases typically include renewal options and are classified and accounted for as operating leases.

Rental property revenues are accounted for in accordance with the guidance set forth in ASC 842.

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.

2 unchanged sentences

For the years ended December 31, 2024, 2023, and 2022, the Company recognized fee and other revenue of $ 9.0 million, $ 3.8 million, and $ 8.8 million, respectively.

The following tables set forth the future minimum rents to be received by consolidated entities under existing non-cancellable leases as of December 31, 2023 ($ in thousands):

The following tables set forth the future minimum cash rents to be received by consolidated entities under existing non-cancellable leases as of December 31, 2024 ($ in thousands):

December 31, 2024

9 unchanged sentences

During the three months ended September 30, 2023, the Company recognized $ 2.3 million of rental revenue on a cash basis related to base rent lease payments made through September 30, 2023, the effective date of the termination.

The Company, through wholly owned subsidiaries, is the landlord under leases totaling approximately 162,000 square feet with subsidiaries of WeWork at three of the Company's properties, two in the Atlanta market and one in the Charlotte market.

These WeWork leases comprised $ 8.6 million of the Company's annual rental property revenue in the accompanying statements of operations for the year ended December 31, 2023.

The Company also has a 20 % interest in an unconsolidated joint venture that is the landlord under a lease for approximately 33,000 square feet with a subsidiary of WeWork at one property in the Atlanta market.

The Company's income from unconsolidated joint ventures related to that lease is not significant.

On November 6, 2023, WeWork Inc.

("WeWork") filed voluntary petitions to commence proceedings under Chapter 11 of the US Bankruptcy Code.

As of February 7, 2024, the Company has not received a bankruptcy court approved order formally rejecting any of WeWork's leases with the Company.

Based on the Company's discussion with WeWork representatives, our current expectation is that WeWork will not terminate three of their four leases, although current negotiations may result in a reduction in square footage and rent.

Any modification of these leases will result in amortizing the net deferred assets related to these leases as of December 31, 2023 as reduction to revenue for the remainder of the lease term under modified space and rent provisions.

Notwithstanding its current negotiations with WeWork, if the Company determines that lease rejection at all three of these properties is probable, the net balance sheet exposure and related revenue reduction would be $ 1.7 million.

The timing of recognizing this $ 1.7 million is subject to when those lease rejections become probable as well as the date on which WeWork vacates its leased space.

In addition, WeWork has also indicated they will

likely terminate the other lease.

The December 31, 2023 balance sheet exposure for this lease is fully supported by a letter of credit.

On March 1, 2019, the Company entered into a series of agreements and executed related transactions with Norfolk Southern Railway Company (“NS”) with the primary objective of delivering a new corporate headquarters for NS under a development agreement and consulting agreement.

The Company determined that all contracts and transactions associated should be combined for accounting purposes, and the amounts exchanged under the combined contracts should be allocated to the various components of the overall transaction at fair value or market value.

Consideration related to various services provided to NS, and accounted for under ASC 606, was determined to be $ 52.3 million and represents the negotiated market value for the services agreed to by the Company and NS in the contracts.

Since all the agreements and contracts were executed for the purpose of delivering and constructing a corporate headquarters for NS and all of the services and deliverables were highly interdependent, the Company determined that the services represented a single performance obligation under ASC 606.

The Company determined that control of the services to be provided is being transferred over time and, thus, the Company recognized the $ 52.3 million contract price in revenue as it satisfied the performance obligation.

The Company determined that the inputs method of measuring progress of satisfying the performance obligation was the most appropriate method of recognizing revenue for the services component.

Therefore, the Company began recognizing revenue on March 1, 2019, based upon the time spent by the Company’s employees in providing these services as compared to the total estimated time required to satisfy the performance obligation.

During the years ended December 31, 2022 and 2021, the Company recognized $ 3.2 million and $ 11.9 million, respectively, in fee income in the consolidated statements of operations related to the services provided to NS.

No fee income related to the services provided to NS is included in the consolidated statement of operations for the year ended December 31, 2023.

All revenue related to this performance obligation was recognized as of December 31, 2022 and, as such, there is no deferred income related to NS in the consolidated balance sheets as of December 31, 2023 or 2022.

Any proceeds from our bankruptcy claim will be recognized on a cash basis.

Subsequent to year end, in February 2025, the Company sold its claim to a third party for $ 4.6 million in cash.

During the year ended December 31, 2022, the Company recognized $ 3.2 million in fee income in the consolidated statements of operations related to the services provided to Norfolk Southern Railway Company ("NS") under a series of agreements, including a development agreement and consulting agreement, under which the primary objective was delivery of a new corporate headquarters to NS.

No fee income related to the services provided to NS was recognized during the years ended December 31, 2024 and 2023.

STOCK-BASED COMPENSATION

The Company has several types of stock-based compensation — stock options, restricted stock, restricted stock units ("RSUs"), and the ESPP.

The Company has several types of stock-based compensation — restricted stock, restricted stock units ("RSUs") issued under the Cousins Properties Incorporated 2019 Omnibus Incentive Stock Plan (the "2019 Plan"), and the ESPP.

While the Company's 2019 Plan also allows for the issuance of stock options, none had been issued, were 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.

The Company's compensation expense in 2024, 2023, and 2022 primarily relates to restricted stock, stock-settled RSUs, and the ESPP.

12 unchanged sentences

Liability-classified awards

Market-based RSUs — — 1,942

Performance-based RSUs — — 456

Service-based RSUs — 61 ( 146 )

Dividend equivalent units — — 69

61 ( 77 ) 3,652

Total stock-based compensation expense $ 14,788 $ 11,962 $ 9,982

On April 23, 2019, the Company's stockholders approved the Cousins Properties Incorporated 2019 Omnibus Incentive Stock Plan (the "2019 Plan") which allows the Company to issue awards of stock options, stock grants, or stock appreciation rights to employees and directors.

On April 23, 2019, the Company's stockholders approved the 2019 Plan which allows the Company to issue awards of stock options, stock grants, or stock appreciation rights to employees and directors.

The 2019 Plan also allows the Company to issue awards to employees that are paid in cash or stock on the vesting date in an amount equal to the fair market value, as defined, of one share of the Company’s stock.

12 unchanged sentences

The measurement period for both the Market-based and Performance-based RSUs is three years starting on January 1 of the year of issuance and ending on December 31 of the third year.

settlement of these awards can range from 0 % to 200 % of the targeted number of units depending on the achievement of the market and performance metrics described above.

The ultimate settlement of these awards can range from 0 % to 200 % of the targeted number of units depending on the achievement of the market and performance metrics described above.

In 2024, 2023, and 2022, the Company granted, at target, 293,887 , 234,902 , and 141,899 of RSUs, respectively, to employees, which vest on December 31 of the last year of the respective three-year FFO and TSR measurement period.

27 unchanged sentences

In 2024, 2023, and 2022, there were no stock option grants to employees or directors and the Company recognized no compensation expense related to stock options.

During 2021, the Company issued 24,626 shares for option exercises.

The following is a summary of stock option activity for the year ended December 31, 2021 (options in thousands):

Number of Options Weighted Average Exercise Price Per Option

Outstanding at beginning of year 28 $ 25.55

Exercised ( 28 ) $ 25.55

Outstanding at end of year — —

In 2024, 2023, and 2022, the Company also granted 67,624 , 81,909 , and 44,549 shares, respectively, of stock to independent members of the board of directors which vested immediately on the issuance date.

Liability-Classified Awards

During 2019, the Company awarded three types of liability-classified awards to key employees:

(1) Market-based RSUs, (2) Performance-based RSUs, and (3) Service-based RSUs.

The 2019 Market-based and Performance-based RSU awards are liability-classified awards and were settled in cash in 2022 based upon the attainment of required market, performance, and service criteria for the three years ended December 31, 2021.

For the 2019 Market-based RSUs, the Company expensed an estimate of the fair value of the awards over the vesting period using a quarterly Monte Carlo valuation.

For the 2019 Performance-based RSUs, the Company expensed the awards over the vesting period using the fair market value of the Company’s stock at the reporting date multiplied by the anticipated number of units to be paid based on the current estimate of what the ratio is expected to be upon vesting.

The 2019 Service-based RSUs vested in February 2023.

The Company expensed the awards ratably over the vesting period using the fair market value of the Company's stock at the reporting date.

The following table summarizes the Company's liability-classified award activity, at target, during the years ended December 31, 2023, 2022, and 2021 (shares in thousands):

2023 2022 2021

Shares Shares Shares

Shares unvested at beginning of the year 43 43 135

Vested ( 43 ) — ( 92 )

Shares unvested at end of year — 43 43

For Market-based and Performance-based RSUs, dividend equivalent units were paid based on the percentage vested.

For the 2019 RSU grants, dividend equivalent units were paid in February 2022.

The Company accrued and expensed these dividend equivalent units as compensation over the service period as dividends are declared, based on the latest projected vesting percentage.

For Time-vested RSUs, dividend equivalent units are paid based on the number of RSUs granted.

For the 2019 time-vested RSU grants, dividend equivalent units were paid out at the time of vesting in February 2023.

The Company accrued and expensed these dividend equivalent units as compensation over the service period as dividends are declared.

There were no Service-based, Market-based, or Performance-based liability awards outstanding as of December 31, 2023.

During 2023, 2022, and 2021, total cash paid for all types of cash-settled RSUs and related dividend payments was $ 1.1 million, $ 6.6 million, and $ 7.2 million, respectively.

There were no service-based, market-based, or performance-based liability awards outstanding as of December 31, 2024 or 2023 and the expense related to liability awards for the years ended December 31, 2023, and 2022 was not significant.

During 2023 and 2022, total cash paid for all types of cash-settled RSUs and related dividend payments was $ 1.1 million and $ 6.6 million, respectively.

Employee Stock Purchase Plan

1 unchanged sentence

Pursuant to the ESPP, employees may contribute up to 15 % of their cash compensation during annual purchase periods for the purchase of Cousins’ common stock up to an annual maximum of $ 21,250 per employee.

On each purchase period ending November 30, participants’ individual account balances are used to acquire shares of common stock at 85 % of the Company’s closing price as of December 1 (the beginning of the purchase period) or November 30 (the end of the purchase period), whichever is lower.

As of December 31, 2023, 2022, and 2021, 43 , 78 , and 95 employees were enrolled in the plan, respectively.

As of and for the years ended December 31, 2023 and 2022, 25,441 and 22,909 shares of common stock have been purchased under the ESPP, respectively.

On each purchase period ending November 30, participants’ individual account balances are used to acquire shares of common stock at 85 % of the lower of the Company’s closing price as of December 1 (the beginning of the purchase period) or November 30 (the end of the purchase period).

As of December 31, 2024, 2023, and 2022, 66 , 43 , and 78 employees, respectively, were enrolled in the plan.

During the years ended December 31, 2024, 2023, and 2022, 20,292 , 25,441 , and 22,909 shares of common stock, respectively, were purchased under the ESPP.

The total purchase date fair value of the shares purchased during 2024, 2023, and 2022 was $ 644,000 , $ 522,000 and $ 604,000 , respectively.

Contributions for the purchase period ending November 30, 2024 are expected to be $ 374,000 .

Contributions for the purchase period ending November 30, 2023 were $ 444,000 .

Contributions for the purchase period ending November 30, 2024, 2023, and 2022 were $ 379,000 , $ 444,000 , and $ 514,000 .

As of December 31, 2024, the Company estimates future expense related to the open purchase period to be $ 99,000 .

12 unchanged sentences

Tax impact of capital loss carryforward — — % ( 28 ) — % ( 29 ) — %

Tax impact of interest and other book to tax timing differences ( 147 ) ( 54 ) % — — % — — %

Valuation allowance 4 2 % 1 — % ( 60 ) ( 15 ) %

6 unchanged sentences

Federal and state tax net operating loss carryforwards 1,388 1,462

Interest and other book tax differences 147 —

Federal and state tax capital loss carryforwards 152 152

4 unchanged sentences

When assessing the need for a valuation allowance, appropriate consideration should be given to all positive and negative evidence related to this realization.

This evidence includes, among

other things, the existence of current and recent cumulative losses, forecasts of future profitability, the length of statutory carryforward periods, the Company’s history with loss carryforwards, and available tax planning strategies.

This evidence includes, among other things, the existence of current and recent cumulative losses, forecasts of future profitability, the length of statutory carryforward periods, the Company’s history with loss carryforwards, and available tax planning strategies.

As of December 31, 2024 and 2023, the net deferred tax asset of CTRS equaled $ 1.7 million and $ 1.6 million, respectively, with a valuation allowance placed against the full amount.

6 unchanged sentences

Net income $ 46,581 $ 83,816 $ 167,445

Net income attributable to noncontrolling interests in CPLP ( 14 ) ( 143 ) ( 56 )

Net income attributable to noncontrolling interests in CPLP from continuing operations ( 8 ) ( 14 ) ( 143 )

Net income attributable to other noncontrolling interests ( 611 ) ( 839 ) ( 509 )

5 unchanged sentences

Net income attributable to other noncontrolling interests ( 611 ) ( 839 ) ( 509 )

Net income available for common stockholders before net income attributable to noncontrolling interests in CPLP $ 82,977 $ 166,936 $ 278,642

Net income available for common stockholders before allocation of net income attributable to noncontrolling interests in CPLP $ 45,970 $ 82,977 $ 166,936

Weighted average common shares - basic 153,413 151,714 150,113

Potential dilutive common shares - stock options — — 1

Potential dilutive restrictive stock units - RSUs, less shares assumed purchased at market price 301 281 199

Potential dilutive common shares - ESPP 2 — —

Potential dilutive restrictive stock units - restricted stock units, less shares assumed purchased at market price 575 301 281

Weighted average units of CPLP convertible into common shares 25 25 25

1 unchanged sentence

Net income per common share - diluted $ 0.30 $ 0.55 $ 1.11

The treasury stock method resulted in no dilution from shares expected to be issued under the ESPP or forward contracts for the future sales of common stock under the Company's ATM Program during the respective periods presented.

CONSOLIDATED STATEMENTS OF CASH FLOWS - SUPPLEMENTAL INFORMATION

4 unchanged sentences

Non-Cash Transactions:

Retirement of treasury stock 145,696 — —

Common stock dividends declared and accrued 55,091 49,384 48,525

3 unchanged sentences

See notes 3 and 6.

The following table provides a reconciliation of cash, cash equivalents, and restricted cash recorded on the balance sheets to cash, cash equivalents, and restricted cash in the statements of cash flows ($ in thousands):

Year Ended December 31,

2023 2022 2021

Cash and cash equivalents $ 6,047 $ 5,145 $ 8,937

Restricted cash — — 1,231

Total cash, cash equivalents, and restricted cash $ 6,047 $ 5,145 $ 10,168

REPORTABLE SEGMENTS

The Company's segments are based on the method of internal reporting which classifies operations by property type and geographical area.

The segments by property type are:

Office and Non-Office.

The segments by geographical region are:

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:

Atlanta, Austin, Charlotte, Dallas, Phoenix, Tampa, and other markets.

Included in other markets are properties located in Chapel Hill (sold in September 2022), Houston, Nashville, and Fort Worth (sold in April 2021).

Included in Non-Office are retail and apartments in Chapel Hill (sold in September 2022) and Atlanta, as well as the College Street Garage in Charlotte.

In the third quarter of 2021, with the sale of the Company's One South at the Plaza office property, the Company reassessed the segment for the College Street Garage and began to treat it as Non-Office for all periods presented.

These reportable segments represent an aggregation of operating segments reported to the Chief Operating Decision Maker based on similar economic characteristics that include the type of property and the geographical location.

Each segment includes both consolidated operations and the Company's share of joint venture operations.

On November 27, 2023 the Financial Accounting Standards Board issued Accounting Standards Update 2023-07 "ASU 2023-07", "Segment Reporting" which amends the existing standard's disclosure requirements.

Among other things, ASU 2023-07 will require companies to disclose significant segment expenses by reportable segment if they are regularly provided to the Chief Operating Decision Maker ("CODM") and disclosures of the CODM's title and position as well as details of how the CODM uses the reported measures.

The amendments in ASU 2023-07 are effective for fiscal years beginning after December 15, 2023 and for interim periods beginning after December 15, 2024.

The adoption of ASU 2023-07 will not have any material impact on the Company's financial statements.

Included in other markets for the periods presented are properties located in Houston and Nashville.

Company management evaluates the performance of its reportable segments 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.

The Company considers NOI to be an appropriate supplemental measure to net income as it helps both management and investors understand the core operations of the Company's operating assets.

NOI excludes corporate general and administrative expenses, reimbursed expenses, interest expense, depreciation and amortization, impairments, gains/loss on sales of real estate, gain/loss on extinguishment of debt, transaction costs, and other non-operating items.

Segment net income, amount of capital expenditures, and total assets are not presented in the following tables because management does not utilize these measures when analyzing its segments or when making resource allocation decisions.

Office Property NOI is regularly reported to the Chief Operating Decision Maker ("CODM") by segment.

The CODM is the Company's President and Chief Executive Officer.

Each segment includes both consolidated operations and the Company's share of unconsolidated joint venture operations.

Segment net income, individually significant components of rental property operating expenses, amount of capital expenditures, and total assets are not presented in this note because the CODM does not utilize these measures when analyzing segments or when making resource allocation decisions.

The below presentation has been recast for all years presented to comply with updates to ASC 280 required by Accounting Standards Update 2023-07 "ASU 2023-07," "Segment Reporting" issued by the Financial Accounting Standards Board in November 2023.

Information on the Company's segments along with a reconciliation of NOI to net income for years ended December 31, 2024, 2023, and 2022 are as follows ($ in thousands):

Year Ended December 31, 2023 Office Non-Office Total

Year Ended December 31, 2024 Rental Property Revenues Rental Property Operating Expenses NOI

Atlanta $ 309,807 $ 109,534 $ 200,273

Austin 287,659 95,901 191,758

Charlotte 58,343 7,142 65,485

Dallas 16,948 — 16,948

Phoenix 64,073 — 64,073

Tampa 77,238 27,855 49,383

Other markets 26,079 — 26,079

Total segment revenues 798,987 9,021 808,008

Company's share of rental property revenues from unconsolidated joint ventures ( 7,082 ) ( 1,879 ) ( 8,961 )

Total rental property revenues $ 791,905 $ 7,142 $ 799,047

Year Ended December 31, 2022 Office Non-Office Total

Atlanta $ 278,418 $ 1,791 $ 280,209

Austin 249,776 — 249,776

Charlotte 55,312 5,034 60,346

Dallas 16,736 — 16,736

Phoenix 60,397 15,801 44,596

Tampa 70,984 — 70,984

Other markets 28,831 3,931 32,762

Total segment revenues 757,692 10,756 768,448

Company's share of rental property revenues from unconsolidated joint ventures ( 9,215 ) ( 5,722 ) ( 14,937 )

Total rental property revenues $ 748,477 $ 5,034 $ 753,511

Year Ended December 31, 2021 Office Non-Office Total

Atlanta $ 268,953 $ 1,459 $ 270,412

Austin 247,806 — 247,806

Charlotte 59,008 16,844 42,164

Dallas 17,683 3,746 13,937

Phoenix 50,292 — 50,292

Tampa 59,614 — 59,614

Other markets 39,403 5,257 44,660

Total segment revenues 758,440 9,416 767,856

Company's share of rental property revenues from unconsolidated joint ventures ( 22,075 ) ( 6,718 ) ( 28,793 )

Total rental property revenues $ 736,365 $ 2,698 $ 739,063

NOI by reportable segment for the years ended December 31, 2023, 2022, and 2021 are as follows ($ in thousands):

Year Ended December 31, 2023 Office Non-Office Total

Net Operating Income:

Other 35,144 12,108 23,036

Segment Totals $ 846,936 $ 281,789 $ 565,147

Other Non - Office Properties $ 9,501 $ 4,324 $ 5,177

Portfolio Totals $ 856,437 $ 286,113 $ 570,324

Company's share from unconsolidated joint ventures $ ( 12,069 ) $ ( 5,452 )

Termination Fees 3,405 —

Consolidated Totals $ 847,773 $ 280,661

Year Ended December 31, 2023

Rental Property Revenues Rental Property Operating Expenses NOI

Atlanta $ 295,255 $ 101,950 $ 193,305

Austin 259,683 89,580 170,103

Charlotte 43,124 4,743 47,867

Dallas 13,074 — 13,074

Phoenix 44,177 — 44,177

Tampa 74,813 27,880 46,933

Other markets 14,653 — 14,653

Total Net Operating Income $ 525,369 $ 5,725 $ 531,094

Year Ended December 31, 2022 Office Non-Office Total

Net Operating Income:

Atlanta $ 184,609 $ 1,040 $ 185,649

Austin 152,806 — 152,806

Phoenix 60,540 16,363 44,177

Charlotte 58,348 15,224 43,124

Dallas 16,924 3,850 13,074

Phoenix 41,544 — 41,544

Tampa 45,187 — 45,187

Other markets 16,879 2,409 19,288

Total Net Operating Income $ 495,149 $ 7,051 $ 502,200

Year Ended December 31, 2021 Office Non-Office Total

Net Operating Income:

Other 26,081 11,412 14,669

Segment Totals $ 791,644 $ 266,259 $ 525,385

Other Non - Office Properties $ 9,021 $ 3,312 $ 5,709

Portfolio Totals $ 800,665 $ 269,571 $ 531,094

Company's share from unconsolidated joint ventures $ ( 8,961 ) $ ( 3,137 )

Termination Fees 7,343 —

Consolidated Totals $ 799,047 $ 266,434

Year Ended December 31, 2022 Rental Property Revenues Rental Property Operating Expenses NOI

Atlanta $ 277,287 $ 92,678 $ 184,609

Austin 249,790 96,984 152,806

Tampa 70,991 25,803 45,188

Phoenix 56,413 14,869 41,544

Charlotte 55,330 14,096 41,234

Dallas 16,736 3,846 12,890

Phoenix 36,244 — 36,244

Tampa 38,305 — 38,305

Other markets 22,791 3,383 26,174

Total Net Operating Income $ 488,364 $ 5,356 $ 493,720

Other 28,682 11,806 16,876

Segment Totals $ 755,229 $ 260,082 $ 495,147

Other Non - Office Properties $ 10,754 $ 3,701 $ 7,053

Portfolio Totals $ 765,983 $ 263,783 $ 502,200

Company's share from unconsolidated joint ventures $ ( 14,936 ) $ ( 5,412 )

Termination Fees 2,464 —

Consolidated Totals $ 753,511 $ 258,371

The following reconciles Net Income to Net Operating Income for each of the periods presented ($ in thousands):

10 unchanged sentences

Other expenses 2,097 2,128 2,134

Income from unconsolidated joint ventures ( 2,299 ) ( 7,700 ) ( 6,801 )

Loss (income) from unconsolidated joint ventures 2,796 ( 2,299 ) ( 7,700 )

Net operating income from unconsolidated joint ventures 6,617 5,824 9,524

24 unchanged sentences

2019 5 - 40 years

Sail Tower — 64,301 514,276 — — 64,301 514,276 578,577 700 — 2024 5 - 40 years

Terminus 221,000 49,050 410,826 — 61,628 49,050 472,454 521,504 83,879 — 2019 5 - 40 years

Northpark Town Center — 22,350 295,825 — 78,842 22,350 374,667 397,017 120,021 — 2014 5 - 39 years

300 Colorado (e) — 18,354 278,905 ( 49 ) 83,363 18,305 362,268 380,573 31,022 2022 2021 5 - 40 years

Corporate Center (e)

— 2,468 272,148 15,642 76,537 18,110 348,685 366,795 97,023 — 2016 5 - 40 years

300 Colorado (d) — 18,354 278,905 ( 33 ) 47,053 18,321 325,958 344,279 18,155 2022 2021 5 - 40 years

Buckhead Plaza — 35,064 234,111 — 81,210 35,064 315,321 350,385 70,591 — 2016 5 - 40 years

Spring & 8th — 28,131 — 426 301,770 28,557 301,770 330,327 62,658 2015 2015 5 - 40 years

725 Ponce — 20,720 272,226 — 16,615 20,720 288,841 309,561 21,331 — 2021 5 - 40 years

Briarlake Plaza — 33,486 196,915 — 106,066 33,486 302,981 336,467 47,601 — 2019 5 - 40 years

The Terrace — 27,360 247,226 — 31,244 27,360 278,470 305,830 40,047 — 2019 5 - 40 years

Hayden Ferry — 13,102 262,578 ( 252 ) 59,272 12,850 321,850 334,700 68,825 — 2016 5 - 40 years

Spring & 8th — 28,131 — 426 301,791 28,557 301,791 330,348 73,571 2015 2015 5 - 40 years

The Terrace — 27,360 247,226 — 42,754 27,360 289,980 317,340 50,328 — 2019 5 - 40 years

725 Ponce — 20,720 272,226 — 14,817 20,720 287,043 307,763 30,202 — 2021 5 - 40 years

Vantage South End — 49,723 249,581 — 11 49,723 249,592 299,315 861 — 2024 5 - 40 years

Charlotte, NC

One Eleven Congress — 33,841 201,707 — 62,174 33,841 263,881 297,722 62,864 — 2016 5 - 40 years

San Jacinto Center — 34,068 176,535 ( 579 ) 50,180 33,489 226,715 260,204 50,209 — 2016 5 - 40 years

Continued on next page

3344 Peachtree $ — $ 16,110 $ 176,153 $ — $ 42,804 $ 16,110 $ 218,957 $ 235,067 $ 57,415 — 2016 5 - 40 years

1 unchanged sentence

Charlotte, NC

Continued on next page

Promenade Tower — 13,439 102,790 — 114,789 13,439 217,579 231,018 71,888 — 2011 5 - 34 years

The RailYard — 22,831 178,323 — 1,938 22,831 180,261 203,092 24,822 — 2020 5 - 40 years

Charlotte, NC

Promenade Tower — 13,439 102,790 — 77,189 13,439 179,979 193,418 63,977 — 2011 5 - 34 years

Avalon — 9,952 — 73 181,342 10,025 181,342 191,367 36,671 2016 2016 5 - 40 years

100 Mill — 13,156 — 5 173,434 13,161 173,434 186,595 12,650 2022 2022 5 - 40 years

3350 Peachtree — 16,836 108,177 — 69,679 16,836 177,856 194,692 31,341 — 2016 5 - 40 years

Promenade Central — 19,495 62,836 — 106,878 19,495 169,714 189,209 16,534 2022 2019 5 - 40 years

Heights Union — 9,545 123,944 — 21,067 9,545 145,011 154,556 11,565 — 2021 5 - 40 years

100 Mill — 13,156 — 5 175,314 13,161 175,314 188,475 21,840 2022 2022 5 - 40 years

Avalon — 9,952 — 73 175,935 10,025 175,935 185,960 36,751 2016 2016 5 - 40 years

Colorado Tower (e)

104,080 1,600 — 20,525 133,012 22,125 133,012 155,137 53,786 2013 2013 5 - 30 years

Heights Union — 9,545 123,944 — 21,332 9,545 145,276 154,821 17,411 — 2021 5 - 40 years

Legacy Union One — 13,049 128,740 — 231 13,049 128,971 142,020 27,214 — 2019 5 - 40 years

Tempe Gateway — 5,893 95,130 — 33,845 5,893 128,975 134,868 25,164 — 2016 5 - 40 years

550 South — 51 115,238 — 8,734 51 123,972 124,023 29,176 — 2016 5 - 40 years

550 South (e) — 51 115,238 — 7,939 51 123,177 123,228 31,445 — 2016 5 - 40 years

Charlotte, NC

3 unchanged sentences

111 West Rio — 6,076 56,647 ( 127 ) 19,115 5,949 75,762 81,711 23,540 2017 2017 5 - 40 years

Continued on next page

The Pointe $ — $ 9,404 $ 54,694 $ — $ 15,594 $ 9,404 $ 70,288 $ 79,692 $ 17,295 0 2016 5 - 40 years

1 unchanged sentence

Research Park V — 4,373 — 801 43,945 5,174 43,945 49,119 16,976 2014 1998 5 - 30 years

Continued on next page

Meridian Mark Plaza — 2,219 — — 25,717 2,219 25,717 27,936 18,704 1997 1997 5 - 30 years

1 unchanged sentence

Total Operating Properties 447,882 758,728 6,067,261 44,627 2,542,232 803,355 8,609,493 9,412,848 1,627,251

PROJECTS UNDER DEVELOPMENT

Domain 9 — 16,640 — — 116,244 16,640 116,244 132,884 — — 2018

Total Projects Under Development — 16,640 — — 116,244 16,640 116,244 132,884 —

South End Station — 28,134 — — — 28,134 — 28,134 — — 2020

Charlotte, NC

887 West Peachtree (f)

— 11,883 — 14,429 — 26,312 — 26,312 — — 2019

887 West Peachtree — 26,312 — — — 26,312 — 26,312 — — 2019

Legacy Union 2 & 3 — 22,724 — — — 22,724 — 22,724 — — 2019

26 unchanged sentences

Cost of real estate sold — ( 3,700 ) — — — —

Amortization of right-of-use ground lease assets ( 300 ) — — — — —

Write off of fully depreciated assets ( 47,893 ) ( 42,689 ) ( 62,737 ) ( 47,893 ) ( 42,689 ) ( 62,737 )

1 unchanged sentence

Balance at end of period $ 9,567,574 $ 8,392,111 $ 8,087,846 $ 1,627,251 $ 1,329,406 $ 1,079,662

(b) The aggregate cost for federal income tax purposes, net of depreciation, was $ 5.7 billion (unaudited) at December 31, 2023.

(b) The aggregate cost for federal income tax purposes, net of tax depreciation, was $ 6.6 billion (unaudited) at December 31, 2024.

Leasehold improvements and other capitalized leasing costs are depreciated over the life of the asset or the term of the lease, whichever is shorter.

(d) Subsequent to the 2019 acquisition, the Company completed development of Domain 10 in 2021 and Domain 12 in 2020.

(d) Subsequent to the 2019 acquisition of The Domain, the Company completed development of Domain 9 in 2024, Domain 10 in 2021, and Domain 12 in 2020.

(e) Some or all of the land at these properties is controlled under an operating ground lease.

The Company's Land and Improvements assets are reduced over time by the amortization of the right-of-use assets related to these ground leases.

(f) Some of the land at this property is controlled under a financing ground lease.

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 9A. Controls and Procedures