COUSINS PROPERTIES INC 10-K

Item 9A. Controls and Procedures We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Management necessarily applied judgment in assessing the costs and benefits of such controls and procedures, which, by their nature, can provide only reasonable assurance regarding our control objectives. As of the end of the period covered by this annual report, we carried out an evaluation, under the supervision and with the participation of management, including the Chief Executive Officer along with the Chief Financial Officer, of the effectiveness, design, and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)). Based upon the foregoing, the Chief Executive Officer along with the Chief Financial Officer concluded that our disclosure controls and procedures were effective. In addition, based on such evaluation we have identified no changes in our internal control over financial reporting that occurred during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Report of Management on Internal Control over Financial Reporting Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with GAAP. Internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements. Management, under the supervision of and with the participation of the Chief Executive Officer and the Chief Financial Officer, assessed the effectiveness of our internal control over financial reporting as of December 31, 2024. The framework on which the assessment was based is described in “Internal Control – Integrated Framework” (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, we concluded that we maintained effective internal control over financial reporting as of December 31, 2024. Deloitte & Touche LLP, our independent registered public accounting firm, issued an opinion on the effectiveness of our internal control over financial reporting as of December 31, 2024, which follows this report of management. 43 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and Board of Directors of Cousins Properties Incorporated Opinion on Internal Control over Financial Reporting We have audited the internal control over financial reporting of Cousins Properties Incorporated and subsidiaries (the “Company”) as of December 31, 2024, 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, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2024, of the Company and our report dated February 6, 2025, expressed an unqualified opinion on those consolidated financial statements. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Report of Management on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. 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. /s/ Deloitte & Touche LLP Atlanta, Georgia February 6, 2025 44 Table of Contents PART III Item 10. Directors, Executive Officers and Corporate Governance The information required by Items 401, 405, 406, and 407 of Regulation S-K is presented in Item X in Part I of this report and is included under the captions “Proposal 1 - Election of Directors” and “Delinquent Section 16(a) Reports” in the Proxy Statement relating to the 2025 Annual Meeting of the Registrant’s Stockholders and is incorporated herein by reference. The Company has the Code of Business Conduct and Ethics, which is applicable to its Board of Directors and all of its employees. The Code of Business Conduct and Ethics is publicly available on the “Investor Relations” page of its website site at www.cousins.com . Section 1 of the Code of Business Conduct and Ethics applies to the Company’s senior executive and financial officers and is a “code of ethics” as defined by applicable SEC rules and regulations. If the Company makes any amendments to the Code of Business Conduct and Ethics other than technical, administrative, or other non-substantive amendments or grants any waivers, including implicit waivers, from a provision of the Code of Business Conduct and Ethics to the Company’s senior executive or financial officers, the Company will disclose on its website the nature of the amendment or waiver, its effective date, and to whom it applies. Item 11. Executive Compensation The information required by Items 402 and 407 of Regulation S-K is included under the captions “Executive Compensation,” “Director Compensation,” and "Compensation Committee Interlocks and Insider Participation " in the Proxy Statement relating to the 2025 Annual Meeting of the Registrant’s Stockholders and is incorporated herein by reference. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information under the captions “Beneficial Ownership of Common Stock” and "Equity Compensation Plan Information" in the Proxy Statement relating to the 2025 Annual Meeting of the Registrant’s Stockholders is incorporated herein by reference. Item 13. Certain Relationships and Related Transactions, and Director Independence The information under the caption “Certain Transactions” and “Director Independence” in the Proxy Statement relating to the 2025 Annual Meeting of the Registrant’s Stockholders is incorporated herein by reference. Item 14. Principal Accountant Fees and Services The information under the caption “Summary of Fees to Independent Registered Public Accounting Firm” in the Proxy Statement relating to the 2025 Annual Meeting of the Registrant’s Stockholders has fee information for fiscal years 2024 and 2023 and is incorporated herein by reference. 45 Table of Contents PART IV Item 15. Exhibits and Financial Statement Schedules (a) 1. Financial Statements A. The following consolidated financial statements of the Registrant, together with the applicable report of independent registered public accounting firm, are filed as a part of this report: Page Number Report of Independent Registered Public Accounting Firm (PCAOB ID No. 34) F-2 Consolidated Balance Sheets—December 31, 2024 and 2023 F-4 Consolidated Statements of Operations for the Years Ended December 31, 2024, 2023, and 2022 F-5 Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2024, 2023, and 2022 F-6 Consolidated Statements of Equity for the Years Ended December 31, 2024, 2023, and 2022 F-7 Consolidated Statements of Cash Flows for the Years Ended December 31, 2024, 2023, and 2022 F-8 Notes to Consolidated Financial Statements F-9 2. Financial Statement Schedule The following financial statement schedule for the Registrant is filed as a part of this report: Page Number A. Schedule III—Real Estate and Accumulated Depreciation—December 31, 2024 S-1 through S-4 NOTE: Other schedules are omitted because of the absence of conditions under which they are required or because the required information is given in the financial statements or notes thereto. (b) Exhibits 3.1 Restated and Amended Articles of Incorporation of the Registrant, as amended August 9, 1999, filed as Exhibit 3.1 to the Registrant’s Form 10-Q for the quarter ended June 30, 2002, and incorporated herein by reference. 3.1.1 Articles of Amendment to Restated and Amended Articles of Incorporation of the Registrant, as amended July 22, 2003, filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on July 23, 2003, and incorporated herein by reference. 3.1.2 Articles of Amendment to Restated and Amended Articles of Incorporation of the Registrant, as amended December 15, 2004, filed as Exhibit 3(a)(i) to the Registrant’s Form 10-K for the year ended December 31, 2004, and incorporated herein by reference. 3.1.3 Articles of Amendment to Restated and Amended Articles of Incorporation of the Registrant, dated May 4, 2010, filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on May 10, 2010, and incorporated herein by reference. 3.1.4 Articles of Amendment to Restated and Amended Articles of Incorporation of the Registrant, as amended May 9, 2014, filed as Exhibit 3.1.4 to the Registrant’s Form 10-Q for the quarter ended June 30, 2014, and incorporated herein by reference. 3.1.5 Articles of Amendment to Restated and Amended Articles of Incorporation of the Registrant, as amended October 6, 2016, filed as Exhibit 3.1 and 3.1.1 to the Registrant's Current Form on Form 8-K filed on October 7, 2016, and incorporated herein by reference. 3.1.6 Articles of Amendment to Restated and Amended Articles of Incorporation of the Registrant, filed as Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed on June 14, 2019, and incorporated herein by reference. 3.1.7 Articles of Amendment to Restated and Amended Articles of Incorporation of the Registrant, filed as Exhibit 3.2 to the Registrant's Current Report on Form 8-K filed on June 14, 2019, and incorporated herein by reference. 3.2 Bylaws of the Registrant, as amended and restated July 25, 2023, filed as Exhibit 3.2.2 to the Registrant’s Form 10-Q for the quarter ended June 30, 2023, and incorporated herein by reference. 46 Table of Contents 4.1 Master Purchase Agreement, dated as of April 19, 2017, by and among the Registrant, Cousins Properties LP, and the purchasers of certain unsecured senior notes (the "Master Note Purchase Agreement"), filed as Exhibit 4.1 to the Registrant's 10-Q filed for the quarter ended June 30, 2019, and incorporated herein by reference. 4.2 Cousins Properties Incorporated, Cousins Properties LP, First Supplement to Master Note Purchase Agreement, dated as of June 12, 2019, filed as Exhibit 4.2 to the Registrant’s 10-Q filed for the quarter ended June 30, 2019, and incorporated herein by reference. 4.3 Guaranty Agreement, dated as of April 19, 2017 (as amended, modified, or supplemented from time to time, the "Guaranty Agreement") incorporated by reference to Exhibit A of Exhibit 4.1 above, filed as Exhibit 4.1 above, filed as Exhibit 4.3 to the Registrant's 10-Q filed for the quarter ended June 30, 2019, and incorporated herein by reference. 4.4 Form of Senior Unsecured Notes incorporated by reference to Schedule 1-A and 1-B of Exhibit 4.1 above, filed as Exhibit 4.4 to the Registrant's 10-Q filed for the quarter ended June 30, 2019, and incorporated herein by reference. 4.5 Form of Senior Unsecured Notes incorporated by reference to Schedule 1-A, 1-B, and 1-C of Exhibit 4.2 above, filed as Exhibit 4.5 to the Registrant's 10-Q filed for the quarter ended June 30, 2019, and incorporated herein by reference. 4.6 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. 4.7 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). 4.8 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. 4.9 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). 4.10 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. 4.11 Form of 5.375% Senior Notes due 2032 (included in Exhibit 4.10). 10(a)(i)* 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. 10(a)(ii)* Form of New Change in Control Severance Agreement, filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on January 7, 2011, and incorporated herein by reference. 10(a)(iii)* Form of Amendment Number Two to Change in Control Severance Agreement, filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on January 7, 2011, and incorporated herein by reference. 10(a)(iv)* Form of Amendment Number One to Change in Control Severance Agreement, filed as Exhibit 10(a)(xxxvi) to the Registrant's Form 10-K for the year ended December 31, 2015, and incorporated herein by reference. 10(a)(v)* Form of New Change in Control Severance Agreement, filed as Exhibit 10.1 to the Registrant's Current Report on Form 10-Q filed for the quarter ended June 30, 2017, and incorporated herein by reference. 10(a)(vi)* Form of Amendment Number One to Change in Control Severance Agreement, filed as Exhibit 10.2 to the Registrant's Current Report on Form 10-Q filed for the quarter ended June 30, 2017, and incorporated herein by reference. 10(a)(vii)* Cousins Properties Incorporated 2019 Omnibus Incentive Stock Plan, filed as Exhibit 10.1 to the Registrant's Form 10-Q filed for the quarter ended March 31, 2019, and incorporated herein by reference. 47 Table of Contents 10(a)(viii)* Cousins Properties Incorporated 2019 Omnibus Incentive Stock Plan — Restricted Stock Unit Award Agreement, filed as Exhibit 10(a)(xxxvii) to the Registrant's Annual Report on Form 10-K filed for the year ended December 31, 2019, and incorporated herein by reference. 10(a)(ix) * Cousins Properties Incorporated 2019 Omnibus Incentive Stock Plan — Director Stock Grant Certificate, filed as Exhibit 10(a)(xl) to the Registrant's Form 10-Q filed for the quarter ended March 31, 2020 and incorporated herein by reference. 10(a)(x)* Cousins Properties Incorporated 2019 Omnibus Incentive Stock Plan — Stock Grant Certificate, filed as Exhibit 10(a)(xxxii) to the Registrant's Form 10-K filed for the year ended December 31, 2021. 10(a)(xi)* Cousins Properties Incorporated 2019 Omnibus Incentive Stock Plan — Restricted Stock Unit Certificate, filed as Exhibit 10(a)(xxxiii) to the Registrant's Form 10-K filed for the year ended December 31, 2021. 10(a)(xii)* Cousins Properties Incorporated 2019 Omnibus Incentive Stock Plan — Director Stock Grant Certificate, filed as Exhibit 10(a)(xxxiv) to the Registrant's Form 10-K filed for the year ended December 31, 2021. 10(a)(xiii)* Cousins Properties Incorporated 2021 Employee Stock Purchase Plan, filed as Exhibit 10(a)(xxxv) to the Registrant's Form 8-K filed on November 1, 2021 and incorporated herein by reference. 10(a)(xiv)* Amendment Number One to the Cousins Properties Incorporated 2019 Omnibus Incentive Stock Plan, filed as Exhibit 10(a)(xxxvi) to the Registrant's Form 10-K filed for the year ended December 31, 2021. 10(b) Form of Indemnification Agreement, filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated June 18, 2007, and incorporated herein by reference. 10(c) Agreement of Limited Partnership of Cousins Properties LP., filed as Exhibit 10.1 to the Registrant's Current Form on Form 8-K filed on October 7, 2016, and incorporated herein by reference. 10(d) Retirement Agreement and General Release for Lawrence L. Gellerstedt, Executive Chairman of the Board, filed as Exhibit 10(b) to the Registrant's Form 10-Q filed for the quarter ended March 31, 2020, and incorporated herein by reference. 10(e) Amended and Restated Term Loan Agreement, dated June 28, 2021, by and among the Registrant, Cousins Properties LP, J.P. Morgan Chase Bank, N.A., Bank of America, N.A., PNC Bank, National Association, Truist Bank, and the other parties thereto, filed as Exhibit 10.1 to the Registrant's Form 10-Q filed for the quarter ended June 30, 2021, and incorporated herein by reference. 10(f)(i) Equity Distribution Agreement, dated August 3, 2021, between Cousins Properties Incorporated, Cousin Properties LP 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 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 1.1 to the Registrant's Current Form 8-K filed on August 3, 2021, and incorporated herein by reference. 10(f)(ii) Amendment to Equity Distribution Agreement, dated as of February 17, 2023, 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 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 1.2 to the Registrant's Current Report on Form 8-K filed on February 17, 2023, and incorporated herein by reference. 10(f)(iii) 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. 48 Table of Contents 10 (g) 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 Syndication Agent; Bank of America, N.A., as Administrative Agent; Truist Bank, PNC Bank, National Association, Morgan Stanley Senior Funding, Inc., and U.S. Bank National Association, as Documentation Agents; J.P. Morgan Chase Bank, N.A., BofA Securities, Inc., Truist Securities, Inc. 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. 10( h ) 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. Bank National Association, Wells Fargo Bank, National Association, and TD Bank, National Association, as Documentation Agents, and the Other Lenders Party Hereto BofA Securities, Inc. and J.P. Morgan Securities LLC, as Co-Sustainability Structuring Agents J.P. Morgan Chase Bank, N.A., BofA Securities, Inc. and Truist Securities, Inc., as Joint Lead Arrangers and Joint Bookrunners, filed as Exhibit 10(g) to the Registrant's Current Report on Form 8-K filed on May 2, 2022, and incorporated herein by reference. 10 (i) First Amendment to Amended and Restated Term Loan Agreement, dated as of September 19, 2022, among Cousins Properties LP, as the Borrower; Cousins Properties Incorporated, as the Parent and a Guarantor; JPMorgan Chase Bank, N.A., as Syndication Agent; Bank of America, N.A., as the Administrative Agent; PNC Bank, National Association and Truist Bank, as Co-Documentation Agents; 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. 19† Insider Trading Policy. 21† Subsidiaries of the Registrant. 22† Subsidiary Issuer of Guaranteed Securities. 23† Consent of Independent Registered Public Accounting Firm. 31.1† Certification of the Chief Executive Officer Pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2† Certification of the Chief Financial Officer Pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1† Certification of the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2† Certification of the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 97 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): (i) the consolidated balance sheets, (ii) the consolidated statements of operations, (iii) the consolidated statements of equity, (iv) the consolidated statements of cash flows, and (v) the notes to consolidated financial statements. 104† Cover Page Interactive Data File. * Indicates a management contract or compensatory plan or arrangement. † Filed herewith. 49 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Cousins Properties Incorporated (Registrant) Dated: February 6, 2025 BY: /s/ Gregg D. Adzema Gregg D. Adzema Executive Vice President and Chief Financial Officer (Duly Authorized Officer and Principal Financial Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated. Signature Capacity Date /s/ M. Colin Connolly Chief Executive Officer, President, and Director February 6, 2025 M. Colin Connolly (Principal Executive Officer) /s/ Gregg D. Adzema Executive Vice President and Chief Financial Officer February 6, 2025 Gregg D. Adzema (Principal Financial Officer) /s/ Jeffrey D. Symes Senior Vice President and Chief Accounting Officer February 6, 2025 Jeffrey D. Symes (Principal Accounting Officer) /s/ Charles T. Cannada Director February 6, 2025 Charles T. Cannada /s/ Robert M. Chapman Chairman of the Board and Director February 6, 2025 Robert M. Chapman /s/ Scott W. Fordham Director February 6, 2025 Scott W. Fordham /s/ Lillian C. Giornelli Director February 6, 2025 Lillian C. Giornelli /s/ R. Kent Griffin, Jr. Director February 6, 2025 R. Kent Griffin, Jr. /s/ Donna W. Hyland Director February 6, 2025 Donna W. Hyland /s/ Dionne Nelson Director February 6, 2025 Dionne Nelson /s/ R. Dary Stone Director February 6, 2025 R. Dary Stone 50 Table of Contents INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Cousins Properties Incorporated Page Report of Independent Registered Public Accounting Firm (PCAOB ID No. 34 ) F- 2 Consolidated Balance Sheets—December 31, 2024 and 2023 F- 4 Consolidated Statements of Operations for the Years Ended December 31, 2024, 2023, and 2022 F- 5 Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2024, 2023, and 2022 F-6 Consolidated Statements of Equity for the Years Ended December 31, 2024, 2023, and 2022 F- 7 Consolidated Statements of Cash Flows for the Years Ended December 31, 2024, 2023, and 2022 F- 8 Notes to Consolidated Financial Statements F- 9 F-1 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and the Board of Directors of Cousins Properties Incorporated Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Cousins Properties Incorporated and subsidiaries (the "Company") as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income, equity, and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and the financial statement schedule listed in the Index at Item 15 (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 6, 2025, expressed an unqualified opinion on the Company's internal control over financial reporting. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Revenue Recognition - Refer to Note 2 to the financial statements Critical Audit Matter Description Rental property revenues are derived from operating leases to tenants. The Company recognizes fixed lease payments, which excludes certain rental property revenue such as percentage rent and revenue related to the recovery of certain operating expenses from tenants, on a straight-line basis over the term of the lease. The timing and amount of rental revenue recognition is largely dependent on whether the Company is the owner of tenant improvements at the leased property. In determining whether the Company or the tenant owns such tenant improvements, management of the Company considers a number of factors, including, among other things: (1) whether the tenant is obligated by the terms of the lease agreement to construct or install the leasehold improvements; (2) whether the landlord can require the lessee to make specified improvements or otherwise enforce its economic rights to those assets; (3) whether the tenant is permitted to alter or remove the leasehold improvements without the landlord’s consent or without compensating the landlord for any lost utility or diminution in fair value; (4) whether the tenant is required to provide the landlord with documentation supporting the cost of tenant improvements prior to reimbursement by the landlord; (5) whether the Company is obligated to fund cost overruns for the construction of leasehold improvements; (6) whether the leasehold improvements are unique to the tenant or could reasonably be used by other parties; and (7) whether the economic life of the leasehold improvements is such that a significant residual value of the assets is expected to accrue to the benefit of the landlord at the end of the lease terms. The determination of whether the Company or its tenant owns the tenant improvements and the timing and amount of revenue recognition requires the exercise of significant judgment by management based on the facts and circumstances of the specific lease arrangement and is not based on any one factor. Auditing management’s conclusions with respect to these matters often is complex and requires subjective judgment. F-2 Table of Contents How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to management’s determination of the owner of the tenant improvements and the related impact on the timing and amount of revenue recognition, included the following, among others: • We tested the effectiveness of controls over revenue recognition, including the determination of the owner of tenant improvements and the timing and amounts of rental revenues to be recognized over the term of the related lease. • We selected a sample of lease agreements signed in the current year and performed the following to evaluate the appropriateness of management’s conclusions regarding the owner of the tenant improvements and the timing and amount of revenue recognition: ◦ Evaluated the reasonableness and consistency of the factors considered by management to determine the owner of the tenant improvements and compared such factors to the terms in the lease agreement or other supporting documents. ◦ Tested tenant improvement costs (including the amounts funded by the Company or the tenant) by reconciling the amounts recorded by the Company to invoices or other supporting documents and evaluated whether the costs were consistent with the terms of the lease agreement and the Company’s ownership determination. ◦ Tested the timing and amounts recognized as rental property revenues, including any amortization of deferred revenue or lease incentives, by independently calculating such rental revenue amounts to be recognized and comparing it to the amounts recorded by the Company. /s/ Deloitte & Touche LLP Atlanta, Georgia February 6, 2025 We have served as the Company's auditor since 2002. F-3 Table of Contents COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In thousands, except share and per share amounts) December 31, 2024 2023 Assets: Real estate assets: Operating properties, net of accumulated depreciation of $ 1,627,251 and $ 1,329,406 in 2024 and 2023, respectively $ 7,785,597 $ 6,775,093 Projects under development — 132,884 Land 154,726 154,728 7,940,323 7,062,705 Cash and cash equivalents 7,349 6,047 Investments in real estate debt, at fair value 167,219 — Accounts receivable 11,491 11,109 Deferred rents receivable 232,078 209,370 Investment in unconsolidated joint ventures 185,478 143,831 Intangible assets, net 171,989 110,667 Other assets, net 86,219 90,745 Total assets $ 8,802,146 $ 7,634,474 Liabilities: Notes payable $ 3,095,666 $ 2,457,627 Accounts payable and accrued expenses 337,248 299,767 Deferred income 277,132 181,744 Intangible liabilities, net 111,221 42,193 Other liabilities 110,712 104,830 Total liabilities 3,931,979 3,086,161 Commitments and contingencies Equity: Stockholders' investment: Common stock, $ 1 par value per share, 300,000,000 shares authorized, 167,660,480 and 154,335,798 issued, and 167,660,480 and 151,799,215 outstanding in 2024 and 2023, respectively 167,660 154,336 Additional paid-in capital 5,959,670 5,638,709 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 (loss) ( 105 ) 2,192 Total stockholders' investment 4,846,678 4,524,151 Nonredeemable noncontrolling interests 23,489 24,162 Total equity 4,870,167 4,548,313 Total liabilities and equity $ 8,802,146 $ 7,634,474 See notes to consolidated financial statements. F-4 Table of Contents COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share amounts) Year Ended December 31, 2024 2023 2022 Revenues: Rental property revenues $ 847,773 $ 799,047 $ 753,511 Fee income 1,761 1,373 6,119 Other 7,224 2,454 2,660 856,758 802,874 762,290 Expenses: Rental property operating expenses 280,661 266,434 258,371 Reimbursed expenses 634 608 2,024 General and administrative expenses 36,566 32,331 28,319 Interest expense 122,476 105,463 72,537 Depreciation and amortization 365,045 314,897 295,587 Other 2,097 2,128 2,134 807,479 721,861 658,972 Income (loss) from unconsolidated joint ventures ( 2,796 ) 2,299 7,700 Gain on sales of investments in unconsolidated joint ventures — — 56,267 Gain (loss) on investment property transactions 98 504 ( 9 ) Gain on extinguishment of debt — — 169 Net income 46,581 83,816 167,445 Net income attributable to noncontrolling interests ( 619 ) ( 853 ) ( 652 ) Net income available to common stockholders $ 45,962 $ 82,963 $ 166,793 Net income per common share — basic and diluted $ 0.30 $ 0.55 $ 1.11 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 See notes to consolidated financial statements. F-5 Table of Contents COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In thousands) Year Ended December 31, 2024 2023 2022 Comprehensive income: Net income available to common stockholders $ 45,962 $ 82,963 $ 166,793 Other comprehensive income: Unrealized gains on cash flow hedges 2,935 4,357 1,063 Amortization of cash flow hedges ( 5,232 ) ( 3,932 ) 704 Total other comprehensive income (loss) ( 2,297 ) 425 1,767 Total comprehensive income $ 43,665 $ 83,388 $ 168,560 See notes to consolidated financial statements. F-6 Table of Contents COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EQUITY (In thousands, except per share data) Common Stock Additional Paid-In Capital Treasury Stock Distributions in Excess of Cumulative Net Income Accumulated Other Comprehensive Income (Loss) Stockholders’ Investment Nonredeemable Noncontrolling Interests Total Equity Balance December 31, 2021 $ 151,273 $ 5,549,308 $ ( 148,473 ) $ ( 985,338 ) $ — $ 4,566,770 $ 33,630 $ 4,600,400 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 Amortization of stock based compensation, net of forfeitures ( 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 Distributions to noncontrolling interests — — — — — — ( 114 ) ( 114 ) Common dividends ($ 1.28 per share) — — — ( 194,747 ) — ( 194,747 ) — ( 194,747 ) Balance December 31, 2022 154,019 5,630,327 ( 147,157 ) ( 1,013,292 ) 1,767 4,625,664 21,285 4,646,949 Net income — — — 82,963 — 82,963 853 83,816 Other comprehensive income — — — — 425 425 — 425 Common stock issued pursuant to stock based compensation 320 ( 1,845 ) 1,461 — — ( 64 ) — ( 64 ) Amortization of stock based compensation, net of forfeitures ( 3 ) 10,227 — — — 10,224 — 10,224 Contributions from noncontrolling interests — — — — — — 3,115 3,115 Distributions to noncontrolling interests — — — — — — ( 1,091 ) ( 1,091 ) Common dividends ($ 1.28 per share) — — — ( 195,061 ) — ( 195,061 ) — ( 195,061 ) Balance December 31, 2023 154,336 5,638,709 ( 145,696 ) ( 1,125,390 ) 2,192 4,524,151 24,162 4,548,313 Net income — — — 45,962 — 45,962 619 46,581 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 ) Amortization of stock based compensation, net of forfeitures — 13,161 — — — 13,161 — 13,161 Retirement of Treasury Stock ( 2,537 ) ( 143,159 ) 145,696 — — — — — Contributions from noncontrolling interests — — — — — — 24 24 Distributions to noncontrolling interests — — — — — — ( 1,316 ) ( 1,316 ) Common dividends ($ 1.28 per share) — — — ( 201,119 ) — ( 201,119 ) — ( 201,119 ) Balance December 31, 2024 $ 167,660 $ 5,959,670 $ — $ ( 1,280,547 ) $ ( 105 ) $ 4,846,678 $ 23,489 $ 4,870,167 See notes to consolidated financial statements. F-7 Table of Contents COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) Year Ended December 31, 2024 2023 2022 CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 46,581 $ 83,816 $ 167,445 Adjustments to reconcile net income to net cash provided by operating activities: Gain on sales of investment in unconsolidated joint ventures — — ( 56,267 ) Loss (gain) on investment property transactions ( 98 ) ( 504 ) 9 Depreciation and amortization 365,045 314,897 295,587 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 Effect of non-cash adjustments to rental revenues ( 58,591 ) ( 48,068 ) ( 41,731 ) Income from unconsolidated joint ventures 2,796 ( 2,299 ) ( 7,700 ) Operating distributions from unconsolidated joint ventures 3,611 3,664 5,399 Loss on extinguishment of debt — — ( 169 ) Changes in other operating assets and liabilities, net of acquisitions: Change in receivables and other assets, net ( 2,130 ) ( 7,725 ) 1,723 Change in operating liabilities, net 24,204 8,473 ( 9,169 ) Net cash provided by operating activities 400,233 368,362 365,166 CASH FLOWS FROM INVESTING ACTIVITIES: 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 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from credit facility 1,448,300 382,900 428,700 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 Repayment of term loans ( 100,000 ) — — Proceeds from mortgages — — 42,118 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 ) Issuance of common stock 468,004 — 103,120 Proceeds from sale of treasury stock — 443 514 Common dividends paid ( 195,413 ) ( 194,348 ) ( 192,275 ) Contributions from noncontrolling interests 24 3,115 2,866 Distributions to noncontrolling interests ( 1,351 ) ( 1,091 ) ( 114 ) Acquisition of partner's noncontrolling interest — — ( 43,387 ) 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 F-8 Table of Contents COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION Description of Business: Cousins Properties Incorporated (“Cousins”), a Georgia corporation, is a fully integrated, self-administered, and self-managed real estate investment trust (“REIT”). Cousins conducts substantially all of its business through Cousins Properties LP ("CPLP"). Cousins owns in excess of 99 % of CPLP and consolidates CPLP. CPLP wholly owns Cousins TRS Services LLC ("CTRS") a taxable entity which owns and manages its own real estate portfolio and performs certain real estate-related services. Cousins, CPLP, CTRS, and their subsidiaries (collectively, the “Company”) develop, acquire, lease, manage, and own primarily Class A office properties and opportunistic mixed-use developments in the Sun Belt markets of the United States with a focus on Atlanta, Austin, Tampa, Charlotte, Phoenix, Dallas, and Nashville. Cousins has elected to be taxed as a REIT and intends to, among other things, distribute at least 100 % of its net taxable income to stockholders, thereby eliminating any liability for federal income taxes under current law. Therefore, the results included herein do not include a federal income tax provision for Cousins. As of December 31, 2024, the Company’s portfolio of real estate assets consisted of interests in 20.6 million square feet of office space and 467,000 square feet of other space. Basis of Presentation: The consolidated financial statements include the accounts of the Company and its consolidated partnerships and wholly-owned subsidiaries. Intercompany transactions and balances have been eliminated in consolidation. The Company presents its financial statements in accordance with accounting principles generally accepted in the United States (“GAAP”) as outlined in the Financial Accounting Standard Board’s Accounting Standards Codification (the “Codification” or “ASC”). The Codification is the single source of authoritative accounting principles applied by nongovernmental entities in the preparation of financial statements in conformity with GAAP. The Company evaluates all partnerships, joint ventures, and other arrangements with variable interests to determine if the entity or arrangement qualifies as a variable interest entity (“VIE”) as defined in the Codification. If the entity or arrangement qualifies as a VIE and the Company is determined to be the primary beneficiary, the Company is required to consolidate the assets, liabilities, and results of operations of the VIE. The Company had no investments or interests in any VIEs a s of December 31, 2024 or 2023 . 2. SIGNIFICANT ACCOUNTING POLICIES Real Estate Assets Cost Capitalization: Costs related to planning, developing, leasing, and constructing a property, including costs of personnel working directly on projects under development or redevelopment, are capitalized. In addition, the Company capitalizes interest to qualifying assets under development or redevelopment based on average accumulated expenditures outstanding during the period. In capitalizing interest to qualifying assets, the Company uses the interest incurred on specific project debt, if any. If there is no specific project debt, the Company uses its weighted average interest rate for non-project specific debt. The Company also capitalizes interest to investments in entities accounted for under the equity method when the entity has property under development or redevelopment with a carrying value in excess of the entity’s borrowings. To the extent debt exists within an unconsolidated joint venture during the construction period, the venture capitalizes interest on that venture-specific debt. 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. 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. The first step in this process is to determine whether an asset is considered to be held-for-investment or held-for-sale, in accordance with accounting guidance. In order to be considered a real estate asset held-for-sale, we 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 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. F-9 Table of Contents In the impairment analysis for assets held-for-investment, we must determine whether there are indicators of impairment. 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: The Company evaluates all real estate acquisitions to determine if the transactions qualify as an acquisition of assets or of a business. 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 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. For asset acquisitions, the Company records the acquired tangible and intangible assets and assumed liabilities based on each asset and liability's relative fair value at the acquisition date to the total purchase price plus capitalized acquisition costs. For acquisitions that are accounted for as an acquisition of a business, the Company records the acquired tangible and intangible assets and assumed liabilities at fair value at the acquisition date, excluding any acquisition costs, which are expensed as incurred. 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 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. The fair value of buildings and improvements, tenant improvements, and leasing costs are based upon current market replacement costs and other relevant market rate information. The fair value of the above-market or below-market component of an acquired lease is based upon the present value (calculated using a market discount rate) of the difference between (i) the contractual rents to be paid pursuant to the lease over its remaining term, and (ii) management’s estimate of the rents that would be paid using fair market rental rates and rent escalations at the date of acquisition over the remaining term of the lease. The amounts recorded for above-market and below-market ground leases are included in intangible liabilities and intangible assets, respectively, and are amortized on a straight-line basis into rental property revenues over the remaining terms of the applicable leases. The fair value of acquired in-place leases is derived based on management’s assessment of lost revenue and costs incurred for the period required to lease the “assumed vacant” property to the occupancy level when purchased. The amount recorded for acquired in-place leases is included in intangible assets and amortized as an increase to depreciation and amortization expense over the remaining term of the applicable leases. F-10 Table of Contents Depreciation and Amortization: Real estate assets are stated at depreciated cost less impairment, if any. 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, 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 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 For joint ventures that the Company does not control, but over which it exercises significant influence, the Company uses the equity method of accounting. The Company's judgment with regard to its level of influence or control of an entity involves consideration of various factors including the form of its ownership interest; its representation in the entity's governance; its ability to participate in policy-making decisions; and the rights of other investors to participate in the decision-making process, to replace the Company as manager, and/or to liquidate the venture. 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. The Company evaluates the recoverability of its investment in unconsolidated joint ventures in accordance with accounting standards for equity investments by first reviewing each investment for any indicators of impairment. If indicators are present, the Company estimates the fair value of the investment. If the carrying value of the investment is greater than the estimated fair value, management makes an assessment of whether the impairment is “temporary” or “other-than-temporary.” In making this assessment, management considers the following: (i) the length of time and the extent to which fair value has been less than cost, (ii) the financial condition and near-term prospects of the entity, and (iii) the Company’s intent and ability to retain its interest long enough for a recovery in market value. 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 The Company consolidates CPLP and certain joint ventures in which it owns a controlling interest. In cases where the entity’s documents do not contain a required redemption clause, the Company records the partner’s share of the entity in the equity section of the balance sheets in nonredeemable noncontrolling interests. In cases where the entity’s documents contain a provision requiring the Company to purchase the partner’s share of the venture at a certain value upon demand or at a future date, if any, the Company records the partner’s share of the entity in redeemable noncontrolling interests on the balance sheets. The outside partners' interests in CPLP are redeemable on a one -for-one basis, upon demand, into shares of common stock of the Company or, at the Company's sole discretion, into the cash equivalent of such share of common stock. Therefore, noncontrolling interests associated with CPLP are considered nonredeemable noncontrolling interests. The noncontrolling partners' share of all consolidated entities' income is reflected in net income attributable to noncontrolling interest on the statements of operations. F-11 Table of Contents Revenue Recognition Rental Property Revenues: The Company recognizes contractual revenues from leases on a straight-line basis over the term of the respective lease. Our leases regularly include allowances for tenant improvements. If we determine the improvements are our assets, we capitalize the cost of the improvements and recognize depreciation expense associated with such improvements over the shorter of the estimated useful life or the term of the lease. If the improvements are tenant assets, we defer the cost of improvements funded by us as a lease incentive asset and amortize it as a reduction of rental revenue over the term of the lease. Our determination of whether improvements are our assets or tenant assets also affects when we commence revenue recognition in connection with a lease. The Company records deferred revenue for the portion of company owned tenant improvements funded by or reimbursed by tenants and amortizes this amount on a straight-line basis into rental income over the term of the related lease. As of December 31, 2024 and 2023, the Company had unamortized deferred income related to tenant-funded tenant improvements of $ 228.4 million and $ 141.0 million, respectively, included in deferred income on the consolidated balance sheets. During 2024, 2023, and 2022, the Company recognized $ 28.4 million, $ 20.0 million, and $ 11.2 million, respectively, in revenues related to the amortization of tenant-funded tenant improvements. Certain leases also provide for percentage rents based upon the level of sales achieved by the lessee. Percentage rents are recognized once the specified sales target is achieved. In addition, leases typically provide for reimbursement of the tenants' share of real estate taxes, insurance, and other operating expenses to the Company. Operating expense reimbursements are recognized as the related expenses are incurred. 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. 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. Fee Income: The Company recognizes development, management, and leasing fees as it satisfies the related performance obligations under the respective contracts. The Company recognizes development and leasing fees received from investments in unconsolidated joint ventures and related salaries and other direct costs incurred by the Company as income and expense based on the percentage of the joint venture which the Company does not own. Correspondingly, the Company adjusts its investment in unconsolidated joint ventures when fees are paid to the Company by a joint venture in which the Company has an ownership interest. Gain on Investment Property Transactions: The Company recognizes a gain on the sale of investment property at the time the buyer obtains control of the investment property. If the Company maintains any continuing involvement with the investment property, that continuing involvement is considered to be one or more additional performance obligations and additional gains or losses will be recognized as these performance obligations are satisfied. When the Company gains control of a previously unconsolidated investment accounted for under the equity method of accounting, it records a gain for the difference between the carrying value of its equity method investment and the fair value of that investment on the date control is gained. Income Taxes The Company has elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”). To qualify as a REIT, the Company must distribute annually at least 90% of its adjusted taxable income, as defined in the Code, to its stockholders and satisfy certain other organizational and operating requirements. It is management’s current intention to adhere to these requirements and maintain the Company's REIT status. As a REIT, the Company generally will not be subject to federal income tax at the corporate level on the taxable income it distributes to its stockholders. If the Company fails to qualify as a REIT in any taxable year, it will be subject to federal income taxes at regular corporate rates and may not be able to qualify as a REIT for four subsequent taxable years. The Company may be subject to certain state and local taxes on its income and property, and to federal income taxes on its undistributed taxable income. CTRS is a C-Corporation for federal income tax purposes and uses the liability method for accounting for income taxes. Tax return positions are recognized in the financial statements when they are “more-likely-than-not” to be sustained upon examination by the taxing authority. Deferred income tax assets and liabilities result from temporary differences. Temporary differences are differences between the tax bases of assets and liabilities and their reported amounts in the financial statements that will result in taxable or deductible amounts in future periods. A valuation allowance may be placed on deferred income tax assets, if it is determined that it is more likely than not that a deferred tax asset may not be realized. F-12 Table of Contents Stock Compensation The Company accounts for stock-based employee compensation using the fair value measurement method. We classify share-based payment awards granted in exchange for employee services as either equity awards or 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). No compensation costs are recognized for awards for which employees do not complete the requisite service period. Derivative Financial Instruments 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 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. Derivatives are carried at fair value on the balance sheet as either other assets or other liabilities. If the hedging instrument is designated as a cash flow hedge and is determined to be highly effective, any gain or loss from changes in the fair value of the hedging instruments are reported as a component of other comprehensive income included in the equity section of the balance sheet. When the forecasted transaction occurs, the effective portion of the gain or loss on the hedge is reclassified from other comprehensive income to interest expense on the income statement. The Company regularly assesses the effectiveness of the hedge relationships between the hedging instrument and the underlying exposure being hedged. The Company also regularly assesses the effectiveness of its risk management strategies and its use of derivative financing instruments. 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 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 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). Shares to be issued under the ESPP are dilutive if the estimated shares to be purchased under the plan based on current enrollment elections exceed the shares assumed to be repurchased under the treasury stock method (using both employee ESPP contributions and related unamortized compensation costs as proceeds). Cash and Cash Equivalents Cash and cash equivalents include unrestricted cash and highly-liquid money market instruments. Highly-liquid money market instruments include securities and repurchase agreements with original maturities of three months or less, money market mutual funds, and United States Treasury Bills with maturities of 30 days or less. Restricted Cash Restricted cash primarily includes escrow accounts held by lenders for reserves or funds to pay real estate taxes, if any. The Company did not have any restricted cash as of December 31, 2024 or 2023. Determination of Fair Values 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 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 F-13 Table of Contents 10). 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. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. 3. REAL ESTATE 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 . F-14 Table of Contents 4. GROUND LEASES 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 %. 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 . 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. The weighted average discount rate used in determining these liabilities associated with ground leases at December 31, 2023 was 4.3 %. Rental payments on these ground leases are adjusted periodically based on either the Consumer Price Index, changes in developed square feet on the underlying leased asset, or on a pre-determined schedule. The monthly payments on a pre-determined schedule are recognized on a straight-line basis over the terms of the respective leases while payments resulting from changes in the Consumer Price Index or future development are reflected in the statement of operations at the time of the change. 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, 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 2025 $ 1,958 2026 2,006 2027 2,010 2028 2,022 2029 2,022 Thereafter 169,268 $ 179,286 Discount ( 129,283 ) Lease liability $ 50,003 F-15 Table of Contents 5. 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 2025 Saint Ann - Pledge of asset Dallas, TX, Office Building 138,000 8.06 % (3) December 2024 $ 167,219 (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. F-16 Table of Contents 6. INVESTMENT IN UNCONSOLIDATED JOINT VENTURES The following information summarizes financial data and principal activities of the Company’s unconsolidated joint ventures. The information included in the following table entitled summary of financial position is as of December 31, 2024 and 2023 ($ in thousands). SUMMARY OF FINANCIAL POSITION Total Assets Total Liabilities Total Equity (Deficit) Company's Investment 2024 2023 2024 2023 2024 2023 2024 2023 Operating Properties: AMCO 120 WT Holdings, LLC $ 74,984 $ 80,694 $ 1,254 $ 2,052 $ 73,730 $ 78,642 $ 13,503 $ 14,506 Crawford Long - CPI, LLC 19,306 22,001 83,571 84,563 ( 64,265 ) ( 62,562 ) ( 31,626 ) (1) ( 31,066 ) (1) 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 — Land: 715 Ponce Holdings LLC 9,442 9,325 57 1 9,385 9,324 4,831 4,782 $ 763,744 $ 589,800 $ 394,826 $ 338,093 $ 368,918 $ 251,707 $ 153,852 $ 112,765 (1) These negative balances are included in deferred income on the consolidated balance sheets. The information included in the summary of operations table is for the years ended December 31, 2024, 2023, and 2022 ($ in thousands). SUMMARY OF OPERATIONS Total Revenues Net Income (Loss) Company's Income (Loss) from Investment 2024 2023 2022 2024 2023 2022 2024 2023 2022 Operating Properties: AMCO 120 WT Holdings, LLC $ 10,947 $ 11,407 $ 10,844 $ 1,450 $ 2,822 $ 3,245 $ 271 $ 562 $ 632 Crawford Long - CPI, LLC 13,371 13,097 13,298 3,047 3,692 4,530 1,393 1,709 2,117 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 ) — — Land: 715 Ponce Holdings LLC 177 268 287 61 177 183 31 88 91 Sold and Other: Carolina Square Holdings LP — — 12,071 — 48 503 — 24 164 HICO Victory Center LP — — 92 — ( 14 ) 6,735 — ( 7 ) 4,546 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 AMCO 120 WT Holdings, LLC ("AMCO") — AMCO is a joint venture between the Company, with a 20 % interest, and affiliates of AMLI Residential, with an 80 % interest, formed to develop, own, and operate 120 West Trinity, a mixed-use property in Decatur, Georgia. The property contains 52,000 square feet of commercial space and 330 apartment units. 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. In May 2023, Crawford Long refinanced the mortgage loan for the Medical Offices at Emory Hospital property. This $ 83.0 million interest-only mortgage loan has a fixed interest rate of 4.80 % and matures in June 2032. 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. F-17 Table of Contents 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. The project consists of 450,000 square feet of commercial space and 542 apartment units. The Company made an initial contribution of $ 35.1 million for its interest in the land and development costs incurred prior to joint venture formation. In addition to the existing assets of the joint venture, Neuhoff also has rights to adjacent parcels for future development. 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. 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 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 715 Ponce Holdings LLC ("715 Ponce") — 715 Ponce is a 50 - 50 joint venture between the Company and 715 Acquisition LLC formed for the purpose of a future development in Midtown Atlanta, Georgia. 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 $ 38,000 and $ 42,000 at December 31, 2024 and 2023, respectively. Sold and Other Joint Ventures Carolina Square Holdings LP ("Carolina Square") — Carolina Square was a 50 - 50 joint venture between the Company and NR 123 Franklin LLC, that owned and operated a mixed-use property in Chapel Hill, North Carolina. In September 2022, the Company sold its 50 % interest in Carolina Square to its partner for a gross sales price of $ 105.0 million. The Company recognized a gain of $ 56.3 million on the sale of its interest in Carolina Square, net of $ 179,000 of state income tax. HICO Victory Center LP ("HICO") — HICO is a joint venture between the Company and Hines Victory Center Associates Limited Partnership ("Hines Victory"), which owned a land parcel in Dallas, Texas. The Company funded 75 % of the cost of land while Hines Victory funded 25 %. Pursuant to the joint venture agreement, all predevelopment expenditures, other than land, were funded equally by the partners. In June 2022, HICO sold the land parcel for a gross price of $ 23.1 million. The Company's share of the $ 6.8 million gain from the transaction was $ 4.5 million and is included in income from unconsolidated joint ventures on the statements of operations. The Company accounted for its investment in HICO under the equity method because it did not control the activities of the venture. 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 . F-18 Table of Contents 7. INTANGIBLE ASSETS AND LIABILITIES At December 31, 2024 and 2023, intangible assets and liabilities included the following ($ in thousands): 2024 2023 Intangible Assets: In-place leases, net of accumulated amortization of $ 135,945 and $ 135,433 in 2024 and 2023, respectively $ 139,704 $ 80,117 Below-market ground leases, net of accumulated amortization of $ 2,572 and $ 2,260 in 2024 and 2023, respectively 16,681 16,992 Above-market leases, net of accumulated amortization of $ 24,190 and $ 24,918 in 2024 and 2023, respectively 13,930 11,884 Goodwill 1,674 1,674 $ 171,989 $ 110,667 Intangible Liabilities: Below-market leases, net of accumulated amortization of $ 56,982 and $ 50,475 in 2024 and 2023 $ 111,221 $ 42,193 For the years ended December 31, 2024, 2023, and 2022, the amortization of the above asset and liabilities are recorded as follows ($ in thousands): 2024 2023 2022 Revenues: Rental property revenues, net (Below-market and Above-market leases) $ 6,142 $ 6,876 $ 6,446 Expenses: Depreciation and amortization (In-place leases) 18,793 21,964 27,458 Rental property operating and other expenses (Below-market ground leases) 318 400 411 Aggregate net amortization expense related to intangible assets and liabilities was $ 13.0 million, $ 15.5 million, and $ 21.4 million for the years ended December 31, 2024, 2023, and 2022, respectively. Over the next five years and thereafter, aggregate amortization of these intangible assets and liabilities is anticipated to be as follows ($ in thousands): In-Place Leases Below-Market Ground Leases Above-Market Leases Below-Market Leases Total 2025 $ 21,701 $ 282 $ 2,679 $ ( 13,709 ) $ 10,953 2026 19,348 282 2,291 ( 12,490 ) 9,431 2027 16,762 282 1,870 ( 10,955 ) 7,959 2028 13,942 282 1,761 ( 9,808 ) 6,177 2029 12,548 210 1,496 ( 9,404 ) 4,850 Thereafter 55,403 15,343 3,833 ( 54,855 ) 19,724 $ 139,704 $ 16,681 $ 13,930 $ ( 111,221 ) $ 59,094 Weighted average remaining lease term 9 years 62 years 7 years 11 years F-19 Table of Contents 8. OTHER ASSETS At December 31, 2024 and 2023, other assets included the following ($ in thousands): 2024 2023 Predevelopment costs $ 58,224 $ 56,600 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 9,491 10,631 Prepaid expenses and other assets 4,492 8,704 Credit Facility deferred financing costs, net of accumulated amortization of $ 3,416 and $ 2,131 in 2024 and 2023, respectively 2,988 4,273 $ 86,219 $ 90,745 Predevelopment costs represent amounts that are capitalized related to predevelopment projects on land owned by the Company that has been determined to be probable of future development. Lease inducements are incentives paid to tenants in conjunction with leasing space, such as moving costs, sublease arrangements of prior space, and other costs. These amounts are amortized into rental revenues over the individual underlying lease terms. F-20 Table of Contents 9. NOTES PAYABLE The following table summarizes the terms of notes payable outstanding at December 31, 2024 and 2023 ($ in thousands): Description Interest Rate (1) Maturity (2) 2024 2023 Unsecured Notes: Credit Facility 5.185 % April 2027 $ 112,332 $ 185,100 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 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 Secured Mortgage Notes: Terminus (5) 6.34 % January 2031 221,000 221,000 Fifth Third Center 3.37 % October 2026 122,802 126,548 Colorado Tower 3.45 % September 2026 104,080 106,862 Domain 10 3.75 % November 2024 — 72,558 447,882 526,968 $ 3,110,214 $ 2,462,068 Unamortized original issue discount ( 3,560 ) — Unamortized loan costs ( 10,988 ) ( 4,441 ) Total Notes Payable $ 3,095,666 $ 2,457,627 (1) Interest rate as of December 31, 2024. (2) Weighted average maturity of notes payable outstanding at December 31, 2024 was 4.2 years. 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. Credit Facility On May 2, 2022, the Company entered into a Fifth Amended and Restated Credit Agreement (the "Credit Facility") under which the Company may borrow up to $ 1 billion if certain conditions are satisfied. The Credit Facility contains financial covenants that require, among other things, the maintenance of unencumbered interest coverage ratio of at least 1.75 x; a fixed charge coverage ratio of at least 1.50 x; a secured leverage ratio of no more than 50 %; and an overall leverage ratio of no more than 60 %. The Credit Facility matures on April 30, 2027. The interest rate applicable to the Credit Facility varies according to the Company's 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 F-21 Table of Contents 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 %. The amount that the Company may draw under the Credit Facility is a defined calculation based on the Company's unencumbered assets and other factors. The total available borrowing capacity under the Credit Facility was $ 887.7 million at December 31, 2024. The amounts outstanding under the Credit Facility may be accelerated upon the occurrence of any events of default. Term Loans On October 3, 2022, the Company entered into a Delayed Draw Term Loan Agreement (the "2022 Term Loan") and borrowed the full $ 400 million available under the loan. The loan had an initial maturity of March 3, 2025 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 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 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. F-22 Table of Contents Unsecured Senior Notes 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 %. The second tranche of $ 250 million is due in 2025 and has a fixed annual interest rate of 3.91 %. The third tranche of $ 125 million is due in 2027 and has a fixed annual interest rate of 3.78 %. The fourth tranche of $ 250 million is due in 2028 and has a fixed annual interest rate of 3.86 %. The fifth tranche of $ 275 million is due in 2029 and has a fixed annual interest rate of 3.95 %. The unsecured senior notes contain financial covenants that are consistent with those of our Credit Facility, with the exception of a secured leverage ratio of no more than 40 %. The senior notes also contain customary representations and warranties, both affirmative and negative covenants, and customary events of default. Secured Mortgage Notes In November 2024, the Company repaid, in full, its Domain 10 mortgage with remaining principal balance of $ 70.9 million. The mortgage had an interest rate of 3.75 %. In December 2022, the Company refinanced mortgages on the Company's two Terminus properties in Atlanta with the existing lender. Under the new mortgages, the maturities were extended from January 2023 to January 2031, the combined principal increased to $ 221.0 million, from $ 178.9 million. The interest rate for each mortgage increased to 6.34 %, from a combined weighted average interest rate of 4.67 %. These mortgages are neither cross-collateralized nor cross-defaulted. 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, 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 $ 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. Other Debt Information The Company is in compliance with all of the covenants related to its unsecured and secured debt. 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- F-23 Table of Contents value relationship. These fair value calculations are considered to be Level 2 under the guidelines as set forth in ASC 820 as the Company utilizes market rates for similar type loans from third party brokers. For the years ended December 31, 2024, 2023, and 2022, interest was recorded as follows ($ in thousands): 2024 2023 2022 Total interest incurred $ 135,025 $ 123,830 $ 87,937 Interest capitalized ( 12,549 ) ( 18,367 ) ( 15,400 ) Total interest expense $ 122,476 $ 105,463 $ 72,537 Debt Maturities Future principal payments due (including scheduled amortization payments and payments due upon original maturity) on the Company's notes payable at December 31, 2024 are as follows ($ in thousands): 2025 $ 906,755 2026 220,127 2027 337,332 2028 250,000 2029 275,000 Thereafter 1,121,000 $ 3,110,214 10. DERIVATIVE FINANCIAL INSTRUMENTS 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. To accomplish this objective, the Company primarily uses interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. Such derivatives were used to hedge the variable cash flows associated with the 2021 and 2022 Term Loans (referred to as "cash flow hedges"). For derivatives designated and that qualify as cash flow hedges of interest rate risk, the gain or loss on the derivative is recorded in Accumulated Other Comprehensive Income and subsequently reclassified into interest expense in the same periods during which the hedged transaction affects earnings. The counterparties under these swaps are major financial institutions, and the swaps contain provisions whereby if the Company defaults on certain of its indebtedness, and such default results in repayment of such indebtedness being, or becoming capable of being, accelerated by the lender, then the Company could also be declared in default under the swaps. There are no collateral requirements related to these swaps. F-24 Table of Contents 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): Cash Flow Hedge: 2024 2023 2022 Amount of income recognized in accumulated other comprehensive income on interest rate derivatives $ 2,935 $ 4,357 $ 1,063 Amount of loss (income) reclassified from accumulated other comprehensive income into income as an increase (reduction) of interest expense $ ( 5,232 ) $ ( 3,932 ) $ 704 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 $ 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. These fair values are determined using the conventional industry methodology of netting the discounted future fixed cash payments and the discounted expected variable cash receipts made between the Company and its counterparties to the cash flow hedges. These variable cash receipts are based on the expectation of future interest rates which are derived from observed market interest rate curves. In addition, any credit valuation adjustments are considered in the fair values to account for potential nonperformance risk to the extent they would be significant inputs to the calculation. For the periods presented, credit valuation adjustments were not considered to be significant inputs. 11. OTHER LIABILITIES Other liabilities on the consolidated balance sheets as of December 31, 2024 and 2023 included the following ($ in thousands): 2024 2023 Ground lease liability $ 50,003 $ 53,348 Prepaid rent 41,949 34,872 Security deposits 17,043 15,050 Other liabilities 1,717 1,560 $ 110,712 $ 104,830 12. COMMITMENTS AND CONTINGENCIES Commitments 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. Litigation The Company is subject to various legal proceedings, claims, and administrative proceedings arising in the ordinary course of business, some of which are expected to be covered by liability insurance. Management makes assumptions and estimates concerning the likelihood and amount of any potential loss relating to these matters using the latest information available. The Company records a liability for litigation if an unfavorable outcome is probable and the amount of loss or range of loss can be reasonably estimated. If an unfavorable outcome is probable and a reasonable estimate of the loss is a range, the Company accrues the best estimate within the range. If no amount within the range is a better estimate than any other amount, the Company accrues the minimum amount within the range. If an unfavorable outcome is probable but the amount of the loss cannot be reasonably estimated, the Company discloses the nature of the litigation and indicates that an estimate of the loss or range of loss cannot be made. If an unfavorable outcome is reasonably possible and the estimated loss is material, the Company discloses the nature and estimate of the possible loss of the litigation. The Company does not F-25 Table of Contents 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. 13. 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. In connection with the ATM program, Cousins may, at its discretion, enter into forward equity sale agreements ("Forward Sales"). The use of Forward Sales would allow the Company to lock in a share price on the sale of shares of its common stock at the time the agreement is executed, but defer receiving the proceeds from the sale of shares until a later date, allowing the Company to better align such funding with its capital needs. Sales of shares of Cousins' stock through its banking relationships, if any, are made in amounts and at times to be determined by Cousins, but the Company has no obligation to sell any of the shares in the offering and may suspend sales in connection with the offering at any time. Sales of Cousins' common stock under Forward Sales, if undertaken, meet the derivatives and hedging guidance scope exception as the contracts are related to the Company's own stock. In February 2023, the Company filed a Form S-3 to renew the registration of its authorized shares. In conjunction with that Form S-3 filing, the Company entered into an Amendment to the EDA to allow for the continued issuance of shares under this ATM program. 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. F-26 Table of Contents Distribution of REIT Taxable Income — The following reconciles dividends paid and dividends applied in 2024, 2023, and 2022 to meet REIT distribution requirements ($ in thousands): 2024 2023 2022 Common dividends $ 195,413 $ 194,144 $ 192,275 Dividends treated as taxable compensation to employees ( 1,214 ) ( 308 ) ( 231 ) Dividends in excess of current year REIT distribution requirements ( 41,356 ) ( 39,933 ) — Dividends applied to meet current year REIT distribution requirements $ 152,843 $ 153,903 $ 192,044 Tax Status of Distributions — The following summarizes the components of the taxability of the Company’s common stock distributions for the years ended December 31, 2024, 2023, and 2022: Total Distributions Per Share Ordinary Dividends (1) Long-Term Capital Gain Non Dividend Distributions Unrecaptured Section 1250 Gain Section 1061 One Year Amounts Disclosure (2) Section 1061 Three Year Amounts Disclosure (2) 2024 $ 1.280000 $ 1.007420 $ — $ 0.272580 $ — $ — $ — 2023 $ 1.280000 $ 1.008002 $ 0.008302 $ 0.263696 $ — $ 0.008302 $ 0.008302 2022 $ 1.270000 $ 0.880788 $ 0.389212 $ — $ 0.045470 $ 0.389212 $ 0.389212 (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". 14. REVENUE RECOGNITION The Company categorizes its primary sources of revenue into revenue from contracts with customers and other revenue accounted for as leases under ASC 842 as follows: • Rental property revenues consist of (1) contractual revenues from leases recognized on a straight-line basis over the term of the respective lease; (2) percentage rents recognized once a specified sales target is achieved; (3) parking revenue; (4) termination fees; and (5) the reimbursement of the tenants' share of real estate taxes, insurance, and other operating expenses. The Company's leases typically include renewal options and are classified and accounted for as operating leases. Rental property revenues are accounted for using practical expedients included in accordance with the guidance set forth in ASC 842. • Fee income consists of development fees, management fees, and leasing fees earned from unconsolidated joint ventures and from third parties. Fee income is accounted for in accordance with the guidance set forth in ASC 606. For the years ended December 31, 2024, 2023, and 2022, the Company recognized rental property revenues of $ 847.8 million, $ 799.0 million, and $ 753.5 million, respectively, of which $ 241.3 million, $ 226.4 million, and $ 212.3 million, respectively, represented variable rental revenue. 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 cash rents to be received by consolidated entities under existing non-cancellable leases as of December 31, 2024 ($ in thousands): December 31, 2024 2025 $ 608,624 2026 614,165 2027 583,548 2028 539,656 2029 486,608 Thereafter 1,919,666 $ 4,752,267 F-27 Table of Contents The Company had a lease with SVB Financial Group ("SVB Financial") at its Hayden Ferry 1 property in Phoenix, Arizona. SVB Financial’s primary subsidiary, Silicon Valley Bank ("SVB"), was placed in receivership by the Federal Deposit Insurance Corporation ("FDIC") on March 10, 2023. On March 17, 2023, SVB Financial filed a voluntary petition for a court-supervised reorganization under Chapter 11 of the US Bankruptcy Code. On March 27, 2023, First Citizen's BancShares, Inc. ("FCB") announced it had purchased SVB Financial's subsidiary, SVB, the primary user of the leased space. In June 2023, the Bankruptcy court approved SVB Financial's request for an order rejecting the lease, with an effective date no later than September 30, 2023. In June 2023, the Company recorded a reduction of revenue of $ 1.6 million related to the write-down of net assets associated with this lease at the time that the collection of rents for the term of the lease no longer remained probable. 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. 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. 15. STOCK-BASED COMPENSATION 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. Restricted stock and the stock-settled RSUs are equity-classified awards for which compensation expense per share is fixed. Cash-settled RSUs are liability-classified awards for which the expense fluctuates from period to period dependent, in part, on the Company's stock price. Cash-settled RSUs were last awarded in 2019 and were fully expensed as of December 31, 2023. For 2024, 2023, and 2022, stock-based compensation expense, net of forfeitures, was recorded as follows ($ in thousands): 2024 2023 2022 Equity-classified awards: Restricted stock $ 4,130 $ 3,645 $ 3,151 Market-based RSUs 6,885 5,042 4,073 Performance-based RSUs 2,077 1,463 1,173 Director grants 1,587 1,601 1,471 Employee Stock Purchase Plan 109 150 191 14,788 11,901 10,059 Liability-classified awards Service-based RSUs — 61 ( 146 ) Dividend equivalent units — — 69 — 61 ( 77 ) Total stock-based compensation expense $ 14,788 $ 11,962 $ 9,982 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. As of December 31, 2024, approximately 1.3 million shares were authorized to be awarded pursuant to the 2019 Plan. F-28 Table of Contents Equity-Classified Awards Since 2020, the Company has annually granted three types of equity-classified awards to key employees: (1) RSUs based on the total stockholder return ("TSR) of the Company, as defined, relative to that of office peers included in a published office REIT index (the "Market-based RSUs"), (2) RSUs based on the ratio of cumulative funds from operations ("FFO") per share to targeted cumulative FFO per share (the “Performance-based RSUs”), and (3) restricted stock. In February 2023, the Company made modifications to its Market-based RSUs awards granted in 2022, 2021, and 2020. The modifications were made to clarify the definition of the peer group used to measure TSR award achievement. The additional compensation expense recognized related to these modifications was not significant. The RSU awards are equity-classified awards to be settled in stock, net of any tax withholding, with issuance dependent upon the attainment of required service, market, and performance criteria. For the Market-based RSUs, the Company expenses an estimate of the fair value of the awards on the grant date, calculated using a Monte Carlo valuation at grant date, ratably over the three-year vesting period, adjusting only for forfeitures when they occur. The expense of these Market-based RSUs is not adjusted for the number of awards that actually vest. For the Performance-based RSUs, the Company expenses the awards over the three-year vesting period using the grant date fair market value of the Company's stock on the grant date. The expense is recognized ratably over the vesting period and adjusted each quarter based on the number of shares expected to vest and for forfeitures when they occur. The 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. 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. The Company estimates future expense for all stock-settled RSUs outstanding at December 31, 2024 to be $ 7.0 million (using estimated vesting percentages for Performance-based RSUs as of December 31, 2024), which will be recognized over a weighted-average period of 1.7 years. In 2024, 2023, and 2022, the Company granted 204,004 , 164,221 , and 99,758 shares, respectively, of restricted stock to employees, which vest ratably over three years from the issuance date. The Company records restricted stock in common stock and additional paid-in capital at fair value on the grant date, with the offsetting deferred compensation also recorded in additional paid-in capital. The Company records compensation expense over the vesting period. As of December 31, 2024, the Company had $ 5.0 million of unrecognized compensation cost included in additional paid-in capital related to restricted stock, which will be recognized over a weighted average period of 1.3 years. The total vesting date fair value of the restricted stock which vested during 2024, 2023, and 2022 was $ 2.7 million, $ 2.4 million, and $ 2.9 million, respectively. The following table summarizes equity-classified employee stock compensation award activity for the years ended December 31, 2024, 2023, and 2022 (shares in thousands): 2024 2023 2022 Restricted Stock and RSUs Weighted Average Fair Market Value at Grant Restricted Stock and RSUs Weighted Average Fair Market Value at Grant Restricted Stock and RSUs Weighted Average Fair Market Value at Grant Restricted stock and RSUs unvested at beginning of the year 629 $ 34.16 463 $ 39.91 409 $ 38.63 Granted 498 $ 28.73 399 $ 29.31 242 $ 43.30 Vested ( 252 ) $ 39.47 ( 225 ) $ 37.28 ( 169 ) $ 41.54 Forfeited ( 13 ) $ 31.41 ( 8 ) $ 37.60 ( 19 ) $ 41.05 Restricted stock and RSUs unvested at end of year (1) 862 $ 29.51 629 $ 34.16 463 $ 39.91 (1) The targeted number of non-vested stock-settled RSUs and Restricted Stock at December 31, 2024 is 522,858 and 339,479 , respectively. F-29 Table of Contents The Monte Carlo valuation used to determine the grant date fair value of the stock-settled Market-based RSUs included the following assumptions for those RSUs granted in 2024, 2023, and 2022: 2024 2023 2022 Volatility (1) 30.5 % 40.5 % 37.7 % Risk-free rate (2) 4.43 % 4.35 % 1.39 % Stock beta (3) 0.96 % 1.03 % 1.02 % (1) Based on historical volatility over three years using daily stock price. (2) Reflects the yield on three-year Treasury bonds. (3) Betas are calculated with up to three years of daily stock price data. All shares of restricted stock receive dividends and have voting rights during the vesting period. Dividend equivalents for the 2024, 2023, and 2022 RSUs will be settled in cash based upon the number of units vested. The Company accrues for these dividend equivalent units over the measurement period as dividends are declared and they are included in distributions in excess of cumulative net income on the consolidated balance sheets. At December 31, 2024, 2023 and 2022, the Company had no stock options outstanding to key employees or outside directors. 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. 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 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 On October 26, 2021, the Company’s board of directors adopted the ESPP, which was approved by stockholders at the 2022 annual meeting. 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 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, 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 . 16. RETIREMENT SAVINGS PLAN The Company maintains a defined contribution plan (the “Retirement Savings Plan”) pursuant to Section 401 of the Internal Revenue Code (the “Code”) which covers active regular employees. Employees are eligible to participate in the Retirement Savings Plan immediately upon hire, and pre-tax contributions are allowed up to the limits set by the Code. The Company contributes 3 % of an employee's eligible compensation to the plan, which is fully vested after the employee has been with the Company for two years . The Company may change this percentage at its discre tion; and, in addition, the Company could decide to make discretionary contributions in the future. The Company contributed $ 1.1 million , $ 1.1 million, and $ 1.0 million to the Retirement Savings Plan for the 2024, 2023, and 2022 plan years, respectively. F-30 Table of Contents 17. INCOME TAXES The net income tax benefit differs from the amount computed by applying the statutory federal income tax rate to CTRS' income before taxes as follows ($ in thousands): 2024 2023 2022 Amount Rate Amount Rate Amount Rate Federal income tax benefit (expense) $ 58 21 % $ ( 149 ) 21 % $ 85 21 % State income tax benefit (expense) 11 4 % ( 28 ) 4 % 16 4 % 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 ) % Other 74 27 % 30 — % ( 12 ) ( 10 ) % Tax expense before utilization of net operating loss carryforward $ — — % $ ( 174 ) 25 % $ — — % Utilization of net operating loss carryforward — — % 174 ( 25 ) % — — % Benefit applicable to income (loss) from continuing operations $ — — % $ — — % $ — — % The tax effect of significant temporary differences representing deferred tax assets and liabilities of CTRS as of December 31, 2024 and 2023 are as follows ($ in thousands): 2024 2023 Income from unconsolidated joint ventures $ 27 $ 31 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 Gross deferred tax asset 1,714 1,645 Valuation allowance ( 1,714 ) ( 1,645 ) Net deferred tax asset after valuation allowance $ — $ — A valuation allowance is required to be recorded against deferred tax assets if, based on the available evidence, it is more likely than not that such assets will not be realized. 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. 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. The conclusion that a valuation allowance should be recorded as of December 31, 2024 and 2023 was based on the lack of evidence that CTRS could generate future taxable income to realize the benefit of the deferred tax assets. F-31 Table of Contents 18. EARNINGS PER SHARE The following table sets forth the computation of the basic and diluted earnings per share of the Company's consolidated statements of operations for the years ended December 31, 2024, 2023 and 2022 ($ in thousands, except per share amounts): Year Ended December 31 2024 2023 2022 Earnings per common share - basic: Numerator: Net income $ 46,581 $ 83,816 $ 167,445 Net income attributable to noncontrolling interests in CPLP from continuing operations ( 8 ) ( 14 ) ( 143 ) Net income attributable to other noncontrolling interests ( 611 ) ( 839 ) ( 509 ) Net income available for common stockholders $ 45,962 $ 82,963 $ 166,793 Denominator: Weighted average common shares - basic 153,413 151,714 150,113 Net income per common share - basic $ 0.30 $ 0.55 $ 1.11 Earnings per common share - diluted: Numerator: Net income $ 46,581 $ 83,816 $ 167,445 Net income attributable to other noncontrolling interests ( 611 ) ( 839 ) ( 509 ) Net income available for common stockholders before allocation of net income attributable to noncontrolling interests in CPLP $ 45,970 $ 82,977 $ 166,936 Denominator: Weighted average common shares - basic 153,413 151,714 150,113 Add: 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 Weighted average common shares - diluted 154,015 152,040 150,419 Net income per common share - diluted $ 0.30 $ 0.55 $ 1.11 19. CONSOLIDATED STATEMENTS OF CASH FLOWS - SUPPLEMENTAL INFORMATION Supplemental information related to cash flows, including significant non-cash activity affecting the consolidated statements of cash flows, for the years ended December 31, 2024, 2023, and 2022 is as follows ($ in thousands): 2024 2023 2022 Interest paid, net of amounts capitalized $ 107,676 $ 100,553 $ 70,087 Income taxes paid (1) — — 38 Non-Cash Transactions: Retirement of treasury stock 145,696 — — Common stock dividends declared and accrued 55,091 49,384 48,525 Tenant improvements recorded in deferred income 115,838 60,568 80,369 Accrued capital expenditures included in accounts payable and accrued expenses 125,791 124,337 108,497 (1) This represents state income taxes paid in conjunction with gains from sales transaction. See notes 3 and 6. F-32 Table of Contents 20. REPORTABLE SEGMENTS The Company's segments are based on the method of internal reporting with operating segments being each of the operating office properties. These operating segments are aggregated for reporting by geographical area, with these geographical regions being: Atlanta, Austin, Charlotte, Dallas, Phoenix, Tampa, and other markets. Included in other markets for the periods presented are properties located in Houston and Nashville. Company management evaluates the performance of its reportable segments in part based on Net Operating Income ("NOI"). 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, 2024 Rental Property Revenues Rental Property Operating Expenses NOI Atlanta $ 309,807 $ 109,534 $ 200,273 Austin 287,659 95,901 191,758 Tampa 77,238 27,855 49,383 Phoenix 60,397 15,801 44,596 Charlotte 59,008 16,844 42,164 Dallas 17,683 3,746 13,937 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 Less: Company's share from unconsolidated joint ventures $ ( 12,069 ) $ ( 5,452 ) Termination Fees 3,405 — Consolidated Totals $ 847,773 $ 280,661 F-33 Table of Contents 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 Tampa 74,813 27,880 46,933 Phoenix 60,540 16,363 44,177 Charlotte 58,348 15,224 43,124 Dallas 16,924 3,850 13,074 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 Less: 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 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 Less: Company's share from unconsolidated joint ventures $ ( 14,936 ) $ ( 5,412 ) Termination Fees 2,464 — Consolidated Totals $ 753,511 $ 258,371 F-34 Table of Contents The following reconciles Net Income to Net Operating Income for each of the periods presented ($ in thousands): Year Ended December 31, 2024 2023 2022 Net income $ 46,581 $ 83,816 $ 167,445 Fee income ( 1,761 ) ( 1,373 ) ( 6,119 ) Termination fee income ( 3,405 ) ( 7,343 ) ( 2,464 ) Other income ( 7,224 ) ( 2,454 ) ( 2,660 ) General and administrative expenses 36,566 32,331 28,319 Interest expense 122,476 105,463 72,537 Depreciation and amortization 365,045 314,897 295,587 Reimbursed expenses 634 608 2,024 Other expenses 2,097 2,128 2,134 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 Gain on sales of investments in unconsolidated joint ventures — — ( 56,267 ) Loss (gain) on investment property transactions ( 98 ) ( 504 ) 9 Gain on extinguishment of debt — — ( 169 ) Net Operating Income $ 570,324 $ 531,094 $ 502,200 F-35 Table of Contents SCHEDULE III COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES REAL ESTATE AND ACCUMULATED DEPRECIATION December 31, 2024 ($ in thousands) Initial Cost to Company Costs Capitalized Subsequent to Acquisition Gross Amount at Which Carried at Close of Period Description/Metropolitan Area Encumbrances Land and Improvements Buildings and Improvements Land and Improvements less Cost of Sales, Transfers and Other Building and Improvements less Cost of Sales, Transfers and Other Land and Improvements less Cost of Sales, Transfers and Other Building and Improvements less Cost of Sales, Transfers and Other Total (a)(b) Accumulated Depreciation (a)(b) Date of Construction/ Renovation Date Acquired Life on Which Depreciation in 2024 Statement of Operations is Computed (c) OPERATING PROPERTIES The Domain $ — $ 81,876 $ 755,143 $ 8,129 $ 454,539 $ 90,005 $ 1,209,682 $ 1,299,687 $ 199,744 (d) 2019 5 - 40 years Austin, TX Sail Tower — 64,301 514,276 — — 64,301 514,276 578,577 700 — 2024 5 - 40 years Austin, TX Terminus 221,000 49,050 410,826 — 61,628 49,050 472,454 521,504 83,879 — 2019 5 - 40 years Atlanta, GA Northpark Town Center — 22,350 295,825 — 78,842 22,350 374,667 397,017 120,021 — 2014 5 - 39 years Atlanta, GA 300 Colorado (e) — 18,354 278,905 ( 49 ) 83,363 18,305 362,268 380,573 31,022 2022 2021 5 - 40 years Austin, TX Corporate Center (e) — 2,468 272,148 15,642 76,537 18,110 348,685 366,795 97,023 — 2016 5 - 40 years Tampa, FL Buckhead Plaza — 35,064 234,111 — 81,210 35,064 315,321 350,385 70,591 — 2016 5 - 40 years Atlanta, GA Briarlake Plaza — 33,486 196,915 — 106,066 33,486 302,981 336,467 47,601 — 2019 5 - 40 years Houston, TX Hayden Ferry — 13,102 262,578 ( 252 ) 59,272 12,850 321,850 334,700 68,825 — 2016 5 - 40 years Phoenix, AZ Spring & 8th — 28,131 — 426 301,791 28,557 301,791 330,348 73,571 2015 2015 5 - 40 years Atlanta, GA The Terrace — 27,360 247,226 — 42,754 27,360 289,980 317,340 50,328 — 2019 5 - 40 years Austin, TX 725 Ponce — 20,720 272,226 — 14,817 20,720 287,043 307,763 30,202 — 2021 5 - 40 years Atlanta, GA 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 Austin, TX San Jacinto Center — 34,068 176,535 ( 579 ) 50,180 33,489 226,715 260,204 50,209 — 2016 5 - 40 years Austin, TX Continued on next page 3344 Peachtree $ — $ 16,110 $ 176,153 $ — $ 42,804 $ 16,110 $ 218,957 $ 235,067 $ 57,415 — 2016 5 - 40 years Atlanta, GA Fifth Third Center 122,802 22,591 180,430 — 31,237 22,591 211,667 234,258 70,560 — 2014 5 - 40 years Charlotte, NC Promenade Tower — 13,439 102,790 — 114,789 13,439 217,579 231,018 71,888 — 2011 5 - 34 years Atlanta, GA The RailYard — 22,831 178,323 — 1,938 22,831 180,261 203,092 24,822 — 2020 5 - 40 years Charlotte, NC 3350 Peachtree — 16,836 108,177 — 69,679 16,836 177,856 194,692 31,341 — 2016 5 - 40 years Atlanta, GA Promenade Central — 19,495 62,836 — 106,878 19,495 169,714 189,209 16,534 2022 2019 5 - 40 years Atlanta, GA 100 Mill — 13,156 — 5 175,314 13,161 175,314 188,475 21,840 2022 2022 5 - 40 years Phoenix, AZ Avalon — 9,952 — 73 175,935 10,025 175,935 185,960 36,751 2016 2016 5 - 40 years Atlanta, GA Colorado Tower (e) 104,080 1,600 — 20,525 133,012 22,125 133,012 155,137 53,786 2013 2013 5 - 30 years Austin, TX Heights Union — 9,545 123,944 — 21,332 9,545 145,276 154,821 17,411 — 2021 5 - 40 years Tampa, FL Legacy Union One — 13,049 128,740 — 231 13,049 128,971 142,020 27,214 — 2019 5 - 40 years Dallas, TX Tempe Gateway — 5,893 95,130 — 33,845 5,893 128,975 134,868 25,164 — 2016 5 - 40 years Phoenix, AZ 550 South (e) — 51 115,238 — 7,939 51 123,177 123,228 31,445 — 2016 5 - 40 years Charlotte, NC Domain Point — 17,349 71,599 — 13,647 17,349 85,246 102,595 19,776 — 2019 5 - 40 years Austin, TX 5950 Sherry Lane — 8,040 65,919 — 12,280 8,040 78,199 86,239 13,633 — 2019 5 - 40 years Dallas, TX 3348 Peachtree — 6,707 69,723 — 8,418 6,707 78,141 84,848 19,924 — 2016 5 - 40 years Atlanta, GA 111 West Rio — 6,076 56,647 ( 127 ) 19,115 5,949 75,762 81,711 23,540 2017 2017 5 - 40 years Phoenix, AZ 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 Tampa, FL Harborview Plaza — 10,800 39,136 — 12,913 10,800 52,049 62,849 15,193 — 2016 5 - 40 years Tampa, FL Research Park V — 4,373 — 801 43,945 5,174 43,945 49,119 16,976 2014 1998 5 - 30 years Austin, TX Meridian Mark Plaza — 2,219 — — 25,717 2,219 25,717 27,936 18,704 1997 1997 5 - 30 years Atlanta, GA Miscellaneous Investments — 15,318 69,780 33 2,486 15,351 72,266 87,617 8,598 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 LAND South End Station — 28,134 — — — 28,134 — 28,134 — — 2020 Charlotte, NC 887 West Peachtree — 26,312 — — — 26,312 — 26,312 — — 2019 Atlanta, GA Legacy Union 2 & 3 — 22,724 — — — 22,724 — 22,724 — — 2019 Dallas, TX 3354/3356 Peachtree — 21,509 — — — 21,509 — 21,509 — — 2018 Atlanta, GA Domain Central — 21,000 — — — 21,000 — 21,000 — — 2019 Austin, TX 303 Tremont — 18,779 — 75 — 18,854 — 18,854 — — 2020 Charlotte, NC Domain Point 3 — 11,018 — — — 11,018 — 11,018 — — 2020 Austin, TX Corporate Center 5 & 6 (e) — 5,188 — ( 13 ) — 5,175 — 5,175 — — 2019 Tampa, FL Total Commercial Land — 154,664 — 62 — 154,726 — 154,726 — Total Properties $ 447,882 $ 913,392 $ 6,067,261 $ 44,689 $ 2,542,232 $ 958,081 $ 8,609,493 $ 9,567,574 $ 1,627,251 S-1 Table of Contents SCHEDULE III COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES REAL ESTATE AND ACCUMULATED DEPRECIATION December 31, 2024 ($ in thousands) NOTES: (a) Reconciliations of total real estate carrying value and accumulated depreciation as of and for the years ended December 31, 2024, 2023, and 2022 are as follows: Real Estate Accumulated Depreciation 2024 2023 2022 2024 2023 2022 Balance at beginning of period $ 8,392,111 $ 8,087,846 $ 7,714,382 $ 1,329,406 $ 1,079,662 $ 874,988 Additions during the period: Acquisitions 877,881 — — — — — Improvements and other capitalized costs 345,775 350,654 436,201 — — — Depreciation expense — — — 345,738 292,433 267,411 Total Additions 1,223,656 350,654 436,201 345,738 292,433 267,411 Deductions during the period: 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 ) Total Deductions ( 48,193 ) ( 46,389 ) ( 62,737 ) ( 47,893 ) ( 42,689 ) ( 62,737 ) 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 tax depreciation, was $ 6.6 billion (unaudited) at December 31, 2024. (c) Buildings and improvements are depreciated over 30 to 40 years. 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 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. S-2