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Item 1A. Risk Factors

2026-02-05 compared with 2025-02-06 · 117 added, 111 removed, 391 unchanged (37% of the section changed)

Set forth below are the risks we believe investors should consider carefully in evaluating an investment in the securities of Cousins Properties Incorporated.

Below are the risks we believe investors should consider carefully in evaluating an investment in our securities.

General Risks of Owning and Operating Real Estate

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• Risks associated with real estate assets, including:

usage), such as work-from-home practices and utilization of open workspaces or "co-working" space, or local economic conditions decreasing the desirability of our locations,

• competition from other available properties and other local real estate conditions such as an oversupply of rentable space caused by increased development of new properties, a reduction in demand for rentable space caused by a change in the preferences and requirements of our tenants (including space usage), such as work-from-home practices and utilization of open workspaces or "co-working" space, or local economic conditions decreasing the desirability of our locations,

• the financial condition of our tenants, including potential adverse effects from the bankruptcy or insolvency of one or more major tenants,

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• changes in market rental rates and related concessions granted to tenants including, but not limited to, free rent and tenant improvement allowances,

• the need to periodically repair, renovate, and re-lease properties,

• the need to periodically repair, renovate, and re-lease properties, and

• potential delays in completion of development and re-development projects due to supply chain disruptions, labor shortages, and increased construction costs;

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• sociopolitical unrest such as political instability, civil unrest, armed hostilities, or political activism resulting in a disruption of day-to-day building operations;

• the immediate and long-term impact of a public health crisis and the governmental and third party response to such a crisis;

• the immediate and long-term impact of a public health crisis, such as a pandemic, epidemic, or outbreak of a contagious disease and the governmental and third party response to such a crisis;

• changes in federal, state, and local income laws and regulations (including tax laws and environmental or other regulatory requirements) as they affect real estate companies and real estate investors;

• changes in interest rates and availability and cost of corporate and property financing sources, and the inability to comply with debt covenants under credit agreements;

• risks associated with security breaches through cyber attacks, cyber intrusions, or otherwise;

• risks associated with security breaches through cyberattacks (as hereafter defined) or otherwise;

• changes in senior management, the Board of Directors, or key personnel;

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Our ability to collect rent from tenants may affect our ability to pay for adequate maintenance, insurance, and other operating costs.

Also, the expense of owning and operating a property is not necessarily proportionally reduced when circumstances such as reduced occupancy or other market factors cause a reduction in revenue from the property.

Also, the expense of owning and operating a property is not necessarily proportionally reduced when

circumstances such as reduced occupancy or other market factors cause a reduction in revenue from the property.

If a property is mortgaged and we are unable to meet the mortgage payments, the lender could foreclose on the mortgage and take title to the property.

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Also, our tenants may approach us for additional concessions in order to remain open and operating.

The granting of these concessions may adversely affect our

results of operations and cash flows to the extent that they result in reduced rental rates, additional capital improvements, or allowances paid to, or on behalf of, the tenants.

The granting of these concessions may adversely affect our results of operations and cash flows to the extent that they result in reduced rental rates, additional capital improvements, or allowances paid to, or on behalf of, the tenants.

Tenant and market concentration risk .

As of December 31, 2025, our top 20 tenants represented 38.6% of total annualized rent with our largest single tenant accounting for 8.9% of annualized rent.

The inability or refusal of any of our significant tenants to pay rent or a decision by a significant tenant to vacate their premises prior to, or at the conclusion of, their lease term (including as a result of a bankruptcy proceeding) could have a significant negative impact on our results of operations or financial condition if a suitable replacement tenant is not secured in a timely manner.

For the three months ended December 31, 2024, 35.7% of our net operating income for properties owned was derived from the Atlanta area, 32.4% was derived from the Austin area, 9.0% was derived from the Charlotte area, 8.6% was derived from the Tampa area, 8.1% was derived from the Phoenix area, and 2.4% was derived from the Dallas area.

Any adverse economic conditions impacting Atlanta, Austin, Tampa, Charlotte, Phoenix, or Dallas could adversely affect our overall results of operations and financial condition.

The inability or refusal of any of our significant tenants to pay rent or a decision by a significant tenant to terminate their lease prior to, or at the conclusion of, their lease term (including as a result of a bankruptcy proceeding) could have a significant negative impact on our results of operations or financial condition if a suitable replacement tenant is not secured in a timely manner.

For the three months ended of December 31, 2025, 36.1% of our net operating income was derived from the Austin area, 31.3% was derived from the Atlanta area, 9.2% was derived from the Charlotte area, 7.8% was derived from the Tampa area, 7.5% was derived from the Phoenix area, and 4.8% was derived from the Dallas area.

These percentages represent net operating income from operating properties, which excludes our Neuhoff joint venture mixed-use development which has commenced initial operations but is not yet stabilized.

Any adverse economic conditions impacting Austin, Atlanta, Charlotte, Tampa, Phoenix, Dallas, could adversely affect our overall results of operations and financial condition.

Because our portfolio consists primarily of lifestyle office buildings (as opposed to a more diversified real estate portfolio), a decrease in demand for this type of workplace could adversely affect our overall results of operations and financial condition.

Additionally, some of our markets (and the submarkets within which we operate) have an outsized concentration of a limited number of industries.

For example, as of December 31, 2024, in Austin, technology companies represent 52.0% of our annualized rent, in Charlotte, banking and other financial sector companies represent 32.9% of our annualized rent, and in Tampa, biotechnology and health science companies represent 26.6% of our our annualized rent.

A significant downturn in one or more of the foregoing sectors and/or sustained changes in space utilization due to remote or hybrid work models could result in decreased leasing demand and have an adverse effect on our overall results of operations and financial condition.

For example, as of December 31, 2025, in Austin, technology companies represent 53.1% of our annualized rent, in Charlotte, banking and other financial sector companies represent 19.2% of our annualized rent, and in Tampa, biotechnology and health science companies represent 25.0% of our annualized rent.

A significant downturn in one or more of our markets could result in decreased leasing demand and have an adverse effect on our overall results of operations and financial condition.

The bankruptcy or insolvency of a major tenant may adversely affect the income produced by our properties.

For example, major tenants such as Silicon Valley Bank Financial and WeWork have previously filed for bankruptcy protection.

Other major tenants could file for bankruptcy protection or become insolvent in the future and we cannot evict a tenant on this basis alone.

Major tenants could file for bankruptcy protection or become insolvent in the future and we cannot evict a tenant on this basis alone.

On the other hand, a bankrupt tenant may reject and terminate its lease with us.

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Uninsured losses and condemnation costs .

Accidents, earthquakes, hurricanes, tornadoes, floods, droughts, ice storms, wind storms, terrorism incidents, and other physical losses at our properties could adversely affect our operating results and financial condition.

Casualties may occur that significantly damage an operating property or property under development, insurance deductibles or co-insurance limits may be significant (including with respect to damage from named wind storms, where available co-insurance limits are significantly in excess of deductibles for most other casualty losses), and insurance proceeds may be less than the total loss incurred by us.

Accidents, earthquakes, hurricanes, tornadoes, floods, droughts, ice storms, wind storms, hail storms, terrorism incidents, and other physical losses at our properties could adversely affect our operating results and financial condition.

Casualties may occur that significantly damage an operating property or property under development, insurance deductibles or co-insurance limits may be significant (including with respect to damage from named wind storms or hail storms in certain markets, where available co-insurance limits are significantly in excess of deductibles for most other casualty losses), and insurance proceeds may be less than the total loss incurred by us.

Although we, or our joint venture partners where applicable, maintain casualty insurance under policies we believe to be adequate and appropriate, including commercial general liability, fire, flood, and rent loss insurance on operating properties, as well as cyber coverage, some types of losses, such as those related to the termination of longer-term leases and other contracts, generally are not insured.

Property ownership also involves potential liability to third parties for such matters as personal injuries occurring on the property.

Property ownership also involves potential liability to third parties for such matters as personal injuries occurring on

the property.

There may be certain losses that are not generally insured against or that are not generally fully insured against because it is not deemed economically feasible or prudent to do so, including losses due to floods, wind, earthquakes, acts of war, acts of terrorism, riots, or pandemics.

A number of our properties are located in areas that are known to be subject to hurricane or flood risk.

We carry hurricane and flood hazard insurance on all of our properties located in areas historically subject to such activity, subject to coverage limitations and deductibles, if we believe it is commercially reasonable.

A number of our properties are located in areas that are known to be subject to hurricane, hail, or flood risk.

We carry hurricane, hail, or flood hazard insurance on all of our properties located in areas historically subject to such activity, subject to coverage limitations and deductibles, if we believe it is commercially reasonable.

In Tampa and Houston, our wind storm insurance is subject to deductibles from 2% to 5% of the value of the affected building.

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We continue to monitor the state of the insurance market in general, but we cannot anticipate what insurance coverage will be available on commercially reasonable terms in future policy years.

Such losses may not be fully insured.

In addition to uninsured losses, various government authorities may condemn all or parts of operating properties.

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Federal, state, and local laws and regulations relating to the protection of the environment may require a current or previous owner or operator of real estate to investigate and clean up hazardous or toxic substances or petroleum products or other chemicals which are discovered at or migrating from a property, simply because of our past ownership or operation of the real estate.

If determined to be liable, the owner or operator may have to pay a governmental entity or third parties for property damage and for investigation and clean-up costs incurred by such parties in connection

with the contamination, or perform such investigation and clean up itself.

Although certain legal protections may be available to prospective purchasers of property, these laws typically impose remediation responsibility and liability without regard to whether the owner or operator knew of or caused the presence of the regulated substances.

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Most of our properties are located in urban or previously developed areas, and the historic use of some sites may have resulted in contamination.

Although we generally seek "brown fields" designation where available, this designation may not be available for all urban properties in our portfolio or for properties we may acquire in the future.

Inquiries about indoor air quality and water quality may necessitate special investigation and, depending on the results, remediation beyond our regular testing and maintenance programs.

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We are not currently aware of any environmental liabilities at locations that we believe could have a material adverse effect on our business, assets, financial condition, or results of operations.

Unidentified environmental liabilities could arise, however, including as a result of our new or more stringent environmental laws and regulations, and could have an adverse effect on our financial condition and results of operations.

Unidentified environmental liabilities could arise, however, including as a result of new or more stringent environmental laws and regulations, and could have an adverse effect on our financial condition and results of operations.

Sustainability strategies .

Our sustainability strategy is to develop and maintain resilient buildings that are operated in an environmentally and socially responsible manner, encouraging office users to select us for their corporate operations while enhancing the communities in which our buildings are located.

Failure to develop and maintain sustainable and resilient buildings relative to our peers could adversely impact our ability to lease space at competitive rates and negatively impact our results of operations and portfolio attractiveness.

Failure to develop and maintain sustainable and resilient buildings (including as reflected by energy or water consumption intensity, greenhouse gas emissions intensity, or through obtaining and maintaining key sustainability certifications) relative to our peers could adversely impact our ability to lease space at competitive rates and negatively impact our results of operations and portfolio attractiveness.

Climate change and severe weather event risks .

The physical effects of climate change could have a material adverse effect on our properties, operations, and business.

To the extent climate change causes changes in weather patterns or severity, our markets could experience increases in storm intensity (including floods, fires, tornadoes, hurricanes, droughts, wind storms, ice storms, and earthquakes), rising sea-levels, and changes in precipitation, temperature, air quality, and quality and availability of water.

To the extent climate change causes changes in weather patterns or severity, our markets could experience increases in storm intensity (including floods, fires, tornadoes, hurricanes, droughts, wind storms, ice storms, hail storms, and earthquakes), rising sea-levels, and changes in precipitation, temperature, air

quality, and quality and availability of water.

Over time, these conditions could result in physical damage to, or declining demand for, our properties or our inability to operate the buildings efficiently or at all.

Climate change may also indirectly affect our business by increasing the cost of (or making unavailable) property insurance on terms we find acceptable, increasing the cost of required resources, including energy, other fuel sources, water, and waste removal services, and increasing the risk and severity of floods, fires, tornadoes, hurricanes, droughts, wind storms, ice storms, and earthquakes at our properties.

Should the impact of climate change be severe or occur for lengthy periods of time, our financial condition or results of operations could be adversely impacted.

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however, federal, state, and local laws and regulations are evolving and future regulation may require more stringent data reporting.

We face transition risks in the event of the implementation of any such federal, state, and local laws, regulations, and codes.

We may face transition risks in the event of the implementation of any such federal, state, and local laws, regulations, and codes.

Expenditures required for compliance with such codes may affect our cash flow and results of operations.

Additionally, although we pursue a robust sustainability strategy, new approaches and trends regarding building resiliency emerge from time to time in this rapidly evolving focus area.

Our approaches and priorities may differ from those of our peers, and the perception of the public or investors of these differences may adversely impact our portfolio attractiveness of our ability to lease space at competitive rates.

Our approaches and priorities may differ from those of our peers, and the perception of the public or investors of these differences may adversely impact our portfolio attractiveness and our ability to lease space at competitive rates.

Joint venture structure risks .

We hold ownership interests in a number of joint ventures with varying structures and may in the future invest in additional real estate through such structures.

We hold ownership interests in a number of joint ventures with varying structures and may in the future invest in additional real estate through joint ventures.

We currently have joint ventures that are and are not consolidated within our financial statements.

Our venture partners may have rights to take actions over which we have no control, or the right to withhold approval of actions that we propose (including with respect to the decision to commence development of or to sell a project), either of which could adversely affect our interests in the related joint ventures, and in some cases, our overall financial condition and results of operations.

A venture partner may have economic and/or other business interests or goals that are incompatible with our business interests or goals and that venture partner may be in a position to take action contrary to our interests, including declining to sell at a time or price that we find attractive or determining to sell at a time or price that we do not find attractive.

Our venture partners may have rights to take actions over which we have no control, or the right to withhold approval of actions that we propose (including with respect to the decision to commence development of or to finance or sell a project), either of which could adversely affect our interests in the related joint ventures, and in some cases, our overall financial condition and results of operations.

In addition, such venture partners may default on their obligations, including loans secured by property owned by the joint venture that could have an adverse impact on the financial condition and operations of the joint venture.

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Ground lease risks .

As of December 31, 2024, we had interests in eight land parcels in various markets that we lease individually on a long-term basis.

As of December 31, 2024, we had 2.4 million aggregate square feet of rental space located on these leased parcels, from which we generated 14% of our total Net Operating Income ("NOI") in the fourth quarter of 2024.

As of December 31, 2025, we had ground lease interests in eight land parcels at four of our properties in various markets that we lease individually on a long-term basis.

As of December 31, 2025, we had 2.4 million aggregate square feet of rental space located on these leased parcels, from which we generated 12.3% of our total Net Operating Income ("NOI") in the three months ended December 31, 2025.

In the future, we may invest in additional properties on some of these parcels or additional parcels subject to ground leases.

Many of these ground leases and other restrictive agreements impose significant limitations on our uses of the subject property and restrict our ability to sell or otherwise transfer our interests in the property.

These restrictions may limit our ability to timely sell or exchange the property, may impair the property's value, or may negatively impact our ability to find suitable tenants for the property.

These restrictions may limit our ability to timely sell or exchange the

property, may impair the property's value, or may negatively impact our ability to find suitable tenants for the property.

In addition, if we default under the terms of any particular lease, we may lose the ownership rights to the property subject to the lease.

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The loss of the ownership rights to these properties or an increase of rental expense could have an adverse effect on our financial condition and results.

Compliance or failure to comply with the Americans with Disabilities Act or other federal, state, and local regulatory requirements could result in substantial costs.

The Americans with Disabilities Act Compliance risks .

The Americans with Disabilities Act generally requires that certain buildings, including office buildings, be made accessible to disabled persons.

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Our continued ability to borrow under our Credit Facility is subject to compliance with these covenants.

Our credit facility has a scheduled maturity, and there can be no assurances regarding our ability to extend that maturity or enter into a replacement credit facility, and the terms and conditions of such extension or replacement and the covenants thereunder may be less favorable to us than the existing terms covenants and conditions.

• Unsecured debt .

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Adverse changes to our credit ratings could limit our access to funding and increase our borrowing costs.

Credit ratings are subject to ongoing review by rating agencies, which consider a number of factors, including our financial strength, performance, prospects, and operations as well as factors not under our control.

Other factors that influence our credit ratings include changes to the rating agencies' methodologies for our industry or certain security types;

the rating agencies' assessment of the general operating environment for financial services companies;

our relative positions in the markets in which we compete;

our various risk exposures and risk management policies and activities;

pending litigation and other contingencies;

our reputation;

our liquidity position, diversity of funding sources and funding costs;

the current and expected level and volatility of our earnings;

our capital position and capital management practices;

our corporate governance;

current or future regulatory and legislative initiatives;

and the agencies' views on whether the U.S.

government would provide meaningful support to us or our subsidiaries in a crisis.

Credit ratings are subject to ongoing review by rating agencies, which consider a number of factors, including our financial strength, performance, prospects, risk exposures, and our corporate and operating governance policies and practices, as well as factors not under our control.

Rating agencies could make adjustments to our credit ratings at any time, and there can be no assurance that they will maintain our ratings at current levels or that downgrades will not occur.

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In particular, holders of securities or debt instruments may perceive such a downgrade or warning negatively and pursue divestment of all or a portion of such securities or debt instruments.

While certain aspects of a credit rating downgrade are quantifiable, the impact that such a downgrade would have on our liquidity, business, and results of operations in future periods is inherently uncertain and would depend on a number of interrelated factors, including, among other things, the magnitude of the downgrade, the rating relative to peers, the rating assigned by the relevant agency pre-downgrade, individual client behavior, and future mitigating actions we might take.

Real Estate Acquisition and Development Risks

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• difficulty in leasing vacant space or renewing existing tenants at the acquired property;

• the costs and timing of repositioning or redeveloping the acquired property;

• the need for, along with the costs and timing of, repositioning or redeveloping the acquired property;

• disproportionate concentrations of earnings in one or more markets;

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• a change in our sustainability or resiliency profile, including an increase in key performance metrics like energy consumption intensity and greenhouse gas emissions, and/or a decrease in the percentage of our operating portfolio with key sustainability certifications;

• the inability to obtain financing for acquisitions on favorable terms, or at all;

• the inability to obtain financing or other sources of capital for acquisitions on favorable terms, or at all;

• the inability to successfully integrate the operations, maintain consistent standards, controls, policies, and procedures, or realize the anticipated benefits of acquisitions within the anticipated time frames, or at all;

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As a result, if a liability were asserted against us based upon ownership of those properties, we might have to pay substantial sums to settle or contest it, which might not be fully covered by owner's title insurance policies or other insurance policies.

Our acquisition process requires that we pursue a large number of opportunities;

Our acquisition and investment process requires that we pursue a large number of opportunities, with a smaller number actually being acquired or completed;

we may incur significant costs related to the pursuit of acquisitions that do not close, which could directly or indirectly affect our results of operations.

We have procedures and controls in place that are intended to minimize this risk, but it is likely that we will continue to incur costs related to pursuing acquisitions on projects that we do not successfully acquire or complete.

Any of these risks could cause a failure to realize the intended benefits of our acquisitions and could have a material adverse effect on our financial condition, results of operations, and the market price of our common stock.

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• Construction delays .

Development activity carries the risk that a project could be delayed due to, but not limited to, weather and other forces of nature, availability of materials, availability of skilled labor, supply chain disruption, the financial health of general contractors or sub-contractors, and the competing demands on plan-approving authorities.

Development activity carries the risk that a project could be delayed due to, but not limited to, weather and other forces of nature, availability of materials, availability of skilled labor, supply chain disruption, the financial health and project capacity of general contractors or sub-contractors, and the competing demands on plan-approving authorities.

Construction delays could cause adverse financial impacts to us which could include incurring more interest and other carrying costs than originally budgeted, monetary penalties from tenants pursuant to their leases, and higher construction costs.

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If we decide to hire a third-party manager, we would be dependent on them and their key personnel to provide services to us, and we may not find a suitable replacement if the management agreement is terminated or if key personnel leave or otherwise become unavailable to us.

Due to the complexity of mixed use projects, they may be more difficult to finance or sell, or the terms and conditions may be less favorable than is customary for non-mixed-use properties.

We regularly review our existing portfolio to confirm alignment of each property with our standards for a high-quality tenant experience.

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The mortgage loans in which we may invest are subject to delinquency, foreclosure, and loss, which could result in losses to us.

Mortgage loans secured by commercial properties and are subject to risks of delinquency and foreclosure.

Mortgage loans secured by commercial properties are subject to risks of delinquency and foreclosure.

The ability of a borrower to repay a loan secured by an income-producing property typically is dependent primarily upon the successful operation of such property rather than upon the existence of independent income or assets of the borrower.

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tenant mix and tenant bankruptcies, success of tenant businesses, property management decisions, including with respect to capital improvement, particularly in older building structures, property location and condition, competition from comparable types of properties offering the same or similar services, changes in laws that increase operating expenses or limit rents that may be charged, changes in interest rates, and in the state of the credit markets and the debt and equity capital markets, including diminished availability or lack of debt financing for commercial real estate, any need to address environmental contamination at the property, the occurrence of any uninsured casualty at the property, changes in national, regional, or local economic conditions or specific industry segments, declines in regional or local real estate values, declines in regional, or local rental or occupancy rates, increases in real estate tax rates, tax credits and other operating expenses, changes in governmental rules, regulations, and fiscal policies, including environmental legislation, natural disasters, terrorism, social unrest, and civil disturbances, and adverse changes in zoning laws.

In the event of any default under a mortgage loan held directly by us, we will bear a risk of loss of principal to the extent of any deficiency between the value of the collateral and the principal and accrued interest of the mortgage loan, which could have a material adverse effect on our cash flow from operations and limit amounts available for distribution to our shareholders.

shareholders.

In the event of the bankruptcy of a mortgage loan borrower, the mortgage loan to such borrower will be deemed to be secured only to the extent of the value of the underlying collateral at the time of bankruptcy (as determined by the bankruptcy court), and the lien securing the mortgage loan will be subject to the avoidance powers of the bankruptcy trustee or debtor-in-possession to the extent the lien is unenforceable under state law.

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If we foreclose on an asset, we may take title to the property securing that asset, and if we do not or cannot sell the property, we would then come to own and operate it as “real estate owned.” Owning and operating real property involves risks that are different (and in many ways more significant) than the risks faced in owning an asset secured by that property.

The costs associated with operating and redeveloping a

property, including any operating shortfalls and significant capital expenditures, could materially and adversely affect our results of operations, financial conditions, and liquidity.

The costs associated with operating and redeveloping a property, including any operating shortfalls and significant capital expenditures, could materially and adversely affect our results of operations, financial conditions, and liquidity.

Whether or not we have participated in the negotiation of the terms of any such loans, we cannot be assured as to the adequacy of the protection of the terms of the applicable loan, including the validity or enforceability of the loan and the maintenance of the anticipated priority and perfection of the applicable security interests.

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In order to qualify as a REIT, under current law, we generally are required each taxable year to distribute to our stockholders at least 90% of our net taxable income (excluding any net capital gain).

To the extent that we do not distribute all of our net capital gain or distribute at least 90%, but less than 100%, of our other taxable income, we are subject to tax on the undistributed amounts at regular corporate rates.

To the extent that we do not distribute

all of our net capital gain or distribute at least 90%, but less than 100%, of our other taxable income, we are subject to tax on the undistributed amounts at regular corporate rates.

In addition, we are subject to a 4% nondeductible excise tax to the extent that distributions paid by us during the calendar year are less than the sum of the following:

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Under the Code, any gains resulting from transfers or dispositions, from other than a taxable REIT subsidiary, that are deemed to be prohibited transactions would be subject to a 100% tax on any gain associated with the transaction.

Prohibited transactions generally include sales of assets

that constitute inventory or other property held-for-sale to customers in the ordinary course of business.

Prohibited transactions generally include sales of assets that constitute inventory or other property held-for-sale to customers in the ordinary course of business.

Since we acquire properties primarily for investment purposes, we do not believe that our occasional transfers or disposals of property are deemed to be prohibited transactions.

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Many of the material provisions of the IRA exempt REITs.

Additionally, on July 4, 2025, the “One Big Beautiful Bill Act (“OBBBA”) was enacted in the United States.

The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the TCJA and the restoration of favorable tax treatment for certain business provisions, including 100% bonus depreciation and the business interest expense limitation.

The legislation has multiple effective dates beginning in 2025.

To date, the IRS has issued only limited guidance with respect to certain of the new provisions, and there are numerous interpretive issues that will require further guidance.

It is highly likely that technical corrections of legislation will be needed to clarify certain aspects of the new law and give proper effect to Congressional intent.

It is highly likely that technical corrections of legislation will be needed to clarify certain aspects of the new laws and give proper effect to Congressional intent.

There can be no assurance, however, that technical clarifications or changes needed to prevent unintended or unforeseen tax consequences will be enacted by Congress in the near future.

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When possible, we dispose of and acquire real properties in transactions that are intended to qualify as Section 1031 Exchanges.

If a transaction's gain that is intended to qualify as a Section 1031 deferral is later determined to be taxable, we may face adverse consequences, and if the laws applicable to such transactions are amended or repealed, we may not be able to dispose of properties on a tax-deferred basis.

If a transaction's gain that is intended to qualify as a Section 1031 deferral is later determined to be taxable, we

may face adverse consequences, and if the laws applicable to such transactions are amended or repealed, we may not be able to dispose of properties on a tax-deferred basis.

In such case, our taxable income and earnings and profits would increase.

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General Risks

A pandemic, epidemic, or outbreak of a contagious disease could adversely affect us.

Public health crises, pandemics, and epidemics have had, and in the future could have, a material adverse effect on global, national, and local economies, as well as on our business and our tenants’ businesses.

The potential impact of a pandemic, epidemic, or outbreak of a contagious disease on our tenants and our properties is difficult to predict or assess.

If an outbreak occurs within the workforce of our tenants or otherwise disrupts their management and other personnel, the business and operating results of our tenants could be negatively impacted.

We are dependent upon the services of certain key personnel, including members of the Board of Directors, the loss of any of whom could adversely impact our ability to execute our business.

One of our objectives is to develop and maintain a strong management group at all levels.

At any given time, we could lose the services of key executives, members of the Board of Directors, and other employees, including the managing directors and other leaders of our respective markets.

None of our Board members, key executives, or other employees are subject to employment contracts.

Further, we do not carry key person insurance on any of our executive officers or other key employees.

While we believe that we could find replacements for these key personnel, the loss of services of any of these key persons could diminish relationships with investors, lendors, prospective customers, joint venture partners, and others in the industry, and therefore such a loss could have an adverse effect upon our results of operations, financial condition, and our ability to execute our business strategy.

We may change our policies without obtaining the approval of our stockholders.

Our operating and financial policies, including our policies with respect to acquisitions, development, and dispositions of real estate, growth, target markets, operations, indebtedness, capitalization, and dividends are exclusively determined by the Company's Board of Directors.

Accordingly, our stockholders do not control these policies.

Any such changes may increase our costs or otherwise affect the profitability of our business or the value of our assets.

Employee misconduct or misconduct by members of the Board of Directors could adversely impact our ability to execute our business.

Our reputation is critical to maintaining and developing relationships with tenants, vendors, and investors and there is a risk that our employees or members of the Board of Directors could engage, deliberately or recklessly, in misconduct that creates legal exposure for us and adversely impacts our business.

Employees or members of the Board becoming subject to allegations of illegal activity, sexual harassment, or racial and gender discrimination, regardless of the outcome, could result in adverse publicity that could harm our reputation and brand.

The loss of reputation could impact our ability to develop and manage relationships with tenants, vendors, and investors and have an adverse impact on the price of our common stock.

Our restated and amended articles of incorporation contain limitations on ownership of our stock, which may prevent a change in control that might otherwise be in the best interest of our stockholders.

Our restated and amended articles of incorporation impose limitations on the ownership of our stock.

In general, except for certain individuals who owned stock at the time of adoption of these limitations, and except for persons or organizations that are granted waivers by our Board of Directors, no individual or entity may own more than 3.9% of the value of our outstanding stock.

We provide waivers to this limitation on a case by case basis, which could result in increased voting control by a stockholder.

The ownership limitation may have the effect of delaying, inhibiting, or preventing a transaction or a change in control that might involve a premium price for our stock or otherwise be in the best interest of our stockholders.

and global economic conditions could have a negative effect on our business, results of operations and financial condition and liquidity.

A general slowdown in the U.S.

or global economy, uncertainty and volatility in financial markets, efforts of governments to stimulate or stabilize the economy and other unfavorable changes in economic conditions, such as inflation, higher interest rates, tightening of the credit markets, recession or slowing growth, as well as an increase in trade tensions and related tariffs with U.S.

trading partners, could negatively impact our business, financial condition and liquidity, and the business and operations of our tenants.

Macroeconomic weakness and uncertainty may also make it more difficult to accurately forecast operating results and raise capital or refinance debt.

Sustained uncertainty about, or worsening of, current global economic conditions and further tariffs and escalations of trade tensions between the U.S.

and its trading partners and the decoupling of the global economies could result in an economic slowdown.

Given this uncertainty, we cannot predict the impact, if any, of these conditions to our business.

The market price of our common stock may fluctuate.

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• the general reputation of real estate as an attractive investment in comparison to other equity securities and/or the reputation of the product types of our assets compared to other sectors of the real estate industry;

• material changes in any significant tenant industry concentration;

• material changes in market concentrations;

• material changes in any significant tenant industry concentration or in market concentration;

• the general stock and bond market conditions, including changes in interest rates or fixed income securities;

• changes in tax laws;

• changes to our dividend policy;

• changes in the market valuations of our properties;

• changes in tax laws, our dividend policy, or in the market valuations of our properties;

• adverse market reaction to the amount of our outstanding debt at any time, the amount of our maturing debt, and our ability to refinance such debt on favorable terms;

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• general market and economic conditions;

in particular, market and economic conditions of Atlanta, Austin, Tampa, Charlotte, Phoenix, Dallas, and Nashville;

in particular, market and economic conditions of Austin, Atlanta, Charlotte, Tampa, Phoenix, Dallas, and Nashville;

• the realization of any of the other risk factors described in this report.

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Those factors may cause the market price of shares of our common stock to decline, regardless of our financial performance, condition, and prospects.

The market price of shares of our common stock may fall significantly in the future, and it may be difficult for our stockholders or holders of our debt securities to resell our common stock at prices they find attractive.

The market price of shares of our

common stock may fall significantly in the future, and it may be difficult for our stockholders or holders of our debt securities to resell our common stock at prices they find attractive.

We face risks associated with cyberattacks with respect to our data and systems.

We maintain information necessary to conduct our business, including confidential and proprietary information as well as personal information regarding our employees, in digital form.

We also use computer and cloud-based systems to operate our businesses, and in some cases, certain critical building management systems.

Data maintained in digital form is subject to the risk of unauthorized access, modification, exfiltration, destruction or denial of access (collectively, along with any similar unauthorized use of our data, “cyberattacks”).

Additionally, all of our systems are subject to the risk of cyberattacks.

We also use many third-party systems and software, which are also subject to the risk of cyberattacks.

Access to this data and these computer and cloud-based systems is essential to the operation of our business and our ability to perform day-to-day operations (including managing our building systems), and in some cases, our building systems may be critical to the operations of certain of our tenants.

We have developed and maintain an information security program that is designed to assess, identify, and manage the risks of cyberattacks, and the continued development and maintenance of this program is costly and requires ongoing monitoring and updating as technologies change (including as a result of the proliferation of artificial intelligence (“AI”) tools) and efforts to overcome security measures become more sophisticated.

We face an increasingly challenging cybersecurity environment with expanding and evolving threats of cyberattacks from a variety of potential bad actors.

While we employ various tools that are designed to protect our data and systems, we can offer no assurance that our protection efforts are effective;

additionally, certain of our defenses remain subject to human error.

Despite our efforts, the risk of an incident as a result of any cyberattack cannot be eliminated, and any such incident could have a material adverse effect on our business or financial results.

A cyberattack could result in reputational damage to us or harm to us, our employees, or our customers.

Additionally, a cyberattack could have a material adverse effect on our financial condition, results of operations, cash flows, liquidity, and/or the market price of our common stock.

Our systems and users and those of third parties with whom we engage are continually subject to attacks, and there can be no assurance that future incidents will not have material adverse effects on our operations or financial results.

To date, we have not had a cyberattack that had a material adverse effect on our business or financial results.

Even non-material cyberattacks can affect us by requiring significant management attention and resources to investigate, comply with any applicable reporting requirements, and (if necessary) remedy any potential or actual resulting damages.

For example, a cyberattack impacting a building system could result in our inability to maintain that system (or related systems), and if any impacted system is relied upon by our customers for their efficient use of their leased space, then the continuation of that circumstance could entitle the affected tenants to abate a portion of their rent.

Further, our vendors or partners could experience a cyberattack which could impact their operations and ability to meet their obligations to us, including their obligations to maintain the security of any of our data they possess or systems on which we rely.

Similarly, one or more of our tenants could experience a cyberattack which could impact their operations and ability to perform under the terms of their leases with us.

While we maintain insurance coverage that may, subject to policy terms and conditions including deductibles, cover specific aspects of cyberattacks, such insurance coverage may be insufficient to cover all losses.

Use of artificial intelligence presents risks and challenges that could impact our business.

We are evaluating technological solutions through the adoption and usage of artificial intelligence tools to, among other things, automate certain tasks and assist with research, content generation, and decisioning.

Any perceived or actual technical, legal, privacy, security, ethical, or other issues relating to the use of artificial intelligence, including authorized or unauthorized use by our employees, could undermine the output that our artificial intelligence tools produce and create additional risks, such as risks of cybersecurity incidents.

Additionally, any integration of artificial intelligence into the operations, products, or services of our vendors, partners, or other third-parties with whom we do business may pose new or unknown cybersecurity risks and challenges.

Any of the foregoing, as well our failure to responsibly deploy artificial intelligence tools in our operations or the failure of artificial intelligence systems, could adversely affect the performance of our business.

We are dependent upon the services of certain key personnel, including members of the Board of Directors, the loss of any of whom could adversely impact our ability to execute our business.

One of our objectives is to develop and maintain a strong management group at all levels.

At any given time, we could lose the services of key executives, members of the Board of Directors, and other employees, including the managing directors and other leaders of our respective markets.

None of our Board members, key executives, or other employees are subject to employment contracts.

Further, we do not carry key person insurance on any of our executive officers or other key

While we believe that we could find replacements for these key personnel, the loss of services of any of these key persons could diminish relationships with investors, lenders, prospective customers, joint venture partners, and others in the industry, and therefore such a loss could have an adverse effect upon our results of operations, financial condition, and our ability to execute our business strategy.

Employee misconduct or misconduct by members of the Board of Directors could adversely impact our ability to execute our business.

The loss of reputation could impact our ability to develop and manage relationships with tenants, vendors, and investors and have an adverse impact on the price of our common stock.

Our restated and amended articles of incorporation impose limitations on the ownership of our stock.

We provide waivers to this limitation on a case by case basis, which could result in increased voting control by a stockholder.

If our future operating performance does not meet the projections of our analysts or investors, our stock price could decline.

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If our actual results do not meet analysts’ guidance, our stock price could decline significantly.

We face risks associated with security breaches through cyber attacks or cyber intrusions, as well as other significant disruptions of our information technology (IT) networks and related systems.

We face risks associated with security breaches or disruptions, whether through cyber attacks or cyber intrusions over the internet, malware, computer viruses, attachments to emails, persons inside our organization, persons with access to systems inside our organization, and other significant disruptions of our IT networks and related systems.

The risk of a security breach or disruption, particularly through cyber attacks or cyber intrusion, including by computer hackers, foreign governments, and cyber terrorists, has generally increased as the number, intensity, and sophistication of attempted attacks and intrusions from around the world have increased.

Our IT networks and related systems are essential to the operation of our business and our ability to perform day-to-day operations (including managing our building systems) and, in some cases, may be critical to the operations of certain of our tenants.

While, to date, we have not had a significant cyber breach or attack that had a material impact on our business or results of operations, there can be no assurance that our efforts to maintain the security and integrity of these types of IT networks and related systems will be effective or that attempted security breaches or disruptions will not be successful or damaging.

A security breach or other significant disruption involving our IT networks and related systems could adversely impact our financial condition, results of operations, cash flows, liquidity, and the market price of our common stock and would require significant management attention and resources to remedy any resulting damages.

A security breach or other significant disruption involving our IT networks and systems could result in our inability to maintain the building systems relied upon by our customers for their efficient use of their leased space, and the continuation of that circumstance could entitle the affected tenants to abate a portion of their rent.

Further, our vendors or partners could experience a cyber incident which could impact their operations and ability to meet their obligations to us.

Similarly, one or more of our tenants could experience a cyber incident which could impact their operations and ability to perform under the terms of their contracts with us.

While we maintain insurance coverage that may, subject to policy terms and conditions including deductibles, cover specific aspects of cyber risks, such insurance coverage may be insufficient to cover all losses.

As cyber threats continue to evolve, we may be required to expend additional resources to continue to enhance our information security measures and to investigate and remediate any information security vulnerabilities.

Increased public attention to corporate responsibility matters may expose us to negative public perception, impose additional costs on our business, or impact our stock price.

Recently, more attention is being directed towards publicly-traded companies regarding Corporate Responsibility ("CR") matters.

Our efforts to improve our CR profile and practices, including reducing emissions and improving the efficiency of our building operations and the resiliency of our buildings, may require capital expenditures and may result in short- or long-term increases in our operating costs, all of which could adversely impact our financial condition or results of operations.

Corporate responsibility matters may expose us to negative public perception, impose additional costs on our business, or impact our stock price.

Our efforts to improve our CR profile and practices may require capital expenditures and may result in short- or long-term increases in our operating costs, all of which could adversely impact our financial condition or results of operations.

Our ability to achieve our CR goals and objectives and to accurately and transparently report our progress presents numerous operational, financial, legal, and other risks and are partially dependent on the actions of our customers and vendors.

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Any failure or perceived failure, whether or not valid, to pursue or fulfill our CR goals, targets, and objectives or to satisfy various CR reporting standards within the timelines we announce, or at all, could increase the risk of litigation.

Additionally, while we strive to create and maintain an inclusive culture and a diverse workforce where everyone is valued and respected, a failure, or a perceived failure, to properly address matters of culture, including inclusivity and diversity matters, could result in reputational harm or an inability to attract and retain customers or employees.

Additionally, while we strive to create and maintain an inclusive culture where everyone is valued and respected, a failure, or a perceived failure, to properly address matters of culture could result in reputational harm or an inability to attract and retain customers or employees.

Similarly, our approach to and description of our culture, policies, and practices could be perceived by some investors or third parties as failing to meet regulatory or best practices, which could negatively impact our reputation, ability to do business with certain partners, access to capital, and stock price.

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What changed 10-K

Item 1A. Risk Factors