What changed in this filing

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Item 9A. Controls and Procedures

2026-02-05 compared with 2025-02-06 · 256 added, 246 removed, 1133 unchanged (31% of the section changed)

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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.

Based on this assessment, we concluded that we

maintained effective internal control over financial reporting as of December 31, 2025.

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, 2025, which follows this report of management.

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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.

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.

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, and incorporated herein by reference.

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).

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), and incorporated herein by reference.

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

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

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

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, and incorporated herein by reference.

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), and incorporated herein by reference.

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

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

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

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, and incorporated herein by reference.

Form of 5.375% Senior Notes due 2032 (included in Exhibit 4.10), and incorporated herein by reference.

Third Supplemental Indenture, dated as of June 6, 2025, 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 on June 6, 2025 and incorporated herein by reference.

Form of 5.250% Senior Notes due 2030 (included in Exhibit 4.12), filed as Exhibit 4.3 to the Registrant's Current Report on Form 8-K on June 6, 2025 and incorporated herein by reference.

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.

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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.

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.

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.

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.

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, and incorporated herein by reference.

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.

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.

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, and incorporated herein by reference.

Cousins Properties Incorporated Executive Severance Plan, effective April 28, 2025, filed as Exhibit 10.1 to the Registrant's Form 10-Q filed for the quarter ended March 31, 2025, and incorporated herein by reference.

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.

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

Insider Trading Policy.

Insider Trading Policy, filed as Exhibit 19 to the Registrant's Form 10-K for the year ended December 31, 2024, and incorporated herein by reference.

Subsidiaries of the Registrant.

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

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.

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

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

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Fordham Director February 5, 2026

/s/ Lillian C.

Giornelli Director February 6, 2025

Givens Director February 5, 2026

Kent Griffin, Jr.

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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").

We have audited the accompanying consolidated balance sheets of Cousins Properties Incorporated and subsidiaries (the "Company") as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income, equity, and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and the 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, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

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$ 7,894,846 $ 7,785,597

Projects under development — 132,884

Land 135,870 154,726

8,030,716 7,940,323

Real estate assets and other assets held for sale, net 61,489 —

Cash and cash equivalents 5,720 7,349

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Deferred rents receivable 269,282 232,078

Investment in unconsolidated joint ventures 185,478 143,831

Investments in unconsolidated joint ventures 215,301 185,478

Intangible assets, net 164,738 171,989

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Other liabilities 111,506 110,712

Liabilities of real estate assets held for sale, net 2,849 —

Total liabilities 4,187,930 3,931,979

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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

Common stock, $ 1 par value per share, 300,000,000 shares authorized, 167,981,990 and 167,660,480 issued and outstanding in 2025 and 2024, respectively

167,982 167,660

Additional paid-in capital 5,971,762 5,959,670

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

— ( 145,696 )

Distributions in excess of cumulative net income ( 1,460,154 ) ( 1,280,547 )

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

Accumulated other comprehensive loss — ( 105 )

Total stockholders' investment 4,679,590 4,846,678

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Interest expense 159,241 122,476 105,463

Operating property impairment 13,286 — —

Land and related predevelopment cost impairment 1,034 — —

Depreciation and amortization 415,359 365,045 314,897

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944,405 807,479 721,861

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

(Loss) income from unconsolidated joint ventures ( 8,159 ) ( 2,796 ) 2,299

Gain on investment property transactions — 98 504

Net income 41,252 46,581 83,816

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Other comprehensive income — — — — 425 425 — 425

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

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

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( 3 ) 10,227 — — — 10,224 — 10,224

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

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

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

Other comprehensive income — — — — 425 425 — 425

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

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

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

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— 13,161 — — — 13,161 — 13,161

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

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

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Net income — — — 40,503 — 40,503 749 41,252

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

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

Other comprehensive income — — — — 105 105 — 105

Common stock issued pursuant to stock based compensation 328 ( 2,717 ) — — — ( 2,389 ) — ( 2,389 )

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( 6 ) 14,809 — — — 14,803 — 14,803

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

Contributions from noncontrolling interests — — — — — — 7 7

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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

Gain on investment property transactions — ( 98 ) ( 504 )

Depreciation and amortization 415,359 365,045 314,897

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Effect of non-cash adjustments to rental revenues ( 86,779 ) ( 58,591 ) ( 48,068 )

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

Loss (income) from unconsolidated joint ventures 8,159 2,796 ( 2,299 )

Operating distributions from unconsolidated joint ventures 1,460 3,611 3,664

Loss on extinguishment of debt — — ( 169 )

Operating property impairment 13,286 — —

Land and related predevelopment cost impairment 1,034 — —

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

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Property acquisitions ( 247,845 ) ( 837,953 ) —

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

Proceeds from borrower repayment of investments in real estate debt 150,791 — —

Investments in real estate debt ( 21,376 ) ( 167,219 ) —

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

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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 ( 425,661 ) ( 1,305,402 ) ( 295,735 )

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Bond issuance, net of original issue discount 499,935 896,392 —

Proceeds from term loans — — 400,000

Issuance of common stock — 468,004 —

Repayment of term loans — ( 100,000 ) —

Proceeds from mortgages — — 42,118

Repayment of senior notes ( 250,000 ) — —

Repayment of mortgages ( 6,754 ) ( 79,085 ) ( 8,273 )

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Payment of deferred financing costs ( 5,803 ) ( 8,221 ) ( 71 )

Issuance of common stock 468,004 — 103,120

Payment of issuance of common stock costs 46 — —

Proceeds from sale of treasury stock — — 443

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Distributions to noncontrolling interests ( 1,633 ) ( 1,351 ) ( 1,091 )

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

Net cash provided by (used in) financing activities 21,757 906,471 ( 71,725 )

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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, CPLP, CTRS, and their subsidiaries (collectively, the “Company”) develop, acquire, lease, manage, and own primarily Class A office properties and opportunistic mixed-use developments in the Sun Belt markets of the United States with a focus on Austin, Atlanta, Charlotte, Tampa, Phoenix, Dallas, and Nashville.

Cousins has elected to be taxed as a REIT and intends to, among other things, distribute at least 100 % of its net taxable income to stockholders, thereby eliminating any liability for federal income taxes under current law.

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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 .

The Company had no investments or interests in any VIEs as of December 31, 2025 or 2024.

SIGNIFICANT ACCOUNTING POLICIES

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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.

Costs related to planning, developing, and constructing a property, including initial direct leasing costs and 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.

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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.

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.

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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.

Please see note 3 for discussions of any impairment charges recorded for the years ended December 31, 2025, 2024, and 2023.

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.

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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.

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

See note 10 for a discussion of any interest rate swaps outstanding during the years ended December 31, 2025, 2024, or 2023.

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.

Any 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 regularly assesses the effectiveness of the hedge relationships between any 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-basic is calculated as net income available to common stockholders divided by the weighted average number of common shares outstanding during the period, including, if dilutive, 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).

RSUs are potentially 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 potentially 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

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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

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.

The hierarchy is used for the measurement of fair value of any real estate assets impaired (see note 3), 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 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.

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Actual results could differ from those estimates.

In July 2025, the Company acquired the Link in Uptown Dallas.

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

The Link Sail Tower Vantage South End

Closing Purchase Price $ 218,000 $ 521,775 $ 328,500

Acquisition Date December 2024 December 2024

Acquisition Date July 2025 December 2024 December 2024

Square Feet 292,000 804,000 639,000

Market Austin Charlotte

Market Dallas Austin Charlotte

Purchase Price Allocation

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Total net assets acquired (2) $ 215,014 $ 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.

(1) The intangible assets and liabilities acquired in 2025 will be amortized over a weighted average remaining lease term of 9.3 years from the acquisition date.

The intangible assets and liabilities acquired in 2024 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 $ 280,000 , $ 691,000 and $ 463,000 , respectively, as well as net operating liabilities acquired through closing prorations of $ 3.3 million, $ 11.3 million, and $ 1.7 million for The Link, 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 .

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

Subsequent to year end, on February 2, 2026, the Company acquired 300 South Tryon, a 638,000 square foot office building in Uptown Charlotte, for a purchase price of $ 317.5 million.

Held for Sale

As of December 31, 2025, the Company's Harborview Plaza operating office property and 303 Tremont land parcel were classified as held for sale.

The major classes of assets and liabilities of these properties held for sale were as follows ($ in thousands):

Real estate assets and other assets held for sale

Operating properties, net of accumulated depreciation of $ 15,341

Notes and accounts receivable 272

Deferred rents receivable 2,082

Intangible assets, net of accumulated amortization of $ 682

Other assets 4,461

Liabilities of real estate assets held for sale

Accounts payable and accrued expenses $ 1,769

Deferred income 266

Intangible liabilities, net of accumulated amortization of $ 140

Other liabilities 765

In accordance with our policy on impairment described in note 2 to the financial statements, the Company reviews their real estate assets on an asset group basis for impairment and if circumstances indicate an asset group's carrying value may not be recoverable, records an impairment.

This review includes our operating properties, properties under development, and land holdings and is done with the consideration of if the asset group is determined to be held-for-investment or held-for-sale.

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

In December 2025, the Company accepted offers, with conditions, for the future sale of Harborview Plaza property as well as the 303 Tremont land parcel.

Based on the statuses of these potential dispositions, as of December 31, 2025, the Company concluded the sales were probable within one year and, therefore, transferred the assets and liabilities of the property and of the land parcel to held-for-sale on the accompanying balance sheet as of December 31, 2025.

Because the carrying value of the asset groups exceeded the expected net sale proceeds less selling costs, the Company recorded impairment charges of $ 14.3 million in the accompanying statement of operations for the year ended December 31, 2025.

The net proceeds were based on the third-party offers to purchase (a Level 2 input under authoritative guidance for fair value measurements).

At December 31, 2024, the Company had no held-for-sale assets or liabilities.

For the years ended December 31, 2024 and 2023, no held-for-sale assets were impaired in the accompanying statement of operations.

GROUND LEASES

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The weighted average discount rate used in determining these liabilities associated with ground leases at December 31, 2025 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, 2025, 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.

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

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.

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For the years ended December 31, 2025, 2024, and 2023, the Company had $ 300,000 , $ 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 and $ 162,000 in 2024 and 2023, 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.

For the years ended December 31, 2025, 2024, and 2023, the Company paid $ 2.3 million, $ 2.1 million, and $ 2.1 million, respectively, in cash related to operating ground leases and, excluding the purchase of fee interest noted above, made $ 39,000 and $ 162,000 , in cash payments related to financing ground leases in 2024 and 2023, respectively.

The following table represents the undiscounted cash flows of our scheduled obligations for future minimum payments for ground leases as of December 31, 2025, with a reconciliation of these cash flows to the related ground lease liabilities in accordance with ASC 842 ($ in thousands):

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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)

The details of the real estate debt investments are as follows ($ in thousands):

Carrying Value and

Fair Value at

Collateral December 31, 2025 December 31, 2024

110 East - Pledge of equity interest (1)

Charlotte, NC, Office Building

$ 16,559 13.40 % February 2026

Radius - Pledge of equity interests (2)

$ 18,218 $ 16,559

Radius - Pledge of equity interest (1)

Nashville, TN, Office Building

12,660 12.65 % June

Saint Ann - Pledge of asset

Dallas, TX, Office Building

138,000 8.06 % (3) December 2024

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

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

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

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

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

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

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

Neuhoff - Pledge of equity interest (2)

Nashville, TN, Mixed Use Development

$ 37,804 $ 167,219

(1) The first priority lender of these mortgage loans had a combined balance of $ 95.3 million and $ 152.7 million as of December 31, 2025 and 2024, respectively.

(2) Reflects a loan to the Company's equity partner in the Neuhoff joint venture and is secured by such partner's 50 % equity interest in the joint venture.

Interest Income for the

Year Ended December 31,

Collateral 2025 2024

110 East - Pledge of equity interest

Charlotte, NC, Office Building

$ 2,287 $ 1,385

Radius - Pledge of equity interest

Nashville, TN, Office Building

Saint Ann - Pledge of asset

Dallas, TX, Office Building

Neuhoff - Pledge of equity interest

Nashville, TN, Mixed Use Development

$ 4,420 $ 5,771

In the second quarter of 2024 , the Company acquired the Radius and 110 East mezzanine real estate loans for $ 27.2 million, which were subordinated to the first priority mortgage loans.

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

In the fourth quarter of 2024, the Company acquired one mortgage loan at par for $ 138.0 million.

This mortgage was secured by Saint Ann Court, a 320,000 square foot office property in Dallas, had a maturity of December 7, 2024, and had a spread in excess of SOFR of 3.66 %, with an additional 5 % spread during any default period.

One month after the loan went into default, on January 7, 2025, the Saint Ann borrower repaid the $ 138.0 million mortgage loan at par and paid the interest in full.

On January 10, 2025, the Company entered into the First Amendment to Mezzanine Loan Agreement on the Radius loan, which among other things, reduced the requirements for the borrower to qualify for an extension on the loan in exchange for a minimum payment of interest.

On March 27, 2025, the Radius borrower repaid the $ 12.8 million mezzanine loan, and paid the interest in full, including a minimum interest guaranty of $ 858,000 .

Interest income on investments in real estate debt, including this minimum interest guaranty, is included in other revenue in the Company's consolidated statements of operations.

In the third quarter of 2025, the Company loaned a joint venture partner $ 19.6 million, which the partner used to fund a contribution to the Neuhoff joint venture.

The loan to the Company's partner is secured by the partner’s interest in the joint venture, bears interest at SOFR plus 6.25 %, and has an initial maturity of September 30, 2026, which may be extended

to September 30, 2027 if the related joint venture construction loan is extended (see note 6).

The variable interest rate as of December 31, 2025 was 9.93 %.

The 110 East loan provides the borrower with an opportunity to extend the initial maturity date of February 2026 to February 2027, subject to certain conditions.

The variable interest rate at December 31, 2025 was 12.75 %, including a SOFR base rate of 3.75 %.

The borrower has additional borrowing capacity under this loan, for which the Company funded $ 3.5 million subsequent to the acquisition of the loan through the period ended December 31, 2025.

The Company's share of additional borrowing capacity commitment under this loan is $ 3.8 million as of December 31, 2025.

As of December 31, 2025, the Company believes the fair value of the investments in real estate debt approximates the invested carrying values and, therefore, did not record any unrealized gain or loss on those investments.

The acquisition and origination of the Neuhoff partnership loan was a recently executed market transaction (Level 2) and market instruments for similar debt have not changed significantly since acquisition.

The 110 East mezzanine real estate loan rate approximates that which a loan with a similar maturity and loan-to-value relationship could have obtained on December 31, 2025.

This fair value analysis is considered to be Level 2 under the guidelines set forth in ASC 820, as the Company utilizes market rates for similar type loans from third party brokers.

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.

Interest income earned and any unrealized gain or loss associated with investments in real estate debt are recorded as a component of other revenue on the Company's consolidated statement of operations.

INVESTMENT IN UNCONSOLIDATED JOINT VENTURES

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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 — — — — — 34 — — 17

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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 September 2021, the joint venture closed on a construction loan with a borrowing capacity up to $ 312.7 million with an initial maturity date of September 2025 with one 12 -month extension, subject to conditions.

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 %.

In September 2025, the joint venture entered into the first amendment to the construction loan, repaid $ 39.2 million of outstanding principal funded by additional partner contributions (reducing the loan capacity to $ 273.5 million), and extended the maturity date to September 30, 2026.

The amended interest rate applicable to the construction loan is based on SOFR plus 3.00 % with a minimum rate of 6.25 %.

The joint venture has one option, subject to certain conditions, to extend the maturity date for an additional 12 months from the current maturity date.

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

The total liabilities in the table above include $ 249.9 million and $ 275.1 million related to this construction loan as of December 31, 2025 and 2024, 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.

The assets of the venture in the above table include cash balances of $ 3.6 million and $ 9.9 million at December 31, 2025 and 2024, respectively.

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.

The assets of the venture in the above table include cash balances of $ 3.8 million and $ 3.3 million at December 31, 2025 and 2024, respectively

Joint Ventures with Land Holdings

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The assets of the venture in the above table include a cash balance of $ 102,000 and $ 38,000 at December 31, 2025 and 2024, 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 .

For the years ended December 31, 2025, 2024, and 2023, the Company recognized $ 1.3 million, $ 1.5 million, and $ 1.2 million of joint venture fees, respectively .

INTANGIBLE ASSETS AND LIABILITIES

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Lease inducements, net of accumulated amortization of $ 9,919 and $ 8,181 in 2025 and 2024, respectively

11,024 10,537

Furniture, fixtures, and equipment and other deferred costs, net of accumulated depreciation of $ 20,837 and $ 20,004 in 2025 and 2024, respectively

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Public Senior Notes 5.875 % October 2034 500,000 500,000

Public Senior Notes 5.250 % July 2030 500,000 —

Public Senior Notes 5.375 % February 2032 400,000 400,000

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Terminus (6) 6.34 % January 2031 221,000 221,000

Fifth Third Center 3.37 % October 2026 122,802 126,548

Tryon 3.37 % October 2026 118,928 122,802

Colorado Tower 3.45 % September 2026 101,199 104,080

Domain 10 3.75 % November 2024 — 72,558

441,127 447,882

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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.

(3) The Company exercised the third of four available six-month extension options, which becomes effective on March 3, 2026, and extends the maturity to September 3, 2026.

(4) The Company exercised the fourth of four available 180-day extension options, which becomes effective on February 20, 2026, and extends the maturity to August 17, 2026.

(5) In July 2025, the Company repaid these notes in full.

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

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a secured leverage ratio of no more than 50 %;

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

and overall and unsecured leverage ratios of no more than 60 %.

The Credit Facility matures on April 30, 2027.

1 unchanged sentence

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 addition to the interest rate, the Credit Facility is also subject to an 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.

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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.

Under the 2022 Term Loan, the applicable interest rate 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 %, or (iv) 1.00 %, plus a spread of between 0.00 % and 0.65 %, based on leverage.

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 Company has exercised the third of the four six-month extension options, which becomes effective March 3, 2026, with an extended maturity date of September 3, 2026.

The final maturity date, should the Company elect to exercise the one remaining extensions, would be March 3, 2027.

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.

3 unchanged sentences

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

These swaps expired on March 3, 2025.

For the 2022 Term Loan, we have elected six-month Term SOFR rates under the terms of the loan.

These six-month Term SOFRs were 4.2018 % in effect from March 3, 2025 through September 2, 2025, and 4.206 % in effect from September 3, 2025 to March 2, 2026.

At December 31, 2025, the spread over the underlying SOFR rates was 0.85 % for the 2022 Term Loan.

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.

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

In December 2025, the Company exercised the fourth of the four 180 day extension options, which becomes effective February 20, 2026, with an extended maturity date of August 17, 2026.

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

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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.

This swap has expired, resulting in recognition of a variable daily SOFR rate elected under the terms of the loan.

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.

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Unsecured Senior Notes

At December 31, 2025, the Company had $ 2.2 billion aggregate principal amount of senior unsecured notes outstanding.

In June 2025, CPLP issued $ 500.0 million in aggregate principal amount of 5.25 % public senior notes.

Upon issuance of these notes, CPLP received proceeds of $ 499.9 million dollars, net of the original issue discount of $ 65,000 , resulting in an effective interest rate of 5.251 %.

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

These public senior notes had issuance costs of $ 4.2 million and mature on July 15, 2030.

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

Upon issuance of 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 %.

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 of 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.

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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 Company also has $ 750.0 million aggregate principal amount of privately placed unsecured senior notes outstanding in four tranches as of December 31, 2025.

The privately placed unsecured senior notes contain financial covenants that are generally consistent with those of our Credit Facility, with the exception of a secured leverage ratio of no more than 40 %.

A privately placed senior unsecured note of $ 250 million with a fixed interest rate of 3.91 % was repaid at maturity on July 7, 2025.

The senior notes also contain customary representations and warranties, both affirmative and negative covenants, and customary events of default.

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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, 2025, the Company had $ 441.1 million outstanding on four non-recourse mortgage notes with a weighted average interest rate of 4.88 %.

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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):

Future principal payments due (including scheduled amortization payments and payments due upon maturity) on the Company's notes payable at December 31, 2025 are as follows ($ in thousands):

2026 $ 870,127

1 unchanged sentence

DERIVATIVE FINANCIAL INSTRUMENTS

The Company has no outstanding derivative financial instruments as of December 31, 2025.

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 %.

1 unchanged sentence

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

The 2023 and 2024 Swaps expired upon their March 3, 2025 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 2022 Swap expired upon its August 30, 2024 maturity.

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.

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Total amount of interest expense presented in the consolidated statements of operations $ 159,241 $ 122,476 $ 105,463

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.

Fair value of 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.

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COMMITMENTS AND CONTINGENCIES

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.

The Company had a total of $ 172.9 million in future obligations under leases to fund tenant improvements and other future construction obligations at December 31, 2025.

Additionally, the Company had $ 3.8 million of future funding commitments related to investments in real estate debt at December 31, 2025 as discussed in note 5.

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If an unfavorable outcome is reasonably possible and the estimated loss is material, the Company discloses the nature and estimate of the possible loss of the litigation.

The Company does not

disclose information with respect to litigation where an unfavorable outcome is considered to be remote or where the estimated loss would not be material.

The Company does not disclose information with respect to litigation where an unfavorable outcome is considered to be remote or where the estimated loss would not be material.

Based on current expectations, such matters, both individually and in the aggregate, are not expected to have a material adverse effect on the liquidity, results of operations, business, or financial condition of the Company.

STOCKHOLDERS' EQUITY

In 2021, the Company entered into an E quity 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.

The use of a forward equity sale agreement ("Forward Sales") would allow the Company to lock in a share price on the sale of shares of its common stock at the time the agreement is executed but defer receiving the proceeds from the sale of shares until a later date, allowing the Company to better align such funding with its capital needs.

Sales of shares of Cousins' stock through its banking relationships, if any, are made in amounts and at times to be determined by Cousins from time to time, but the Company has no obligation to sell any of the shares in the offering and may suspend sales in connection with the offering at any time.

Sales of 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 2024, the Company filed a Form S-3 to renew the registration of its authorized shares.

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

During the year ended December 31, 2025 , the Company sold 2.9 million shares under Forward Sales contracts at an average price of $ 30.44 per share.

These Forward Sales contracts had an initial maturity date of December 31, 2025, which was extended to December 31, 2026 by mutual agreement of each party.

The Forward Sales contracts can be further extended with the consent of each party.

The future settlement proceeds, as of December 31, 2025, net of $ 894,000 of commissions, will be $ 88.5 million.

Prior to the Forward Sales executed during the year ended December 31, 2025, the Company had issued 2.6 million shares under the ATM Program and generated cash proceeds of $ 101.4 million, net of $ 1.1 million of commissions, $ 1.7 million of dividends owed during the period the Forward Sales were outstanding, and $ 900,000 of other transaction related costs.

Of the aggregate gross sales price of up to $ 500 million available to be sold under the EDA for the current ATM program, the Company has $ 305.6 million remaining as of December 31, 2025 .

To the extent, prior to settlement, shares sold under Forward Sales were potentially dilutive during the period under the treasury stock method, the impact of such dilution is disclosed in the calculation included in note 18.

The Company did not issue any shares under the ATM Program during the year ended December 31, 2024 and did not have any outstanding Forward Sales contracts as of December 31, 2024.

Common Stock Offerings

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

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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.

Other Equity Transactions

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.

The annual offering periods for the Cousins Employee Stock Purchase Plan ("ESPP") ended on November 30, 2025, 2024, and 2023, respectively.

Employees purchased a total of 16,491 , 20,292 , and 25,441 shares in 2025, 2024, and 2023, respectively, under the ESPP.

In 2025 and 2024, the Company settled the employees' purchase of shares through issuance of Company common stock.

In 2023, 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.

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.

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Dividends (1) Long-Term

Capital Gain Non Dividend Distributions Unrecaptured

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

Capital Gain (2) Non Dividend Distributions Section 897 Capital Gain Section 1061 One Year Amounts Disclosure (3) Section 1061 Three Year Amounts Disclosure (3)

2025 $ 1.280000 $ 0.801158 $ 0.027426 $ 0.451416 $ — $ 0.027426 $ —

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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".

(2) None of the amounts included in long term capital gain represent unrecaptured section 1250 gain.

(3) 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".

REVENUE RECOGNITION

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• 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;

(2) percentage rents recognized based on tenant achieved sales;

(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.

and (5) the reimbursement of tenants' share of operating expenses.

The Company's leases typically include tenant 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.

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For the years ended December 31, 2025, 2024, and 2023, the Company recognized fee and other revenue of $ 13.3 million, $ 9.0 million, and $ 3.8 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):

The following table presents the future minimum cash rents to be received by consolidated entities under existing non-cancellable leases as of December 31, 2025 ($ in thousands):

December 31, 2025

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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.

In February 2025, the Company sold its bankruptcy claim, related primarily to the lease rejection, to a third party for $ 4.6 million in cash, which is included in other revenue in the Company's consolidated statement of operations for the year ended December 31, 2025.

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.

The Company has two outstanding stock-based compensation plans:

the Cousins Properties Incorporated 2019 Omnibus Incentive Stock Plan (the "2019 Plan") under which the Company issues restricted stock and restricted stock units ("RSUs") and the ESPP under which employees can purchase common shares at a discount.

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.

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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):

For 2025, 2024, and 2023, stock-based compensation expenses, net of forfeitures, were recorded as follows ($ in thousands):

2025 2024 2023

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Service-based RSUs — — 61

Dividend equivalent units — — 69

Total stock-based compensation expense $ 16,476 $ 14,788 $ 11,962

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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.

As of December 31, 2025, approximately 850,000 shares were authorized to be awarded pursuant to the 2019 Plan.

Equity-Classified Awards

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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.

Subsequent to year end on February 5, 2026, the Company made modifications to its market-based RSUs granted in 2023.

These modifications were made to clarify the definition of the peer group used to measure TSR award achievement and 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.

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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.

As of December 31, 2025, the Company had $ 5.6 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 1.7 years.

The total vesting date fair value of the restricted stock which vested during 2025, 2024, and 2023 was $ 4.5 million, $ 2.7 million, and $ 2.4 million, respectively.

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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

Restricted stock and RSUs unvested at target - beginning of the year 862 $ 29.51 629 $ 34.16 463 $ 39.91

Granted 435 $ 36.74 498 $ 28.73 399 $ 29.31

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Forfeited ( 9 ) $ 30.24 ( 13 ) $ 31.41 ( 8 ) $ 37.60

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.

Restricted stock and RSUs unvested at target - end of year (1) 906 $ 32.79 862 $ 29.51 629 $ 34.16

(1) The target number of non-vested stock-settled RSUs and Restricted Stock at December 31, 2025 is 545,578 and 360,541 , respectively.

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 2025, 2024, and 2023:

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(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.

All shares of restricted stock receive nonforfeitable dividends and have voting rights during the vesting period.

Dividend equivalents for the 2025, 2024, and 2023 RSUs will be settled in cash based upon the number of units vested.

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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.

There were no service-based, market-based, or performance-based liability awards outstanding as of December 31, 2025 or 2024 and the expense related to liability awards for the year ended December 31, 2023 was not significant.

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

Employee Stock Purchase Plan

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The Company contributed $ 1.3 million , $ 1.1 million, and $ 1.1 million to the Retirement Savings Plan for the 2025, 2024, and 2023 plan years, respectively.

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):

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 $ — $ —

Operating as the Company's taxable subsidiary, CTRS is subject to income taxes, the impact of which is not material to the Company's financials.

For the years ended December 31, 2025, 2024, and 2023 there was no CTRS income tax expense or benefit recorded in the accompanying statements of operations.

As of December 31, 2025 and 2024, the net deferred tax asset of CTRS equaled $ 1.5 million and $ 1.7 million, respectively, with a valuation allowance placed against the full amount as of and for all periods presented.

The net deferred tax asset included $ 1.4 million and $ 1.4 million of federal and state tax net operating loss carryforwards as of December 31, 2025 and 2024, respectively.

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.

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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.

The conclusion that a valuation allowance should be recorded as of December 31, 2025 and 2024 was based on the lack of evidence that CTRS could generate sufficient future taxable income to realize any material benefit of these deferred tax assets.

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, 2025, 2024 and 2023 ($ in thousands, except per share amounts):

Year Ended December 31

2025 2024 2023

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Interest paid, net of amounts capitalized $ 141,469 $ 107,676 $ 100,553

Income taxes paid (1) — — 38

Non-Cash Transactions:

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Tenant improvements recorded in deferred income 63,691 115,838 60,568

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.

Change in real estate included in accounts payable and accrued expenses ( 24,042 ) 20,863 18,727

REPORTABLE SEGMENTS

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These operating segments are aggregated for reporting by geographical area , with these geographical regions being:

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

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

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

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Year Ended December 31, 2025 Rental Property Revenues Rental Property Operating Expenses NOI

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

Austin $ 352,437 $ 110,013 $ 242,424

Atlanta 326,918 117,456 209,462

Charlotte 87,089 23,118 63,971

Tampa 81,498 28,845 52,653

Phoenix 66,436 17,513 48,923

Charlotte 59,008 16,844 42,164

Dallas 29,495 6,891 22,604

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Segment Totals $ 984,308 $ 318,484 $ 665,824

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

Non - Office Properties $ 13,828 $ 6,341 $ 7,487

Portfolio Totals $ 998,136 $ 324,825 $ 673,311

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Reimbursed expenses 544 634 608

Operating property impairment 13,286 — —

Land and related predevelopment cost impairment 1,034 — —

Other expenses 1,801 2,097 2,128

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Net operating income from unconsolidated joint ventures 12,349 6,617 5,824

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 )

Gain on investment property transactions — ( 98 ) ( 504 )

Net Operating Income $ 673,311 $ 570,324 $ 531,094

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Northpark Town Center — 22,350 295,825 — 91,764 22,350 387,589 409,939 126,521 — 2014 5 - 39 years

Hayden Ferry — 13,102 262,578 ( 252 ) 112,710 12,850 375,288 388,138 73,448 — 2016 5 - 40 years

Corporate Center (e) — 2,468 272,148 15,546 93,603 18,014 365,751 383,765 112,727 — 2016 5 - 40 years

300 Colorado (e) — 18,354 278,905 ( 64 ) 82,281 18,290 361,186 379,476 47,156 2022 2021 5 - 40 years

Corporate Center (e)

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

Buckhead Plaza — 35,064 234,111 — 87,119 35,064 321,230 356,294 84,197 — 2016 5 - 40 years

Briarlake Plaza — 33,486 196,915 — 119,663 33,486 316,578 350,064 60,886 — 2019 5 - 40 years

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

Spring & 8th — 28,131 — 426 301,791 28,557 301,791 330,348 84,486 2015 2015 5 - 40 years

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Continued on next page

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

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 — 133,480 13,439 236,270 249,709 84,265 — 2011 5 - 34 years

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

Tryon 118,928 22,591 180,430 — 41,352 22,591 221,782 244,373 64,029 — 2014 5 - 40 years

Charlotte, NC

3344 Peachtree $ — $ 16,110 $ 176,153 $ — $ 44,782 $ 16,110 $ 220,935 $ 237,045 $ 64,656 — 2016 5 - 40 years

The Link — 20,633 202,257 — — 20,633 202,257 222,890 3,139 — 2025 5 - 40 years

3350 Peachtree — 16,836 108,177 — 83,970 16,836 192,147 208,983 40,219 — 2016 5 - 40 years

The RailYard — 22,831 178,323 — 2,099 22,831 180,422 203,253 30,720 — 2020 5 - 40 years

Charlotte, NC

Promenade Central — 19,495 62,836 — 109,459 19,495 172,295 191,790 24,975 2022 2019 5 - 40 years

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

Avalon — 9,952 — 73 179,585 10,025 179,585 189,610 40,415 2016 2016 5 - 40 years

Colorado Tower (e)

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

100 Mill — 13,156 — 5 171,945 13,161 171,945 185,106 30,352 2022 2022 3 - 40 years

Heights Union — 9,545 123,944 — 21,468 9,545 145,412 154,957 23,313 — 2021 5 - 40 years

Colorado Tower (e) 101,199 1,600 — 20,555 127,321 22,155 127,321 149,476 46,954 2013 2013 5 - 40 years

Legacy Union One — 13,049 128,740 — 231 13,049 128,971 142,020 32,442 — 2019 5 - 40 years

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3348 Peachtree — 6,707 69,723 — 11,232 6,707 80,955 87,662 22,483 — 2016 5 - 40 years

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

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The Pointe $ — $ 9,404 $ 54,694 $ — $ 18,862 $ 9,404 $ 73,556 $ 82,960 $ 19,890 — 2016 5 - 40 years

Harborview Plaza — 10,800 39,136 — 12,913 10,800 52,049 62,849 15,193 — 2016 5 - 40 years

111 West Rio — 6,076 56,647 ( 127 ) 19,369 5,949 76,016 81,965 26,902 2017 2017 3 - 40 years

Research Park V — 4,373 — 801 44,397 5,174 44,397 49,571 19,479 2014 1998 5 - 30 years

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— 21,000 — — — 21,000 — 21,000 — — 2019

— 18,779 — 75 — 18,854 — 18,854 — — 2020

Charlotte, NC

Domain Point 3 — 11,018 — — — 11,018 — 11,018 — — 2020

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Improvements and other capitalized costs 327,011 345,775 350,654 — — —

345,775 350,654 436,201 — — —

Depreciation expense — — — 391,605 345,738 292,433

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Deductions during the period:

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

Undepreciated basis of real estate sold and transfers to held for sale ( 69,877 ) — ( 3,700 ) ( 15,353 ) — —

Impairment ( 13,286 ) — — — — —

Amortization of right-of-use ground lease assets ( 93 ) ( 300 ) — — — —

9 unchanged sentences

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

What changed 10-K

Item 9A. Controls and Procedures