Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES
General
The purpose of this section is to discuss our controls and procedures. The statements in this section represent the conclusions of Theodore J. Klinck, the Company’s President and Chief Executive Officer (“CEO”), and Brendan C. Maiorana, the Company’s Executive Vice President and Chief Financial Officer (“CFO”).
The CEO and CFO evaluations of our controls and procedures include a review of the controls’ objectives and design, the controls’ implementation by us and the effect of the controls on the information generated for use in this Annual Report. We seek to identify data errors, control problems or acts of fraud and confirm that appropriate corrective action, including process improvements, is undertaken. Our controls and procedures are also evaluated on an ongoing basis by or through the following:
• activities undertaken and reports issued by employees responsible for testing our internal control over financial reporting;
• quarterly sub-certifications by representatives from appropriate business and accounting functions to support the CEO’s and CFO’s evaluations of our controls and procedures;
• other personnel in our finance and accounting organization;
• members of our internal disclosure committee; and
• members of the audit committee of the Company’s Board of Directors.
We do not expect that our controls and procedures will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of controls and procedures must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
Management’s Annual Report on the Company’s Internal Control Over Financial Reporting
The Company’s management is required to establish and maintain internal control over financial reporting designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Internal control over financial reporting includes those policies and procedures that:
• pertain to the maintenance of records that in reasonable detail accurately and fairly reflect transactions and dispositions of assets;
• provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures are being made only in accordance with authorizations of management and directors; and
• provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the financial statements.
Under the supervision of the Company’s CEO and CFO, we conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025 based on the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
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We have concluded that, as of December 31, 2025, the Company’s internal control over financial reporting was effective. Deloitte & Touche LLP, our independent registered public accounting firm, has issued their attestation report, which is included below, on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025.
Management’s Annual Report on the Operating Partnership’s Internal Control Over Financial Reporting
The Operating Partnership is also required to establish and maintain internal control over financial reporting designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.
Under the supervision of the Company’s CEO and CFO, we conducted an evaluation of the effectiveness of the Operating Partnership’s internal control over financial reporting as of December 31, 2025 based on the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We have concluded that, as of December 31, 2025, the Operating Partnership’s internal control over financial reporting was effective. SEC rules do not require us to obtain an attestation report of Deloitte & Touche LLP on the effectiveness of the Operating Partnership’s internal control over financial reporting.
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the stockholders and the Board of Directors of Highwoods Properties, Inc.:
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Highwoods Properties, Inc. and subsidiaries (the “Company”) as of December 31, 2025, based on criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control-Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2025, of the Company and our report dated February 10, 2026, expressed an unqualified opinion on those financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on the Company’s Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Deloitte and Touche LLP
Raleigh, North Carolina
February 10, 2026
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Changes in Internal Control Over Financial Reporting
There were no changes in the Company’s internal control over financial reporting during the fourth quarter of 2025 that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. There were also no changes in the Operating Partnership’s internal control over financial reporting during the fourth quarter of 2025 that materially affected, or are reasonably likely to materially affect, the Operating Partnership’s internal control over financial reporting.
Disclosure Controls and Procedures
SEC rules require us to maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our annual and periodic reports filed with the SEC is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. As defined in Rule 13a-15(e) under the Exchange Act, disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us is accumulated and communicated to our management, including the Company’s CEO and CFO, to allow for timely decisions regarding required disclosure. The Company’s CEO and CFO concluded that the Company’s disclosure controls and procedures were effective at the end of the period covered by this Annual Report. The Company’s CEO and CFO also concluded that the Operating Partnership’s disclosure controls and procedures were effective at the end of the period covered by this Annual Report.
ITEM 9B. OTHER INFORMATION
None.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Information about the Company’s executive officers and directors, the code of ethics that applies to the Company’s chief executive officer and senior financial officers, which is posted on our website, and certain corporate governance matters is incorporated herein by reference to the Company’s Proxy Statement to be filed in connection with the Company's annual meeting of stockholders to be held on May 12, 2026. No changes have been made to the procedures by which stockholders may recommend nominees to the Company’s board of directors since the 2025 annual meeting, which was held on May 13, 2025.
The Company has adopted insider trading policies and procedures governing the purchase, sale and/or other dispositions of our securities by directors, officers and employees that are reasonably designed to promote compliance with insider trading laws, rules and regulations and NYSE listing standards . No director or officer of the Company adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements.
See Item X in Part I of this Annual Report for biographical information regarding the Company’s executive officers. The Company is the sole general partner of the Operating Partnership.
ITEM 11. EXECUTIVE COMPENSATION
Information about the compensation of the Company’s directors and executive officers is incorporated herein by reference to the Company’s Proxy Statement to be filed in connection with its annual meeting of stockholders to be held on May 12, 2026.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Information about the beneficial ownership of Common Stock and the Company’s equity compensation plans is incorporated herein by reference to the Company’s Proxy Statement to be filed in connection with its annual meeting of stockholders to be held on May 12, 2026.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
Information about certain relationships and related transactions, if any, and the independence of the Company’s directors is incorporated herein by reference to the Company’s Proxy Statement to be filed in connection with its annual meeting of stockholders to be held on May 12, 2026.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Information about fees paid to and services provided by our independent registered public accounting firm is incorporated herein by reference to the Company’s Proxy Statement to be filed in connection with its annual meeting of stockholders to be held on May 12, 2026.
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PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
Reference is made to the Index to Consolidated Financial Statements on page 53 for a list of the Consolidated Financial Statements of Highwoods Properties, Inc. and Highwoods Realty Limited Partnership included in this report.
Exhibits
Exhibit
Number Description
3.1 Amended and Restated Charter of the Company (filed as part of the Company’s Current Report on Form 8-K dated May 15, 2008)
3.2 Amended and Restated Bylaws of the Company (filed as part of the Company’s Current Report on Form 8-K dated May 15, 2008)
4.1 Indenture among the Operating Partnership, the Company and U.S. Bank National Association (as successor in interest to Wachovia Bank, N.A.) dated as of December 1, 1996 (filed as part of the Operating Partnership’s Current Report on Form 8-K dated December 2, 1996)
4.2 Form of 3.875% Notes due March 1, 2027 (filed as part of the Company’s Current Report on Form 8-K dated February 23, 2017)
4.3 Officers’ Certificate Establishing the Terms of the 3.875% Notes, dated February 23, 2017 (filed as part of the Company’s Current Report on Form 8-K dated February 23, 2017)
4.4 Form of 4.125% Notes due March 15, 2028 (filed as part of the Company’s Current Report on Form 8-K dated March 5, 2018)
4.5 Officers’ Certificate Establishing the Terms of the 4.125% Notes, dated March 5, 2018 (filed as part of the Company’s Current Report on Form 8-K dated March 5, 2018)
4.6 Form of 4.20% Notes due April 15, 2029 (filed as part of the Company’s Current Report on Form 8-K dated March 7, 2019)
4.7 Officers’ Certificate Establishing the Terms of the 4.20% Notes, dated March 7, 2019 (filed as part of the Company’s Current Report on Form 8-K dated March 7, 2019)
4.8 Form of 3.050% Notes due February 15, 2030 (filed as part of the Company’s Current Report on Form 8-K dated September 13, 2019)
4.9 Officers’ Certificate Establishing the Terms of the 3.050% Notes, dated September 13, 2019 (filed as part of the Company’s Current Report on Form 8-K dated September 13, 2019)
4.10 Form of 2.600% Notes due February 1, 2031 (filed as part of the Company’s Current Report on Form 8-K dated August 13, 2020)
4.11 Officers’ Certificate Establishing the Terms of the 2.600% Notes, dated August 13, 2020 (filed as part of the Company’s Current Report on Form 8-K dated August 13, 2020)
4.12 Description of Registered Securities (filed as part of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019)
4.13 Form of 7.65% Notes due February 1, 2034 (filed as part of the Company’s Current Report on Form 8-K dated November 16, 2023)
4.14 Officers’ Certificate Establishing the Terms of the 7.65% Notes, dated November 21, 2023 (filed as part of the Company’s Current Report on Form 8-K dated November 16, 2023)
4.15 Form of 5.350% Notes due January 15, 2033 (filed as part of the Company’s Current Report on Form 8-K dated November 16, 2023)
4.16 Officers’ Certificate Establishing the Terms of the 5.350% Notes, dated November 14, 2025 (filed as part of the Company’s Current Report on Form 8-K dated November 14, 2025)
10.1 Second Restated Agreement of Limited Partnership, dated as of January 1, 2000, of the Operating Partnership (filed as part of the Company’s Annual Report on Form 10-K for the year ended December 31, 2004)
10.2 Amendment No. 1, dated as of July 22, 2004, to the Second Restated Agreement of Limited Partnership, dated as of January 1, 2000, of the Operating Partnership (filed as part of the Company’s Annual Report on Form 10-K for the year ended December 31, 2004)
10.3 Amendment No. 2, dated as of July 19, 2018, to the Second Restated Agreement of Limited Partnership, dated as of January 1, 2000, of the Operating Partnership (filed as part of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018)
10.4 * 2015 Long-Term Equity Incentive Plan (filed as part of the Company’s Current Report on Form 8-K dated May 13, 2015)
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Exhibit
Number Description
10.5 Form of warrants to purchase Common Stock of the Company (filed as part of the Company’s Annual Report on Form 10-K for the year ended December 31, 1997)
10.6 * Highwoods Properties, Inc. Retirement Plan, effective as of March 1, 2006 (filed as part of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2007)
10.7 * Highwoods Properties, Inc. 2020 Employee Stock Purchase Plan (filed as part of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020)
10.8 * Amendment No. 1, dated as of November 30, 2022, to the Highwoods Properties, Inc. 2020 Employee Stock Purchase Plan (filed as part of the Company's Annual Report on Form 10-K for the year ended December 31, 2022)
10.9 * Executive Supplemental Employment Agreement, dated as of September 1, 2015 between the Company and Theodore J. Klinck (filed as part of the Company’s Current Report on Form 8-K dated September 1, 2015)
10.10 * Amended and Restated Executive Supplemental Employment Agreement, dated as of February 12, 2013, between the Company and Jeffrey D. Miller (filed as part of the Company’s Annual Report on Form 10-K for the year ended December 31, 2012)
10.11 * Executive Supplemental Employment Agreement, dated as of July 19, 2019, between the Company and Brendan C. Maiorana (filed as part of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019)
10.12 * Executive Supplemental Employment Agreement, dated as of July 19, 2019, between the Company and Brian M. Leary (filed as part of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019)
10.13 * 2021 Long-Term Equity Incentive Plan (filed as part of the Company’s Current Report on Form 8-K dated May 11, 2021)
10.14 Fifth Amendment to Sixth Amended and Restated Credit Agreement, dated as of August 12, 2025, by and among the Company, the Operating Partnership, Bank of America, N.A., as Administrative Agent, and the Other Lenders named therein (filed as part of the Company’s Current Report on Form 8-K) dated August 14, 2025)
10.15 * Amendment No. 1, dated as of February 10, 2025, to the Highwoods Properties, Inc. 2021 Long-Term Equity Incentive Plan (filed as part of the Company's Annual Report on Form 10-K for the year ended December 31, 2024)
10.16 * 2025 Long-Term Equity Incentive Plan (filed as part of the Company’s Current Report on Form 8-K dated May 13, 2025)
19 Insider Trading Policy and Procedures (filed as part of the Company's Annual Report on Form 10-K for the year ended December 31, 2023)
21 Schedule of Subsidiaries
23 Consent of Deloitte & Touche LLP for the Company
31.1 Certification of CEO Pursuant to Section 302 of the Sarbanes-Oxley Act for the Company
31.2 Certification of CFO Pursuant to Section 302 of the Sarbanes-Oxley Act for the Company
31.3 Certification of CEO Pursuant to Section 302 of the Sarbanes-Oxley Act for the Operating Partnership
31.4 Certification of CFO Pursuant to Section 302 of the Sarbanes-Oxley Act for the Operating Partnership
32.1 Certification of CEO Pursuant to Section 906 of the Sarbanes-Oxley Act for the Company
32.2 Certification of CFO Pursuant to Section 906 of the Sarbanes-Oxley Act for the Company
32.3 Certification of CEO Pursuant to Section 906 of the Sarbanes-Oxley Act for the Operating Partnership
32.4 Certification of CFO Pursuant to Section 906 of the Sarbanes-Oxley Act for the Operating Partnership
97 Policy Relating to Recovery of Erroneously Awarded Compensation (filed as part of the Company's Annual Report on Form 10-K for the year ended December 31, 2023)
101.INS Inline XBRL Instance Document (the instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document)
101.SCH Inline XBRL Taxonomy Extension Schema Document
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
* Represents management contract or compensatory plan.
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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page
Highwoods Properties, Inc.
Report of Independent Registered Public Accounting Firm (PCAOB ID No. 34 )
54
Consolidated Financial Statements:
Consolidated Balance Sheets as of December 31, 2025 and 2024
57
Consolidated Statements of Income for the Years Ended December 31, 2025, 2024 and 2023
58
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2025, 2024 and 2023
59
Consolidated Statements of Equity for the Years Ended December 31, 2025, 2024 and 2023
60
Consolidated Statements of Cash Flows for the Years Ended December 31, 2025, 2024 and 2023
62
Highwoods Realty Limited Partnership:
Report of Independent Registered Public Accounting Firm (PCAOB ID No. 34 )
64
Consolidated Financial Statements:
Consolidated Balance Sheets as of December 31, 2025 and 2024
67
Consolidated Statements of Income for the Years Ended December 31, 2025, 2024 and 2023
68
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2025, 2024 and 2023
69
Consolidated Statements of Capital for the Years Ended December 31, 2025, 2024 and 2023
70
Consolidated Statements of Cash Flows for the Years Ended December 31, 2025, 2024 and 2023
71
Notes to Consolidated Financial Statements
73
Schedule III
105
__________
All other schedules are omitted because they are not applicable or because the required information is included in our Consolidated Financial Statements or notes thereto.
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the stockholders and the Board of Directors of Highwoods Properties, Inc.:
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Highwoods Properties, Inc. and subsidiaries (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of income, 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.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 10, 2026, expressed an unqualified opinion on the Company’s internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Real Estate Assets – Determination of Impairment Indicators and Impairment —Refer to Note 1 and Note 3 to the financial statements
Critical Audit Matter Description
The Company performs an impairment analysis of properties which begins with an evaluation of events or changes in circumstances that may indicate that the carrying value may not be recoverable, such as a significant decline in occupancy, identification of materially adverse legal or environmental factors, a change in the designation of an asset from core to non-core, which may impact the anticipated holding period, or a decline in market value to an amount less than carrying value. When events or changes in circumstances indicate that the carrying value may not be recoverable, the Company evaluates its real estate assets for impairment by comparing undiscounted future cash flows expected to be generated over the estimated hold period of each asset to the respective carrying amount. If the carrying amount of an asset exceeds the undiscounted future cash flows, an analysis is performed to determine the fair value of the asset.
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The Company makes judgments to determine whether specific real estate assets possess indicators of impairment. Changes in those judgments could have a material impact on the real estate assets that are identified for further analysis. For those real estate assets where impairment has been identified, the Company makes significant estimates and assumptions to determine the fair value using discounted future cash flows expected to be generated over the life of the asset.
Given (1) the Company’s evaluation of possible indications of impairment of real estate assets requires management to make judgments, (2) the undiscounted estimated future operating and residual cash flows to determine recoverability require management to make significant estimates and assumptions related to current and projected trends in rental, occupancy, capitalization rates and estimated hold periods, and (3), the determination of fair value also requires management to make significant estimates and assumptions related to the current and projected trends in discount rates, performing audit procedures to evaluate (a) whether management appropriately identified events or changes in circumstances indicating that the carrying amounts of real estate assets may not be recoverable, (b) the reasonableness of managements undiscounted future cash flow analysis, and (c) the reasonableness of managements discounted future cash flow analysis, required a high degree of auditor judgment and an increased extent of effort.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the evaluation of real estate assets for possible indications of impairment and our procedures related to the undiscounted estimated future operating and residual cash flows to determine recoverability and discount rate used in determining fair value, included the following, among others:
• We tested the effectiveness of controls over management’s identification of possible circumstances that may indicate that the carrying amounts of real estate assets are no longer recoverable, including controls over management’s designation of an asset as core or non-core, occupancy and management’s controls over undiscounted estimated future operating and residual cash flows to determine recoverability.
• We tested the effectiveness of controls over management’s determination the discount rate used in the estimation of fair value utilized to record impairment charges.
• We evaluated management’s identification of impairment indicators by developing an independent determination if properties exhibit an indicator of impairment by:
– Inquiring of management and reading investment committee and board minutes to identify properties that should be evaluated as non-core and therefore may impact the anticipated holding period.
– Testing real estate assets for possible indications of impairment, including searching for adverse asset-specific circumstances and/or market conditions by reviewing questionnaires to regional property managers and using reputable market surveys.
– Developing an independent expectation of impairment indicators and comparing such expectation to management’s analysis.
• We evaluated the Company’s determination of the undiscounted estimated future operating and residual cash flows to determine recoverability for those assets where an indicator had been identified by performing the following:
– Comparing the projections included in management’s cash flow estimates to determine recoverability to the Company’s historical results and external market sources.
– Evaluating the reasonableness of the significant assumptions used in the undiscounted estimated future operating and residual cash flows, including the estimated hold period, rental rates, growth rates, and capitalization rate assumptions.
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• We evaluated the Company’s determination of fair value for those assets where impairment had been identified by performing the following:
– With the assistance of our fair value specialists, we evaluated the reasonableness of the valuation methodology and the market prices for comparable properties, and we developed a range of independent estimates of fair value and compared our estimates to those used by management.
/s/ Deloitte & Touche LLP
Raleigh, North Carolina
February 10, 2026
We have served as the Company’s auditor since 2006.
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HIGHWOODS PROPERTIES, INC.
Consolidated Balance Sheets
(in thousands, except share and per share data)
December 31,
2025 2024
Assets:
Real estate assets, at cost:
Land $ 609,177 $ 570,286
Buildings and tenant improvements 6,144,697 5,826,603
Development in-process 6,248 —
Land held for development 214,149 221,048
6,974,271 6,617,937
Less-accumulated depreciation ( 1,902,276 ) ( 1,796,586 )
Net real estate assets 5,071,995 4,821,351
Real estate and other assets, net, held for sale 23,201 55,409
Cash and cash equivalents 27,358 22,412
Restricted cash 15,691 11,265
Accounts receivable 28,263 28,287
Mortgages and notes receivable 12,228 11,064
Accrued straight-line rents receivable 318,024 308,853
Investments in and advances to unconsolidated affiliates 471,580 485,726
Deferred leasing costs, net of accumulated amortization of $ 169,972 and $ 170,312 , respectively
244,258 209,967
Prepaid expenses and other assets, net of accumulated depreciation of $ 25,144 and $ 20,626 , respectively
61,240 75,021
Total Assets $ 6,273,838 $ 6,029,355
Liabilities, Noncontrolling Interests in the Operating Partnership and Equity:
Mortgages and notes payable, net $ 3,554,178 $ 3,293,559
Accounts payable, accrued expenses and other liabilities 284,006 304,551
Total Liabilities 3,838,184 3,598,110
Commitments and contingencies
Noncontrolling interests in the Operating Partnership 52,777 65,791
Equity:
Preferred Stock, $ 0.01 par value, 50,000,000 authorized shares;
8.625 % Series A Cumulative Redeemable Preferred Shares (liquidation preference $ 1,000 per share), 26,691 and 28,811 shares issued and outstanding, respectively
26,691 28,811
Common Stock, $ 0.01 par value, 200,000,000 authorized shares;
109,905,241 and 107,623,777 shares issued and outstanding, respectively
1,099 1,076
Additional paid-in capital 3,223,767 3,144,130
Distributions in excess of net income available for common stockholders ( 870,083 ) ( 810,608 )
Accumulated other comprehensive loss ( 2,494 ) ( 2,246 )
Total Stockholders’ Equity 2,378,980 2,361,163
Noncontrolling interests in consolidated affiliates 3,897 4,291
Total Equity 2,382,877 2,365,454
Total Liabilities, Noncontrolling Interests in the Operating Partnership and Equity $ 6,273,838 $ 6,029,355
See accompanying notes to consolidated financial statements.
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HIGHWOODS PROPERTIES, INC.
Consolidated Statements of Income
(in thousands, except per share amounts)
Year Ended December 31,
2025 2024 2023
Rental and other revenues $ 806,112 $ 825,862 $ 833,997
Operating expenses:
Rental property and other expenses 261,373 272,173 268,782
Depreciation and amortization 294,954 299,046 299,411
Impairments of real estate assets 8,800 24,600 —
General and administrative 40,307 41,903 42,857
Total operating expenses 605,434 637,722 611,050
Interest expense 152,433 147,198 136,710
Other income 9,587 12,337 4,435
Gains on disposition of property 107,149 46,817 47,773
Gain on deconsolidation of affiliate — — 11,778
Loss on disposition of investment in unconsolidated affiliate ( 4,700 ) — —
Equity in earnings of unconsolidated affiliates 2,369 4,158 1,107
Net income 162,650 104,254 151,330
Net (income) attributable to noncontrolling interests in the Operating Partnership ( 3,112 ) ( 2,040 ) ( 3,164 )
Net loss attributable to noncontrolling interests in consolidated affiliates 74 34 549
Dividends on Preferred Stock ( 2,359 ) ( 2,485 ) ( 2,485 )
Net income available for common stockholders $ 157,253 $ 99,763 $ 146,230
Earnings per Common Share – basic:
Net income available for common stockholders $ 1.45 $ 0.94 $ 1.39
Weighted average Common Shares outstanding – basic 108,454 106,167 105,529
Earnings per Common Share – diluted:
Net income available for common stockholders $ 1.45 $ 0.94 $ 1.39
Weighted average Common Shares outstanding – diluted 110,570 108,319 107,785
See accompanying notes to consolidated financial statements.
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HIGHWOODS PROPERTIES, INC.
Consolidated Statements of Comprehensive Income
(in thousands)
Year Ended December 31,
2025 2024 2023
Comprehensive income:
Net income $ 162,650 $ 104,254 $ 151,330
Other comprehensive income/(loss):
Settlement of cash flow hedges — — ( 493 )
Amortization of cash flow hedges ( 248 ) ( 249 ) ( 293 )
Total other comprehensive loss ( 248 ) ( 249 ) ( 786 )
Total comprehensive income 162,402 104,005 150,544
Less-comprehensive (income) attributable to noncontrolling interests ( 3,038 ) ( 2,006 ) ( 2,615 )
Comprehensive income attributable to common stockholders $ 159,364 $ 101,999 $ 147,929
See accompanying notes to consolidated financial statements.
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HIGHWOODS PROPERTIES, INC.
Consolidated Statements of Equity
(in thousands, except share amounts)
Number of Common Shares Common Stock Series A Cumulative Redeemable Preferred Shares Additional Paid-In Capital Accumulated Other Compre-hensive Loss Non-controlling Interests in Consolidated Affiliates Distributions in Excess of Net Income Available for Common Stockholders Total
Balance as of December 31, 2022 105,210,858 $ 1,052 $ 28,821 $ 3,081,330 $ ( 1,211 ) $ 22,235 $ ( 633,227 ) $ 2,499,000
Issuances of Common Stock, net of issuance costs and tax withholdings 27,064 2 — 188 — — — 190
Conversions of Common Units to Common Stock 193,907 — — 4,795 — — — 4,795
Dividends on Common Stock ($ 2.00 per share)
— — — — — ( 211,023 ) ( 211,023 )
Dividends on Preferred Stock ($ 86.25 per share)
— — — — — ( 2,485 ) ( 2,485 )
Adjustment of noncontrolling interests in the Operating Partnership to fair value — — 10,152 — — — 10,152
Contributions from noncontrolling interests in consolidated affiliates — — — — 320 — 320
Issuances of restricted stock 282,453 — — — — — — —
Redemptions/repurchases of Preferred Stock — ( 10 ) — — — — ( 10 )
Share-based compensation expense, net of forfeitures ( 3,967 ) 3 — 6,981 — — — 6,984
Net (income) attributable to noncontrolling interests in the Operating Partnership — — — — — ( 3,164 ) ( 3,164 )
Net loss attributable to noncontrolling interests in consolidated affiliates — — — — ( 549 ) 549 —
Deconsolidation of affiliate — — — — ( 17,281 ) — ( 17,281 )
Comprehensive income:
Net income — — — — — 151,330 151,330
Other comprehensive loss — — — ( 786 ) — — ( 786 )
Total comprehensive income 150,544
Balance as of December 31, 2023 105,710,315 1,057 28,811 3,103,446 ( 1,997 ) 4,725 ( 698,020 ) 2,438,022
Issuances of Common Stock, net of issuance costs and tax withholdings 1,583,545 16 — 51,221 — — — 51,237
Conversions of Common Units to Common Stock 5,385 — — 132 — — — 132
Dividends on Common Stock ($ 2.00 per share)
— — — — — ( 212,351 ) ( 212,351 )
Dividends on Preferred Stock ($ 86.25 per share)
— — — — — ( 2,485 ) ( 2,485 )
Adjustment of noncontrolling interests in the Operating Partnership to fair value — — ( 18,666 ) — — — ( 18,666 )
Distributions to noncontrolling interests in consolidated affiliates — — — — ( 400 ) — ( 400 )
Issuances of restricted stock 324,532 — — — — — — —
Share-based compensation expense, net of forfeitures
— 3 — 7,997 — — — 8,000
Net (income) attributable to noncontrolling interests in the Operating Partnership
— — — — — ( 2,040 ) ( 2,040 )
Net loss attributable to noncontrolling interests in consolidated affiliates — — — — ( 34 ) 34 —
Comprehensive income:
Net income — — — — — 104,254 104,254
Other comprehensive loss — — — ( 249 ) — — ( 249 )
Total comprehensive income 104,005
Balance as of December 31, 2024 107,623,777 $ 1,076 $ 28,811 $ 3,144,130 $ (2,246) $ 4,291 $ (810,608) $ 2,365,454
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HIGHWOODS PROPERTIES, INC.
Consolidated Statements of Equity - Continued
(in thousands, except share amounts)
Number of Common Shares Common Stock Series A Cumulative Redeemable Preferred Shares Additional Paid-In Capital Accumulated Other Compre-hensive Loss Non-controlling Interests in Consolidated Affiliates Distributions in Excess of Net Income Available for Common Stockholders Total
Balance as of December 31, 2024 107,623,777 $ 1,076 $ 28,811 $ 3,144,130 $ ( 2,246 ) $ 4,291 $ ( 810,608 ) $ 2,365,454
Issuances of Common Stock, net of issuance costs and tax withholdings
1,912,740 20 — 59,564 — — — 59,584
Conversions of Common Units to Common Stock
107,044 — — 3,329 — — — 3,329
Dividends on Common Stock ($ 2.00 per share)
— — — — — ( 216,728 ) ( 216,728 )
Dividends on Preferred Stock ($ 86.25 per share)
— — — — — ( 2,359 ) ( 2,359 )
Adjustment of noncontrolling interests in the Operating Partnership to fair value
— — 8,538 — — — 8,538
Distributions to noncontrolling interests in consolidated affiliates
— — — — ( 320 ) — ( 320 )
Issuances of restricted stock
261,680 — — — — — — —
Redemptions/repurchases of Preferred Stock
— ( 2,120 ) — — — — ( 2,120 )
Share-based compensation expense, net of forfeitures
— 3 — 8,206 — — — 8,209
Net (income) attributable to noncontrolling interests in the Operating Partnership
— — — — — ( 3,112 ) ( 3,112 )
Net loss attributable to noncontrolling interests in consolidated affiliates — — — — ( 74 ) 74 —
Comprehensive income:
Net income — — — — — 162,650 162,650
Other comprehensive loss — — — ( 248 ) — — ( 248 )
Total comprehensive income
162,402
Balance as of December 31, 2025 109,905,241 $ 1,099 $ 26,691 $ 3,223,767 $ ( 2,494 ) $ 3,897 $ ( 870,083 ) $ 2,382,877
See accompanying notes to consolidated financial statements.
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HIGHWOODS PROPERTIES, INC.
Consolidated Statements of Cash Flows
(in thousands)
Year Ended December 31,
2025 2024 2023
Operating activities:
Net income $ 162,650 $ 104,254 $ 151,330
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 294,954 299,046 299,411
Amortization of lease incentives and acquisition-related intangible assets and liabilities 2,564 1,413 1,135
Share-based compensation expense 8,209 8,000 6,984
Net credit losses/(reversals) on operating lease receivables ( 118 ) 2,289 3,834
Accrued interest on mortgages and notes receivable ( 1,280 ) ( 548 ) ( 805 )
Amortization of debt issuance costs 5,809 5,638 4,884
Amortization of cash flow hedges ( 248 ) ( 249 ) ( 293 )
Amortization of mortgages and notes payable fair value adjustments 142 112 ( 288 )
Impairments of real estate assets 8,800 24,600 —
Losses on debt extinguishment 144 173 602
Net gains on disposition of property ( 107,149 ) ( 46,817 ) ( 47,773 )
Loss on disposition of investment in unconsolidated affiliate 4,700 — —
Gain on deconsolidation of affiliate — — ( 11,778 )
Equity in earnings of unconsolidated affiliates ( 2,369 ) ( 4,158 ) ( 1,107 )
Distributions of earnings from unconsolidated affiliates 6,699 5,973 1,246
Settlement of cash flow hedges — — ( 493 )
Changes in operating assets and liabilities:
Accounts receivable 1,444 ( 3,222 ) ( 547 )
Prepaid expenses and other assets 2,212 2,669 1,259
Accrued straight-line rents receivable ( 13,978 ) ( 9,626 ) ( 24,510 )
Accounts payable, accrued expenses and other liabilities ( 13,978 ) 14,037 3,871
Net cash provided by operating activities 359,207 403,584 386,962
Investing activities:
Investments in acquired real estate and related intangible assets, net of cash acquired ( 441,522 ) ( 50,835 ) ( 18,544 )
Investments in development in-process ( 3,944 ) ( 4,149 ) ( 33,848 )
Investments in tenant improvements and deferred leasing costs ( 154,960 ) ( 143,824 ) ( 112,290 )
Investments in building improvements ( 45,790 ) ( 41,005 ) ( 64,312 )
Net proceeds from disposition of real estate assets 195,162 100,934 101,829
Net proceeds from disposition of investment in unconsolidated affiliate 24,141 — —
Distributions of capital from unconsolidated affiliates 8,104 8,484 6,594
Investments in mortgages and notes receivable ( 9,077 ) ( 6,229 ) ( 14,463 )
Repayments of mortgages and notes receivable 7,835 63 9,888
Investments in and advances to unconsolidated affiliates ( 28,488 ) ( 153,361 ) ( 132,609 )
Repayments of preferred equity from unconsolidated affiliates — — 80,000
Changes in earnest money deposits 10,000 ( 10,000 ) 15,500
Changes in other investing activities ( 2,125 ) ( 2,513 ) ( 7,431 )
Net cash used in investing activities $ ( 440,664 ) $ ( 302,435 ) $ ( 169,686 )
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HIGHWOODS PROPERTIES, INC.
Consolidated Statements of Cash Flows – Continued
(in thousands)
Year Ended December 31,
2025 2024 2023
Financing activities:
Dividends on Common Stock $ ( 216,728 ) $ ( 212,351 ) $ ( 211,023 )
Redemptions/repurchases of Preferred Stock ( 2,120 ) — ( 10 )
Redemptions of Common Units ( 10 ) — ( 163 )
Dividends on Preferred Stock ( 2,359 ) ( 2,485 ) ( 2,485 )
Distributions to noncontrolling interests in the Operating Partnership ( 4,249 ) ( 4,303 ) ( 4,511 )
Distributions to noncontrolling interests in consolidated affiliates ( 320 ) ( 400 ) —
Proceeds from the issuance of Common Stock 63,023 53,518 1,741
Costs paid for the issuance of Common Stock ( 1,430 ) ( 843 ) ( 226 )
Repurchase of shares related to tax withholdings ( 2,009 ) ( 1,438 ) ( 1,325 )
Borrowings on revolving credit facility 476,000 339,000 249,000
Repayments of revolving credit facility ( 555,000 ) ( 255,000 ) ( 615,000 )
Borrowings on mortgages and notes payable 379,878 — 590,352
Repayments of mortgages and notes payable ( 38,868 ) ( 7,056 ) ( 206,726 )
Contributions from noncontrolling interests in consolidated affiliates — — 320
Payments for debt issuance costs and other financing activities ( 4,979 ) ( 7,683 ) ( 5,370 )
Net cash provided by/(used in) financing activities 90,829 ( 99,041 ) ( 205,426 )
Net increase in cash and cash equivalents and restricted cash 9,372 2,108 11,850
Cash from deconsolidation of affiliate — — ( 6,386 )
Cash and cash equivalents and restricted cash at beginning of the period 33,677 31,569 26,105
Cash and cash equivalents and restricted cash at end of the period $ 43,049 $ 33,677 $ 31,569
Reconciliation of cash and cash equivalents and restricted cash:
Year Ended December 31,
2025 2024 2023
Cash and cash equivalents at end of the period $ 27,358 $ 22,412 $ 25,123
Restricted cash at end of the period 15,691 11,265 6,446
Cash and cash equivalents and restricted cash at end of the period $ 43,049 $ 33,677 $ 31,569
Supplemental disclosure of cash flow information:
Year Ended December 31,
2025 2024 2023
Cash paid for interest, net of amounts capitalized $ 144,603 $ 133,584 $ 129,764
Supplemental disclosure of non-cash investing and financing activities:
Year Ended December 31,
2025 2024 2023
Conversions of Common Units to Common Stock 3,329 132 4,795
Changes in accrued capital expenditures (1)
( 7,553 ) ( 2,667 ) 2,342
Write-off of fully depreciated real estate assets 83,344 93,636 76,722
Write-off of fully amortized leasing costs 41,197 47,644 36,051
Write-off of fully amortized debt issuance costs 1,388 4,083 1,356
Adjustment of noncontrolling interests in the Operating Partnership to fair value ( 8,538 ) 18,666 ( 10,152 )
Derecognition of lease liabilities related to right of use assets — ( 4,027 ) —
__________
(1) Accrued capital expenditures included in accounts payable, accrued expenses and other liabilities as of December 31, 2025, 2024 and 2023 were $ 45.0 million, $ 52.9 million and $ 55.7 million, respectively.
See accompanying notes to consolidated financial statements.
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors of the General Partner of Highwoods Realty Limited Partnership:
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Highwoods Realty Limited Partnership and subsidiaries (the “Operating Partnership”) as of December 31, 2025 and 2024, the related consolidated statements of income, comprehensive income, capital, 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 Operating Partnership 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.
Basis for Opinion
These financial statements are the responsibility of the Operating Partnership’s management. Our responsibility is to express an opinion on the Operating Partnership’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Operating Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Operating Partnership is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Operating Partnership’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Real Estate Assets – Determination of Impairment Indicators and Impairment —Refer to Note 1 and Note 3 to the financial statements
Critical Audit Matter Description
The Operating Partnership performs an impairment analysis of properties which begins with an evaluation of events or changes in circumstances that may indicate that the carrying value may not be recoverable, such as a significant decline in occupancy, identification of materially adverse legal or environmental factors, a change in the designation of an asset from core to non-core, which may impact the anticipated holding period, or a decline in market value to an amount less than carrying value. When events or changes in circumstances indicate that the carrying value may not be recoverable, the Operating Partnership evaluates its real estate assets for impairment by comparing undiscounted future cash flows expected to be generated over the estimated hold period of each asset to the respective carrying amount. If the carrying amount of an asset exceeds the undiscounted future cash flows, an analysis is performed to determine the fair value of the asset.
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The Operating Partnership makes judgments to determine whether specific real estate assets possess indicators of impairment. Changes in those judgments could have a material impact on the real estate assets that are identified for further analysis. For those real estate assets where impairment has been identified, the Operating Partnership makes significant estimates and assumptions to determine the fair value using discounted future cash flows expected to be generated over the life of the asset.
Given (1) the Operating Partnership’s evaluation of possible indications of impairment of real estate assets requires management to make judgments, (2) the undiscounted estimated future operating and residual cash flows to determine recoverability require management to make significant estimates and assumptions related to current and projected trends in rental rates, occupancy, capitalization rates and estimated hold periods, and (3) the determination of fair value also requires management to make significant estimates and assumptions related to the current and projected trends in discount rates, performing audit procedures to evaluate (a) whether management appropriately identified events or changes in circumstances indicating that the carrying amounts of real estate assets may not be recoverable, (b) the reasonableness of managements undiscounted future cash flow analysis, and (c) the reasonableness of managements discounted future cash flow analysis, required a high degree of auditor judgment and an increased extent of effort.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the evaluation of real estate assets for possible indications of impairment and our procedures related to the undiscounted estimated future operating and residual cash flows to determine recoverability and discount rate used in determining fair value, included the following, among others:
• We tested the effectiveness of controls over management’s identification of possible circumstances that may indicate that the carrying amounts of real estate assets are no longer recoverable, including controls over management’s designation of an asset as core or non-core, occupancy and management’s controls over undiscounted estimated future operating and residual cash flows to determine recoverability.
• We tested the effectiveness of controls over management’s determination of the discount rate used in the estimation of fair value utilized to record impairment charges.
• We evaluated management’s identification of impairment indicators by developing an independent determination if properties exhibit an indicator of impairment by:
– Inquiring of management and reading investment committee and board minutes to identify properties that should be evaluated as non-core and therefore may impact the anticipated holding period.
– Testing real estate assets for possible indications of impairment, including searching for adverse asset-specific circumstances and/or market conditions by reviewing questionnaires to regional property managers and using reputable market surveys.
– Developing an independent expectation of impairment indicators and comparing such expectation to management’s analysis.
• We evaluated the Operating Partnership’s determination of the undiscounted estimated future operating and residual cash flows to determine recoverability for those assets where an indicator had been identified by performing the following:
– Comparing the projections included in management’s cash flow estimates to determine recoverability to the Operating Partnership’s historical results and external market sources.
– Evaluating the reasonableness of the significant assumptions used in the undiscounted estimated future operating and residual cash flows, including the estimated hold period, rental rates, growth rates, and capitalization rate assumptions.
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• We evaluated the Operating Partnership’s determination of fair value for those assets where impairment had been identified by performing the following:
– With the assistance of our fair value specialists, we evaluated the reasonableness of the valuation methodology and the market prices for comparable properties, and we developed a range of independent estimates of fair value and compared our estimates to those used by management.
/s/ Deloitte & Touche LLP
Raleigh, North Carolina
February 10, 2026
We have served as the Operating Partnership’s auditor since 2006.
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HIGHWOODS REALTY LIMITED PARTNERSHIP
Consolidated Balance Sheets
(in thousands, except unit and per unit data)
December 31,
2025 2024
Assets:
Real estate assets, at cost:
Land $ 609,177 $ 570,286
Buildings and tenant improvements 6,144,697 5,826,603
Development in-process 6,248 —
Land held for development 214,149 221,048
6,974,271 6,617,937
Less-accumulated depreciation ( 1,902,276 ) ( 1,796,586 )
Net real estate assets 5,071,995 4,821,351
Real estate and other assets, net, held for sale 23,201 55,409
Cash and cash equivalents 27,358 22,412
Restricted cash 15,691 11,265
Accounts receivable 28,263 28,287
Mortgages and notes receivable 12,228 11,064
Accrued straight-line rents receivable 318,024 308,853
Investments in and advances to unconsolidated affiliates 471,580 485,726
Deferred leasing costs, net of accumulated amortization of $ 169,972 and $ 170,312 , respectively
244,258 209,967
Prepaid expenses and other assets, net of accumulated depreciation of $ 25,144 and $ 20,626 , respectively
61,240 75,021
Total Assets $ 6,273,838 $ 6,029,355
Liabilities, Redeemable Operating Partnership Units and Capital:
Mortgages and notes payable, net $ 3,554,178 $ 3,293,559
Accounts payable, accrued expenses and other liabilities 284,006 304,551
Total Liabilities 3,838,184 3,598,110
Commitments and contingencies
Redeemable Operating Partnership Units:
Common Units, 2,044,053 and 2,151,423 outstanding, respectively
52,777 65,791
Series A Preferred Units (liquidation preference $ 1,000 per unit), 26,691 and 28,811 units issued and outstanding, respectively
26,691 28,811
Total Redeemable Operating Partnership Units 79,468 94,602
Capital:
Common Units:
General partner Common Units, 1,115,405 and 1,093,664 outstanding, respectively
23,547 23,345
Limited partner Common Units, 108,381,027 and 106,121,304 outstanding, respectively
2,331,236 2,311,253
Accumulated other comprehensive loss ( 2,494 ) ( 2,246 )
Noncontrolling interests in consolidated affiliates 3,897 4,291
Total Capital 2,356,186 2,336,643
Total Liabilities, Redeemable Operating Partnership Units and Capital $ 6,273,838 $ 6,029,355
See accompanying notes to consolidated financial statements.
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HIGHWOODS REALTY LIMITED PARTNERSHIP
Consolidated Statements of Income
(in thousands, except per unit amounts)
Year Ended December 31,
2025 2024 2023
Rental and other revenues $ 806,112 $ 825,862 $ 833,997
Operating expenses:
Rental property and other expenses 261,373 272,173 268,782
Depreciation and amortization 294,954 299,046 299,411
Impairments of real estate assets 8,800 24,600 —
General and administrative 40,307 41,903 42,857
Total operating expenses 605,434 637,722 611,050
Interest expense 152,433 147,198 136,710
Other income 9,587 12,337 4,435
Gains on disposition of property 107,149 46,817 47,773
Gain on deconsolidation of affiliate — — 11,778
Loss on disposition of investment in unconsolidated affiliate ( 4,700 ) — —
Equity in earnings of unconsolidated affiliates 2,369 4,158 1,107
Net income 162,650 104,254 151,330
Net loss attributable to noncontrolling interests in consolidated affiliates 74 34 549
Distributions on Preferred Units ( 2,359 ) ( 2,485 ) ( 2,485 )
Net income available for common unitholders $ 160,365 $ 101,803 $ 149,394
Earnings per Common Unit – basic:
Net income available for common unitholders $ 1.46 $ 0.94 $ 1.39
Weighted average Common Units outstanding – basic 110,161 107,910 107,376
Earnings per Common Unit – diluted:
Net income available for common unitholders $ 1.46 $ 0.94 $ 1.39
Weighted average Common Units outstanding – diluted 110,161 107,910 107,376
See accompanying notes to consolidated financial statements.
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HIGHWOODS REALTY LIMITED PARTNERSHIP
Consolidated Statements of Comprehensive Income
(in thousands)
Year Ended December 31,
2025 2024 2023
Comprehensive income:
Net income $ 162,650 $ 104,254 $ 151,330
Other comprehensive income/(loss):
Settlement of cash flow hedges — — ( 493 )
Amortization of cash flow hedges ( 248 ) ( 249 ) ( 293 )
Total other comprehensive loss ( 248 ) ( 249 ) ( 786 )
Total comprehensive income 162,402 104,005 150,544
Net loss attributable to noncontrolling interests in consolidated affiliates 74 34 549
Comprehensive income attributable to common unitholders $ 162,476 $ 104,039 $ 151,093
See accompanying notes to consolidated financial statements.
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HIGHWOODS REALTY LIMITED PARTNERSHIP
Consolidated Statements of Capital
(in thousands)
Common Units Accumulated
Other
Comprehensive Loss Noncontrolling
Interests in
Consolidated
Affiliates Total
General
Partners’
Capital Limited
Partners’
Capital
Balance as of December 31, 2022 $ 24,492 $ 2,424,663 $ ( 1,211 ) $ 22,235 $ 2,470,179
Issuances of Common Units, net of issuance costs and tax withholdings
2 188 — — 190
Redemptions of Common Units
( 2 ) ( 161 ) — — ( 163 )
Distributions on Common Units ($ 2.00 per unit)
( 2,147 ) ( 212,569 ) — — ( 214,716 )
Distributions on Preferred Units ($ 86.25 per unit)
( 25 ) ( 2,460 ) — — ( 2,485 )
Share-based compensation expense, net of forfeitures 70 6,914 — — 6,984
Contributions from noncontrolling interests in consolidated affiliates
— — — 320 320
Adjustment of Redeemable Common Units to fair value and contributions/distributions from/to the General Partner
156 15,483 — — 15,639
Net loss attributable to noncontrolling interests in consolidated affiliates 5 544 — ( 549 ) —
Deconsolidation of affiliate — — — ( 17,281 ) ( 17,281 )
Comprehensive income:
Net income 1,513 149,817 — — 151,330
Other comprehensive loss — — ( 786 ) — ( 786 )
Total comprehensive income 150,544
Balance as of December 31, 2023 24,064 2,382,419 ( 1,997 ) 4,725 2,409,211
Issuances of Common Units, net of issuance costs and tax withholdings
512 50,725 — — 51,237
Distributions on Common Units ($ 2.00 per unit)
( 2,158 ) ( 213,678 ) — — ( 215,836 )
Distributions on Preferred Units ($ 86.25 per unit)
( 25 ) ( 2,460 ) — — ( 2,485 )
Share-based compensation expense, net of forfeitures 80 7,920 — — 8,000
Distributions to noncontrolling interests in consolidated affiliates
— — — ( 400 ) ( 400 )
Adjustment of Redeemable Common Units to fair value and contributions/distributions from/to the General Partner
( 171 ) ( 16,918 ) — — ( 17,089 )
Net loss attributable to noncontrolling interests in consolidated affiliates — 34 — ( 34 ) —
Comprehensive income:
Net income 1,043 103,211 — — 104,254
Other comprehensive loss — — ( 249 ) — ( 249 )
Total comprehensive income 104,005
Balance as of December 31, 2024 23,345 2,311,253 ( 2,246 ) 4,291 2,336,643
Issuances of Common Units, net of issuance costs and tax withholdings
596 58,988 — — 59,584
Redemptions of Common Units
— ( 10 ) — — ( 10 )
Distributions on Common Units ($ 2.00 per unit)
( 2,202 ) ( 217,957 ) — — ( 220,159 )
Distributions on Preferred Units ($ 86.25 per unit)
( 24 ) ( 2,335 ) — — ( 2,359 )
Share-based compensation expense, net of forfeitures 82 8,127 — — 8,209
Distributions to noncontrolling interests in consolidated affiliates
— — — ( 320 ) ( 320 )
Adjustment of Redeemable Common Units to fair value and contributions/distributions from/to the General Partner
122 12,074 — — 12,196
Net loss attributable to noncontrolling interests in consolidated affiliates 1 73 — ( 74 ) —
Comprehensive income:
Net income 1,627 161,023 — — 162,650
Other comprehensive loss — — ( 248 ) — ( 248 )
Total comprehensive income 162,402
Balance as of December 31, 2025 $ 23,547 $ 2,331,236 $ ( 2,494 ) $ 3,897 $ 2,356,186
See accompanying notes to consolidated financial statements.
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HIGHWOODS REALTY LIMITED PARTNERSHIP
Consolidated Statements of Cash Flows
(in thousands)
Year Ended December 31,
2025 2024 2023
Operating activities:
Net income $ 162,650 $ 104,254 $ 151,330
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 294,954 299,046 299,411
Amortization of lease incentives and acquisition-related intangible assets and liabilities 2,564 1,413 1,135
Share-based compensation expense 8,209 8,000 6,984
Net credit losses/(reversals) on operating lease receivables ( 118 ) 2,289 3,834
Accrued interest on mortgages and notes receivable ( 1,280 ) ( 548 ) ( 805 )
Amortization of debt issuance costs 5,809 5,638 4,884
Amortization of cash flow hedges ( 248 ) ( 249 ) ( 293 )
Amortization of mortgages and notes payable fair value adjustments 142 112 ( 288 )
Impairments of real estate assets 8,800 24,600 —
Losses on debt extinguishment 144 173 602
Net gains on disposition of property ( 107,149 ) ( 46,817 ) ( 47,773 )
Loss on disposition of investment in unconsolidated affiliate 4,700 — —
Gain on deconsolidation of affiliate — — ( 11,778 )
Equity in earnings of unconsolidated affiliates ( 2,369 ) ( 4,158 ) ( 1,107 )
Distributions of earnings from unconsolidated affiliates 6,699 5,973 1,246
Settlement of cash flow hedges — — ( 493 )
Changes in operating assets and liabilities:
Accounts receivable 1,444 ( 3,222 ) ( 547 )
Prepaid expenses and other assets 2,212 2,669 1,259
Accrued straight-line rents receivable ( 13,978 ) ( 9,626 ) ( 24,510 )
Accounts payable, accrued expenses and other liabilities ( 13,978 ) 14,037 3,871
Net cash provided by operating activities 359,207 403,584 386,962
Investing activities:
Investments in acquired real estate and related intangible assets, net of cash acquired ( 441,522 ) ( 50,835 ) ( 18,544 )
Investments in development in-process ( 3,944 ) ( 4,149 ) ( 33,848 )
Investments in tenant improvements and deferred leasing costs ( 154,960 ) ( 143,824 ) ( 112,290 )
Investments in building improvements ( 45,790 ) ( 41,005 ) ( 64,312 )
Net proceeds from disposition of real estate assets 195,162 100,934 101,829
Net proceeds from disposition of investment in unconsolidated affiliate 24,141 — —
Distributions of capital from unconsolidated affiliates 8,104 8,484 6,594
Investments in mortgages and notes receivable ( 9,077 ) ( 6,229 ) ( 14,463 )
Repayments of mortgages and notes receivable 7,835 63 9,888
Investments in and advances to unconsolidated affiliates ( 28,488 ) ( 153,361 ) ( 132,609 )
Repayments of preferred equity from unconsolidated affiliates — — 80,000
Changes in earnest money deposits 10,000 ( 10,000 ) 15,500
Changes in other investing activities ( 2,125 ) ( 2,513 ) ( 7,431 )
Net cash used in investing activities $ ( 440,664 ) $ ( 302,435 ) $ ( 169,686 )
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HIGHWOODS REALTY LIMITED PARTNERSHIP
Consolidated Statements of Cash Flows - Continued
(in thousands)
Year Ended December 31,
2025 2024 2023
Financing activities:
Distributions on Common Units $ ( 220,159 ) $ ( 215,836 ) $ ( 214,716 )
Redemptions/repurchases of Preferred Units ( 2,120 ) — ( 10 )
Redemptions of Common Units ( 10 ) — ( 163 )
Distributions on Preferred Units ( 2,359 ) ( 2,485 ) ( 2,485 )
Distributions to noncontrolling interests in consolidated affiliates ( 320 ) ( 400 ) —
Proceeds from the issuance of Common Units 63,023 53,518 1,741
Costs paid for the issuance of Common Units ( 1,430 ) ( 843 ) ( 226 )
Repurchase of units related to tax withholdings ( 2,009 ) ( 1,438 ) ( 1,325 )
Borrowings on revolving credit facility 476,000 339,000 249,000
Repayments of revolving credit facility ( 555,000 ) ( 255,000 ) ( 615,000 )
Borrowings on mortgages and notes payable 379,878 — 590,352
Repayments of mortgages and notes payable ( 38,868 ) ( 7,056 ) ( 206,726 )
Contributions from noncontrolling interests in consolidated affiliates — — 320
Payments for debt issuance costs and other financing activities ( 5,797 ) ( 8,501 ) ( 6,188 )
Net cash provided by/(used in) financing activities 90,829 ( 99,041 ) ( 205,426 )
Net increase in cash and cash equivalents and restricted cash 9,372 2,108 11,850
Cash from deconsolidation of affiliate — — ( 6,386 )
Cash and cash equivalents and restricted cash at beginning of the period 33,677 31,569 26,105
Cash and cash equivalents and restricted cash at end of the period $ 43,049 $ 33,677 $ 31,569
/
Reconciliation of cash and cash equivalents and restricted cash:
Year Ended December 31,
2025 2024 2023
Cash and cash equivalents at end of the period $ 27,358 $ 22,412 $ 25,123
Restricted cash at end of the period 15,691 11,265 6,446
Cash and cash equivalents and restricted cash at end of the period $ 43,049 $ 33,677 $ 31,569
Supplemental disclosure of cash flow information:
Year Ended December 31,
2025 2024 2023
Cash paid for interest, net of amounts capitalized $ 144,603 $ 133,584 $ 129,764
Supplemental disclosure of non-cash investing and financing activities:
Year Ended December 31,
2025 2024 2023
Changes in accrued capital expenditures (1)
( 7,553 ) ( 2,667 ) 2,342
Write-off of fully depreciated real estate assets 83,344 93,636 76,722
Write-off of fully amortized leasing costs 41,197 47,644 36,051
Write-off of fully amortized debt issuance costs 1,388 4,083 1,356
Adjustment of Redeemable Common Units to fair value ( 13,014 ) 16,271 ( 16,457 )
Derecognition of lease liabilities related to right of use assets — ( 4,027 ) —
__________
(1) Accrued capital expenditures included in accounts payable, accrued expenses and other liabilities as of December 31, 2025, 2024 and 2023 were $ 45.0 million, $ 52.9 million and $ 55.7 million, respectively.
See accompanying notes to consolidated financial statements.
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HIGHWOODS PROPERTIES, INC.
HIGHWOODS REALTY LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
(tabular dollar amounts in thousands, except per share and per unit data)
1. Description of Business and Significant Accounting Policies
Description of Business
Highwoods Properties, Inc. (the “Company”) is a fully integrated office real estate investment trust (“REIT”) that owns, develops, acquires, leases and manages properties primarily in the best business districts of Atlanta, Charlotte, Dallas, Nashville, Orlando, Raleigh, Richmond and Tampa. The Company conducts its activities through Highwoods Realty Limited Partnership (the “Operating Partnership”). As of December 31, 2025, we owned or had an interest in 27.5 million rentable square feet of in-service properties, 1.4 million rentable square feet of office properties under development and development land with approximately 4.2 million rentable square feet of potential office build out.
The Company is the sole general partner of the Operating Partnership. As of December 31, 2025, the Company owned all of the Preferred Units and 109.5 million, or 98.2 %, of the Common Units in the Operating Partnership. Limited partners owned the remaining 2.0 million Common Units. In the event the Company issues shares of Common Stock, the net proceeds of the issuance are contributed to the Operating Partnership in exchange for additional Common Units. Generally, the Operating Partnership is obligated to redeem each Common Unit at the request of the unitholder for cash equal to the value of one share of Common Stock based on the average of the market price for the 10 trading days immediately preceding the notice date of such redemption, provided that the Company, at its option, may elect to acquire any such Common Units presented for redemption for cash or one share of Common Stock. The Common Units owned by the Company are not redeemable. During 2025, the Company redeemed 107,044 Common Units for a like number of shares of Common Stock and 326 common units for cash.
Basis of Presentation
Our Consolidated Financial Statements are prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”).
The Company’s Consolidated Financial Statements include the Operating Partnership, wholly owned subsidiaries and those entities in which the Company has the controlling interest. The Operating Partnership’s Consolidated Financial Statements include wholly owned subsidiaries and those entities in which the Operating Partnership has the controlling interest. We consolidate joint venture investments, such as interests in partnerships and limited liability companies, when we control the major operating and financial policies of the investment through majority ownership, in our capacity as a general partner or managing member or through some other contractual right. In addition, we consolidate those entities deemed to be variable interest entities in which we are determined to be the primary beneficiary.
As of December 31, 2025, we are involved with six entities we determined to be variable interest entities, one of which we are the primary beneficiary and is consolidated and five of which we are not the primary beneficiary and are not consolidated. In addition, during 2025, we acquired a building using a special purpose entity owned by a qualified intermediary to facilitate a potential Section 1031 reverse exchange under the Internal Revenue Code. To realize the tax deferral available under the Section 1031 exchange, we must complete the Section 1031 exchange, and take title to the to-be-exchanged building within 180 days of the acquisition date. We have determined that this entity is a variable interest entity of which we are the primary beneficiary and therefore, we consolidate this entity. As of December 31, 2025, this variable interest entity had total assets and liabilities of $ 195.9 million and $ 2.7 million, respectively.
All intercompany transactions and accounts have been eliminated.
Use of Estimates
The preparation of consolidated financial statements in accordance with GAAP requires us to make estimates and assumptions that affect the amounts reported in our Consolidated Financial Statements and accompanying notes. Actual results could differ from those estimates.
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Insurance
We are primarily self-insured for health care claims for participating employees. To limit our exposure to significant claims, we have stop-loss coverage on a per claim and annual aggregate basis. We use all relevant information to determine our liabilities for claims, including actuarial estimates of claim liabilities. When determining our liabilities, we include claims for incurred losses, even if they are unreported. As of December 31, 2025, a reserve of $ 0.4 million was recorded to cover estimated reported and unreported claims.
Real Estate and Related Assets
Real estate and related assets are recorded at cost and stated at cost less accumulated depreciation. Renovations, replacements and other expenditures that improve or extend the life of assets are capitalized and depreciated over their estimated useful lives. Expenditures for ordinary maintenance and repairs are charged to expense as incurred. Depreciation is computed using the straight-line method over the estimated useful life of 40 years for buildings and depreciable land infrastructure costs, 15 years for building improvements and five to seven years for furniture, fixtures and equipment. Tenant improvements are amortized using the straight-line method over the initial fixed terms of the respective leases, which generally range from three to 10 years. Depreciation expense for real estate assets was $ 255.1 million, $ 256.0 million and $ 253.2 million for the years ended December 31, 2025, 2024 and 2023, respectively.
Expenditures directly related to the development and construction of real estate assets are included in net real estate assets and stated at depreciated cost. Development expenditures include pre-construction costs essential to the development of properties, development and construction costs, interest costs on qualifying assets, real estate taxes, development personnel salaries and related costs and other costs incurred during the period of development. Interest and other carrying costs are capitalized until the building is ready for its intended use, but not later than a year from cessation of major construction activity. We consider a construction project as substantially completed and ready for its intended use upon the completion of tenant improvements. We cease capitalization on the portion that is substantially completed and occupied or held available for occupancy and capitalize only those costs associated with the portion under construction.
We record liabilities for the performance of asset retirement activities when the obligation to perform such activities is probable, even when uncertainty exists about the timing and/or method of settlement.
Upon the acquisition of real estate assets accounted for as asset acquisitions, we assess the fair value of acquired tangible assets such as land, buildings and tenant improvements, intangible assets and liabilities such as above and below market leases, acquired in-place leases and other identifiable intangible assets and assumed liabilities. We allocate fair value on a relative basis based on estimated cash flow projections that utilize discount and/or capitalization rates as well as available market information. The fair value of the tangible assets of an acquired property considers the value of the property as if it were vacant.
The above and below market rate portions of leases acquired in connection with property acquisitions are recorded in deferred leasing costs and in accounts payable, accrued expenses and other liabilities, respectively, at fair value and amortized into rental revenue over the remaining term of the respective leases as described below. Fair value is calculated as the present value of the difference between (1) the contractual amounts to be paid pursuant to each in-place lease and (2) our estimate of fair market lease rates for each corresponding in-place lease, using a discount rate that reflects the risks associated with the leases acquired and measured over a period equal to the remaining initial term of the lease for above-market leases and the remaining initial term plus the term of any renewal option that the customer would be economically compelled to exercise for below-market leases.
In-place leases acquired are recorded at fair value in deferred leasing costs and amortized to depreciation and amortization expense over the remaining term of the respective lease. The value of in-place leases is based on our evaluation of the specific characteristics of each customer’s lease. Factors considered include estimates of carrying costs during hypothetical expected lease-up periods, current market conditions, the customer’s credit quality and costs to execute similar leases. In estimating carrying costs, we include real estate taxes, insurance and other operating expenses and estimates of lost rentals at market rates during the expected lease-up periods, depending on local market conditions. In estimating costs to execute similar leases, we consider tenant improvements, leasing commissions and legal and other related expenses.
Assumed debt, if any, is recorded at fair value based on the present value of the expected future payments.
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Real estate and other assets are classified as long-lived assets held for use or as long-lived assets held for sale. Real estate is classified as held for sale when the sale of the asset is probable, has been duly approved by the Company, a legally enforceable contract has been executed and the buyer’s due diligence period, if any, has expired.
Impairments of Real Estate Assets and Investments in Unconsolidated Affiliates
With respect to assets classified as held for use, we perform an impairment analysis if our evaluation of events or changes in circumstances indicate that the carrying value may not be recoverable, such as a significant decline in occupancy, identification of materially adverse legal or environmental factors, change in our designation of an asset from core to non-core, which may impact the anticipated holding period, or a decline in market value to an amount less than cost. This analysis is generally performed at the property level, except when an asset is part of an interdependent group such as an office park, and consists of determining whether the asset’s carrying amount will be recovered from its undiscounted estimated future operating and residual cash flows. These cash flows are estimated based on a number of assumptions that are subject to economic and market uncertainties including, among others, demand for space, competition for customers, changes in market rental rates, costs to operate each property and expected ownership periods. For properties under development, the cash flows are based on expected service potential of the asset or asset group when development is substantially complete.
If the carrying amount of a held for use asset exceeds the sum of its undiscounted future operating and residual cash flows, an impairment loss is recorded for the difference between estimated fair value of the asset and the carrying amount. We generally estimate the fair value of assets held for use by using discounted cash flow analyses. In some instances, appraisal information may be available and is used in addition to a discounted cash flow analysis. As the factors used in generating these cash flows are difficult to predict and subject to future events that may alter our assumptions, the discounted and/or undiscounted future operating and residual cash flows estimated by us in our impairment analyses or those established by appraisal may not be achieved, and we may be required to recognize future impairment losses on properties held for use.
We record assets held for sale at the lower of the carrying amount or estimated fair value. Fair value of assets held for sale is equal to the estimated or contracted sales price with a potential buyer less costs to sell. The impairment loss is the amount by which the carrying amount exceeds the estimated fair value.
We also analyze our investments in unconsolidated affiliates for impairment. This analysis consists of determining whether an expected loss in market value of an investment is other than temporary by evaluating the length of time and the extent to which the market value has been less than cost, the financial condition and near-term prospects of the investment, and our intent and ability to retain our investment for a period of time sufficient to allow for any anticipated recovery in market value. As the factors used in this analysis are difficult to predict and subject to future events that may alter our assumptions, we may be required to recognize future impairment losses on our investments in unconsolidated affiliates.
Sales of Real Estate
For sales of real estate where we have determined an enforceable contract exists and collection of the consideration to which we are entitled in exchange for transferring the real estate is probable, the related assets and liabilities are removed from the balance sheet and the resultant gain or loss is recorded in the period the transaction closes. Any post-sale involvement is accounted for as a separate performance obligation and the allocable sales price is recognized when the separate performance obligation is satisfied.
Leases
We generally lease our office properties to lessees in exchange for fixed monthly payments that cover rent, property taxes, insurance and certain cost recoveries, primarily common area maintenance (“CAM”). Our office properties that are under lease are primarily located in Atlanta, Charlotte, Dallas, Nashville, Orlando, Raleigh, Richmond and Tampa and are leased to a wide variety of lessees across many industries. Our leases are operating leases and mostly range from three to 10 years. Payments from customers for CAM are considered nonlease components that are separated from lease components and are generally accounted for in accordance with the revenue recognition standard. However, we qualified for and elected the practical expedient related to combining the components because the lease component is classified as an operating lease and the timing and pattern of transfer of CAM income, which is not the predominant component, is the same as the lease component. As such, consideration for CAM is accounted for as part of the overall consideration in the lease. Payments from customers for property taxes and insurance are considered noncomponents of the lease and therefore no consideration is allocated to them because they do not transfer a good or service to the customer. Fixed contractual payments from our leases are recognized on a straight-line basis over the terms of the respective leases. This means that, with respect to a particular lease, actual amounts billed in
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accordance with the lease during any given period may be higher or lower than the amount of rental revenue recognized for the period. Straight-line rental revenue is commenced when the customer assumes control of the leased premises. Accrued straight-line rents receivable represents the amount by which straight-line rental revenue exceeds rents currently billed in accordance with lease agreements.
Some of our leases are subject to annual changes in the Consumer Price Index (“CPI”). Although increases in the CPI are not estimated as part of our measurement of straight-line rental revenue, to the extent that actual CPI is greater or less than the CPI at lease commencement, the amount of rent recognized in a given year is affected accordingly.
Some of our leases have termination and/or extension options. Termination options allow the customer to terminate the lease prior to the end of the lease term under certain circumstances. Termination options generally become effective halfway or further into the original lease term and require advance notification from the customer and payment of a termination fee that reimburses us for a portion of the remaining rent under the original lease term and the undepreciated lease inception costs such as commissions, tenant improvements and lease incentives. Termination fee income is recognized on a straight-line basis from the date of the executed termination agreement through lease expiration when the amount of the fee is determinable and collectability of the fee is reasonably assured. Our extension options generally require a re-negotiation with the customer at market rates.
Initial direct costs, primarily commissions, related to the leasing of our office properties are included in deferred leasing costs and are stated at amortized cost. Such expenditures are part of the investment necessary to execute leases and are, therefore, classified as investment activities in the statement of cash flows. All leasing commissions paid to third parties and our in-house personnel for new leases or lease renewals are capitalized. Capitalized leasing costs are amortized on a straight-line basis over the initial fixed terms of the respective leases. All other costs to negotiate or arrange a lease are expensed as incurred.
Lease incentive costs, which are payments made to or on behalf of a customer as an incentive to sign a lease, are capitalized in deferred leasing costs and amortized on a straight-line basis over the respective lease terms as a reduction of rental revenues.
Lease related receivables, which include accounts receivable and accrued straight-line rents receivable, are reduced for credit losses when the amount recorded is determined, in management’s judgment, to not be probable of collection. Such amounts are recognized as a reduction to rental and other revenues. We regularly evaluate the collectability of our lease related receivables. Our evaluation of collectability primarily consists of reviewing the credit quality of our customer, historical trends of the customer and changes in customer payment terms. We do not maintain a general reserve to estimate amounts that may not be collectible. If our assumptions regarding the collectability of lease related receivables prove incorrect, we could experience credit losses in excess of what was recognized in rental and other revenues.
Discontinued Operations
Properties that are sold or classified as held for sale are classified as discontinued operations provided that the disposal represents a strategic shift that has (or will have) a major effect on our operations and financial results. Interest expense is included in discontinued operations if a related loan securing the sold property is to be paid off or assumed by the buyer in connection with the sale.
Investments in Unconsolidated Affiliates
We account for our joint venture investments using the equity method of accounting when we have significant influence over the joint venture but do not control the partnership. These investments are initially recorded at cost as investments in unconsolidated affiliates and are subsequently adjusted for our share of earnings and cash contributions and distributions. To the extent our cost basis at formation of the joint venture is different than the basis reflected at the joint venture level, the basis difference is amortized over the life of the related assets and included in our share of equity in earnings of unconsolidated affiliates.
Cash Equivalents
We consider highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents.
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Restricted Cash
Restricted cash represents cash deposits that are legally restricted or held by third parties on our behalf, such as construction-related escrows, property disposition proceeds set aside and designated or intended to fund future tax-deferred exchanges of qualifying real estate investments and escrows and reserves for debt service, real estate taxes and property insurance established pursuant to certain mortgage financing arrangements.
Redeemable Common Units and Preferred Units
Limited partners holding Common Units other than the Company (“Redeemable Common Units”) have the right to put any and all of the Common Units to the Operating Partnership and the Company has the right to put any and all of the Preferred Units to the Operating Partnership in exchange for their liquidation preference plus accrued and unpaid distributions in the event of a corresponding redemption by the Company of the underlying Preferred Stock. Consequently, these Redeemable Common Units and Preferred Units are classified outside of permanent partners’ capital in the Operating Partnership’s accompanying balance sheets. The recorded value of the Redeemable Common Units is based on fair value at the balance sheet date as measured by the closing price of Common Stock on that date multiplied by the total number of Redeemable Common Units outstanding. The recorded value of the Preferred Units is based on their redemption value.
Income Taxes
The Company has elected and expects to continue to qualify as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”). A corporate REIT is a legal entity that holds real estate assets and, through the payment of dividends to stockholders, is generally permitted to reduce or avoid the payment of federal and state income taxes at the corporate level. To maintain qualification as a REIT, the Company is required to pay dividends to its stockholders equal to at least 90.0 % of its annual REIT taxable income, excluding net capital gains. The partnership agreement requires the Operating Partnership to pay economically equivalent distributions on outstanding Common Units at the same time that the Company pays dividends on its outstanding Common Stock.
Other than income taxes related to its taxable REIT subsidiary, the Operating Partnership does not reflect any federal income taxes in its financial statements since, as a partnership, the taxable effects of its operations are attributed to its partners. The Operating Partnership does record state income tax for states that tax partnership income directly.
We conduct certain business activities through a taxable REIT subsidiary, as permitted under the Code. The taxable REIT subsidiary is subject to federal, state and local income taxes on its taxable income. We record provisions for income taxes based on its income recognized for financial statement purposes, including the effects of differences between such income and the amount recognized for tax purposes.
Concentration of Credit Risk
As of December 31, 2025, our consolidated properties were leased to approximately 1,500 customers. The geographic locations that comprise greater than 10.0 % of our rental and other revenues are Atlanta, Charlotte, Nashville, Raleigh and Tampa . Our customers engage in a wide variety of businesses. No single customer generated more than 5 % of our consolidated revenues during 2025.
We maintain our cash and cash equivalents and our restricted cash at financial or other intermediary institutions. The combined account balances at each institution may exceed FDIC insurance coverage and, as a result, there is a concentration of credit risk related to amounts on deposit in excess of FDIC insurance coverage. Additionally, from time to time in connection with tax-deferred 1031 transactions, our restricted cash balances may be commingled with other funds being held by any such intermediary institution, which would subject our balance to the credit risk of the institution.
Derivative Financial Instruments
We borrow funds at a combination of fixed and variable rates. Borrowings under our revolving credit facility and bank term loans bear interest at variable rates. Our long-term debt, which consists of secured and unsecured long-term financings, typically bears interest at fixed rates. Our interest rate risk management objectives are to generally limit the impact of interest rate changes on earnings and cash flows and lower our overall borrowing costs. To achieve these objectives, from time to time, we enter into interest rate hedge contracts such as collars, swaps, caps and treasury lock agreements in order to mitigate our interest rate risk with respect to existing and prospective debt instruments. We generally do not hold or issue these derivative
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contracts for trading or speculative purposes. The interest rate on all of our variable rate debt is generally adjusted at one or three month intervals, subject to settlements under these interest rate hedge contracts.
Interest rate swaps involve the receipt of variable rate amounts from a counterparty in exchange for making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. Changes in the fair value of derivatives designated and that qualify as cash flow hedges are recorded in accumulated other comprehensive income/(loss) and are subsequently reclassified into interest expense as interest payments are made on our debt.
We account for terminated derivative instruments by recognizing the related accumulated other comprehensive income/(loss) balance in current earnings, unless the hedged forecasted transaction continues as originally planned, in which case we continue to amortize the accumulated other comprehensive income/(loss) into interest expense over the originally designated hedge period.
Earnings Per Share and Per Unit
Basic earnings per share of the Company is computed by dividing net income available for common stockholders by the weighted Common Shares outstanding - basic. Diluted earnings per share is computed by dividing net income available for common stockholders (inclusive of noncontrolling interests in the Operating Partnership) by the weighted Common Shares outstanding - basic plus the dilutive effect of options, warrants and convertible securities outstanding, including Common Units, using the treasury stock method. Weighted Common Shares outstanding - basic includes all unvested restricted stock where dividends received on such restricted stock are non-forfeitable.
Basic earnings per unit of the Operating Partnership is computed by dividing net income available for common unitholders by the weighted Common Units outstanding - basic. Diluted earnings per unit is computed by dividing net income available for common unitholders by the weighted Common Units outstanding - basic plus the dilutive effect of options and warrants, using the treasury stock method. Weighted Common Units outstanding - basic includes all of the Company’s unvested restricted stock where distributions received on such restricted stock are non-forfeitable.
Recently Issued Accounting Standards
The Financial Accounting Standards Board (“FASB”) issued an accounting standards update (“ASU”) that requires disaggregated disclosure of income statement expenses. Certain expense captions will be disaggregated into specified categories in disclosures within the Notes to Consolidated Financial Statements. The ASU is required to be adopted in our 2027 Annual Report. We do not expect this adoption to have a material effect on our Consolidated Financial Statements.
2. Leases
Information as Lessor
We recognized rental and other revenues related to operating lease payments of $ 788.6 million, $ 811.6 million and $ 819.9 million, of which variable lease payments were $ 66.2 million, $ 75.3 million and $ 72.9 million, during the years ended December 31, 2025, 2024 and 2023, respectively. The following table sets forth the undiscounted cash flows for future minimum base rents to be received from customers for leases in effect as of December 31, 2025 for our consolidated properties:
2026 $ 694,049
2027 680,593
2028 628,443
2029 575,487
2030 508,740
Thereafter 1,832,647
$ 4,919,959
Information as Lessee
We have office assets encompassing 1.2 million rentable square feet subject to operating ground leases in Nashville, Orlando, Raleigh and Tampa with a weighted average remaining term of 50 years. Rental payments on these leases are adjusted periodically based on either the CPI or on a pre-determined schedule. The monthly payments on a pre-determined schedule are recognized on a straight-line basis over the terms of the respective leases. Changes in the CPI are not estimated as part of our
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measurement of straight-line rental expense. We recognized $ 2.4 million, $ 2.6 million and $ 2.6 million of ground lease expense during the years ended December 31, 2025, 2024, and 2023, respectively, and we paid $ 2.4 million, $ 2.5 million and $ 2.4 million in cash during 2025, 2024 and 2023, respectively .
The following table sets forth the undiscounted cash flows of our scheduled obligations for future minimum payments on operating ground leases as of December 31, 2025 and a reconciliation of those cash flows to the operating lease liability as of December 31, 2025:
2026 $ 2,121
2027 2,172
2028 2,226
2029 2,067
2030 2,125
Thereafter 64,112
74,823
Discount ( 47,679 )
Lease liability $ 27,144
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3. Real Estate Assets
Acquisitions
During 2025, we acquired 6HUNDRED, a 411,000 square foot office building in Uptown Charlotte. Our total purchase price, net of closing credits, was $ 193.4 million, including capitalized acquisition costs. The assets acquired and liabilities assumed were recorded at relative fair value as determined by management based on information available at the acquisition date and on current assumptions as to future operations.
During 2025, we acquired the Legacy Union parking garage located at 720 South Church Street in Uptown Charlotte for a total purchase price, including capitalized acquisition costs, of $ 110.2 million. This 3,057 -space garage supports the parking needs for 1.2 million square feet of Highwoods-owned office at Legacy Union, which consists of Bank of America Tower and SIX50 at Legacy Union, and is connected to these office buildings via a skybridge. The assets acquired and liabilities assumed were recorded at relative fair value as determined by management based on information available at the acquisition date and on current assumptions as to future operations.
During 2025, we acquired Advance Auto Parts Tower, a 346,000 square foot office building in Raleigh, for a total purchase price, including capitalized acquisition costs, of $ 137.9 million. The assets acquired and liabilities assumed were recorded at relative fair value as determined by management based on information available at the acquisition date and on current assumptions as to future operations.
During 2024, we acquired fee simple title to the land underneath our Century Center assets in Atlanta for a purchase price, including capitalized acquisition costs, of $ 50.8 million. We previously held most of our buildings in Century Center, a 12 -building office park encompassing 1.7 million square feet and 13 acres of developable land, pursuant to a long-term ground lease with a third party who owned fee simple title to the land.
During 2023, we acquired land in Raleigh for a purchase price, including capitalized acquisition costs, of $ 2.7 million.
Dispositions
During 2025, we sold a total of seven buildings in Atlanta, Richmond, Tampa and Raleigh and land in Pittsburgh, Orlando and Raleigh for an aggregate sales price of $ 205.7 million and recorded aggregate net gains on disposition of property of $ 107.1 million.
During 2024, we sold a total of 10 buildings in Raleigh and land in Greensboro for an aggregate sales price of $ 105.3 million and recorded aggregate gains on disposition of property of $ 46.8 million. The land sale completed our exit from the Greensboro market.
During 2023, we sold a total of four buildings and various land parcels in Nashville, Raleigh and Tampa for an aggregate sales price of $ 103.8 million and recorded aggregate gains on disposition of property of $ 47.8 million.
Seller Financed Transaction
During 2023, we sold a land parcel in Tampa for an aggregate sales price of $ 21.0 million. In connection with this disposition, we received cash of $ 2.0 million and provided $ 19.0 million of non-recourse seller financing in the form of a two-year , interest-only first mortgage that bears interest at SOFR plus 100 basis points. We have deemed repayment of the mortgage to be not probable primarily because the seller financing represents a significant portion of the aggregate sales price and, since the seller financing is non-recourse, our only remedy in the event of a default would be to foreclose on the asset. As a result, the disposition does not meet the contract criteria to be recognized as a sale. Until such time as the contract criteria are met, we will continue to account for the land parcel as land held for development on our Consolidated Balance Sheets, and the mortgage associated with the seller financing will not be recorded on our Consolidated Balance Sheets. The cash received at closing is recorded as a nonrefundable deposit in accounts payable, accrued expenses and other liabilities on our Consolidated Balance Sheets.
During 2025, the buyer exercised its extension option on this interest-only first mortgage. In connection with this extension, we received additional cash of $ 1.0 million. The loan will bear interest at SOFR plus 150 basis points during the one-year extension period. The disposition still does not meet the contract criteria to be recognized as a sale. We will continue to account for the land parcel as land held for development on our Consolidated Balance Sheets, and the mortgage associated with
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the seller financing will not be recorded on our Consolidated Balance Sheets. The cash received for the extension is recorded as a nonrefundable deposit in accounts payable, accrued expenses and other liabilities on our Consolidated Balance Sheets.
Impairments
During 2025, we recorded an impairment charge of $ 8.8 million to lower the carrying amount of two non-core, out-of-service assets at Century Center in Atlanta to their estimated fair values.
During 2024, we recorded an impairment charge of $ 24.6 million to lower the carrying amount of 625 Liberty (formerly known as EQT Plaza), a 616,000 square foot non-core building in CBD Pittsburgh, to its estimated fair value.
4. Investments in and Advances to Affiliates
Unconsolidated Affiliates
We have equity interests of up to 50.0 % in various joint ventures with unrelated third parties that are accounted for using the equity method of accounting because we have the ability to exercise significant influence over the operating and financial policies of the joint venture investment. The difference between the cost of these investments and the net book value of the underlying net assets was $ 15.6 million and $ 21.3 million as of December 31, 2025 and 2024, respectively.
The following table sets forth our ownership in unconsolidated affiliates as of December 31, 2025:
Joint Venture Location Ownership
Interest
Granite Park Six JV, LLC Dallas 50.0 %
GPI 23 Springs JV, LLC Dallas 50.0 %
M+O JV, LLC Dallas 50.0 %
Midtown East Tampa, LLC Tampa 50.0 %
Brand/HRLP 2827 Peachtree, LLC Atlanta 50.0 %
Plaza Colonnade, Tenant-in-Common Kansas City 50.0 %
Kessinger/Hunter & Company, LC Kansas City 26.5 %
- Highwoods-Markel Associates, LLC (“Markel joint venture”)
In 1999, we formed a joint venture with Markel Corporation (“Markel”) in which we owned a 50.0 % interest. The Markel joint venture was consolidated as of December 31, 2022 because we controlled the major operating and financial policies of the entity. Effective January 1, 2023, the agreement governing the joint venture was modified to require the consent of both partners for major operating and financial policies of the entity. As a result, the Markel joint venture was deconsolidated effective January 1, 2023, and this joint venture began being accounted for using the equity method of accounting. We recognized a gain on deconsolidation of $ 11.8 million in 2023 related to adjusting our retained interest in the joint venture to fair value.
In 2025, we sold our 50.0 % interest in the Markel joint venture to Markel. As a result, we recognized a loss on disposition of investment in unconsolidated affiliate of $ 4.7 million. Additionally, the Markel joint venture distributed a parcel of development land to a newly formed joint venture in which we and Markel each retained a 50.0 % interest.
- Granite Park Six JV, LLC (“Granite Park Six joint venture”)
We own the Granite Park Six building in Dallas as part of a joint venture with Granite Properties (“Granite”). We own a 50.0 % interest in this joint venture. The Granite Park Six joint venture has an anticipated total investment of $ 200.0 million. As of December 31, 2025, we have funded $ 76.8 million of our share of the equity for the Granite Park Six joint venture.
We determined that we have a variable interest in the Granite Park Six joint venture primarily because the entity was designed to pass along interest rate risk, equity price risk and operation risk to us and Granite as equity holders. The joint venture was further determined to be a variable interest entity as it requires additional subordinated financial support in the form of a loan because the initial equity investments provided by us and Granite were not sufficient to finance the planned
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investments and operations. We concluded we do not have the power to direct matters that most significantly impact the activities of the entity and therefore do not qualify as the primary beneficiary. Accordingly, the entity is not consolidated.
The Granite Park Six joint venture obtained a construction loan for up to $ 115.0 million, with an interest rate of SOFR plus 394 basis points and a maturity date of January 2026. This loan was paid off in full at maturity. See Note 16. In connection with this loan, the Granite Park Six joint venture obtained interest rate hedge contracts that effectively cap the underlying SOFR rate at 3.5 %. During 2024, we and Granite each contributed $ 35.5 million to the Granite Park Six joint venture to pay down the outstanding $ 70.9 million balance of the construction loan. This reconsideration event did not change our initial conclusion that the Granite Park Six joint venture is a variable interest entity of which we are not the primary beneficiary. As such, the entity remains unconsolidated. As of December 31, 2025, $ 16.2 million was drawn on this loan.
As of December 31, 2025, our risk of loss with respect to this arrangement was limited to the carrying value of our investment balance of $ 75.3 million. The assets of the Granite Park Six joint venture can only be used to settle obligations of the joint venture, and its creditors have no recourse to our wholly owned assets.
- GPI 23 Springs JV, LLC (“23Springs joint venture”)
We own the 23Springs building in Dallas as part of a joint venture with Granite. We own a 50.0 % interest in this joint venture. The 23Springs joint venture has an anticipated total investment of $ 460.0 million. As of December 31, 2025, we have funded $ 95.2 million of our share of the equity for the 23Springs joint venture.
We determined that we have a variable interest in the 23Springs joint venture primarily because the entity was designed to pass along interest rate risk, equity price risk and operation risk to us and Granite as equity holders. The joint venture was further determined to be a variable interest entity as it requires additional subordinated financial support in the form of a loan because the initial equity investments provided by us and Granite were not sufficient to finance the planned investments and operations. We concluded we do not have the power to direct matters that most significantly impact the activities of the entity and therefore do not qualify as the primary beneficiary. Accordingly, the entity is not consolidated.
The 23Springs joint venture obtained a construction loan for up to $ 265.0 million, with an interest rate of SOFR plus 355 basis points and a maturity date of March 2026, which can be extended for up to two additional years at our option. In connection with this loan, the 23Springs joint venture obtained interest rate hedge contracts that effectively cap the underlying SOFR rate at 3.5 %. The current contract caps the rate with respect to $ 223.9 million of any outstanding amounts and expires in April 2026. As of December 31, 2025, $ 161.3 million was drawn on this loan.
As of December 31, 2025, our risk of loss with respect to this arrangement was limited to the carrying value of our investment balance of $ 104.5 million. The assets of the 23Springs joint venture can only be used to settle obligations of the joint venture, and its creditors have no recourse to our wholly owned assets.
- M+O JV, LLC (“McKinney & Olive joint venture”)
We own the McKinney & Olive building in Dallas as part of a joint venture with Granite in which we own a 50.0 % interest. As part of the original acquisition of McKinney & Olive, the McKinney & Olive joint venture assumed a secured loan recorded at fair value of $ 137.0 million, with a stated interest rate of 4.5 % and an effective interest rate of 5.3 %. The remainder of the purchase price paid by the McKinney & Olive joint venture was funded with $ 80.0 million of short-term preferred equity contributed by us and $ 86.4 million of common equity contributed by each of Granite and us.
We determined that we have a variable interest in the McKinney & Olive joint venture primarily because the entity was designed to pass along interest rate risk, equity price risk and operation risk to us and Granite as equity holders. The McKinney & Olive joint venture was further determined to be a variable interest entity as it required additional subordinated financial support in the form of a loan because the initial equity investments by us and Granite, including the additional preferred equity provided by us, were not sufficient to finance its planned investments and operations. We concluded we do not have the power to direct matters that most significantly impact the activities of the entity and therefore do not qualify as the primary beneficiary. Accordingly, the entity is not consolidated.
During 2024, the McKinney & Olive joint venture paid off at maturity the remaining $ 134.3 million balance on the secured mortgage loan. In connection with this loan payoff, we and Granite each contributed $ 62.1 million to the joint venture.
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During 2023, we and Granite each contributed an additional $ 40.0 million of common equity to the McKinney & Olive joint venture. Such proceeds were then used by the joint venture to redeem our $ 80.0 million short-term preferred equity investment in full. Prior to the redemption, we received monthly distributions on the preferred equity at a rate of SOFR plus 350 basis points.
These reconsideration events did not change our initial conclusion that the McKinney & Olive joint venture is a variable interest entity of which we are not the primary beneficiary. As such, the entity remains unconsolidated.
As of December 31, 2025, our risk of loss with respect to this arrangement was limited to the carrying value of our investment balance of $ 176.4 million. The assets of the McKinney & Olive joint venture can only be used to settle obligations of the joint venture, and its creditors have no recourse to our wholly owned assets.
- Midtown East Tampa, LLC (“Midtown East joint venture”)
We own the Midtown East building in Tampa as part of a joint venture with The Bromley Companies (“Bromley”) in which we own a 50.0 % interest. Midtown East is a multi-customer office development project located in the mixed-use Midtown Tampa project in Tampa’s Westshore submarket. The Midtown East joint venture owns 143,000 square feet of an overall 432,000 square foot tower. The rest of Midtown East is owned by and serves as the headquarters of Tampa Electric and Peoples Gas. The total anticipated investment for the Midtown East joint venture’s share of the overall project is $ 83.0 million. In connection with the formation, we agreed to contribute our 50.0 % share of the equity required to fund the development project, $ 14.1 million of which was funded as of December 31, 2025. We also committed to provide a $ 52.3 million interest-only secured construction loan to the Midtown East joint venture that is scheduled to mature in March 2028. The loan bears interest at SOFR plus 450 basis points. As of December 31, 2025, $ 35.2 million was drawn on this loan.
We determined that we have a variable interest in the Midtown East joint venture primarily because the entity was designed to pass along interest rate risk, equity price risk and operation risk to us as both a debt and equity holder and to Bromley as an equity holder. The Midtown East joint venture was further determined to be a variable interest entity as it requires additional subordinated financial support in the form of a loan because the initial equity investments provided by us and Bromley were not sufficient to finance its planned investments and operations. We concluded we do not have the power to direct matters that most significantly impact the activities of the entity and therefore do not qualify as the primary beneficiary. Accordingly, the entity is not consolidated.
As of December 31, 2025, our risk of loss with respect to this arrangement was $ 48.1 million, which consists of the $ 12.9 million carrying value of our investment balance plus the $ 35.2 million outstanding balance of the loan we have provided to the joint venture. The outstanding balance on the loan is recorded in investments in and advances to unconsolidated affiliates on our Consolidated Balance Sheets. The assets of the Midtown East joint venture can only be used to settle obligations of the joint venture, and its creditors have no recourse to our wholly owned assets.
- Brand/HRLP 2827 Peachtree LLC (“2827 Peachtree joint venture”)
We own the 2827 Peachtree building in Atlanta as part of a joint venture with Brand Properties, LLC (“Brand”) in which we own a 50.0 % interest. The 2827 Peachtree joint venture has an anticipated total investment of $ 79.0 million. In connection with the formation, we agreed to contribute cash of $ 13.3 million, which has been fully funded. Brand contributed land valued at $ 7.7 million and cash of $ 5.6 million. We also committed to provide a $ 52.8 million interest-only secured construction loan to the 2827 Peachtree joint venture that was originally scheduled to mature in December 2024 with an option to extend for one year. During 2024, the joint venture exercised the option to extend the loan for one year and during 2025, we agreed to extend the loan for two additional years. The loan is now scheduled to mature in December 2027. The loan bears interest at SOFR plus 310 basis points. As of December 31, 2025, $ 49.9 million was drawn on this loan.
We determined that we have a variable interest in the 2827 Peachtree joint venture primarily because the entity was designed to pass along interest rate risk, equity price risk and operation risk to us as both a debt and equity holder and to Brand as an equity holder. The 2827 Peachtree joint venture was further determined to be a variable interest entity as it requires additional subordinated financial support in the form of a loan because the initial equity investments provided by us and Brand were not sufficient to finance its planned investments and operations. We concluded we do not have the power to direct matters that most significantly impact the activities of the entity and therefore do not qualify as the primary beneficiary. Accordingly, the entity is not consolidated.
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As of December 31, 2025, our risk of loss with respect to this arrangement was $ 61.9 million, which consists of the $ 12.0 million carrying value of our investment balance plus the $ 49.9 million outstanding balance of the loan we have provided to the joint venture. The outstanding balance on the loan is recorded in investments in and advances to unconsolidated affiliates on our Consolidated Balance Sheets. The assets of the 2827 Peachtree joint venture can only be used to settle obligations of the joint venture, and its creditors have no recourse to our wholly owned assets.
- Other Activities
We receive development, management and leasing fees for services provided to certain of our joint ventures. These fees are recognized in income to the extent of our respective joint venture partner’s interest. During the years ended December 31, 2025, 2024 and 2023, we recognized $ 0.5 million, $ 0.9 million and $ 1.0 million, respectively, of development/construction, management and leasing fees from our unconsolidated joint ventures.
Consolidated Affiliates
- HRLP MTW, LLC (“Midtown West joint venture”)
We own the Midtown West building in Tampa as part of a joint venture with Bromley in which we own an 80.0 % interest. In connection with the formation, we agreed to contribute cash of $ 20.0 million, which has been fully funded. Bromley contributed land valued at $ 5.0 million in exchange for the remaining 20.0 % interest. We also provided a $ 46.3 million interest-only secured construction loan to the Midtown West joint venture. All of the amounts outstanding under this loan were repaid in 2023.
We determined that we have a variable interest in the Midtown West joint venture primarily because the entity was designed to pass along interest rate risk, equity price risk and operation risk to us and Bromley as equity holders. The Midtown West joint venture was further determined to be a variable interest entity as it requires additional subordinated financial support in the form of a loan because the initial equity investments provided by us and Bromley were not sufficient to finance its planned investments and operations. We, as majority owner and managing member and through our control rights as set forth in the joint venture’s governance documents, were determined to be the primary beneficiary as we have both the power to direct the activities that most significantly affect the entity (primarily lease rates, property operations and capital expenditures) and significant economic exposure through our equity investment. As such, the Midtown West joint venture is consolidated and all intercompany transactions and accounts are eliminated.
During 2023, the Midtown West joint venture obtained a $ 45.0 million, five-year secured mortgage loan from a third party lender, with an effective fixed rate of 7.29 %. This loan is scheduled to mature in November 2028. The joint venture incurred $ 0.8 million of debt issuance costs, which will be amortized over the term of the loan. The net proceeds were used by the joint venture to repay in full the secured construction loan we provided, as discussed above. This reconsideration event did not change our initial conclusion that the Midtown West joint venture is a variable interest entity of which we are the primary beneficiary. As such, the entity remains consolidated and all intercompany transactions and accounts are eliminated.
The following table sets forth the assets and liabilities of the Midtown West joint venture included on our Consolidated Balance Sheets:
December 31,
2025 2024
Net real estate assets $ 56,299 $ 58,443
Cash and cash equivalents $ 1,361 $ 1,530
Accounts receivable $ 203 $ 42
Accrued straight-line rents receivable $ 5,254 $ 5,192
Deferred leasing costs, net $ 2,211 $ 2,596
Prepaid expenses and other assets $ 124 $ 104
Mortgages and notes payable, net $ 44,059 $ 44,325
Accounts payable, accrued expenses and other liabilities $ 1,170 $ 1,297
The assets of the Midtown West joint venture can only be used to settle obligations of the joint venture, and its creditors have no recourse to our wholly owned assets.
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Joint Venture Rights and Obligations
With respect to some of our joint ventures, we have a right to buy, and our joint venture partner has a right to sell to us, such joint venture partner’s interest under certain circumstances for fair market value during various timeframes in the future. For our Granite Park Six joint venture, such rights are exercisable during the two-year period commencing on the 10th anniversary of the completion date. For each of our 23Springs and McKinney & Olive joint ventures, such rights are exercisable during the two-year period commencing on the 12th anniversary of the stabilization date of 23Springs. For our 2827 Peachtree joint venture, such rights are exercisable during the two-year period commencing on the earlier of: (1) the stabilization date; (2) the seventh anniversary of the completion date; and (3) the maturity of the loan provided by us to the joint venture. For our Midtown West joint venture, our right to buy our partner’s interest is exercisable during the two-year period commencing on the seventh anniversary of the completion date, and our partner’s right to sell its interest to us is exercisable during the period commencing on the stabilization date and ending on the ninth anniversary of the completion date.
In addition to the foregoing, with respect to our Granite Park Six, 23Springs and Midtown West joint ventures, our joint venture partner has the right to receive additional consideration from us or the joint venture under certain circumstances if and to the extent the internal rate of return on the applicable development project exceeds certain thresholds.
5. Intangible Assets and Below Market Lease Liabilities
The following table sets forth total intangible assets and acquisition-related below market lease liabilities, net of accumulated amortization:
December 31,
2025 2024
Assets:
Deferred leasing costs (including lease incentives and above market lease and in-place lease acquisition-related intangible assets)
$ 414,230 $ 380,279
Less accumulated amortization ( 169,972 ) ( 170,312 )
$ 244,258 $ 209,967
Liabilities (in accounts payable, accrued expenses and other liabilities):
Acquisition-related below market lease liabilities $ 32,628 $ 37,482
Less accumulated amortization ( 17,102 ) ( 21,296 )
$ 15,526 $ 16,186
The following table sets forth amortization of intangible assets and below market lease liabilities:
Year Ended December 31,
2025 2024 2023
Amortization of deferred leasing costs and acquisition-related intangible assets (in depreciation and amortization)
$ 37,052 $ 40,301 $ 43,511
Amortization of lease incentives (in rental and other revenues) $ 2,851 $ 2,577 $ 2,816
Amortization of acquisition-related above market lease intangible assets (in rental and other revenues) $ 2,470 $ 3,076 $ 3,338
Amortization of acquisition-related below market lease liabilities (in rental and other revenues)
$ ( 2,757 ) $ ( 4,240 ) $ ( 5,019 )
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The following table sets forth scheduled future amortization of intangible assets and below market lease liabilities:
Years Ending December 31, Amortization
of Deferred Leasing Costs and Acquisition-Related Intangible Assets (in Depreciation and Amortization) Amortization
of Lease Incentives (in Rental and Other Revenues) Amortization
of Acquisition-Related Above Market Lease Intangible Assets (in Rental and Other Revenues) Amortization
of Acquisition-Related Below Market Lease Liabilities (in Rental and Other Revenues)
2026 $ 38,640 $ 2,655 $ 2,447 $ ( 2,607 )
2027 34,194 2,439 1,971 ( 2,238 )
2028 30,050 2,238 1,814 ( 1,825 )
2029 27,060 1,947 1,682 ( 1,554 )
2030 23,864 1,635 1,417 ( 1,550 )
Thereafter 61,433 4,736 4,036 ( 5,752 )
$ 215,241 $ 15,650 $ 13,367 $ ( 15,526 )
Weighted average remaining amortization periods as of December 31, 2025 (in years) 7.5 7.6 7.5 8.1
The following table sets forth the intangible assets acquired as a result of the acquisitions of Advance Auto Parts Tower in Raleigh, the Legacy Union parking garage in Charlotte and 6HUNDRED in Charlotte in 2025:
Acquisition-Related Above Market Lease Intangible Assets (amortized in Rental and Other Revenues) Acquisition-Related Intangible Assets (amortized in Depreciation and Amortization) Acquisition-Related Below Market Lease Liabilities (amortized in Rental and Other Revenues)
Amount recorded at acquisition $ 4,665 $ 39,867 $ ( 2,096 )
Weighted average remaining amortization periods as of December 31, 2025 (in years) 10.3 10.2 12.2
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6. Mortgages and Notes Payable
Our mortgages and notes payable consisted of the following:
December 31,
2025 2024
Secured indebtedness (1) :
5.69% mortgage loan due 2028 $ 200,000 $ 200,000
7.29% mortgage loan due 2028 (2)
44,530 44,965
4.27% (3.61% effective rate) mortgage loan due 2028 (3)
104,681 107,584
4.00% mortgage loan due 2029 83,730 84,712
3.61% (3.19% effective rate) mortgage loan due 2029 (4)
83,748 84,054
3.40% (3.50% effective rate) mortgage loan due 2033 (5)
68,721 69,575
4.60% (3.73% effective rate) mortgage loan due 2037 (6)
117,999 121,296
703,409 712,186
Unsecured indebtedness:
3.875% (4.038% effective rate) notes due 2027 (7)
299,533 299,134
4.125% (4.271% effective rate) notes due 2028 (8)
349,104 348,690
4.200% (4.234% effective rate) notes due 2029 (9)
349,681 349,583
3.050% (3.079% effective rate) notes due 2030 (10)
399,596 399,498
2.600% (2.645% effective rate) notes due 2031 (11)
399,205 399,048
5.350% (5.431% effective rate) notes due 2033 (12)
348,308 —
7.650% (7.836% effective rate) notes due 2034 (13)
346,318 345,862
Variable rate term loan due 2026 (14)
— 200,000
Variable rate term loan due 2027 (15)
150,000 150,000
Variable rate term loan due 2029 (16)
200,000 —
Revolving credit facility due 2028 (16)
25,000 104,000
2,866,745 2,595,815
Less-unamortized debt issuance costs ( 15,976 ) ( 14,442 )
Total mortgages and notes payable, net $ 3,554,178 $ 3,293,559
__________
(1) Our secured mortgage loans were collateralized by real estate assets with an undepreciated book value of $ 1,263.4 million as of December 31, 2025. We paid down $ 7.3 million of secured loan balances through principal amortization during 2025.
(2) The borrower under this loan is our Midtown West joint venture, a consolidated 80.0 % owned joint venture. See Note 4.
(3) Net of unamortized fair market value premium of $ 1.5 million and $ 2.1 million as of December 31, 2025 and 2024, respectively.
(4) Net of unamortized fair market value premium of $ 1.1 million and $ 1.4 million as of December 31, 2025 and 2024, respectively.
(5) Net of unamortized fair market value discount of $ 0.4 million and $ 0.4 million as of December 31, 2025 and 2024, respectively.
(6) Net of unamortized fair market value premium of $ 7.3 million and $ 8.0 million as of December 31, 2025 and 2024, respectively.
(7) Net of unamortized original issuance discount of $ 0.5 million and $ 0.9 million as of December 31, 2025 and 2024, respectively.
(8) Net of unamortized original issuance discount of $ 0.9 million and $ 1.3 million as of December 31, 2025 and 2024, respectively.
(9) Net of unamortized original issuance discount of $ 0.3 million and $ 0.4 million as of December 31, 2025 and 2024, respectively.
(10) Net of unamortized original issuance discount of $ 0.4 million and $ 0.5 million as of December 31, 2025 and 2024, respectively.
(11) Net of unamortized original issuance discount of $ 0.8 million and $ 1.0 million as of December 31, 2025 and 2024, respectively.
(12) Net of unamortized original issuance discount of $ 1.7 million as of December 31, 2025.
(13) Net of unamortized original issuance discount of $ 3.7 million and $ 4.1 million as of December 31, 2025 and 2024, respectively.
(14) This loan was repaid as of December 31, 2025.
(15) The interest rate was 4.69 % as of December 31, 2025.
(16) The interest rate was 4.59 % as of December 31, 2025.
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The following table sets forth scheduled future principal payments, including amortization, due on our mortgages and notes payable as of December 31, 2025:
Years Ending December 31, Amount
2026 $ 6,682
2027 458,736
2028 723,928
2029 717,027
2030 404,662
Thereafter 1,259,119
Less-unamortized debt issuance costs ( 15,976 )
$ 3,554,178
During 2024, our $ 750.0 million unsecured revolving credit facility was modified and is now scheduled to mature in January 2028 (but can be extended for two additional six -month periods at our option assuming no defaults have occurred). The interest rate on our revolving credit facility is SOFR plus a related spread adjustment of 10 basis points and a borrowing spread of 85 basis points, based on current credit ratings. The annual facility fee is 20 basis points. The interest rate and facility fee are based on the higher of the publicly announced ratings from Moody’s Investors Service or Standard & Poor’s Ratings Services. We incurred $ 7.7 million of debt issuance costs during the first quarter of 2024, which will be amortized along with certain existing unamortized debt issuance costs over the remaining term of our new revolving credit facility and recorded $ 0.2 million of loss on debt extinguishment. During the second quarter of 2024, we modified the revolving credit facility to provide that the interest rate may be adjusted upward or downward by 2.5 basis points depending upon whether or not we achieve certain pre-determined sustainability goals with respect to the ongoing reduction of greenhouse gas emissions. There was $ 25.0 million and $ 170.0 million outstanding under our revolving credit facility as of December 31, 2025 and January 30, 2026, respectively. As of both December 31, 2025 and January 30, 2026, we had $ 0.1 million of outstanding letters of credit, which reduce the availability on our revolving credit facility. As a result, the unused capacity of our revolving credit facility as of December 31, 2025 and January 30, 2026 was $ 724.9 million and $ 579.9 million, respectively.
During 2025, the Operating Partnership issued $ 350.0 million aggregate principal amount of 5.350 % notes due January 2033, less original issuance discount of $ 1.7 million. These notes were priced to yield 5.431 %. Underwriting fees and other expenses totaled $ 3.1 million and will be amortized over the term of the notes. The net proceeds from the issuance were used to repay amounts outstanding under our revolving credit facility and for general corporate purposes.
During 2025, we modified our $ 200.0 million unsecured bank term loan to extend the maturity date from May 2026 to January 2029. The term can be extended for two additional years at our option, assuming no defaults have occurred. The interest rate, based on current credit ratings, is SOFR plus 95 basis points. The interest rate is based on the higher of the publicly announced ratings from Moody’s Investors Service or Standard & Poor’s Ratings Services. The interest rate may be adjusted upward or downward by 2.5 basis points depending upon whether or not we achieve certain pre-determined sustainability goals with respect to the ongoing reduction of greenhouse gas emissions. We incurred $ 2.0 million of debt issuance costs, which are being amortized along with certain existing unamortized debt issuance costs over the remaining term of our modified term loan, and recorded $ 0.1 million of loss on debt extinguishment.
During 2023, the Operating Partnership issued $ 350.0 million aggregate principal amount of 7.650 % notes due February 2034, less original issuance discount of $ 4.6 million. These notes were priced to yield 7.836 %. During 2023, we obtained an aggregate of $ 200.0 million notional amount of forward-starting swaps that effectively locked the underlying 10-year treasury rate at 4.498 %. Upon the subsequent issuance of the notes, we terminated the forward-starting swaps and paid cash upon settlement. The unrealized loss of $ 0.5 million will be classified to interest expense as interest payments are made on the debt. Underwriting fees and other expenses totaled $ 3.2 million and will be amortized over the term of the notes. The net proceeds from the issuance were used: (1) to prepay, without penalty, a $ 200.0 million unsecured bank term loan that was scheduled to mature in October 2024; (2) to repay amounts outstanding under our revolving credit facility; and (3) for general corporate purposes. We recorded $ 0.6 million of loss on debt extinguishment related to the term loan prepayment.
During 2023, we obtained a $ 200.0 million, five-year secured mortgage loan from a third party lender, with an effective fixed interest rate of 5.69 %. This loan is scheduled to mature in April 2028. We incurred $ 1.3 million of debt issuance costs, which will be amortized over the term of the loan.
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We are currently in compliance with financial covenants with respect to our consolidated debt.
Our revolving credit facility and bank term loans require us to comply with customary operating covenants and various financial requirements. Upon an event of default on the revolving credit facility, the lenders having at least 51.0 % of the total commitments under the revolving credit facility can accelerate all borrowings then outstanding, and we could be prohibited from borrowing any further amounts under our revolving credit facility, which would adversely affect our ability to fund our operations. In addition, certain of our unsecured debt agreements contain cross-default provisions giving the unsecured lenders the right to declare a default if we are in default under more than $ 35.0 million with respect to other loans in some circumstances.
The Operating Partnership had $ 2,491.7 million carrying amount of various notes outstanding as of December 31, 2025, as detailed in the table above. The indenture that governs these outstanding notes requires us to comply with customary operating covenants and various financial ratios. The trustee or the holders of at least 25.0 % in principal amount of any series of notes can accelerate the principal amount of such series upon written notice of a default that remains uncured after 60 days.
We have considered our short-term liquidity needs within one year from February 10, 2026 (the date of issuance of the annual financial statements) and the adequacy of our estimated cash flows from operating activities and other available financing sources to meet these needs. Importantly, we have no scheduled debt maturities during such one-year period. We have concluded it is probable we will meet these short-term liquidity requirements through a combination of the following:
• available cash and cash equivalents;
• cash flows from operating activities;
• issuance of debt securities by the Operating Partnership;
• secured debt;
• bank term loans;
• borrowings under our revolving credit facility;
• issuance of equity securities by the Company or the Operating Partnership; and
• the disposition of non-core assets.
Capitalized Interest
Total interest capitalized to wholly-owned and joint venture development and significant building and tenant improvement projects was $ 6.0 million, $ 8.5 million and $ 9.0 million for the years ended December 31, 2025, 2024 and 2023, respectively.
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7. Commitments and Contingencies
Lease and Contractual Commitments
We had $ 234.5 million of lease and contractual commitments as of December 31, 2025. Lease and contractual commitments represent commitments under signed leases and contracts for operating properties (excluding tenant-funded tenant improvements), contracts for development/redevelopment projects and unfunded joint venture equity contributions agreed to at formation, of which $ 54.3 million was recorded on our Consolidated Balance Sheets as of December 31, 2025.
Contingent Consideration
As of December 31, 2024, we had $ 0.8 million of contingent consideration related to a parcel of acquired development land. The contingent consideration was payable in cash to a third party if and to the extent future development milestones as outlined in the purchase agreement were met. During 2025, the land parcel was sold to a third party. As a result, the contingent consideration is no longer recorded as a liability on our Consolidated Balance Sheets as of December 31, 2025.
Environmental Matters
Substantially all of our in-service and development properties have been subjected to Phase I environmental assessments and, in certain instances, Phase II environmental assessments. Such assessments and/or updates have not revealed, nor are we aware of, any environmental liability that we believe would have a material adverse effect in our Consolidated Financial Statements.
Litigation, Claims and Assessments
From time to time, we are a party to a variety of legal proceedings, claims and assessments arising in the ordinary course of our business. We regularly assess the liabilities and contingencies in connection with these matters based on the latest information available. For matters where it is probable that we have incurred or will incur a loss and the loss or range of loss can be reasonably estimated, the estimated loss is accrued and charged to income in our Consolidated Financial Statements. In other instances, because of the uncertainties related to both the probable outcome and amount or range of loss, a reasonable estimate of liability, if any, cannot be made. Based on the current expected outcome of such matters, none of these proceedings, claims or assessments is expected to have a material effect on our business, financial condition, results of operations or cash flows.
Joint Venture Buyout Rights and Obligations
With respect to certain of our joint ventures, we have a right to buy, and our joint venture partner has a right to sell to us, such joint venture partner's interest under certain circumstances for fair market value at various timeframes in the future. See Note 4.
In addition, with respect to certain of our joint ventures, our joint venture partner has a right to receive additional consideration from us or the joint venture under certain circumstances if and to the extent the internal rate of return on the applicable development project exceeds certain thresholds. See Note 4.
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8. Noncontrolling Interests
Noncontrolling Interests in Consolidated Affiliates
As of December 31, 2025, our noncontrolling interest in consolidated affiliates relates to our joint venture partner’s 20.0 % interest in the Midtown West joint venture. See Note 4. Our joint venture partner is an unrelated third party.
Noncontrolling Interests in the Operating Partnership
Noncontrolling interests in the Operating Partnership relate to the ownership of Redeemable Common Units. Net income attributable to noncontrolling interests in the Operating Partnership is computed by applying the weighted average percentage of Redeemable Common Units during the period, as a percent of the total number of outstanding Common Units, to the Operating Partnership’s net income for the period after deducting distributions on Preferred Units. When a noncontrolling unitholder redeems a Common Unit for a share of Common Stock or cash, the noncontrolling interests in the Operating Partnership are reduced and the Company’s share in the Operating Partnership is increased by the fair value of each security at the time of redemption.
The following table sets forth the Company’s noncontrolling interests in the Operating Partnership:
Year Ended December 31,
2025 2024
Beginning noncontrolling interests in the Operating Partnership $ 65,791 $ 49,520
Adjustment of noncontrolling interests in the Operating Partnership to fair value ( 8,538 ) 18,666
Conversions of Common Units to Common Stock ( 3,329 ) ( 132 )
Redemptions of Common Units ( 10 ) —
Net income attributable to noncontrolling interests in the Operating Partnership 3,112 2,040
Distributions to noncontrolling interests in the Operating Partnership ( 4,249 ) ( 4,303 )
Total noncontrolling interests in the Operating Partnership $ 52,777 $ 65,791
The following table sets forth net income available for common stockholders and transfers from the Company’s noncontrolling interests in the Operating Partnership:
Year Ended December 31,
2025 2024 2023
Net income available for common stockholders $ 157,253 $ 99,763 $ 146,230
Increase in additional paid in capital from conversions of Common Units to Common Stock 3,329 132 4,795
Redemptions of Common Units 10 — 163
Change from net income available for common stockholders and transfers from noncontrolling interests $ 160,592 $ 99,895 $ 151,188
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9. Disclosure About Fair Value of Financial Instruments
The following summarizes the levels of inputs that we use to measure fair value.
Level 1. Quoted prices in active markets for identical assets or liabilities.
Our Level 1 asset is our investment in marketable securities that we use to pay benefits under our non-qualified deferred compensation plan. Our Level 1 liability is our non-qualified deferred compensation obligation. The Company’s Level 1 noncontrolling interests in the Operating Partnership relate to the ownership of Common Units by various individuals and entities other than the Company.
Level 2. Observable inputs other than Level 1 prices, 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.
Our Level 2 assets include the fair value of our mortgages and notes receivable. Our Level 2 liabilities include the fair value of our mortgages and notes payable and interest rate swaps.
The fair value of mortgages and notes receivable and mortgages and notes payable is estimated by the income approach utilizing contractual cash flows and market-based interest rates to approximate the price that would be paid in an orderly transaction between market participants. The fair value of interest rate swaps is determined using the market standard methodology of netting the discounted future fixed cash receipts and the discounted expected variable cash payments. The variable cash payments of interest rate swaps are based on the expectation of future interest rates (forward curves) derived from observed market interest rate curves. In addition, credit valuation adjustments are considered in the fair values to account for potential nonperformance risk, but were concluded to not be significant inputs to the calculation for the periods presented.
Level 3. Unobservable inputs that are supported by little or no market activity and are significant to the fair value of the assets or liabilities.
Our Level 3 assets include any real estate assets recorded at fair value on a non-recurring basis as a result of our quarterly impairment analysis, which are valued using unobservable local and national industry market data such as comparable sales, appraisals, brokers’ opinions of value and/or the terms of definitive sales contracts. Significant increases or decreases in any valuation inputs in isolation would result in a significantly lower or higher fair value measurement.
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The following table sets forth our assets and liabilities and the Company’s noncontrolling interests in the Operating Partnership that are measured or disclosed at fair value within the fair value hierarchy:
Level 1 Level 2 Level 3
Total Quoted Prices
in Active
Markets for Identical Assets or Liabilities Significant Observable Inputs Significant Unobservable Inputs
Fair Value as of December 31, 2025:
Assets:
Mortgages and notes receivable, at fair value (1)
$ 12,228 $ — $ 12,228 $ —
Marketable securities of non-qualified deferred compensation plan (in prepaid expenses and other assets)
1,396 1,396 — —
Total Assets $ 13,624 $ 1,396 $ 12,228 $ —
Noncontrolling Interests in the Operating Partnership $ 52,777 $ 52,777 $ — $ —
Liabilities:
Mortgages and notes payable, net, at fair value (1)
$ 3,471,003 $ — $ 3,471,003 $ —
Non-qualified deferred compensation obligation (in accounts payable, accrued expenses and other liabilities)
1,396 1,396 — —
Total Liabilities $ 3,472,399 $ 1,396 $ 3,471,003 $ —
Fair Value as of December 31, 2024:
Assets:
Mortgages and notes receivable, at fair value (1)
$ 11,064 $ — $ 11,064 $ —
Marketable securities of non-qualified deferred compensation plan (in prepaid expenses and other assets)
2,295 2,295 — —
Impaired real estate assets 26,740 — — 26,740
Total Assets $ 40,099 $ 2,295 $ 11,064 $ 26,740
Noncontrolling Interests in the Operating Partnership $ 65,791 $ 65,791 $ — $ —
Liabilities:
Mortgages and notes payable, net, at fair value (1)
$ 3,097,323 $ — $ 3,097,323 $ —
Non-qualified deferred compensation obligation (in accounts payable, accrued expenses and other liabilities)
2,295 2,295 — —
Total Liabilities $ 3,099,618 $ 2,295 $ 3,097,323 $ —
__________
(1) Amounts are not recorded at fair value on our Consolidated Balance Sheets as of December 31, 2025 and 2024.
The Level 3 impaired real estate assets measured at a fair value of $ 19.6 million in the third quarter of 2025 consisted of two non-core, out-of-service assets at Century Center in Atlanta. For one of the Century Center assets, the impairment resulted from a change in our assumptions about the use of the asset. We determined that the highest and best use of this asset is residential and that the existing out-of-service office building will ultimately be demolished, either by us or an eventual buyer of the site. We estimated the fair value of this asset by using the sales comparison method, net of estimated demolition costs from construction bids received, as observable inputs were not available. For the other Century Center asset, the impairment resulted from a decrease in our estimate of fair value based on the market approach, as observable inputs were not available.
The Level 3 impaired real estate assets measured at a fair value of $ 26.7 million in the fourth quarter of 2024 included 625 Liberty, a non-core office building in CBD Pittsburgh. This impairment resulted from a change in our assumptions about the use of the asset. We estimated the fair value using a discounted cash flow analysis. We also used information from a broker’s opinion of value, which incorporates an income approach, as observable inputs were not available. Key assumptions used in the impairment calculation were an estimated discount rate ranging from 16.7 % to 19.9 % and an estimated terminal capitalization rate of 9.5 %.
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10. Equity
Common Stock Issuances
During 2023, we entered into separate equity distribution agreements in which the Company may offer and sell up to $ 300.0 million in aggregate gross sales price of shares of Common Stock. During 2025, the Company issued 1.9 million shares of Common Stock under its equity distribution agreements at an average gross sales price of $ 31.86 per share and received net proceeds, after sales commissions, of $ 60.7 million. During 2024, the Company issued 1.6 million shares of Common Stock under its equity distribution agreements at an average gross sales price of $ 32.71 per share and received net proceeds, after sales commissions, of $ 51.3 million. As of December 31, 2025, the Company had 90.1 million remaining shares of Common Stock authorized to be issued under its charter.
Common Stock Dividends
Dividends of the Company declared per share of Common Stock were $ 2.00 for each of the years ended December 31, 2025, 2024 and 2023.
The following table sets forth the Company’s estimated taxability to the common stockholders of dividends per share for federal income tax purposes:
Year Ended December 31,
2025 2024 2023
Ordinary dividend $ 1.15 $ 1.67 $ 1.58
Capital gains 0.85 0.18 0.42
Return of capital — 0.15 —
Total $ 2.00 $ 2.00 $ 2.00
The Company’s tax returns have not been examined by the Internal Revenue Service (“IRS”) and, therefore, the taxability of dividends is subject to change.
Preferred Stock
The following table sets forth the Company’s outstanding Preferred Stock:
Issue Date Number of Shares Outstanding Carrying Value Liquidation Preference Per Share Optional Redemption Date Annual Dividends Payable Per Share
(in thousands)
December 31, 2025
8.625% Series A Cumulative Redeemable 2/12/1997 27 $ 26,691 $ 1,000 2/12/2027 $ 86.25
December 31, 2024
8.625% Series A Cumulative Redeemable 2/12/1997 29 $ 28,811 $ 1,000 2/12/2027 $ 86.25
The following table sets forth the Company’s estimated taxability to the preferred stockholders of dividends per share for federal income tax purposes:
Year Ended December 31,
2025 2024 2023
8.625% Series A Cumulative Redeemable:
Ordinary dividend $ 49.57 $ 77.94 $ 68.02
Capital gains 36.68 8.31 18.23
Total $ 86.25 $ 86.25 $ 86.25
The Company’s tax returns have not been examined by the IRS and, therefore, the taxability of dividends is subject to change.
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Warrants
As of both December 31, 2025 and 2024, we had 15,000 warrants outstanding with an exercise price of $ 32.50 per share. Upon exercise of a warrant, the Company will contribute the exercise price to the Operating Partnership in exchange for Common Units. Therefore, the Operating Partnership accounts for such warrants as if issued by the Operating Partnership. These warrants have no expiration date.
Common Unit Distributions
Distributions of the Operating Partnership declared per Common Unit were $ 2.00 for each of the years ended December 31, 2025, 2024 and 2023.
Redeemable Common Units
Generally, the Operating Partnership is obligated to redeem each Redeemable Common Unit at the request of the holder thereof for cash equal to the value of one share of Common Stock based on the average of the market price for the 10 trading days immediately preceding the notice date of such redemption, provided that the Company, at its option, may elect to acquire any such Redeemable Common Unit presented for redemption for cash or one share of Common Stock. When a holder redeems a Redeemable Common Unit for a share of Common Stock or cash, the Company’s share in the Operating Partnership will be increased. The Common Units owned by the Company are not redeemable.
Preferred Units
The following table sets forth the Operating Partnership’s outstanding Preferred Units:
Issue Date Number of
Units
Outstanding Carrying
Value Liquidation Preference
Per Unit Optional Redemption
Date Annual
Distributions
Payable
Per Unit
(in thousands)
December 31, 2025
8.625% Series A Cumulative Redeemable 2/12/1997 27 $ 26,691 $ 1,000 2/12/2027 $ 86.25
December 31, 2024
8.625% Series A Cumulative Redeemable 2/12/1997 29 $ 28,811 $ 1,000 2/12/2027 $ 86.25
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11. Employee Benefit Plans
Officer, Management and Director Compensation Programs
Officers of the Company participate in an annual non-equity incentive program pursuant to which they are eligible to earn cash payments based on a percentage of their annual base salary in effect for December of the applicable year. Under this component of our executive compensation program, officers are eligible to earn additional cash compensation generally to the extent specific performance-based metrics are achieved during the most recently completed year. The position held by each officer has a target annual incentive percentage that ranges from 35 % to 140 % of base salary. The more senior the position, the greater the portion of compensation that varies with performance. The percentage amount an officer may earn under the annual non-equity incentive plan is the product of the target annual incentive percentage times an “actual performance factor,” which can range from zero to 200 %. Amounts under our annual non-equity incentive plan are accrued and expensed in the year earned, but are typically paid early in the following year. For payouts, if any, under our annual non-equity incentive program for 2025 that will be made on about March 1, 2026, in lieu of receiving cash payments, executive officers were provided the option to receive all or a portion of their payout in the form of time-based restricted stock that vests ratably on an annual basis over a three-year term. If an executive officer who makes such an election leaves our company, unvested shares would be immediately forfeited except in the event of death or disability. Our chief executive officer and our chief financial officer both elected to receive all of their payout, if any, under our annual non-equity incentive program for 2025 in the form of time-based restricted stock.
Certain other employees participate in a similar annual non-equity incentive program. Incentive eligibility ranges from 5 % to 20 % of annual base salary. These amounts are also accrued and expensed in the year earned, but are typically paid early in the following year.
The Company’s officers are eligible to receive a mix of long-term equity incentive awards on or about March 1 of each year. Prior to 2018, the mix generally consisted of stock options, time-based restricted stock and total return-based restricted stock. Since 2018, the mix has consisted of time-based restricted stock and total return-based restricted stock. Time-based restricted stock grants are also made annually to directors and certain other employees. Dividends received on restricted stock are non-forfeitable and are paid at the same rate and on the same date as on shares of Common Stock, except that, with respect to shares of total return-based restricted stock issued to the Company’s chief executive officer, dividends accumulate and are payable only if and to the extent the shares vest. Dividends paid on subsequently forfeited shares are expensed. Additional shares of total return-based restricted stock may be issued at the end of the applicable measurement periods if and to the extent actual performance exceeds certain levels of performance. Such additional shares, if any, would be fully vested when issued. No expense is recorded for additional shares of total return-based restricted stock that may be issued at the end of the applicable measurement period since that possibility is reflected in the grant date fair value. The following table sets forth the number of shares of Common Stock reserved for future issuance under the Company’s long-term equity incentive plans:
December 31,
2025 2024
Outstanding stock options and warrants 350,610 467,291
Possible future issuance under equity incentive plans 1,230,208 2,242,360
1,580,818 2,709,651
Of the possible future issuance under the Company’s long-term equity incentive plans as of December 31, 2025, all will be in the form of restricted stock.
During the years ended December 31, 2025, 2024 and 2023, we recognized share-based compensation expense of $ 8.2 million, $ 8.0 million and $ 7.0 million, respectively. Because REITs generally do not pay income taxes, we do not realize tax benefits on share-based payments. As of December 31, 2025, there was $ 3.7 million of total unrecognized share-based compensation costs, which will be recognized over a weighted average remaining contractual term of 2.0 years.
- Stock Options
Outstanding stock options vest ratably on an annual basis over four years and expire after 10 years. All stock options have an exercise price equal to the last reported stock price of our Common Stock on the New York Stock Exchange (“NYSE”) on the last trading day prior to grant. The value of all options as of the date of grant is calculated using the Black-Scholes option-pricing model and is amortized over the respective vesting period or the service period, if shorter, for employees who are or will become eligible under the Company’s retirement plan.
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The following table sets forth stock option activity:
Options Outstanding
Number of Options Weighted Average Exercise Price
Stock options outstanding as of December 31, 2023 (1)
512,067 $ 46.18
Expired ( 59,776 ) 37.71
Stock options outstanding as of December 31, 2024 452,291 47.30
Expired ( 116,681 ) 45.61
Stock options outstanding at December 31, 2025 (2)
335,610 $ 47.89
__________
(1) There were no options granted, canceled, exercised, expired or forfeited during the year ended December 31, 2023.
(2) The Company had 335,610 options exercisable as of December 31, 2025 with a weighted average exercise price of $ 47.89 and a weighted average remaining life of 0.6 years. As of December 31, 2025, all of these options had exercise prices higher than the market price of our common stock.
No options were exercised during the years ended December 31, 2025, 2024 and 2023. The Company generally does not permit the net cash settlement of exercised stock options, but does permit net share settlement so long as the shares received are held for at least a year. The Company has a practice of issuing new shares to satisfy stock option exercises.
- Time-Based Restricted Stock
Except for shares of time-based restricted stock to be issued to our chief executive officer and our chief financial officer in lieu of receiving cash payments, if any, under our annual non-equity incentive program for 2025 as described above, shares of time-based restricted stock granted to employees vest ratably on an annual basis generally over four years . Shares of time-based restricted stock granted to non-employee directors vest on the first anniversary of the grant date. The value of grants of time-based restricted stock is based on the market value of Common Stock as of the date of grant and is amortized to expense over the respective vesting period or the service period, if shorter, for employees who are or will become eligible under the Company’s retirement plan.
The following table sets forth time-based restricted stock activity:
Number of Shares Weighted Average Grant Date Fair Value
Restricted shares outstanding as of December 31, 2022 217,833 $ 43.00
Awarded and issued (1)
155,717 26.42
Vested (2)
( 95,423 ) 43.57
Forfeited ( 1,819 ) 34.11
Restricted shares outstanding as of December 31, 2023 276,308 33.51
Awarded and issued (1)
181,540 24.45
Vested (2)
( 114,233 ) 34.79
Restricted shares outstanding as of December 31, 2024 343,615 28.30
Awarded and issued (1)
144,112 29.31
Vested (2)
( 142,926 ) 29.97
Restricted shares outstanding as of December 31, 2025 344,801 $ 28.03
__________
(1) The weighted average fair value at grant date of time-based restricted stock issued during the years ended December 31, 2025, 2024 and 2023 was $ 4.2 million, $ 4.4 million and $ 4.1 million, respectively.
(2) The vesting date fair value of time-based restricted stock that vested during the years ended December 31, 2025, 2024 and 2023 was $ 4.2 million, $ 2.8 million and $ 2.5 million, respectively. Vested shares include those shares surrendered by employees to satisfy tax withholding obligations in connection with such vesting.
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- Total Return-Based Restricted Stock
Shares of total return-based restricted stock vest to the extent the Company’s absolute total returns for certain pre-determined three-year periods exceed predetermined goals. The amount subject to vesting ranges from zero to 150 %. Notwithstanding the Company’s absolute total return, if the Company’s total return is in the 50th percentile or greater as compared to all of the companies included in the FTSE NAREIT Equity Office Index, 100 % of total return-based restricted stock issued will vest at the end of the applicable period. The weighted average grant date fair value of such shares of total return-based restricted stock issued in 2025, 2024 and 2023 was determined to be $ 30.42 , $ 25.22 and $ 27.06 , respectively, and is amortized over the respective three-year period or the service period, if shorter, for employees who are or will become eligible under the Company’s retirement plan. The fair values of the total return-based restricted stock granted were determined at the grant dates using a Monte Carlo simulation model and the following assumptions:
2025 2024 2023
Risk free interest rate (1)
3.9 % 4.3 % 4.4 %
Common stock dividend yield (2)
6.6 % 8.7 % 6.9 %
Expected volatility (3)
30.1 % 29.3 % 27.2 %
__________
(1) Represents the interest rate as of the grant date on US treasury bonds having the same life as the estimated life of the total return-based restricted stock grants.
(2) The dividend yield is calculated utilizing the then current regular dividend rate for a one-year period and the average per share price of Common Stock during the three-month period preceding the date of grant.
(3) Based on the historical volatility of Common Stock over a period relevant to the related total return-based restricted stock grant.
The following table sets forth total return-based restricted stock activity:
Number of Shares Weighted Average Grant Date Fair Value
Restricted shares outstanding as of December 31, 2022 227,144 $ 38.93
Awarded and issued (1)
126,736 27.06
Vested (2)
( 65,140 ) 44.88
Forfeited ( 2,148 ) 35.83
Restricted shares outstanding as of December 31, 2023 286,592 34.03
Awarded and issued (1)
142,992 25.22
Vested (2)
( 79,588 ) 39.98
Restricted shares outstanding as of December 31, 2024 349,996 29.80
Awarded and issued (1)
117,568 30.42
Vested (2)
( 81,224 ) 43.60
Restricted shares outstanding as of December 31, 2025 386,340 $ 27.44
__________
(1) The fair value at grant date of total return-based restricted stock issued during the years ended December 31, 2025, 2024 and 2023 was $ 3.6 million, $ 3.6 million and $ 3.4 million, respectively, at target.
(2) The vesting date fair value of total return-based restricted stock that vested during the years ended December 31, 2025, 2024 and 2023 was $ 2.4 million, $ 1.9 million and $ 1.7 million, respectively, based on the performance of the specific plans. Vested shares include those shares surrendered by employees to satisfy tax withholding obligations in connection with such vesting.
401(k) Retirement Savings Plan
We have a 401(k) Retirement Savings Plan covering substantially all employees who meet certain age and employment criteria. We contribute amounts for each participant at a rate of 75 % of the employee’s contribution (up to 6 % of each employee’s bi-weekly salary and cash incentives, subject to statutory limits). During each of the years ended December 31, 2025, 2024 and 2023, we contributed $ 1.4 million to the 401(k) savings plan. The assets of this qualified plan are not included in our Consolidated Financial Statements since the assets are not owned by us.
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Retirement Plan
The Company has a retirement plan for employees with at least 30 years of continuous service or who are at least 55 years old with at least 10 years of continuous service. Subject to advance written notice and a non-compete agreement, eligible retirees would be entitled to receive a pro rata amount of any annual non-equity incentive compensation earned during the year of retirement and stock options and, except as set forth herein, time-based restricted stock would be non-forfeitable and vest according to the terms of their original grants. Eligible retirees would also be entitled to retain any total return-based restricted stock that subsequently vests after the retirement date according to the terms of their original grants. Except as set forth herein, for employees who meet the age and service eligibility requirements, 100 % of their annual grants are expensed at the grant date as if fully vested. For employees who will meet the age and service eligibility requirements within the normal vesting periods, the grants are amortized over the shorter service period. Notwithstanding the foregoing, shares of time-based restricted stock to be issued on or about March 1, 2026 to our chief executive officer and our chief financial officer in lieu of receiving cash payments, if any, under our annual non-equity incentive program for 2025 as described above would not become non-forfeitable and vest according to the terms of their original grant in the event of a retirement by such participant.
Deferred Compensation
Prior to 2010, officers could elect to defer all or a portion of their cash compensation, which was then invested in unrelated mutual funds under a non-qualified deferred compensation plan. These investments are recorded at fair value, which aggregated $ 1.4 million and $ 2.3 million as of December 31, 2025 and December 31, 2024, respectively, and are included in prepaid expenses and other assets, with an offsetting deferred compensation liability recorded in accounts payable, accrued expenses and other liabilities. Deferred amounts ultimately payable to the participants are based on the value of the related mutual fund investments. Accordingly, changes in the value of the unrelated mutual funds are recorded in interest and other income and the corresponding offsetting changes in the deferred compensation liability are recorded in general and administrative expense. As a result, there is no effect on our net income.
The following table sets forth our deferred compensation liability:
Year Ended December 31,
2025 2024 2023
Beginning deferred compensation liability $ 2,295 $ 2,294 $ 2,564
Mark-to-market adjustment to deferred compensation (in general and administrative expenses)
( 134 ) 575 243
Distributions from deferred compensation plans ( 765 ) ( 574 ) ( 513 )
Total deferred compensation liability $ 1,396 $ 2,295 $ 2,294
Employee Stock Purchase Plan
The Company has an Employee Stock Purchase Plan (“ESPP”) pursuant to which employees may contribute up to 25 % of their cash compensation for the purchase of Common Stock. At the end of each quarter, each participant’s account balance, which includes accumulated dividends, is applied to acquire shares of Common Stock at a cost that is calculated at 85 % of the average closing price on the NYSE on the five consecutive days preceding the last day of the quarter. In the years ended December 31, 2025, 2024 and 2023, the Company issued 45,932 , 51,711 and 77,086 shares, respectively, of Common Stock under the ESPP. The 15 % discount on newly issued shares, which is taxable income to the participants and is recorded by us as additional compensation expense, aggregated $ 0.2 million, $ 0.2 million and $ 0.3 million in the years ended December 31, 2025, 2024 and 2023, respectively. Generally, shares purchased under the ESPP must be held for at least one year. The Company satisfies its ESPP obligations by issuing additional shares of Common Stock.
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12. Real Estate and Other Assets Held For Sale
The following table sets forth the assets held for sale as of December 31, 2025 and 2024, which are considered non-core:
December 31,
2025 2024
Assets:
Land $ 3,454 $ 6,232
Buildings and tenant improvements 42,123 98,081
Less-accumulated depreciation ( 25,468 ) ( 58,511 )
Net real estate assets 20,109 45,802
Accrued straight-line rents receivable 2,083 6,581
Deferred leasing costs, net 1,006 2,784
Prepaid expenses and other assets 3 242
Real estate and other assets, net, held for sale $ 23,201 $ 55,409
13. Earnings Per Share and Per Unit
The following table sets forth the computation of basic and diluted earnings per share of the Company:
Year Ended December 31,
2025 2024 2023
Earnings per Common Share - basic:
Numerator:
Net income $ 162,650 $ 104,254 $ 151,330
Net (income) attributable to noncontrolling interests in the Operating Partnership ( 3,112 ) ( 2,040 ) ( 3,164 )
Net loss attributable to noncontrolling interests in consolidated affiliates 74 34 549
Dividends on Preferred Stock ( 2,359 ) ( 2,485 ) ( 2,485 )
Net income available for common stockholders $ 157,253 $ 99,763 $ 146,230
Denominator:
Denominator for basic earnings per Common Share – weighted average shares (1)
108,454 106,167 105,529
Net income available for common stockholders $ 1.45 $ 0.94 $ 1.39
Earnings per Common Share - diluted:
Numerator:
Net income $ 162,650 $ 104,254 $ 151,330
Net loss attributable to noncontrolling interests in consolidated affiliates 74 34 549
Dividends on Preferred Stock ( 2,359 ) ( 2,485 ) ( 2,485 )
Net income available for common stockholders before net (income) attributable to noncontrolling interests in the Operating Partnership $ 160,365 $ 101,803 $ 149,394
Denominator:
Denominator for basic earnings per Common Share – weighted average shares (1)
108,454 106,167 105,529
Add:
Noncontrolling interests Common Units 2,116 2,152 2,256
Denominator for diluted earnings per Common Share – adjusted weighted average shares and assumed conversions 110,570 108,319 107,785
Net income available for common stockholders $ 1.45 $ 0.94 $ 1.39
__________
(1) Includes all unvested restricted stock where dividends on such restricted stock are non-forfeitable.
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The following table sets forth the computation of basic and diluted earnings per unit of the Operating Partnership:
Year Ended December 31,
2025 2024 2023
Earnings per Common Unit - basic:
Numerator:
Net income $ 162,650 $ 104,254 $ 151,330
Net loss attributable to noncontrolling interests in consolidated affiliates 74 34 549
Distributions on Preferred Units ( 2,359 ) ( 2,485 ) ( 2,485 )
Net income available for common unitholders $ 160,365 $ 101,803 $ 149,394
Denominator:
Denominator for basic earnings per Common Unit – weighted average units (1)
110,161 107,910 107,376
Net income available for common unitholders $ 1.46 $ 0.94 $ 1.39
Earnings per Common Unit - diluted:
Numerator:
Net income $ 162,650 $ 104,254 $ 151,330
Net loss attributable to noncontrolling interests in consolidated affiliates 74 34 549
Distributions on Preferred Units ( 2,359 ) ( 2,485 ) ( 2,485 )
Net income available for common unitholders $ 160,365 $ 101,803 $ 149,394
Denominator:
Denominator for basic earnings per Common Unit – weighted average units (1)
110,161 107,910 107,376
Denominator for diluted earnings per Common Unit – adjusted weighted average units and assumed conversions 110,161 107,910 107,376
Net income available for common unitholders $ 1.46 $ 0.94 $ 1.39
__________
(1) Includes all unvested restricted stock where distributions on such restricted stock are non-forfeitable.
14. Income Taxes
Our Consolidated Financial Statements include the operations of the Company’s taxable REIT subsidiary, which is not entitled to the dividends paid deduction and is subject to federal, state and local income taxes on its taxable income.
The minimum dividend per share of Common Stock required for the Company to maintain its REIT status was $ 1.13 , $ 1.42 and $ 1.42 per share in 2025, 2024 and 2023, respectively. Continued qualification as a REIT depends on the Company’s ability to satisfy the dividend distribution tests, stock ownership requirements and various other qualification tests. The tax basis of the Company’s assets (net of accumulated tax depreciation and amortization) and liabilities was approximately $ 5.7 billion and $ 3.9 billion, respectively, as of December 31, 2025 and $ 5.7 billion and $ 3.6 billion, respectively, as of December 31, 2024. The tax basis of the Operating Partnership’s assets (net of accumulated tax depreciation and amortization) and liabilities was approximately $ 5.5 billion and $ 3.9 billion, respectively, as of December 31, 2025 and $ 5.6 billion and $ 3.6 billion, respectively, as of December 31, 2024.
During the years ended December 31, 2025, 2024 and 2023, the Company qualified as a REIT and incurred no federal income tax expense; accordingly, the only federal income taxes included in the accompanying Consolidated Financial Statements relate to activities of the Company’s taxable REIT subsidiary.
The Company had no net deferred tax asset or liability as of December 31, 2025 or December 31, 2024.
For each of the years ended December 31, 2025 and 2024, there were no unrecognized tax benefits. The Company is subject to federal, state and local income tax examinations by taxing authorities for 2022 through 2025. The Company does not expect that the total amount of unrecognized benefits will materially change within the next year.
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15. Segment Information
Our principal business is the operation, acquisition and development of rental office properties. We evaluate our business by geographic location, which is why our primary geographic locations are included as reportable segments below. The operating results by geographic grouping are regularly reviewed by our chief operating decision maker for assessing performance and other purposes. Our chief executive officer is our chief operating decision maker. There are no material inter-segment transactions.
Our accounting policies of the segments are the same as those used in our Consolidated Financial Statements. All operations are within the United States.
The following tables summarize rental and other revenues, rental property and other expenses, net operating income and total assets for each of our reportable segments. Net operating income is the primary industry property-level performance metric used by our chief operating decision maker and is defined as rental and other revenues less rental property and other expenses. Our chief operating decision maker uses net operating income to help assess segment performance and decide how to allocate resources accordingly.
Year Ended December 31,
2025 2024 2023
Rental and other revenues:
Atlanta $ 144,957 $ 146,168 $ 143,741
Charlotte 93,392 88,003 85,984
Nashville 156,603 169,158 171,797
Orlando 57,131 58,442 58,002
Raleigh 180,735 173,156 181,964
Richmond 36,192 35,265 35,918
Tampa 88,038 98,887 99,421
Rental and other revenues for reportable segments 757,048 769,079 776,827
Other 49,064 56,783 57,170
Total rental and other revenues 806,112 825,862 833,997
Rental property and other expenses:
Atlanta 56,982 57,453 54,041
Charlotte 25,866 24,419 22,063
Nashville 44,818 45,143 46,380
Orlando 21,706 23,094 22,840
Raleigh 46,867 47,046 49,702
Richmond 11,654 11,140 11,162
Tampa 33,651 37,603 37,039
Rental property and other expenses for reportable segments 241,544 245,898 243,227
Other 19,829 26,275 25,555
Total rental property and other expenses 261,373 272,173 268,782
Net operating income:
Atlanta 87,975 88,715 89,700
Charlotte 67,526 63,584 63,921
Nashville 111,785 124,015 125,417
Orlando 35,425 35,348 35,162
Raleigh 133,868 126,110 132,262
Richmond 24,538 24,125 24,756
Tampa 54,387 61,284 62,382
Net operating income for reportable segments 515,504 523,181 533,600
Other 29,235 30,508 31,615
Total net operating income $ 544,739 $ 553,689 $ 565,215
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Table of Contents
Year Ended December 31,
2025 2024 2023
Reconciliation to net income:
Depreciation and amortization $ ( 294,954 ) $ ( 299,046 ) $ ( 299,411 )
Impairments of real estate assets ( 8,800 ) ( 24,600 ) —
General and administrative expenses ( 40,307 ) ( 41,903 ) ( 42,857 )
Interest expense ( 152,433 ) ( 147,198 ) ( 136,710 )
Other income 9,587 12,337 4,435
Gains on disposition of property 107,149 46,817 47,773
Gain on deconsolidation of affiliate — — 11,778
Loss on disposition of investment in unconsolidated affiliate ( 4,700 ) — —
Equity in earnings of unconsolidated affiliates 2,369 4,158 1,107
Net income $ 162,650 $ 104,254 $ 151,330
December 31,
2025 2024
Total assets:
Atlanta $ 928,924 $ 958,101
Charlotte 1,225,852 950,068
Nashville 1,214,010 1,231,940
Orlando 267,110 276,070
Raleigh 1,308,827 1,182,217
Richmond 147,118 157,431
Tampa 400,801 463,884
Total assets for reportable segments 5,492,642 5,219,711
Other 781,196 809,644
Total assets $ 6,273,838 $ 6,029,355
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16. Subsequent Events
On January 9, 2026, we acquired Bloc 83, a two -building, 492,000 square foot mixed-use asset in CBD Raleigh, through the formation of a joint venture (“Bloc 83 joint venture”) with the North Carolina Investment Authority in which we initially own a 10.0 % interest. We retained an option to increase our ownership interest to 50.0 %. The Bloc 83 joint venture has an anticipated total investment of $ 210.5 million, which includes planned near-term building improvements and transaction costs. The joint venture’s planned total investment will be funded with $ 21.0 million of common equity contributed by us and $ 189.5 million of common equity contributed by the North Carolina Investment Authority. The North Carolina Investment Authority has the right to sell to us its interest in the joint venture under certain circumstances for fair market value at any time after the fifth anniversary of the formation date.
On January 9, 2026, we expanded our Dallas market presence by acquiring The Terraces, a 173,000 square foot office building in the Preston Center BBD of Dallas, through the formation of a joint venture (“The Terraces joint venture”) with Granite in which we own an 80.0 % interest. The Terraces joint venture has an anticipated total investment of $ 109.3 million, which includes planned near-term building improvements and transaction costs. The joint venture’s planned total investment will be funded with $ 64.3 million of preferred equity contributed by us, $ 36.0 million of common equity contributed by us and $ 9.0 million of common equity contributed by Granite. The preferred equity contributed by us will be entitled to receive monthly distributions at a rate of 5.75 %. We have a right to buy, and Granite has a right to sell to us, Granite’s interest in the joint venture under certain circumstances for fair market value at any time after the third anniversary of the formation date.
On January 12, 2026, we contributed $ 16.2 million of preferred equity to the Granite Park Six joint venture, in which we own a 50.0 % interest, which used such funds to pay off at maturity the $ 16.2 million outstanding balance of an up to $ 115.0 million construction loan. The preferred equity contributed by us will be entitled to receive monthly distributions at a rate of 8.0 %.
On January 29, 2026, the Company declared a cash dividend of $ 0.50 per share of Common Stock, which is payable on March 10, 2026 to stockholders of record as of February 17, 2026.
On February 6, 2026, we sold three buildings in Richmond for a sales price of $ 42.3 million and expect to record a gain on disposition of property of $ 17.0 million.
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HIGHWOODS PROPERTIES, INC.
HIGHWOODS REALTY LIMITED PARTNERSHIP
NOTE TO SCHEDULE III
(in thousands)
The following table sets forth the activity of real estate assets and accumulated depreciation:
December 31,
2025 2024 2023
Real estate assets:
Beginning balance $ 6,722,250 $ 6,728,003 $ 6,689,692
Acquisitions, development and improvements 557,784 210,024 226,066
Cost of real estate sold, retired and deconsolidated ( 266,434 ) ( 215,777 ) ( 187,755 )
Ending balance (a) $ 7,013,600 $ 6,722,250 $ 6,728,003
Accumulated depreciation:
Beginning balance $ 1,855,097 $ 1,743,390 $ 1,609,502
Depreciation expense 255,137 255,979 253,151
Real estate sold, retired and deconsolidated ( 182,490 ) ( 144,272 ) ( 119,263 )
Ending balance (b) $ 1,927,744 $ 1,855,097 $ 1,743,390
(a) Reconciliation of total real estate assets to balance sheet caption:
2025 2024 2023
Total per Schedule III $ 7,013,600 $ 6,722,250 $ 6,728,003
Development in-process exclusive of land included in Schedule III 6,248 — 8,918
Real estate assets, net, held for sale ( 45,577 ) ( 104,313 ) —
Total real estate assets $ 6,974,271 $ 6,617,937 $ 6,736,921
(b) Reconciliation of total accumulated depreciation to balance sheet caption:
2025 2024 2023
Total per Schedule III $ 1,927,744 $ 1,855,097 $ 1,743,390
Real estate assets, net, held for sale ( 25,468 ) ( 58,511 ) —
Total accumulated depreciation $ 1,902,276 $ 1,796,586 $ 1,743,390
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HIGHWOODS PROPERTIES, INC.
HIGHWOODS REALTY LIMITED PARTNERSHIP
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
(in thousands)
December 31, 2025
Initial Costs Costs Capitalized
Subsequent to
Acquisition Gross Value at Close of Period Life on
Which
Depreciation
is
Calculated
Description Property
Type 2025
Encumbrance Land Bldg &
Improv Land Bldg &
Improv Land Bldg &
Improv Total
Assets (1) Accumulated
Depreciation Date of
Construction
Atlanta, GA
1825 Century Boulevard Office 864 — 3,422 19,513 4,286 19,513 23,799 8,291 2002 5-40 yrs.
1875 Century Boulevard Office — 8,924 3,090 6,354 3,090 15,278 18,368 9,431 1976 5-40 yrs.
1900 Century Boulevard Office — 4,744 12,536 340 12,536 5,084 17,620 5,084 1971 5-40 yrs.
2200 Century Parkway Office — 14,432 4,433 7,826 4,433 22,258 26,691 14,771 1971 5-40 yrs.
2400 Century Parkway Office — — 4,589 14,981 4,589 14,981 19,570 9,770 1998 5-40 yrs.
2500 Century Parkway Office — — 3,919 16,454 3,919 16,454 20,373 6,014 2005 5-40 yrs.
2500/2635 Parking Garage Office — — — 6,447 — 6,447 6,447 3,273 2005 5-40 yrs.
2600 Century Parkway Office — 10,679 3,062 6,296 3,062 16,975 20,037 10,750 1973 5-40 yrs.
2635 Century Parkway Office — 21,643 6,714 21,810 6,714 43,453 50,167 27,855 1980 5-40 yrs.
2800 Century Parkway Office — 20,449 7,281 15,107 7,281 35,556 42,837 22,920 1983 5-40 yrs.
Century Plaza I Office 1,290 8,567 — 4,511 1,290 13,078 14,368 8,158 1981 5-40 yrs.
Century Plaza II Office 1,380 7,733 — 4,482 1,380 12,215 13,595 7,232 1984 5-40 yrs.
Riverwood 100 Office 5,785 64,913 ( 29 ) 37,902 5,756 102,815 108,571 43,154 1989 5-40 yrs.
Tradeport - Land Office 5,243 — ( 4,733 ) — 510 — 510 — N/A N/A
Two Alliance Center Office 9,579 125,549 — 8,731 9,579 134,280 143,859 43,334 2009 5-40 yrs.
One Alliance Center Office 14,775 123,071 — 27,698 14,775 150,769 165,544 52,201 2001 5-40 yrs.
10 Glenlake North Office 5,349 26,334 — 7,646 5,349 33,980 39,329 13,565 2000 5-40 yrs.
10 Glenlake South Office 5,103 22,811 — 14,302 5,103 37,113 42,216 11,240 1999 5-40 yrs.
Riverwood 200 Office 4,777 89,708 450 2,522 5,227 92,230 97,457 25,414 2017 5-40 yrs.
Riverwood 300 - Land Office 400 — — 710 400 710 1,110 158 2017 5-40 yrs.
Monarch Tower Office 22,717 143,068 — 28,117 22,717 171,185 193,902 53,681 1997 5-40 yrs.
Monarch Plaza Office 27,678 88,962 — 19,233 27,678 108,195 135,873 31,275 1983 5-40 yrs.
Galleria 75 - Land Office 19,740 — ( 3,983 ) 1,135 15,757 1,135 16,892 346 2022 5-40 yrs.
Charlotte, NC
Bank of America Tower Office 200,000 29,273 354,749 — 26,513 29,273 381,262 410,535 71,478 2019 5-40 yrs.
One Morrocroft Office (2) 3,655 28,357 ( 198 ) 5,474 3,457 33,831 37,288 5,184 1992 5-40 yrs.
Two Morrocroft Office (2) 3,530 28,804 ( 190 ) 1,592 3,340 30,396 33,736 4,756 1998 5-40 yrs.
Three Morrocroft Office (2) 3,566 30,505 ( 192 ) 135 3,374 30,640 34,014 4,098 2000 5-40 yrs.
Capitol Towers North Office (3) 8,642 96,254 — 464 8,642 96,718 105,360 13,190 2017 5-40 yrs.
Capitol Towers South Office (3) 9,095 95,458 — 1,166 9,095 96,624 105,719 13,167 2015 5-40 yrs.
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HIGHWOODS PROPERTIES, INC.
HIGHWOODS REALTY LIMITED PARTNERSHIP
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION (Continued)
Initial Costs Costs Capitalized
Subsequent to
Acquisition Gross Value at Close of Period Life on
Which
Depreciation
is
Calculated
Description Property
Type 2025
Encumbrance Land Bldg &
Improv Land Bldg &
Improv Land Bldg &
Improv Total
Assets (1) Accumulated
Depreciation Date of
Construction Life on
Which
Depreciation
is
Calculated
1426 S. Tryon - Land Office 26,702 — ( 1,280 ) — 25,422 — 25,422 — N/A N/A
SIX50 at Legacy Union Office 16,504 166,305 — 5,081 16,504 171,386 187,890 19,715 2020 5-40 yrs.
Four Morrocroft Office (2) 837 8,993 — 9 837 9,002 9,839 536 2024 5-40 yrs.
720 Parking Garage Office — — 24,178 82,248 24,178 82,248 106,426 749 2019 5-40 yrs.
6HUNDRED Office — — 20,011 152,921 20,011 152,921 172,932 540 2025 5-40 yrs.
Nashville, TN
3322 West End Office 3,025 27,490 — 12,889 3,025 40,379 43,404 24,954 1986 5-40 yrs.
3401 West End Office 5,862 22,917 — 5,511 5,862 28,428 34,290 19,348 1982 5-40 yrs.
5310 Maryland Way Office 1,863 7,201 — 3,193 1,863 10,394 12,257 6,678 1994 5-40 yrs.
Cool Springs I & II Deck Office — — — 3,990 — 3,990 3,990 1,819 2007 5-40 yrs.
Cool Springs III & IV Deck Office — — — 4,637 — 4,637 4,637 2,103 2007 5-40 yrs.
Cool Springs I Office 1,583 — 15 19,135 1,598 19,135 20,733 11,124 1999 5-40 yrs.
Cool Springs II Office 1,824 — 346 25,887 2,170 25,887 28,057 15,302 1999 5-40 yrs.
Cool Springs III Office 1,631 — 804 24,420 2,435 24,420 26,855 9,814 2006 5-40 yrs.
Cool Springs IV Office 1,715 — — 29,368 1,715 29,368 31,083 10,930 2008 5-40 yrs.
Cool Springs V Office 3,688 — 295 64,198 3,983 64,198 68,181 21,115 2007 5-40 yrs.
Harpeth Two Office 1,419 5,677 — 10,230 1,419 15,907 17,326 7,300 1984 5-40 yrs.
Harpeth Three Office 1,660 6,649 — 9,986 1,660 16,635 18,295 8,268 1987 5-40 yrs.
Harpeth Four Office 1,713 6,842 — 11,340 1,713 18,182 19,895 8,978 1989 5-40 yrs.
Harpeth Five Office 662 — 197 10,989 859 10,989 11,848 4,418 1998 5-40 yrs.
Hickory Trace Office 1,164 — 164 6,665 1,328 6,665 7,993 3,620 2001 5-40 yrs.
Highwoods Plaza I Office 1,552 — 307 9,273 1,859 9,273 11,132 5,831 1996 5-40 yrs.
Highwoods Plaza II Office 1,448 — 307 9,041 1,755 9,041 10,796 5,179 1997 5-40 yrs.
Seven Springs I Office 2,076 — 592 14,817 2,668 14,817 17,485 7,958 2002 5-40 yrs.
SouthPointe Office 1,655 — 310 10,025 1,965 10,025 11,990 6,131 1998 5-40 yrs.
Westwood South Office 2,106 — 382 9,460 2,488 9,460 11,948 6,117 1999 5-40 yrs.
100 Winners Circle Office 1,497 7,258 — 8,788 1,497 16,046 17,543 8,101 1987 5-40 yrs.
Symphony Place Office 83,730 — 141,469 — 2,566 — 144,035 144,035 42,365 2010 5-40 yrs.
Seven Springs East Office 2,525 37,587 — 540 2,525 38,127 40,652 14,597 2013 5-40 yrs.
The Shops at Seven Springs Office 803 8,223 — ( 923 ) 803 7,300 8,103 2,504 2013 5-40 yrs.
Seven Springs West Office 2,439 51,306 — 3,723 2,439 55,029 57,468 15,201 2016 5-40 yrs.
Seven Springs II Office 2,356 30,048 — 3,435 2,356 33,483 35,839 10,311 2017 5-40 yrs.
Bridgestone Tower Office 19,223 169,582 — 525 19,223 170,107 189,330 40,969 2017 5-40 yrs.
Virginia Springs II Office 4,821 26,448 — 3,324 4,821 29,772 34,593 5,675 2020 5-40 yrs.
MARS Campus Office 7,010 87,474 — 149 7,010 87,623 94,633 21,932 2019 5-40 yrs.
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HIGHWOODS PROPERTIES, INC.
HIGHWOODS REALTY LIMITED PARTNERSHIP
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION (Continued)
Initial Costs Costs Capitalized
Subsequent to
Acquisition Gross Value at Close of Period Life on
Which
Depreciation
is
Calculated
Description Property
Type 2025
Encumbrance Land Bldg &
Improv Land Bldg &
Improv Land Bldg &
Improv Total
Assets (1) Accumulated
Depreciation Date of
Construction Life on
Which
Depreciation
is
Calculated
Virginia Springs I Office 4,534 25,632 — 308 4,534 25,940 30,474 6,707 2018 5-40 yrs.
1100 Broadway - Land Office 29,845 — ( 259 ) — 29,586 — 29,586 — N/A N/A
Asurion Office 33,219 230,569 — 2,778 33,219 233,347 266,566 32,182 2021 5-40 yrs.
Ovation - Land Office 89,231 — 237 — 89,468 — 89,468 — N/A N/A
Broadway Stem - Land Office 6,218 — ( 1,335 ) 526 4,883 526 5,409 57 2021 5-40 yrs.
YMCA Site - Land Office 16,121 — ( 28 ) — 16,093 — 16,093 — N/A N/A
Orlando, FL
1800 Eller Drive Office — 9,851 — 1,889 — 11,740 11,740 8,850 1983 5-40 yrs.
201 South Orange Office 3,893 29,541 — 18,160 3,893 47,701 51,594 16,618 1982 5-40 yrs.
Capital Plaza Two Office 4,346 43,394 — 16,044 4,346 59,438 63,784 20,216 1999 5-40 yrs.
Capital Plaza One Office 3,482 27,321 — 12,524 3,482 39,845 43,327 13,576 1975 5-40 yrs.
Landmark Center Two Office 4,743 22,031 — 12,769 4,743 34,800 39,543 13,641 1985 5-40 yrs.
Landmark Center One Office 6,207 22,655 — 13,828 6,207 36,483 42,690 15,630 1983 5-40 yrs.
Bank of America Plaza Office 3,490 56,079 — 11,792 3,490 67,871 71,361 20,857 2000 5-40 yrs.
Eola Centre Office 5,785 11,160 — 15,755 5,785 26,915 32,700 9,563 1969 5-40 yrs.
Pittsburgh, PA
One PPG Place Office 9,819 107,643 — 61,928 9,819 169,571 179,390 71,994 1983-1985 5-40 yrs.
Two PPG Place Office 2,302 10,978 — 14,932 2,302 25,910 28,212 10,251 1983-1985 5-40 yrs.
Three PPG Place Office 501 2,923 — 5,197 501 8,120 8,621 4,302 1983-1985 5-40 yrs.
Four PPG Place Office 620 3,239 — 3,389 620 6,628 7,248 3,482 1983-1985 5-40 yrs.
Five PPG Place Office 803 4,924 — 3,064 803 7,988 8,791 3,576 1983-1985 5-40 yrs.
Six PPG Place Office 3,353 25,602 — 18,047 3,353 43,649 47,002 18,993 1983-1985 5-40 yrs.
625 Liberty Office 16,457 83,812 ( 11,000 ) ( 35,141 ) 5,457 48,671 54,128 32,163 1987 5-40 yrs.
Raleigh, NC
3600 Glenwood Avenue Office — 10,994 — 3,873 — 14,867 14,867 10,043 1986 5-40 yrs.
3737 Glenwood Avenue Office — — 318 18,928 318 18,928 19,246 11,062 1999 5-40 yrs.
801 Raleigh Corporate Center Office 828 — 272 13,419 1,100 13,419 14,519 7,676 2002 5-40 yrs.
2000 CentreGreen Office 1,529 — ( 391 ) 13,934 1,138 13,934 15,072 8,041 2000 5-40 yrs.
4000 CentreGreen Office 1,653 — ( 389 ) 13,089 1,264 13,089 14,353 7,349 2001 5-40 yrs.
5000 CentreGreen Office 1,291 34,572 — 1,313 1,291 35,885 37,176 11,863 2017 5-40 yrs.
3000 CentreGreen Office 1,779 — ( 397 ) 17,398 1,382 17,398 18,780 6,942 2002 5-40 yrs.
1000 CentreGreen Office 1,280 — 55 13,274 1,335 13,274 14,609 5,269 2008 5-40 yrs.
GlenLake One Office 924 — 1,324 24,984 2,248 24,984 27,232 13,892 2002 5-40 yrs.
GlenLake Four Office 1,659 — 493 21,409 2,152 21,409 23,561 10,091 2006 5-40 yrs.
GlenLake Six Office 941 — ( 365 ) 24,985 576 24,985 25,561 10,258 2008 5-40 yrs.
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HIGHWOODS PROPERTIES, INC.
HIGHWOODS REALTY LIMITED PARTNERSHIP
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION (Continued)
Initial Costs Costs Capitalized
Subsequent to
Acquisition Gross Value at Close of Period Life on
Which
Depreciation
is
Calculated
Description Property
Type 2025
Encumbrance Land Bldg &
Improv Land Bldg &
Improv Land Bldg &
Improv Total
Assets (1) Accumulated
Depreciation Date of
Construction Life on
Which
Depreciation
is
Calculated
701 Corporate Center Office 1,304 — 540 21,932 1,844 21,932 23,776 12,618 1996 5-40 yrs.
Lakeside Parcel 2 - Land Office 657 — 38 103 695 103 798 27 2015 5-40 yrs.
751 Corporate Center Office 2,665 16,939 — ( 818 ) 2,665 16,121 18,786 4,576 2018 5-40 yrs.
PNC Plaza Office 1,206 — — 66,156 1,206 66,156 67,362 30,419 2008 5-40 yrs.
4700 Six Forks Road Office 666 2,665 — 1,691 666 4,356 5,022 2,830 1982 5-40 yrs.
4700 Homewood Court Office 1,086 4,533 — 1,633 1,086 6,166 7,252 4,246 1983 5-40 yrs.
4800 Six Forks Road Office 862 4,411 — 2,023 862 6,434 7,296 4,696 1987 5-40 yrs.
4601 Creekstone Drive Office 255 — 217 6,976 472 6,976 7,448 4,001 1997 5-40 yrs.
Weston - Land Office 22,771 — ( 19,523 ) — 3,248 — 3,248 — N/A N/A
4625 Creekstone Drive Office 458 — 268 7,985 726 7,985 8,711 4,597 1995 5-40 yrs.
11000 Weston Parkway Office 2,651 18,850 — 18,239 2,651 37,089 39,740 14,513 1998 5-40 yrs.
GlenLake Five Office 2,263 30,264 — ( 1,710 ) 2,263 28,554 30,817 7,913 2014 5-40 yrs.
11800 Weston Parkway Office 826 13,188 — 112 826 13,300 14,126 5,394 2014 5-40 yrs.
CentreGreen Café Office 41 3,509 — 15 41 3,524 3,565 975 2014 5-40 yrs.
CentreGreen Fitness Center Office 27 2,322 — 14 27 2,336 2,363 646 2014 5-40 yrs.
One City Plaza Office 11,288 68,375 — 23,777 11,288 92,152 103,440 34,030 1986 5-40 yrs.
Charter Square Office 7,267 65,881 — 6,104 7,267 71,985 79,252 18,495 2015 5-40 yrs.
MetLife Global Technology Campus Office 21,580 149,889 — 1,013 21,580 150,902 172,482 43,029 2015 5-40 yrs.
GlenLake Seven Office 1,662 37,332 — ( 24 ) 1,662 37,308 38,970 6,669 2020 5-40 yrs.
Hargett - Land Office 9,248 — ( 1,124 ) — 8,124 — 8,124 — N/A N/A
Forum 1 Office 1,278 27,809 — 609 1,278 28,418 29,696 4,544 1985 5-40 yrs.
Forum 2 Office 1,327 18,088 — ( 561 ) 1,327 17,527 18,854 2,597 1988 5-40 yrs.
Forum 3 Office 994 23,931 — 1,591 994 25,522 26,516 5,863 1995 5-40 yrs.
Forum 4 Office 2,118 43,889 — 952 2,118 44,841 46,959 8,412 2000 5-40 yrs.
Forum 5 Office 1,552 26,263 — ( 466 ) 1,552 25,797 27,349 3,780 2007 5-40 yrs.
Captrust Tower Office 83,748 9,670 124,530 — 4,607 9,670 129,137 138,807 16,420 2010 5-40 yrs.
150 Fayetteville Office 104,681 7,677 130,049 — 45,347 7,677 175,396 183,073 22,648 1991 5-40 yrs.
GlenLake III Office 3,981 65,660 29 12,913 4,010 78,573 82,583 4,966 2023 5-40 yrs.
2205 Evans Road - Land Office 2,676 — — — 2,676 — 2,676 — N/A N/A
Advance Auto Parts Tower Office — — 4,764 115,015 4,764 115,015 119,779 3,759 2021 5-40 yrs.
Other Property Other 29,235 49,949 ( 10,925 ) 24,990 18,310 74,939 93,249 44,172 N/A 5-40 yrs.
Richmond, VA
4900 Cox Road Office 1,324 5,311 15 3,576 1,339 8,887 10,226 5,218 1991 5-40 yrs.
Colonnade Building Office 1,364 6,105 — 3,951 1,364 10,056 11,420 5,048 2003 5-40 yrs.
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HIGHWOODS PROPERTIES, INC.
HIGHWOODS REALTY LIMITED PARTNERSHIP
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION (Continued)
Initial Costs Costs Capitalized
Subsequent to
Acquisition Gross Value at Close of Period Life on
Which
Depreciation
is
Calculated
Description Property
Type 2025
Encumbrance Land Bldg &
Improv Land Bldg &
Improv Land Bldg &
Improv Total
Assets (1) Accumulated
Depreciation Date of
Construction Life on
Which
Depreciation
is
Calculated
Highwoods Commons Office 521 — 458 5,239 979 5,239 6,218 2,930 1999 5-40 yrs.
Highwoods One Office 1,688 — 22 17,428 1,710 17,428 19,138 9,314 1996 5-40 yrs.
Highwoods Two Office 786 — 226 10,293 1,012 10,293 11,305 5,686 1997 5-40 yrs.
Highwoods Five Office 783 — 11 8,821 794 8,821 9,615 5,779 1998 5-40 yrs.
Highwoods Plaza Office 909 — 187 6,878 1,096 6,878 7,974 3,723 2000 5-40 yrs.
Innslake Center Office 845 — 125 7,696 970 7,696 8,666 4,971 2001 5-40 yrs.
4101 Cox Road Office 1,205 4,825 — 4,320 1,205 9,145 10,350 4,880 1990 5-40 yrs.
North Park Office 2,163 8,659 6 3,311 2,169 11,970 14,139 7,985 1989 5-40 yrs.
North Shore Commons I Office 951 — 137 14,772 1,088 14,772 15,860 7,567 2002 5-40 yrs.
North Shore Commons II Office 2,067 — ( 89 ) 12,767 1,978 12,767 14,745 5,497 2007 5-40 yrs.
North End - Land Office 1,497 — 55 10 1,552 10 1,562 4 2020 5-40 yrs.
One Shockoe Plaza Office — — 356 22,271 356 22,271 22,627 14,772 1996 5-40 yrs.
Lake Brook Commons Office 1,600 8,864 ( 179 ) 426 1,421 9,290 10,711 4,794 1996 5-40 yrs.
Highwoods Three Office 1,918 — 358 14,455 2,276 14,455 16,731 6,300 2005 5-40 yrs.
4480 Cox Road Office 1,301 6,036 15 3,481 1,316 9,517 10,833 5,370 1996 5-40 yrs.
Innsbrook Centre Office 914 8,249 — 1,165 914 9,414 10,328 4,951 1987 5-40 yrs.
Tampa, FL
Meridian Three Office 2,673 16,470 — 13,135 2,673 29,605 32,278 10,493 1989 5-40 yrs.
Bayshore Place Office 2,276 11,817 — 4,253 2,276 16,070 18,346 9,850 1990 5-40 yrs.
Highwoods Bay Center I Office 3,565 — ( 64 ) 38,334 3,501 38,334 41,835 17,778 2007 5-40 yrs.
Horizon Office — 6,257 — 4,777 — 11,034 11,034 6,808 1980 5-40 yrs.
Lakeside Office — 7,369 — 7,373 — 14,742 14,742 10,514 1978 5-40 yrs.
Lakeside/Parkside Garage Office — — — 5,826 — 5,826 5,826 3,699 2004 5-40 yrs.
One Harbour Place Office 2,016 25,252 — 16,167 2,016 41,419 43,435 24,050 1985 5-40 yrs.
Parkside Office — 9,407 — 3,463 — 12,870 12,870 8,295 1979 5-40 yrs.
Pavilion Office — 16,394 — 4,624 — 21,018 21,018 14,357 1982 5-40 yrs.
Pavilion Parking Garage Office — — — 5,930 — 5,930 5,930 3,837 1999 5-40 yrs.
Tower Place Office 3,218 19,898 — 11,369 3,218 31,267 34,485 18,161 1988 5-40 yrs.
Meridian One Office 1,849 22,363 — 6,944 1,849 29,307 31,156 10,707 1984 5-40 yrs.
Meridian Two Office 1,302 19,588 — 8,770 1,302 28,358 29,660 9,780 1986 5-40 yrs.
Avion Office — — 6,310 44,178 6,310 44,178 50,488 12,866 2016 5-40 yrs.
Truist Place Office 1,980 102,138 — 33,241 1,980 135,379 137,359 42,145 1992 5-40 yrs.
Truist Place - Land Office 2,225 — — — 2,225 — 2,225 — N/A N/A
Midtown West Office 44,530 16,543 34,818 ( 218 ) 9,813 16,325 44,631 60,956 7,664 2021 5-40 yrs.
$ 769,431 $ 4,258,249 $ 57,349 $ 1,928,571 $ 826,780 $ 6,186,820 $ 7,013,600 $ 1,927,744
110
Table of Contents
HIGHWOODS PROPERTIES, INC.
HIGHWOODS REALTY LIMITED PARTNERSHIP
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION (Continued)
__________
(1) The cost basis for income tax purposes of aggregate land and buildings and tenant improvements as of December 31, 2025 is $ 6.7 billion.
(2) These assets are pledged as collateral for a $ 68.7 million first mortgage loan.
(3) These assets are pledged as collateral for a $ 118.0 million first mortgage loan.
111
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Raleigh, State of North Carolina, on February 10, 2026.
Highwoods Properties, Inc.
By:
/s/ Theodore J. Klinck
Theodore J. Klinck
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacity and on the dates indicated.
Signature Title Date
/s/ Carlos E. Evans Chairman of the Board of Directors February 10, 2026
Carlos E. Evans
/s/ Theodore J. Klinck President, Chief Executive Officer and Director February 10, 2026
Theodore J. Klinck
/s/ Charles A. Anderson Director February 10, 2026
Charles A. Anderson
/s/ David L. Gadis Director February 10, 2026
David L. Gadis
/s/ David J. Hartzell Director February 10, 2026
David J. Hartzell
/s/ Anne H. Lloyd Director February 10, 2026
Anne H. Lloyd
/s/ Candice W. Todd Director February 10, 2026
Candice W. Todd
/s/ Brendan C. Maiorana Executive Vice President and Chief Financial Officer February 10, 2026
Brendan C. Maiorana
/s/ Daniel L. Clemmens Senior Vice President and Chief Accounting Officer February 10, 2026
Daniel L. Clemmens
112
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Raleigh, State of North Carolina, on February 10, 2026.
Highwoods Realty Limited Partnership
By: Highwoods Properties, Inc., its sole general partner
By:
/s/ Theodore J. Klinck
Theodore J. Klinck
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacity and on the dates indicated.
Signature Title Date
/s/ Carlos E. Evans Chairman of the Board of Directors of the General Partner February 10, 2026
Carlos E. Evans
/s/ Theodore J. Klinck President, Chief Executive Officer and Director of the General Partner February 10, 2026
Theodore J. Klinck
/s/ Charles A. Anderson Director of the General Partner February 10, 2026
Charles A. Anderson
/s/ David L. Gadis Director of the General Partner February 10, 2026
David L. Gadis
/s/ David J. Hartzell Director of the General Partner February 10, 2026
David J. Hartzell
/s/ Anne H. Lloyd Director of the General Partner February 10, 2026
Anne H. Lloyd
/s/ Candice W. Todd Director of the General Partner February 10, 2026
Candice W. Todd
/s/ Brendan C. Maiorana Executive Vice President and Chief Financial Officer of the General Partner February 10, 2026
Brendan C. Maiorana
/s/ Daniel L. Clemmens Senior Vice President and Chief Accounting Officer of the General Partner February 10, 2026
Daniel L. Clemmens
113
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.