What changed in this filing

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Item 9A. Controls and Procedures

2024-02-20 compared with 2023-02-23 · 280 added, 250 removed, 1088 unchanged (33% of the section changed)

6 unchanged sentences

• pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and disposition of our assets;

• provide reasonable assurance that the transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of management and/or members of the board of directors;

Index to Financial Statements

• provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.

37 unchanged sentences

OTHER INFORMATION

No director or officer has adopted or terminated any contract, instruction, or written plan for the purchase or sale of securities of Piedmont that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c), or any written trading arrangement for the purchase or sale of securities of Piedmont that meets the requirements of a non-Rule 10b5-1 trading arrangement as defined in Item 408(c), as defined in Regulation S-K of the Exchange Act.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

21 unchanged sentences

Consolidated Statements of Operations for the Years December 31, 2023, 2022, and 2021

Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2022, 2021, and 2020

Consolidated Statements of Comprehensive Income/(Loss) for the Years Ended December 31, 2023, 2022, and 2021

Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2023, 2022, and 2021

8 unchanged sentences

(the "Company") (incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2009, filed on March 16, 2010)

3.2 Articles of Amendment of the Company effective June 30, 2011 (incorporated by reference to Exhibit 3.2 to the Company's Current Report on Form 8-K filed on July 6, 2011)

3.3 Articles Supplementary of the Company effective June 30, 2011 (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on July 6, 2011)

3.1.2 Articles of Amendment to the Third Articles of Amendment and Restatement of the Company (incorporated by reference to Exhibit 3.2 to the Company's Current Report on Form 8-K filed on July 6, 2011)

3.1.3 Articles Supplementary to the Third Articles of Amendment and Restatement of the Company, as amended (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on July 6, 2011)

3.1.4 Articles Supplementary to the Third Articles of Amendment and Restatement of the Company, as supplemented and amended (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K, filed on November 14, 2016)

3 unchanged sentences

Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K, filed on May 13, 2013)

4.2 Form of 3.40% Senior Notes due 2023 (included in Exhibit 4.1 hereto)

4.3 Indenture, dated March 6, 2014, by and among the Operating Partnership, Piedmont Office Realty Trust, Inc.

Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K, filed on March 6, 2014)

4.4 Supplemental Indenture, dated March 6, 2014, by and among the Operating Partnership, Piedmont Office Realty Trust, Inc.

4.1.2 Form of 3.40% Senior Notes due 2023 (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed on May 13, 2013)

4.2.1 Indenture, dated March 6, 2014, by and among the Operating Partnership, the Company and U.S.

Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K, filed on March 6, 2014)

Index to Financial Statements

4.5 Form of 4.450% Senior Notes due 2024 (included in Exhibit 4.2 hereto)

4.6 Supplemental Indenture, dated August 12, 2020, by and among Piedmont Operating Partnership, LP, Piedmont Office Realty Trust, Inc.

4.2.2 Supplemental Indenture, dated March 6, 2014, by and among the Operating Partnership, the Company and U.S.

Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K, filed on March 6, 2014)

4.2.3 Form of 4.450% Senior Notes due 2024 (incorporated by reference to Exhibit 4.3 to the Company's Current Report on Form 8-K filed on March 6, 2014)

4.2.4 Supplemental Indenture, dated August 12, 2020, by and among the Operating Partnership, the Company and U.S.

Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed on August 12, 2020)

4.7 Form of 3.150% Senior Notes due 2030 (included in Exhibit 4.1) (incorporated by reference to Exhibit 4.3 to the Company's Current Report on Form 8-K filed on August 12, 2020)

4.8 Description of Securities registered pursuant to Section 12 of the Exchange Act (incorporated by reference to Exhibit 4.15 to the Company's Annual Report on Form 10-K for the year ended December 31, 2019, filed on February 19, 2020)

4.9 Supplemental Indenture, dated as of September 20, 2021, by and among Piedmont Operating Partnership, LP, Piedmont Office Realty Trust, Inc.

4.2.5 Form of 3.150% Senior Notes due 2030 (incorporated by reference to Exhibit 4.3 to the Company's Current Report on Form 8-K filed on August 12, 2020)

4.2.6 Supplemental Indenture, dated as of September 20, 2021, by and among the Operating Partnership, the Company and U.S.

Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K, filed on September 20, 2021)

4.10 Form of 2.75% Senior Notes due 2023 (included in Exhibit 4.9)

4.2.7 Form of 2.750% Senior Notes due 2032 (incorporated by reference to Exhibit 4.3 to the Company's Current Report on Form 8-K filed on September 20, 2021)

4.2.8 Supplemental Indenture, dated as of July 20, 2023, by and among the Operating Partnership, the Company and U.S.

Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on July 20, 2023)

4.2.9 Form of 9.250% Senior Notes due 2028 (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed on July 20, 2023)

4.3 Description of Securities registered pursuant to Section 12 of the Exchange Act (incorporated by reference to Exhibit 4.15 to the Company's Annual Report on Form 10-K for the year ended December 31, 2019, filed on February 19, 2020)

10.1.1 Amended and Restated Agreement of Limited Partnership of the Operating Partnership, dated January 1, 2000 (incorporated by reference to Exhibit 10.64 to the Company's Annual Report on Form 10-K for the year ended December 31, 2000, filed on March 28, 2001)

10.1.2 Amendment to Agreement of Limited Partnership of the Operating Partnership, as Amended and Restated as of January 1, 2000, dated April 16, 2007 (incorporated by reference to Exhibit 99.8 to the Company’s Current Report on Form 8-K, filed on April 20, 2007)

10.3 Amendment to Second Amended and Restated Agreement of Limited Partnership of the Operating Partnership, as Amended and Restated as of January 1, 2000, dated August 8, 2007 (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K, filed on August 10, 2007)

10.4 Amended and Restated Dividend Reinvestment Plan of the Company adopted February 24, 2011 (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K, filed on February 24, 2011)

10.1.3 Amendment to Second Amended and Restated Agreement of Limited Partnership of the Operating Partnership, dated August 8, 2007 (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K, filed on August 10, 2007)

10.2.1* The Piedmont Office Realty Trust, Inc.

9 unchanged sentences

10.6* Employment Agreement dated January 1, 2019, by and between the Company and Christopher Kollme (incorporated by reference to Exhibit 10.31 to the Company's Annual Report on Form 10-K for the year ended December 31, 2018, filed on February 20, 2019)

Index to Financial Statements

10.7* Employment Agreement, dated as of March 19, 2019, between the Company and C.

Brent Smith (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K, filed on March 19, 2019)

10.12* Consulting Agreement, dated as of November 28, 2016, by and between the Company and Raymond L.

Owens (incorporated by reference to Exhibit 10.29 to the Company's Annual Report on Form 10-K for the year ended December 31, 2016, filed on February 21, 2017)

10.13* Confidential Retirement Agreement and General Release, dated as of November 28, 2016, by and between the Company and Raymond L.

Owens (incorporated by reference to Exhibit 10.30 to the Company's Annual Report on Form 10-K for the year ended December 31, 2016, filed on February 21, 2017)

Index to Financial Statements

10.14 Amended and Restated Term Loan Agreement Dated as Of September 28, 2018 by and among Piedmont Operating Partnership, LP, as Borrower, Piedmont Office Realty Trust, Inc., as Parent, JPMorgan Chase Bank, N.A., and SunTrust Robinson Humphrey, Inc., as Co-Lead Arrangers and Book Managers, JPMorgan Chase Bank, N.A., as Administrative Agent, SunTrust Bank as Syndication Agent, and the other financial institutions initially signatory thereto and their assignees (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on October 2, 2018)

10.8* Employment Agreement, dated November 1, 2022, by and between the Company and George M.

Wells (incorporated by reference to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2022, filed on November 2, 2022)

10.9.1* Piedmont Office Realty Trust, Inc.

Amended and Restated 2007 Omnibus Incentive Plan (incorporated by reference to Appendix A to the Company's Proxy Statement for its 2017 Annual Meeting of Stockholders filed with the Commission on March 22, 2017)

10.9.2* Form of Employee Deferred Stock Award Agreement for Amended and Restated 2007 Omnibus Incentive Plan of the Company effective February 19, 2020 (incorporated by reference to Exhibit 10.33 to the Company's Annual Report on Form 10-K for the year ended December 31, 2019, filed on February 19, 2020)

10.9.3* Form of Director Deferred Stock Award Agreement for Amended and Restated 2007 Omnibus Incentive Plan of the Company effective February 19, 2020 (incorporated by reference to Exhibit 10.34 to the Company's Annual Report on Form 10-K for the year ended December 31, 2019, filed on February 19, 2020)

10.9.4* Piedmont Realty Trust, Inc.

Second Amended and Restated 2007 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed May 12, 2021)

10.9.5* Form of Employee Deferred Stock Award Agreement for Second Amended and Restated 2007 Omnibus Incentive Plan of the Company (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, filed on April 28, 2021)

10.9.6* Form of Employee Officer Deferred Stock Award Agreement for Second Amended and Restated 2007 Omnibus Incentive Plan of the Company (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, filed on April 28, 2021)

10.9.7* Form of Director Deferred Stock Award Agreement for Second Amended and Restated 2007 Omnibus Incentive Plan of the Company (incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, filed on April 28, 2021)

10.9.8* Form of Employee Deferred Stock Award Agreement for Second Amended and Restated 2007 Omnibus Incentive Plan of the Company effective February 10, 2022 (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022 filed, on April 27, 2022)

10.9.9* Form of Employee Officer Deferred Stock Award Agreement for Second Amended and Restated 2007 Omnibus Incentive Plan of the Company effective February 10, 2022 (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022, filed on April 27, 2022)

10.9.10* Form of Employee Deferred Stock Award Agreement for Second Amended and Restated 2007 Omnibus Incentive Plan of the Company effective February 23, 2023 (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q, filed on May 1, 2023)

10.9.11* Form of Employee Deferred Stock Award Agreement for Second Amended and Restated 2007 Omnibus Incentive Plan of the Company effective February 20, 2024

10.9.12* Form of Employee Officer Deferred Stock Award Agreement for Second Amended and Restated 2007 Omnibus Incentive Plan of the Company effective February 20, 2024

10.9.13* Form of Director Deferred Stock Award Agreement for Second Amended and Restated 2007 Omnibus Incentive Plan of the Company effective F ebruary 20, 2024

10.9.14* Form of Performance Share Award Agreement for Second Amended and Restated 2007 Omnibus Incentive Plan of the Company effective February 20, 2024

10.10.1* Amendment Number Three to the Piedmont Office Realty Trust, Inc.

Long-Term Incentive Program effective May 2, 2017 (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2017, filed on August 2, 2017)

10.17* Form of Employee Deferred Stock Award Agreement for Amended and Restated 2007 Omnibus Incentive Plan of the Company effective May 2, 2017 (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2017, filed on August 2, 2017)

10.18 Term Loan Agreement, dated as of March 29, 2018, by and among Piedmont Operating Partnership, LP, as Borrower, Piedmont Office Realty Trust, Inc., as Parent, U.S.

Index to Financial Statements

10.10.2* Piedmont Office Realty Trust, Inc.

Long-Term Incentive Program Award Agreement, dated May 3, 2019 (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020, filed on April 29, 2020)

10.10.3* Amendment No.

4 to Piedmont Office Realty Trust, Inc.

Long-Term Incentive Program effective March 19, 2020 (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, filed on July 28, 2021)

10.10.4* Piedmont Office Realty Trust, Inc.

Long-Term Incentive Program Award Agreement effective March 19, 2020 (incorporated by reference to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020, filed on April 29, 2020)

10.10.5* Piedmont Office Realty Trust, Inc.

Long-Term Incentive Program Award Agreement effective February 17, 2022 (incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022, filed on April 27, 2022)

10.10.6* Amendment No.

5 to Piedmont Office Realty Trust, Inc.'s Long-Term Incentive Program effective February 23, 2023 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023, filed on May 1, 2023)

10.11 Amended and Restated Term Loan Agreement Dated as of September 28, 2018 by and among the Operating Partnership, as Borrower, the Company, as Parent, JPMorgan Chase Bank, N.A., and SunTrust Robinson Humphrey, Inc., as Co-Lead Arrangers and Book Managers, JPMorgan Chase Bank, N.A., as Administrative Agent, SunTrust Bank as Syndication Agent, and the other financial institutions initially signatory thereto and their assignees (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K, filed on October 2, 2018)

10.12.1 Term Loan Agreement, dated as of March 29, 2018, by and among the Operating Partnership, as Borrower, the Company, as Parent, U.S.

Bank National Association, PNC Capital Markets LLC, and SunTrust Robinson Humphrey, Inc., as Joint Lead Arrangers and Joint Book Runners, U.S.

1 unchanged sentence

10.12.2 Amendment No.

1, dated as of September 28, 2018, to the Term Loan Agreement between Piedmont Operating Partnership, LP, as Borrower and U.S.

1, dated as of September 28, 2018, to the Term Loan Agreement between the Operating Partnership, as Borrower and U.S.

Bank National Association as Administrative Agent dated as of March 29, 2018 (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2018, filed on October 30, 2018)

10.12.3 Amendment No.

2, dated as of March 3, 2020, to the Term Loan Agreement dated March 29, 2018, between Piedmont Operating Partnership, LP, as Borrower and U.S.

2, dated as of March 3, 2020, to the Term Loan Agreement dated March 29, 2018, between the Operating Partnership, as Borrower and U.S.

Bank National Association as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020, filed on April 29, 2020)

10.21 Revolving Credit Agreement Dated as of September 28, 2018 by and among Piedmont Operating Partnership, LP, as Borrower, Piedmont Office Realty Trust, Inc., as Parent, JPMorgan Chase Bank, N.A., SunTrust Robinson Humphrey, Inc., U.S.

10.12.4 Amendment No.

3, dated as of March 29, 2023, to the Term Loan Agreement, dated March 29, 2018, between the Operating Partnership, as Borrower and U.S.

Bank National Association as Administrative Agent (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023, filed on May 1, 2023)

10.13 Revolving Credit Agreement dated as of September 28, 2018 by and among the Operating Partnership, as Borrower, the Company, as Parent, JPMorgan Chase Bank, N.A., SunTrust Robinson Humphrey, Inc., U.S.

Bank National Association and PNC Capital Markets LLC, as Joint Lead Arrangers and Joint Bookrunners, JPMorgan Chase Bank, N.A., as Administrative Agent, SunTrust Bank, U.S.

1 unchanged sentence

as Documentation Agents, and the other financial institutions initially signatory thereto and their assignees (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed October 2, 2018)

10.22* Form of Employee Deferred Stock Award Agreement for Amended and Restated 2007 Omnibus Incentive Plan of the Company effective February 19, 2020 (incorporated by reference to Exhibit 10.33 to the Company's Annual Report on Form 10-K for the year ended December 31, 2019, filed on February 19, 2020)

10.23* Form of Director Deferred Stock Award Agreement for Amended and Restated 2007 Omnibus Incentive Plan of the Company effective February 19, 2020 (incorporated by reference to Exhibit 10.34 to the Company's Annual Report on Form 10-K for the year ended December 31, 2019, filed on February 19, 2020)

10.14 Purchase and Sale Agreement Between SPUS7 Galleria, LP, as Seller and Piedmont Dallas Galleria, LLC, as Purchaser (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed February 12, 2020)

10.25 Term Loan Agreement, dated February 10, 2020, by and among Piedmont Operating Partnership, LP, as Borrower, Piedmont Office Realty Trust, Inc.

as Parent, Suntrust Robinson Humphrey, Inc., as Lead Arranger and Book Manager, Truist Bank, as Administrative Agent, and the other financial institutions initially signatory hereto and their assignees as Lenders (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on February 12, 2020)

10.15.1 Term Loan Agreement, dated February 10, 2020, by and among the Operating Partnership, as Borrower, the Company, as Parent, Suntrust Robinson Humphrey, Inc., as Lead Arranger and Book Manager, Truist Bank, as Administrative Agent, and the other financial institutions initially signatory hereto and their assignees as Lenders (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on February 12, 2020)

Index to Financial Statements

10.15.2 Amendment No.

1 to Term Loan Agreement, dated March 24, 2020, by and among Piedmont Operating Partnership, LP, as Borrower, Truist Bank, as administrative agent and lender, and JPMorgan Chase Bank, N.A.

1 to Term Loan Agreement, dated March 24, 2020, by and among the Operating Partnership, as Borrower, Truist Bank, as administrative agent and lender, and JPMorgan Chase Bank, N.A.

Bank National Association, as new Lenders (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on March 30, 2020)

10.27* Piedmont Office Realty Trust, Inc.

Long-Term Incentive Program Award Agreement dated May 3, 2019 (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020, filed on April 29, 2020)

10.28* Amendment No.

4 to Piedmont Office Realty Trust, Inc.'s Long-Term Incentive Program effective March 19, 2020 (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, filed on July 28, 2021)

10.29* Piedmont Office Realty Trust, Inc.

10.30* Piedmont Realty Trust, Inc.

Second Amended and Restated 2007 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed May 12, 2021)

10.31* Form of Employee Deferred Stock Award Agreement for Second Amended and Restated 2007 Omnibus Incentive Plan of the Company (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021 filed on April 28, 2021)

10.32* Form of Employee Officer Deferred Stock Award Agreement for Second Amended and Restated 2007 Omnibus Incentive Plan of the Company (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021 filed on April 28, 2021)

10.33* Form of Director Deferred Stock Award Agreement for Second Amended and Restated 2007 Omnibus Incentive Plan of the Company (incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021 filed on April 28, 2021)

10.34 Amended and Restated Revolving Credit Agreement, dated as of June 14, 2022, by and among Piedmont Operating Partnership, LP, as Borrower, Piedmont Office Realty Trust, Inc., as Parent, JPMorgan Chase Bank, N.A., Truist Securities, Inc., U.S.

10.16 Amended and Restated Revolving Credit Agreement, dated as of June 14, 2022, by and among the Operating Partnership, as Borrower, the Company, as Parent, JPMorgan Chase Bank, N.A., Truist Securities, Inc., U.S.

Bank National Association, PNC Capital Markets LLC and Wells Fargo Securities, LLC., as Joint Lead Arrangers, JPMorgan Chase Bank, N.A., as Administrative Agent, Truist Bank, U.S.

1 unchanged sentence

as Syndication Agents, and the other financial institutions initially signatory thereto and their assignees (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed June 15, 2022)

10.35 Term Loan Agreement dated as of July 22, 2022, by and among Piedmont Operating Partnership, LP, as Borrower, Piedmont Office Realty Trust, Inc., as Parent, Truist Securities, Inc., as Lead Arranger and Book Manager, Truist Bank, as Administrative Agent, and the other financial institutions initially signatory thereto and their assignees (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed July 27, 2022)

10.17.1 Term Loan Agreement, dated as of July 22, 2022, by and among the Operating Partnership, as Borrower, the Company, as Parent, Truist Securities, Inc., as Lead Arranger and Book Manager, Truist Bank, as Administrative Agent, and the other financial institutions initially signatory thereto and their assignees (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed July 27, 2022)

10.17.2 Amendment No.

1 to Term Loan Agreement dated as of December 14, 2022, by and among Piedmont Operating Partnership, LP, as Borrower, Piedmont Office Realty Trust, Inc., as Parent, Truist Securities, Inc., as Lead Arranger and Book Manager, Truist Bank, as Administrative Agent, and the other financial institutions initially signatory thereto and their assignees (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed December 14, 2022)

1 to Term Loan Agreement dated as of December 14, 2022, by and among the Operating Partnership, as Borrower, the Company, as Parent, Truist Securities, Inc., as Lead Arranger and Book Manager, Truist Bank, as Administrative Agent, and the other financial institutions initially signatory thereto and their assignees (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed December 14, 2022)

10.18 Loan Assignment and Assumption Agreement and Omnibus Amendment to Note, Loan Agreement and Other Loan Documents (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed August 16, 2022)

10.19 Loan Agreement, dated as of September 10, 2018 by and between 1180 Peachtree Office Investors, LLC, as Borrower, and Metlife Real Estate Lending LLC, as Lender (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K, filed August 16, 2022)

10.39* Piedmont Office Realty Trust, Inc.

10.40* Form of Employee Deferred Stock Award Agreement for Second Amended and Restated 2007 Omnibus Incentive Plan of the Company effective February 10, 2022 (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022 filed on April 27, 2022)

Index to Financial Statements

10.41* Form of Employee Officer Deferred Stock Award Agreement for Second Amended and Restated 2007 Omnibus Incentive Plan of the Company effective February 10, 2022 (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022 filed on April 27, 2022)

10.42* Employment Agreement dated November 1, 2022, by and between the Company and George M.

Wells (incorporated by reference to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2022 filed on November 2, 2022)

10.20.1 Term Loan Agreement, dated as of January 31, 2023, by and among the Operating Partnership, as Borrower, the Company, as Parent, BofA Securities, Inc., JPMorgan Chase Bank, N.A., and TD Securities (USA) LLC, as Joint Lead Arrangers and Joint Bookrunners, Bank of America, N.A., as Administrative Agent, and the other financial institutions initially signatory thereto and their assignees (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on February 3, 2023)

10.20.2 Waiver, Agent Resignation, Extension, and Amendment No.

1 to Term Loan Agreement dated as of January 31, 2023

10.21 Term Loan Agreement, dated as of January 30, 2024, by and among the Operating Partnership, as Borrower, the Company, as Parent, Truist Securities, Inc,.

as Joint Lead Arranger and Sole Book Manager, JP Morgan Chase Bank, N.A.

and TD Bank, N.A,.

as Joint Lead Arrangers, Truist Bank as Administrative Agent, JP Morgan Chase Bank, N.A.

and TD Bank, N.A,.

as Co-Syndication Agents, and Wells Fargo Bank, N.A,.

as Documentation Agent, and the other financial institutions signatory thereto and their assignees, as Lenders (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on January 30, 2024).

21.1 List of Subsidiaries of the Company

5 unchanged sentences

32.2** Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

97.1 Policy Relating to Recovery of Erroneously Awarded Compensation

101.INS 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

1 unchanged sentence

101.CAL XBRL Taxonomy Extension Calculation Linkbase

Index to Financial Statements

101.DEF XBRL Taxonomy Extension Definition Linkbase

3 unchanged sentences

* Identifies each management contract or compensatory plan required to be filed.

** Filed herewith.

** Furnished herewith.

FORM 10-K SUMMARY

Index to Financial Statements

Pursuant to the requirements of Sections 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 this 23 rd day of February, 2023.

Piedmont Office Realty Trust, Inc.

32 unchanged sentences

Consolidated Statements of Operations for the Years December 31, 2023, 2022, and 2021

Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2022, 2021, and 2020

Consolidated Statements of Comprehensive Income/(Loss) for the Years Ended December 31, 2023, 2022, and 2021

Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2023, 2022, and 2021

22 unchanged sentences

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.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate 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 matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Revenues - Refer to Note 2 to the financial statements

Critical Audit Matter Description

Rental and tenant reimbursement income consists of revenue from leases with the Company’s tenants, as well as reimbursements for services prescribed by such leases.

The Company recognizes fixed base rental payments, as well as any fixed portions of reimbursement income, on a straight-line basis over the term of the related lease.

The timing of rental revenue recognition is largely dependent on whether the Company is the owner of tenant improvements at the leased property.

In determining whether the Company or the tenant owns such tenant improvements, the Company considers a number of factors, including, among other things:

whether the tenant is obligated by the terms of the lease agreement to construct or install the leasehold improvements as a condition of the lease;

whether the landlord can require the lessee to make specified improvements or otherwise enforce its economic rights to those assets;

whether the tenant is required to provide the landlord with documentation supporting the cost of tenant improvements prior to reimbursement by the landlord;

whether the landlord is obligated to fund cost overruns for the construction of leasehold improvements;

whether the leasehold improvements are unique

Index to Financial Statements

to the tenant or could reasonably be used by other parties;

and whether the estimated economic life of the leasehold improvements is long enough to allow for significant residual value that could benefit the landlord at the end of the lease term.

The determination of whether the Company or its tenant owns the tenant improvements and the timing and amount of revenue recognition requires the exercise of significant judgment by management based on the facts and circumstances of the specific lease arrangement and is not based on any one factor.

Auditing management’s conclusions with respect to these matters often is complex and requires subjective judgment.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to management’s determination of the owner of the tenant improvements and the related impact on the timing and amount of revenue recognition, included the following, among others:

• We tested the effectiveness of controls over revenue recognition, including the determination of the owner of tenant improvements and the timing and amounts of rental revenues to be recognized over the term of the related lease.

• We selected a sample of lease agreements and performed the following to evaluate the appropriateness of management’s conclusions regarding the owner of the tenant improvements and the timing and amount of revenue recognition:

◦ Evaluated the reasonableness and consistency of the factors considered by management to determine the owner of the tenant improvements and compared such factors to the terms in the lease agreement or other supporting documents.

◦ Tested tenant improvement costs (including the amounts funded by the Company or the tenant) by reconciling the amounts recorded by the Company to invoices or other supporting documents and evaluated whether the costs were consistent with the terms of the lease agreement and the Company’s ownership determination.

◦ Tested the timing and amounts recognized as rental income, including any amortization of deferred revenue or lease incentives, by independently calculating such rental income amounts to be recognized and comparing it to the amounts recorded by the Company.

Valuation of Goodwill – Refer to Note 2 to the financial statements

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During the year ended December 31, 2023, the Company recorded a goodwill impairment loss of approximately $29 million.

Index to Financial Statements

Auditing the goodwill impairment assessment required a high degree of auditor judgment and increased extent of effort due to the significant estimation uncertainty in certain assumptions used to determine the fair value of each reporting unit.

3 unchanged sentences

• We tested the effectiveness of internal controls related to management’s goodwill impairment evaluation, including those related to the selection of the capitalization rates and discount rates used in the valuation of each reporting unit.

Index to Financial Statements

• We selected a sample of properties and performed the following to evaluate the appropriateness of management’s conclusions regarding the discount rate and terminal cap rate assumptions:

◦ We evaluated the reasonableness of the capitalization rates and discount rates used by management to estimate the fair value of its reporting units based on independent market data, focusing on geographic location and other property characteristics.

◦ We developed independent estimates of capitalization rates and discount rates and compared those to the rates used by management.

• We evaluated whether the assumptions were consistent with evidence obtained in other areas of the audit.

/s/ Deloitte & Touche LLP

14 unchanged sentences

Construction in progress 85,966 52,010

Real estate assets held for sale, net — 63,887

Total real estate assets 3,512,527 3,500,624

2 unchanged sentences

Straight-line rent receivables 183,839 172,019

Notes receivable — 118,500

Restricted cash and escrows 3,381 3,064

4 unchanged sentences

263,606 284,248

Other assets held for sale, net — 8,393

Total assets $ 4,057,082 $ 4,085,525

1 unchanged sentence

$ 1,858,717 $ 1,786,681

195,879 197,000

Accounts payable, accrued expenses, and accrued capital expenditures 131,516 110,306

3 unchanged sentences

42,925 56,949

Interest rate swaps — 4,924

Total liabilities 2,334,110 2,236,270

27 unchanged sentences

Amortization 87,756 90,937 85,992

Impairment losses 25,981 41,000 —

Impairment charges 29,446 25,981 41,000

General and administrative 29,190 29,127 30,252

3 unchanged sentences

Other income 3,940 2,710 10,206

Loss on extinguishment of debt — — ( 9,336 )

Loss on early extinguishment of debt ( 820 ) — —

Gain on sale of real estate assets 1,946 151,729 —

1 unchanged sentence

Net income/(loss) ( 48,377 ) 146,830 ( 1,167 )

Net loss applicable to noncontrolling interest — 14 3

Net (income)/loss applicable to noncontrolling interest ( 10 ) — 14

Net income/(loss) applicable to Piedmont $ ( 48,387 ) $ 146,830 $ ( 1,153 )

6 unchanged sentences

PIEDMONT OFFICE REALTY TRUST, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/(LOSS)

(in thousands)

3 unchanged sentences

Other comprehensive income/(loss):

Effective portion of gain/(loss) on derivative instruments that are designated and qualify as cash flow hedges (See Note 5 )

Effective portion of gain on derivative instruments that are designated and qualify as cash flow hedges (See Note 4 )

2,626 8,202 2,994

Reclassification of net loss included in net income (See Note 5 )

Reclassification of net (gain)/loss included in net income (See Note 4 )

( 3,365 ) 1,273 2,952

Other comprehensive income/(loss) ( 739 ) 9,475 5,946

Comprehensive income applicable to Piedmont

Comprehensive income/(loss) applicable to Piedmont

$ ( 49,126 ) $ 156,305 $ 4,793

15 unchanged sentences

Share repurchases as part of announced plan ( 1,060 ) ( 10 ) — ( 18,842 ) — — ( 18,852 )

Dividends to common stockholders ($ 0.84 per share), stockholders of subsidiaries, and dividends reinvested

— — ( 5 ) ( 105,520 ) — ( 40 ) ( 105,565 )

Shares issued and amortized under the 2007 Omnibus Incentive Plan, net of tax 246 2 7,603 — — — 7,605

Net loss applicable to noncontrolling interest — — — — — ( 3 ) ( 3 )

Net income applicable to Piedmont — — — 232,688 — — 232,688

Other comprehensive loss — — — — ( 25,067 ) — ( 25,067 )

Balance, December 31, 2020 123,839 1,238 3,693,996 ( 1,774,856 ) ( 24,100 ) 1,683 1,897,961

Share repurchases as part of announced plan ( 1,060 ) ( 10 ) — ( 18,842 ) — — ( 18,852 )

Offering costs — — ( 55 ) — — — ( 55 )

Dividends to common stockholders ($ 0.84 per share), stockholders of subsidiaries, and dividends reinvested

Dividends to common stockholders ($ 0.84 per share) and stockholders of subsidiaries

— — — ( 104,230 ) — ( 40 ) ( 104,270 )

11 unchanged sentences

Balance, December 31, 2022 123,440 1,234 3,711,005 ( 1,855,893 ) ( 8,679 ) 1,588 1,849,255

Dividends to common stockholders ($ 0.67 per share) and stockholders of subsidiaries

— — — ( 82,867 ) — ( 40 ) ( 82,907 )

Shares issued and amortized under the 2007 Omnibus Incentive Plan, net of tax 275 3 5,737 — — — 5,740

Net income applicable to noncontrolling interest — — — — — 10 10

Net loss applicable to Piedmont — — — ( 48,387 ) — — ( 48,387 )

Other comprehensive loss — — — — ( 739 ) — ( 739 )

Balance, December 31, 2023 123,715 $ 1,237 $ 3,716,742 $ ( 1,987,147 ) $ ( 9,418 ) $ 1,558 $ 1,722,972

See accompanying notes.

13 unchanged sentences

Impairment losses 29,446 25,981 41,000

Loss on extinguishment of debt — — 349

General reserve/(reversal) for uncollectible accounts ( 3,000 ) ( 553 ) 4,553

Loss on early extinguishment of debt 287 — —

Reduction of general reserve for uncollectible accounts ( 1,000 ) ( 3,000 ) ( 553 )

Stock compensation expense 8,093 8,968 10,984

3 unchanged sentences

( 14,120 ) ( 14,163 ) ( 9,691 )

Decrease in prepaid expenses and other assets

Decrease/(increase) in prepaid expenses and other assets

( 10,693 ) 4,774 1,294

Cash received/(paid) upon settlement of interest rate swaps — 623 ( 19,930 )

Cash received upon settlement of interest rate swaps — — 623

Increase/(decrease) in accounts payable and accrued expenses

22 unchanged sentences

Repurchases of common stock as part of announced plan — — ( 19,537 )

Dividends paid and discount on dividend reinvestments

Dividends paid

( 93,122 ) ( 104,374 ) ( 103,905 )

63 unchanged sentences

Upon the acquisition of real properties, Piedmont records the fair value of properties (plus any related acquisition costs) allocated based on relative fair value as tangible assets, consisting of land and building, and identified intangible assets and liabilities, consisting of the value of above-market and below-market leases and the value of in-place leases, based on their estimated fair values.

Substantially all of Piedmont's property acquisitions qualify as asset acquisitions under Accounting Standards Codification ("ASC") 805, Business Combinations .

Piedmont's property acquisitions typically qualify as asset acquisitions under Accounting Standards Codification ("ASC") 805, Business Combinations .

The estimated fair values of the tangible assets of an acquired property are determined by valuing the property as if it were vacant, and the “as-if-vacant” value is then allocated to land and building based on management’s determination of the estimated fair value of these assets.

48 unchanged sentences

Allowance for Doubtful Accounts

As detailed above, Piedmont records contra-revenue adjustments for tenant/lease-specific changes in the collectibility assessments of its operating lease receivables as a reduction of rental and tenant reimbursement revenues.

These charges reduce tenant and straight-line rent receivable to net realizable value upon recognition.

In addition, during the year ended December 31, 2020, Piedmont also established an allowance for doubtful accounts for amounts that may become uncollectible in the future.

Details of Piedmont's allowance for doubtful accounts for the years ended December 31, 2022, 2021, and 2020 are as follows:

As detailed above, Piedmont records contra-revenue adjustments to reduce tenant and straight-line rent receivables to their net realizable value when collectibility is in question.

During the year ended December 31, 2020 Piedmont also established an allowance for doubtful accounts due to the general uncertainty regarding collectibility of certain tenant receivables during the COVID-19 pandemic.

The majority of this allowance was ultimately not used and was reversed during the two years ended December 31, 2023.

A roll forward of the allowance for doubtful accounts for the years ended December 31, 2023, 2022, and 2021 is as follows:

Balance at Beginning of Period Additions/Reversals as Decrease/(Increase) to Revenue Write-offs Balance at End of Period

26 unchanged sentences

Piedmont also makes assumptions about future market rental income amounts subsequent to the expiration of current lease agreements, property operating expenses, and the number of months it takes to re-lease the property, among other factors.

Piedmont determined that its goodwill was impaired during the year ended December 31, 2022, and recorded a goodwill impairment loss equal to the excess of its Washington, D.C/Northern Virginia reporting unit’s carrying amount over its estimated fair value, or approximately $ 16.0 million, in the accompanying consolidated statement of operations.

The fair value measurements used in the evaluation described above are considered to be Level 3 valuations within the fair value hierarchy as defined by GAAP as they involve projections of discounted future cash flows, which are derived from unobservable assumptions, the most subjective of which are capitalization rates and discount rates for each respective reporting unit.

As a result of impairment assessments performed during the years ended December 31, 2023 and 2022 Piedmont determined that portions of its goodwill related to various reporting units were impaired, and recorded goodwill impairment charges in each period as further described in Note 6 below.

Interest Rate Derivatives

Piedmont periodically enters into interest rate derivative agreements to hedge its exposure to changing interest rates.

Piedmont has periodically entered into interest rate derivative agreements to hedge its exposure to changing interest rates.

As of December 31, 2023 and 2022, all of Piedmont's interest rate derivatives were designated as effective cash flow hedges and carried on the balance sheet at estimated fair value.

7 unchanged sentences

Settlements resulting from the hedge of Piedmont's exposure to interest rate changes are classified as operating cash flows in the accompanying consolidated statements of cash flows.

Additionally, in conjunction with entering into various interest rate swap agreements during the year ended December 31, 2022 which are based upon the Secured Overnight Financing Rate ("SOFR") while the underlying debt is currently based upon LIBOR, Piedmont made an accounting policy election in accordance with Accounting Standards Codification ("ASC") Topic 848 Reference Rate Reform to assert that the hedged forecasted transactions remain probable of occurring and that the LIBOR reference rate is expected to be replaced by SOFR.

Deferred Lease Costs

1 unchanged sentence

In addition to direct costs, deferred lease costs also include intangible lease origination costs related to in-place leases acquired as part of a property acquisition.

Index to Financial Statements

Deferred lease costs are amortized on a straight-line basis over the terms of the related underlying leases in the accompanying consolidated statements of operations as follows:

1 unchanged sentence

• Approximately $ 4.4 million, $ 4.2 million, and $ 3.9 million, of deferred lease costs related to lease incentives granted to tenants are included as an offset to rental and tenant reimbursement revenue for the years ended December 31, 2023, 2022, and 2021, respectively.

Index to Financial Statements

Upon receipt of an early lease termination notice, Piedmont recognizes any unamortized deferred lease costs ratably over the revised remaining term of the lease after giving effect to the termination notice.

2 unchanged sentences

The fair value adjustment is amortized to interest expense over the term of the loan using the effective interest method.

Amortization of such fair value adjustments was approximately $ 0 , $ 0.3 million, and $ 0.5 million for the years ended December 31, 2022, 2021, and 2020, respectively.

Amortization of such fair value adjustments was approximately $ 0 , $ 0 , and $ 0.3 million for the years ended December 31, 2023, 2022, and 2021, respectively.

Piedmont records premiums and discounts on debt issuances as an increase/decrease to the principal amount of the loan in the accompanying consolidated balance sheets, and amortizes such premiums or discounts as a component of interest expense over the life of the underlying loan facility using the effective interest method.

14 unchanged sentences

however, under Piedmont’s charter, it has authority to issue a total of 150,000,000 shares-in-trust, which would be issued only in the event that there is a purported transfer of, or other change in or affecting the ownership of, Piedmont’s capital stock that would result in a violation of the ownership limits that are included in Piedmont’s charter to protect its REIT status.

Index to Financial Statements

Preferred Stock

2 unchanged sentences

Piedmont’s board of directors may determine the relative rights, preferences, and privileges of any class or series of preferred stock that may be issued, and can be more beneficial than the rights, preferences, and privileges attributable to Piedmont’s common stock.

Index to Financial Statements

Under Piedmont’s charter, it has authority to issue a total of 750,000,000 shares of common stock with a par value of $ 0.01 per share.

Each share of common stock is entitled to one vote and participates in distributions equally.

Under its board-authorized stock repurchase program, Piedmont may repurchase its own shares from time to time, in accordance with applicable securities laws, in the open market or in privately negotiated transactions.

The timing of repurchases is dependent upon market conditions and other factors, and repurchases may be commenced or suspended from time to time in Piedmont's discretion, without prior notice.

As of December 31, 2022, Piedmont had approximately $ 150.5 million of remaining capacity under the program which may be used for share repurchases through February 2024.

Piedmont previously had a board-authorized stock repurchase program, which expired in February 2024, under which it repurchased its own shares from time to time in the open market, in accordance with applicable securities laws.

Equity Securities Issued At-The-Market

8 unchanged sentences

As a REIT, Piedmont is required by the Internal Revenue Code of 1986, as amended (the “Code”), to make distributions to stockholders each taxable year equal to at least 90% of its annual taxable income, computed without regard to the dividends-paid deduction and by excluding net capital gains attributable to stockholders (“REIT taxable income”).

Piedmont previously sponsored a dividend reinvestment plan ("DRP") pursuant to which common stockholders could elect (if their brokerage agreements allowed) to reinvest an amount equal to the dividends declared on their common shares into additional shares of Piedmont’s common stock in lieu of receiving cash dividends.

During the year ended December 31, 2020, the board of directors terminated the company-funded DRP offered through its transfer agent.

Noncontrolling Interest

6 unchanged sentences

Piedmont evaluates contracts at commencement to determine if the contract contains a lease.

If a contract is determined to contain a lease, the lease is evaluated to determine whether it is an operating, sales-type, or a

Index to Financial Statements

direct financing lease.

If a contract is determined to contain a lease, the lease is evaluated to determine whether it is an operating, sales-type, or a direct financing lease.

All of Piedmont's leases where Piedmont is the lessor are for the lessee's use of space in Piedmont's commercial office properties and are classified as operating leases.

4 unchanged sentences

• whether the landlord can require the lessee to make specified improvements or otherwise enforce its economic rights to those assets;

Index to Financial Statements

• whether the tenant is required to provide the landlord with documentation supporting the cost of tenant improvements prior to reimbursement by the landlord;

21 unchanged sentences

Gains on the sale of real estate assets, like all non-lease related revenue, are subject to a five-step model requiring that Piedmont identify the contract with the customer, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to the performance obligations in the contract, and recognize revenue upon satisfaction of the performance obligations.

In circumstances where Piedmont contracts to sell a property with material post-sale involvement, such involvement must be accounted for as a separate performance obligation in the contract and a portion of the sales price

Index to Financial Statements

allocated to each performance obligation.

When the post-sale involvement performance obligation is satisfied, the portion of the sales price allocated to it will be recognized as gain on sale of real estate assets.

2 unchanged sentences

Notes receivable that are deemed to be uncollectible or fully in default are reduced to their net realizable value, which approximates their fair value.

Index to Financial Statements

Stock-based Compensation

3 unchanged sentences

Forfeitures are recorded when they occur.

Prior to the three years ended December 31, 2022, awards granted pursuant to the Performance Share component of the LTIC program were classified as liability awards and remeasured at fair value as of the end of each reporting period during the service period, with issuances recorded as a reduction to accrued expense.

Awards granted prior to the three-year service period (2020-2022) pursuant to the Performance Share component of the LTIC program were classified as liability awards and remeasured at fair value as of the end of each reporting period during the service period, with issuances recorded as a reduction to accrued expense.

Compensation expense recognized related to both of these award types is recorded as property operating costs for those employees whose job is related to property operations and as general and administrative expense for all other employees and board of directors in the accompanying consolidated statements of operations.

9 unchanged sentences

However, Piedmont is subject to federal income taxes related to the operations conducted by its taxable REIT subsidiary which have been provided for in the financial statements.

These operations resulted in approximately $( 10,000 ), $( 379,000 ), and $ 4,000 in income tax expense/(recoveries) for the years ended December 31, 2022, 2021, and 2020, respectively, as a component of other income/(expense) in the accompanying consolidated statements of operations.

These operations resulted in approximately $ 39,000 , $ 10,000 , and $ 379,000 in income tax recoveries for the years ended December 31, 2023, 2022, and 2021, respectively, as a component of other income/(expense) in the accompanying consolidated statements of operations.

Further, Piedmont is subject to certain state and local taxes related to the operations of properties in certain locations, which have been provided for in property operating costs in the accompanying consolidated financial statements.

During the year ended December 31, 2022, Piedmont acquired 100 % of the ownership interest in 1180 Peachtree Street in Midtown Atlanta, Georgia (part of the Atlanta geographic segment), consisting of 691,092 square feet and 95 % leased.

The net contractual purchase price of $ 465.7 million included the assumption of an existing $ 197 million, 4.10 % mortgage secured by the property.

The remaining cash portion of the purchase price was primarily funded using the $ 200 Million Unsecured 2022 Term Loan Facility (further described in Note 4 below), as well as cash on hand and our $ 600 Million Unsecured 2022 Line of Credit.

Recent Accounting Pronouncements

Segment Expense Disclosure

The Financial Accounting Standards Board (the "FASB") has issued Accounting Standards Update ("ASU") No.

2023-07, Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures ("ASU 2023-07).

ASU 2023-07 requires expanded disclosure of significant segment expenses which are regularly provided to the chief operating decision maker ("CODM");

all entities that have a single reportable segment must provide existing segment disclosures;

disclosure of the title and position of the CODM;

and entities must disclose the amounts and a qualitative description of "other segment items", representing the difference between segment revenue less segment expenses reported in segment profit or loss.

ASU 2023-07 is effective for Piedmont beginning with the Form 10-K for the year ended December 31, 2024, and subsequent interim periods thereafter.

Piedmont is currently evaluating the potential impact of adoption;

however, Piedmont does not anticipate any material impact to its consolidated financial statements as a result of adoption of ASU 2023-07.

Income Tax Disclosure

The FASB has issued ASU No.

2023-09, Income Taxes (Topic 740), Improvements to Income Tax Disclosures ("ASU 2023-09).

ASU 2023-09 requires expanded disclosure of tax information, including a rate reconciliation and the amounts of

Index to Financial Statements

The purchase price of 1180 Peachtree Street, inclusive of approximately $ 2.2 million of closing costs, was allocated as follows:

1180 Peachtree Street

Land $ 56,932

Building and improvements 336,228

Intangible lease assets (1)

Lease acquisition costs, net of tenant credits received from seller (1)

Intangible lease origination costs (1)

Intangible lease liabilities (1)

Total allocated purchase price $ 467,908

Assumption of secured mortgage note ( 197,000 )

Net cash paid upon acquisition $ 270,908

(1) Amortization of in-place lease intangibles and lease acquisition costs are recognized using the straight-line method over approximately 7.4 years, the average remaining life of in-place leases.

As noted above, in conjunction with the acquisition of 1180 Peachtree Street during the year ended December 31, 2022, Piedmont entered into a Loan Assignment and Assumption Agreement for an existing $ 197 million fixed rate mortgage secured by the property (the “$ 197 Million Fixed Rate Mortgage”).

The $ 197 Million Fixed Rate Mortgage has a remaining term of approximately six years and a final maturity date of October 1, 2028.

Interest only at a fixed rate of 4.10 % per annum is payable until October 1, 2023, at which point the loan becomes amortizing.

During the year ended December 31, 2022, Piedmont also entered into a new $ 200 million, floating-rate, unsecured term loan facility (the “$ 200 Million Unsecured 2022 Term Loan Facility”).

The $ 200 Million Unsecured 2022 Term Loan Facility has a maturity date of December 16, 2024, and Piedmont may extend the term for six months through an available extension provided Piedmont is not then in default and all representations and warranties are true and correct in all material respects and upon payment of applicable extension fees.

Piedmont may prepay the loan in whole or in part, at any time without premium or penalty.

The stated interest rate spread over Adjusted SOFR can vary from 0.80 % to 1.65 % based upon the then current credit rating of Piedmont.

As of December 31, 2022, the applicable interest rate spread on the loan was 1.00 %.

During the year ended December 31, 2022, Piedmont amended and restated its $ 500 Million Unsecured 2018 Line of Credit which had an initial maturity date of September 30, 2022.

As amended and restated, the capacity of the line of credit has been expanded to $ 600 million (the "$ 600 Million Unsecured 2022 Line of Credit").

The term of the new $ 600 Million Unsecured 2022 Line of Credit was extended to June 30, 2026, and Piedmont may extend the term for up to one additional year (through two available six-month extensions) provided Piedmont is not then in default and all representations and warranties are true and correct in all material respects and upon payment of applicable extension fees.

Under certain terms of the agreement, Piedmont may increase the new facility by up to an additional $ 500 million, to an aggregate size of $ 1.1 billion, provided that no existing bank has any obligation to participate in such increase.

Piedmont paid customary arrangement and upfront fees to the lenders in connection with the closing of the new facility.

The $ 600 Million Unsecured 2022 Line of Credit has the option to bear interest at varying levels (determined with reference to the greater of the credit rating for Piedmont or Piedmont OP) based on the Adjusted SOFR Rate, Adjusted Daily Effective SOFR Rate, or the Base Rate, all as defined in the facility agreement.

Further, the Base Rate is defined as the greater of the prime rate, the federal funds rate plus 0.5 %, or the Adjusted SOFR Rate for a one-month period plus 1.0 %.

The term SOFR loans are available with interest periods selected by Piedmont of one , three , or six months .

The stated interest rate spread over Adjusted SOFR can vary from 0.725 % to 1.4 % based upon the greater of the then current credit rating of Piedmont or Piedmont OP.

As of December 31, 2022, based upon Piedmont’s current BBB credit rating, the current stated Adjusted SOFR spread on the loan is 0.85 %.

annual income taxes paid (net of refunds received), segregated by federal, state, and local jurisdictions.

The amendments of ASU 2023-09 also require disclosure of income from continuing operations before income tax separated by domestic and foreign income, and eliminate the requirement to disclose the nature and estimates of the range of reasonable possible changes to unrecognized tax benefits within the following twelve months of the reporting period end.

ASU 2023-09 is effective for Piedmont beginning with the filing of the Form 10-K for the year ended December 31, 2025.

Piedmont is currently evaluating the potential impact of adoption;

however, Piedmont does not anticipate any material impact to its consolidated financial statements as a result of adoption of ASU 2023-09.

During the year ended December 31, 2023 , Piedmont entered into a new, one-year , $ 215 million, floating-rate, unsecured term loan facility (the “$ 215 Million Unsecured 2023 Term Loan”) and issued $ 600 million in aggregate principal amount of 9.250 % senior notes due July 20, 2028 (the “$ 600 Million Unsecured Senior Notes due 2028”).

The $ 600 Million Unsecured Senior Notes due 2028 are fully and unconditionally guaranteed by Piedmont.

Interest is payable semi-annually on January 20 and July 20 of each year commencing January 20, 2024, and is subject to adjustment if Piedmont's corporate credit rating with either Moody’s Investors Services Inc.

or S&P Global Ratings falls below investment grade (i.e.

The $ 600 Million Unsecured Senior Notes due 2028 are subject to typical covenants that, subject to certain exceptions, include:

(a) a limitation on the ability of Piedmont and Piedmont OP to, among other things, incur additional secured and unsecured indebtedness;

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

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

Also during the year ended December 31, 2023 , Piedmont:

• fully repaid its $ 350 Million Unsecured Senior Notes that matured on June 1, 2023;

• redeemed and repaid (using proceeds from the $ 600 Million Unsecured Senior Notes due 2028) approximately $ 350 million of its $ 400 Million Senior Notes due 2024 through a tender offer, resulting in the recognition of an approximately $ 0.8 million of loss on early extinguishment of debt;

• repaid $ 100 million of the $ 200 Million Unsecured 2022 Term Loan Facility, scheduled to mature in December 2024.

On January 30, 2024, Piedmont:

• entered into a new, three-year , $ 200 Million unsecured syndicated bank term loan, due January 30, 2027 at Adjusted Daily Secured Overnight Financing Rate ("SOFR") plus 130 basis points;

• paid off the remaining $ 100 million of the $ 200 Million Unsecured 2022 Term Loan Facility;

• repaid $ 190 million of the $ 215 Million Unsecured 2023 Term Loan that was scheduled to mature on January 31, 2024;

• extended the remaining $ 25 million of the $ 215 Million Unsecured 2023 Term Loan to January 31, 2025.

As a result of the above refinancing activity, as of the date of this filing, Piedmont has approximately $ 325 million of unsecured debt with final maturities over the next three years .

Finally, during the year ended December 31, 2023 , Piedmont amended its $ 250 million, floating-rate, unsecured term loan facility (the "$ 250 Million Unsecured 2018 Term Loan") to convert the reference interest rate from LIBOR to SOFR, along with the various other related amendments necessary to affect this conversion.

Index to Financial Statements

5 unchanged sentences

4.10 % 4.10 % 10/1/2028 $ 195,879 $ 197,000

195,879 197,000

Unsecured (Variable and Fixed)

1 unchanged sentence

3.40 % 3.43 % 6/01/2023 — 350,000

$ 215 Million Unsecured 2023 Term Loan

SOFR + 1.30 %

1/31/2024 (4)

$ 400 Million Unsecured Senior Notes due 2024

4.45 % 4.10 % 3/15/2024 (5)

50,154 400,000

$ 200 Million Unsecured 2022 Term Loan Facility

1 unchanged sentence

12/16/2024 (6)

$ 400 Million Unsecured Senior Notes due 2024

100,000 200,000

$ 250 Million Unsecured 2018 Term Loan

LIBOR + 0.95 %

SOFR + 1.20 %

4.79 % 3/31/2025 250,000 250,000

6 unchanged sentences

3.15 % 3.90 % 8/15/2030 300,000 300,000

$ 300 Million Unsecured Senior Notes due 2032

2.75 % 2.78 % 4/1/2032 300,000 300,000

Discounts and unamortized debt issuance costs

4 unchanged sentences

5.82 % $ 2,054,596 $ 1,983,681

(1) All of Piedmont’s outstanding debt as of December 31, 2022 is interest-only until maturity, except for the $ 197 Million Fixed Rate Mortgage, secured by 1180 Peachtree Street, which will begin amortizing principal in October 2023.

(1) All of Piedmont’s outstanding debt as of December 31, 2023 is unsecured and interest-only until maturity, except for the $ 197 Million Fixed Rate Mortgage secured by 1180 Peachtree Street.

(2) Effective rate after consideration of settled or in-place interest rate swap agreements and issuance discounts.

(3) Piedmont currently intends to repay the $ 350 Million Unsecured Senior Notes due 2023 using proceeds from a new $ 215 million term loan (see Note 17 ), and a combination of cash on hand, proceeds from select property dispositions, and borrowings under our $ 600 Million Unsecured 2022 Line of Credit.

(3) On a periodic basis, Piedmont may select from multiple interest rate options, including the prime rate and various-length SOFR locks on all or a portion of the principal.

All SOFR selections are subject to an additional spread over the selected rate based on Piedmont’s current credit rating.

(5) Piedmont may extend the term for six additional months to a final extended maturity date of June 18, 2025, provided Piedmont is not then in default and all representations and warranties are true and correct in all material respects and upon payment of extension fees.

(6) The $ 500 Million Unsecured 2018 Line of Credit was amended and restated during the year ended December 31, 2022 and is now reflected as the $ 600 Million Unsecured 2022 Line of Credit.

The $ 500 Million Unsecured 2018 Line of Credit had a stated rate of LIBOR + 0.90 % as of December 31, 2021.

(7) Piedmont may extend the term for up to one additional year (through two available six month extensions to a final extended maturity date of June 30, 2027) provided Piedmont is not then in default and all representations and warranties are true and correct in all material respects and upon payment of extension fees.

The all-in interest rate associated with each SOFR interest period selection is comprised of the relevant adjusted SOFR rate (comprised of the relevant base SOFR interest rate plus a fixed adjustment of 0.10 %) and is subject to an additional spread over the selected rate based on Piedmont’s current credit rating.

(4) On January 30, 2024, Piedmont repaid $ 190 million of the $ 215 Million Unsecured 2023 Term Loan and extended the remaining balance to January 31, 2025.

(5) Piedmont currently intends to repay the outstanding $ 50.2 million balance on the $ 400 Million Unsecured Senior Notes due 2024 through selective property dispositions, cash on hand from operations, and/or borrowings under its existing $ 600 Million Unsecured 2022 Line of Credit.

(6) On January 30, 2024, Piedmont repaid the $ 100 million balance.

(8) Weighted average is based on contractual balance of outstanding debt and the stated or effectively fixed interest rates as of December 31, 2023.

12 unchanged sentences

In addition to operational risks which arise in the normal course of business, Piedmont is exposed to economic risks such as interest rate, liquidity, and credit risk.

In certain situations, Piedmont has entered into derivative financial instruments such as interest rate swap agreements and other similar agreements to manage interest rate risk exposure arising from current or future variable rate debt transactions.

In certain situations, Piedmont has entered into derivative financial instruments, specifically interest rate swap agreements, to manage interest rate risk exposure arising from current or future variable rate debt transactions.

Interest rate swap agreements involve the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates.

4 unchanged sentences

The maximum length of time over which Piedmont is hedging its exposure to the variability in future cash flows related to these interest rate swap agreements is 15 months.

Of the eight swaps outstanding as of December 31, 2022, six swaps, each with a notional value of $ 25 million, were entered into during the year ended December 31, 2022.

During the year ended December 31, 2021, Piedmont entered into, and subsequently settled, one forward starting interest rate swap agreement with a notional value of $ 50 million to hedge the risk of changes in the interest-related cash flows associated with the issuance of the $ 300 Million Unsecured Senior Notes due 2032 (see Note 3 ).

The settlement resulted in a gain of approximately $ 0.6 million, which was recorded as accumulated OCI and is being amortized as an offset to interest expense over the following ten years .

During the year ended December 31, 2020, Piedmont entered into and subsequently settled four forward starting interest rate swap agreements with a total notional value of $ 200 million to hedge the risk of changes in the interest-related cash flows associated with the issuance of the $ 300 Million Unsecured Senior Notes due 2030 (see Note 4 ).

The settlement resulted in a loss of approximately $ 19.9 million, which was recorded as accumulated OCI and is being amortized as additional interest expense over the ten-year term of the $ 300 Million Unsecured Senior Notes due 2030.

Index to Financial Statements

15 unchanged sentences

Gross derivative liabilities — —

Net derivative liability $ 4,183 $ ( 4,924 )

Net derivative assets $ 3,032 $ 4,183

The gain/(loss) on Piedmont's interest rate derivatives, including previously settled forward starting interest rate swaps, that was recorded in OCI and the accompanying consolidated statements of operations as a component of interest expense for the years ended December 31, 2023, 2022, and 2021, respectively, was as follows (in thousands):

1 unchanged sentence

2023 2022 2021

Amount of gain/(loss) recognized in OCI $ 8,202 $ 2,994 $ ( 26,794 )

Amount of gain recognized in OCI $ 2,626 $ 8,202 $ 2,994

Amount of previously recorded gain/(loss) reclassified from OCI into Interest Expense

2 unchanged sentences

$ ( 101,258 ) $ ( 65,656 ) $ ( 51,292 )

Total amount of Loss on Extinguishment of Debt presented in the consolidated statements of operations

Total amount of Loss on Early Extinguishment of Debt presented in the consolidated statements of operations

$ ( 820 ) $ — $ —

Piedmont estimates that approximately $ 2.8 million will be reclassified from OCI as an increase to interest expense over the next twelve months.

Piedmont estimates that approximately $ 1.3 million will be reclassified from OCI as a decrease in interest expense over the next twelve months.

Piedmont did not recognize any hedge ineffectiveness on its cash flow hedges during the three years ended December 31, 2023.

17 unchanged sentences

$ 7,915 $ 7,915 Level 1 $ 4,762 $ 4,762 Level 1

Notes receivable

$ — $ — Level 2 $ 118,500 $ 120,075 Level 2

Restricted cash and escrows (1)

3 unchanged sentences

$ 49,706 $ 49,706 Level 1 $ 63,225 $ 63,225 Level 1

Interest rate swaps $ — $ — Level 2 $ 4,924 $ 4,924 Level 2

Debt, net $ 2,054,596 $ 1,953,447 Level 2 $ 1,983,681 $ 1,825,723 Level 2

(1) For the periods presented, the carrying value of these financial instruments approximates estimated fair value due to its short-term maturity.

Piedmont's debt was carried at book value as of December 31, 2022 and 2021, and its notes receivable were carried at book value as of December 31, 2021;

however, Piedmont's estimate of the fair value of each of these financial instruments as of each period end is disclosed in the table above.

Piedmont uses widely accepted valuation techniques including discounted cash flow analysis based on the contractual terms of its notes receivables and debt, including the period to maturity of each note receivable and debt facility, and uses observable market-based inputs for similar loan and debt facilities which have transacted recently in the market.

Scaling adjustments are made to these inputs to make them applicable to the remaining life of Piedmont's notes receivables and outstanding debt.

Consequently, the estimated fair values of the notes receivable and debt as of December 31, 2021 and the estimated fair value of debt as of December 31, 2022 are considered to be based on significant other observable inputs (Level 2).

Piedmont has not changed its valuation technique for estimating the fair value of its notes receivable or debt.

(1) For the periods presented, the carrying value of these financial instruments approximates estimated fair value due to their short-term maturity.

Piedmont's debt was carried at book value as of December 31, 2023 and 2022;

however, Piedmont's estimate of its fair value is disclosed in the table above.

Piedmont uses widely accepted valuation techniques including discounted cash flow analysis based on the contractual terms of the debt facilities, including the period to maturity of each instrument, and uses observable market-based inputs for similar debt facilities which have transacted recently in the market.

Therefore, the estimated fair values determined are considered to be based on significant other observable inputs (Level 2).

Scaling adjustments are made to these inputs to make them applicable to the remaining life of Piedmont's outstanding debt.

Piedmont has not changed its valuation technique for estimating the fair value of its debt.

Piedmont’s interest rate swap agreements presented above, and as further discussed in Note 4 , are classified as “Interest rate swaps” in the accompanying consolidated balance sheets and were carried at estimated fair value as of December 31, 2023 and 2022.

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Index to Financial Statements

Impairment Loss on Real Estate Assets

Impairment Charges

Goodwill Impairment Charges

During the years ended December 31, 2023 and 2022, Piedmont considered the decline in its stock price to be an indicator of impairment and performed several interim impairment assessments of its goodwill balance.

These assessments involved comparing the estimated fair value of each of its reporting units (see Note 14 ) to the reporting unit’s carrying value, inclusive of the goodwill balance allocated to the reporting unit.

Estimation of the fair value of each reporting unit involved the projection of discounted future cash flows using certain assumptions that are subjective in nature, including assumptions regarding future market rental rates and the number of months it may take to re-lease a property subsequent to the expiration of current lease agreements, as well as future property operating expenses, among other factors.

Based on the interim impairment assessments performed during the years ended December 31, 2023 and 2022, Piedmont determined that the carrying values of its Boston, Minneapolis, New York, and Northern Virginia/Washington D.C.

reporting units (inclusive of each segment's assigned goodwill balance) exceeded the estimated fair value of each respective reporting unit and recorded goodwill impairment charges of approximately $ 29.4 million and $ 16.0 million, respectively, in the accompanying consolidated statement of operations.

As the carrying value (inclusive of the assigned goodwill balance) of the Boston, Minneapolis, and Northern Virginia/Washington D.C.

reporting units exceeded the estimated fair value of each respective reporting unit by an amount greater than the goodwill balance assigned to each unit, the charges for the Boston, Minneapolis, and Northern Virginia/Washington D.C.

reporting units were equal to the goodwill balance that had been assigned to each segment.

As this was not the case for the New York segment, the charge related to the New York reporting unit, was calculated based on the amount by which the carrying amount of the New York segment (inclusive of the assigned goodwill balance) exceeded the fair value of the New York reporting unit.

The fair value measurements used in the evaluations described above are considered to be Level 3 valuations within the fair value hierarchy as defined by GAAP as the measurements involve projections of discounted future cash flows, which are derived from unobservable assumptions, the most subjective of which are capitalization rates and discount rates for each respective reporting unit.

The ranges of discount rates and the capitalization rate used for each segment in the above analyses, at the respective time the analyses were performed, were as follows:

Range of Discount Rates Range of Capitalization Rates

Reporting Unit Valuation Date Low High Low High

Boston December 31, 2023 8.25 % 9.75 % 8.25 % 9.00 %

Minneapolis September 30, 2023 8.50 % 9.25 % 8.50 % 9.00 %

New York December 31, 2023 9.50 % 9.50 % 9.00 % 9.00 %

Northern Virginia/Washington D.C.

December 31, 2022 8.50 % 9.50 % 8.25 % 9.25 %

Impairment Losses on Real Estate Assets

Piedmont recorded the following impairment losses on real estate assets for the years ended December 31, 2023, 2022, and 2021 (in thousands):

5 unchanged sentences

$ — $ 10,000 $ 41,000

(1) Management shortened the intended hold period for the building and in doing so, determined that the carrying value would not be recovered from the undiscounted future operating cash flows expected from the use of the asset and its eventual disposition.

Management shortened the intended hold period for each of the above buildings and in doing so, determined that the carrying value would not be recovered from the undiscounted future operating cash flows expected from the use of the asset and its eventual disposition.

As a result, Piedmont recognized a loss on impairment calculated as the difference between the carrying value of the asset and the estimated fair value less costs to sell.

The estimated fair values were determined based on net contract prices with unrelated, third-party purchasers.

The estimated fair values were determined based on net contract prices with unrelated, third-party purchasers for each respective building.

The fair value measurements used in the evaluation of the non-financial assets above are considered to be Level 1 valuations within the fair value hierarchy as defined by GAAP, as there are direct observations and transactions involving the assets by unrelated, third-party purchasers.

The Two Pierce Place building was subsequently sold during the year ended December 31, 2022.

Index to Financial Statements

Commitments and Contingencies

2 unchanged sentences

In addition, certain agreements contain provisions that require Piedmont to issue corporate or property guarantees to provide funding for capital improvements or other financial obligations.

Such commitments are accrued and capitalized as the related expenditures are incurred.

In addition to the amounts that Piedmont has already committed to as a part of executed leases, Piedmont also anticipates continuing to incur similar market-based tenant improvement allowances and leasing commissions in conjunction with procuring future leases for its existing portfolio of properties.

Both the timing and magnitude of expenditures related to future leasing activity can vary due to a number of factors and are highly dependent on the size of the leased square footage and the competitive market conditions of the particular office market at the time a lease is being negotiated.

As of December 31, 2023, Piedmont had one individually significant unrecorded tenant allowance commitment greater than $ 10 million.

These commitments will be capitalized as the related expenditures are incurred.

Contingencies Related to Tenant Audits/Disputes

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Piedmont is not aware of any such legal proceedings contemplated by governmental authorities.

Related-Party Transactions

There were no related-party transactions during the three years ended December 31, 2022 other than d uring the year ended December 31, 2020, Piedmont recognized approximately $ 0.1 million of expense related to a consulting agreement with its former Chief Investment Officer.

Stock Based Compensation

The Compensation Committee of Piedmont's Board of Directors has granted deferred stock award units to eligible employees at its discretion based upon the previous year's financial results measured against various board approved performance metrics.

Most employee awards vest ratably over three years .

Annually, the Compensation Committee of Piedmont's Board of Directors has granted deferred stock award units to certain employees at its discretion.

Employee awards typically vest ratably over three or four years .

In addition, Piedmont's independent directors receive an annual grant of deferred stock award units for services rendered and such awards vest over a one year service period.

Index to Financial Statements

Certain management employees' long-term equity incentive program is split equally between the deferred stock award units described above and a multi-year performance share program whereby actual awards are contingent upon Piedmont's total stockholder return ("TSR") performance relative to the TSR of a peer group of office REITs.

The target incentives for these certain employees, as well as the peer group to be used for comparative purposes, are predetermined by the board of directors, advised by an outside compensation consultant.

Certain management employees' long-term equity incentive program is split between these deferred stock award units described above and a multi-year performance share program whereby actual awards are contingent upon Piedmont's total stockholder return ("TSR") performance relative to the TSR of a peer group of office REITs.

The target incentives for these employees, as well as the peer group to be used for comparative purposes, are predetermined by the board of directors, advised by an outside compensation consultant.

The number of shares earned, if any, are determined at the end of the multi-year performance period (or upon termination) and vest immediately.

In the event that a participant's employment is terminated prior to the end of the multi-year period, in certain circumstances the participant may be entitled to a pro-rated award based on Piedmont's TSR relative performance as of the termination date.

The grant date fair value of the multi-year performance share awards is estimated using the Monte Carlo valuation method.

The grant date fair value of the multi-year performance share awards is estimated using the Monte Carlo valuation method and is recognized ratably over the performance period.

Index to Financial Statements

A rollforward of Piedmont's equity based award activity for the year ended December 31, 2023 is as follows:

4 unchanged sentences

987,094 $ 9.60

Performance Stock Awards Granted 424,922 $ 12.37

Change in Estimated Potential Share Awards based on TSR Performance

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February 17, 2021 Deferred Stock Award 211,595 $ 17.15 Of the shares granted, 25 % vested on the date of grant, and 25 % vested or will vest on February 17, 2022, 2023, and 2024, respectively.

March 19, 2020 Fiscal Year 2020-2022 Performance Share Program — $ 25.83 Shares awarded, if any, will vest immediately upon determination of award in 2023.

February 17, 2021 Deferred Stock Award 236,388 $ 17.15 Of the shares granted, 25 % vested on the date of grant, and 25 % vested or will vest on February 17, 2022, 2023, and 2024, respectively.

February 18, 2021 Fiscal Year 2021-2023 Performance Share Program — $ 23.04 Shares awarded, if any, will vest immediately upon determination of award in 2024.

1 unchanged sentence

February 17, 2022 Fiscal Year 2022-2024 Performance Share Program — $ 17.77 Shares awarded, if any, will vest immediately upon determination of award in 2025.

February 13, 2023 Deferred Stock Award 392,991 $ 10.55 Of the shares granted, 25 % vested on the date of grant, and 25 % vested or will vest on February 13, 2024, 2025, 2026, respectively.

February 23, 2023 Fiscal Year 2023-2025 Performance Share Program — $ 12.37 Shares awarded, if any, will vest immediately upon determination of award in 2026.

February 23, 2023 Deferred Stock Award 413,433 $ 9.47 Of the shares granted, 25 % vested or will vest on February 23, 2024, 2025, 2026, and 2027 respectively.

May 10, 2023 Deferred Stock Award-Board of Directors 121,760 $ 6.57 Of the shares granted, 100 % will vest on the earlier of the 2024 Annual Meeting or May 10, 2024.

10 unchanged sentences

There are no adjustments to “Net income/(loss) applicable to Piedmont” for the diluted earnings per share computations.

Net income/(loss) per share-basic is calculated as net income available to common stockholders divided by the weighted average number of common shares outstanding during the period.

Net income per share-diluted is calculated as net income available to common stockholders divided by the diluted weighted average number of common shares outstanding during the period, including unvested deferred stock awards.

Net income/(loss) per share-basic is calculated as net income/(loss) available to common stockholders divided by the weighted average number of common shares outstanding during the period.

Net income/(loss) per share-diluted is calculated as net income/(loss) available to common stockholders divided by the diluted weighted average number of common shares outstanding during the period, including unvested deferred stock awards.

Diluted weighted average number of common shares reflects the potential dilution under the treasury stock method that would occur if the remaining unvested and potential stock awards vested and resulted in additional common shares outstanding.

18 unchanged sentences

Total $ 2,865,316

Index to Financial Statements

Piedmont recognized the following fixed and variable lease payments, which together comprised rental and tenant reimbursement revenue in the accompanying consolidated statements of operations for the years ended December 31, 2023, 2022, and 2021, respectively, as follows (in thousands):

4 unchanged sentences

$ 555,313 $ 545,741 $ 514,619

Index to Financial Statements

Operating leases where Piedmont is the lessee relat e primarily to office space in buildings owned by third parties and managed by Piedmont.

Piedmont's right to use asset and corresponding lease liability , using Piedmont's incremental borrowing rate as the lease discount rate, was approximately $ 0.1 million for the year ended December 31, 2023 and approximately $ 0.2 million for the year ended December 31, 2022 .

For both the years ended December 31, 2022 and December 31, 2021, Piedmont recognized approximately $ 0.1 million of operating lease costs.

As of December 31, 2022, the lease term of Piedmont's right of use asset is two years , and the discount rate is 3.86 %.

For the three years ended December 31, 2023, Piedmont recognized approximately $ 0.1 million of operating lease costs, respectively.

As of December 31, 2023, the lease term of Piedmont's right of use asset is one year , and the discount rate is 3.86 %.

Property Dispositions and Assets Held for Sale

4 unchanged sentences

Buildings Sold Location Reportable Segment Date of Sale Gain on Sale of Real Estate Assets Net Sales Proceeds

1901 Market Street Philadelphia, Pennsylvania Other June 25, 2020 $ 191,030 $ 350,805

New Jersey Portfolio Various (1)

New York October 28, 2020 $ 14,636 $ 9,289 (2)

Two Pierce Place Itasca, Illinois Other January 25, 2022 $ 1,741 $ 24,272

2 unchanged sentences

Cambridge, Massachusetts Boston December 2022 $ 102,570 $ 155,307 (2)

$ 102,570 $ 155,307

(1) The New Jersey Portfolio is comprised of the following three properties:

200 Bridgewater Crossing in Bridgewater, New Jersey;

400 Bridgewater Crossing in Bridgewater, New Jersey;

and 600 Corporate Drive in Lebanon, New Jersey.

(2) Excludes $ 118.5 million in proceeds received by Piedmont during the year ended December 31, 2022 resulting from the payoff of two notes receivable that Piedmont had received in late 2020 from the buyer of the New Jersey Portfolio.

Additionally, during the year ended December 31, 2022, Piedmont reduced the gain on sale previously recognized as a result of returning $ 1.8 million in previously escrowed sales proceeds to the purchaser.

(1) The Cambridge Portfolio is comprised of the One Brattle Square building and the 1414 Massachusetts Avenue building in Cambridge, Massachusetts.

The closing date for One Brattle Square was December 13, 2022, and the sale of 1414 Massachusetts Avenue closed on December 20, 2022.

Assets Held for Sale

The 225 and 235 Presidential Way assets met the criteria to be presented in the accompanying consolidated balance sheet as held for sale assets as of December 31, 2021.

Details of such amounts as of December 31, 2021 are as follows (in thousands):

December 31, 2021

Real estate assets held for sale, net:

Building and improvements, less accumulated depreciation of $ 16,699 as of December 31, 2021

Construction in progress

Total real estate assets held for sale, net

Other assets held for sale, net:

Straight-line rent receivables

Deferred lease costs, less accumulated amortization of $ 996 as of December 31, 2021

Total other assets held for sale, net

Index to Financial Statements

(2) During the year ended December 31, 2023, Piedmont recorded additional gain on sale as a result of receiving $ 1.9 million in previously escrowed sales proceeds.

Supplemental Disclosures for the Statement of Consolidated Cash Flows

1 unchanged sentence

2023 2022 2021

Tenant improvements funded by tenants $ 33,472 $ 2,961 $ 48,842

Accrued capital expenditures and deferred lease costs $ 28,173 $ 24,379 $ 24,817

2 unchanged sentences

Change in accrued share repurchases as part of an announced plan $ — $ — $ ( 685 )

Notes receivable issued in conjunction with property dispositions $ — $ — $ 118,500

Accrued deferred financing costs $ 44 $ — $ —

Change in accrued deferred financing costs $ ( 189 ) $ 44 $ —

Index to Financial Statements

The following table provides a reconciliation of cash, cash equivalents, and restricted cash and escrows as presented in the accompanying consolidated statements of cash flows for the years ended December 31, 2023, 2022, and 2021 to the consolidated balance sheets for the respective period (in thousands):

14 unchanged sentences

or security or utility deposits held for tenants as a condition of their lease agreement.

Index to Financial Statements

Piedmont’s income tax basis net income/(loss) for the years ended December 31, 2023, 2022, and 2021, is calculated as follows (in thousands):

12 unchanged sentences

6,212 3,111 3,518

Other expenses, including impairment loss on real estate assets, for financial reporting purposes in excess of amounts for income tax purposes

Other expenses, including impairment charges, for financial reporting purposes in excess of amounts for income tax purposes

40,173 30,310 51,095

Taxable income for POH in excess of/(less than) amount for financial reporting purposes

— ( 654 ) 1,499

Income tax basis net income, prior to dividends paid deduction $ 60,984 $ 99,841 $ 100,512

6 unchanged sentences

100 % 100 % 100 %

Piedmont has no uncertain tax positions as of December 31, 2022 and 2021, respectively.

Piedmont recognized approximately $ 0 , $ 0 , and $ 1.0 million of recoveries of previously recorded estimated accrued interest and penalties for the years ended December 31, 2022, 2021 and 2020.

The tax years 2019 to 2021 remain open to examination by various federal and state taxing authorities.

Index to Financial Statements

Piedmont had no uncertain tax positions as of December 31, 2023 or 2022.

Segment Information

1 unchanged sentence

The CODM evaluates Piedmont's portfolio and assesses the ongoing operations and performance of its properties utilizing the following geographic segments:

Atlanta, Dallas, Washington, D.C./Northern Virginia, Boston, Orlando, Minneapolis, and New York.

Atlanta, Dallas, Orlando, Northern Virginia/Washington, D.C., Minneapolis, New York, and Boston.

These operating segments are also Piedmont’s reportable segments.

6 unchanged sentences

NOI is calculated by deducting property operating costs from lease revenues and other property related income.

NOI reflects property acquisitions and dispositions, occupancy levels, rental rate increases or decreases, and the

Index to Financial Statements

recoverability of operating expenses.

NOI reflects property acquisitions and dispositions, occupancy levels, rental rate increases or decreases, and the recoverability of operating expenses.

Piedmont's calculation of NOI may not be directly comparable to similarly titled measures calculated by other REITs.

5 unchanged sentences

Dallas 111,592 109,298 110,729

Washington, D.C./Northern Virginia 63,534 60,329 59,760

Minneapolis 61,530 61,563 61,465

Boston 59,212 65,445 61,338

Orlando 61,688 58,203 54,603

Northern Virginia/Washington, D.C.

60,324 63,534 60,329

Minneapolis 63,713 61,530 61,563

New York 54,040 56,189 52,454

Boston 42,847 59,212 65,445

Total reportable segments 555,514 539,196 503,453

1 unchanged sentence

Total Revenues $ 577,756 $ 563,766 $ 528,710

Index to Financial Statements

The following table presents NOI by geographic reportable segments (in thousands):

3 unchanged sentences

Dallas 64,566 62,444 66,155

Washington, D.C./Northern Virginia 39,994 36,914 36,696

Boston 39,101 45,587 41,722

Orlando 36,639 35,327 33,449

Northern Virginia/Washington, D.C.

36,334 39,994 36,914

Minneapolis 33,302 31,886 32,538

New York 29,357 31,252 30,049

Boston 25,703 39,101 45,587

Total reportable segments 329,376 322,882 307,464

1 unchanged sentence

Total NOI $ 342,345 $ 337,567 $ 317,627

Index to Financial Statements

A reconciliation of Net income/(loss) applicable to Piedmont to NOI is presented below (in thousands):

5 unchanged sentences

Depreciation and amortization 236,214 224,553 206,608

Impairment losses 25,981 41,000 —

Impairment charges 29,446 25,981 41,000

General and administrative expenses 29,190 29,127 30,252

1 unchanged sentence

Other income ( 3,256 ) ( 1,847 ) ( 9,089 )

Loss on extinguishment of debt — — 9,336

Loss on early extinguishment of debt 820 — —

Gain on sale of real estate assets ( 1,946 ) ( 151,729 ) —

4 unchanged sentences

Subsequent Events

Refinancing Activity

On January 30, 2024, Piedmont entered into a new $ 200 million syndicated bank term loan maturing in January 2027;

paid off the remaining $ 100 million outstanding under the $ 200 Million Unsecured 2022 Term Loan Facility;

repaid $ 190 million of the $ 215 Million Unsecured 2023 Term Loan and extended the remaining balance to January of 2025.

See Note 3 above for further details.

Declaration of Dividend for the First Quarter 2024

On February 1, 2024, the board of directors declared a dividend for the first quarter 2024 in the amount of $ 0.125 per share on its common stock to stockholders of record as of the close of business on February 23, 2024, payable on March 15, 2024.

Term Loan Facility

On January 31, 2023, Piedmont entered into an additional new $ 215 million term loan facility priced at Adjusted SOFR + 105 basis points with a final extended maturity date of January 31, 2025, inclusive of a one year extension option.

Piedmont intends to use the proceeds from the facility, along with a combination of cash on hand, proceeds from select property dispositions, and/or a draw on its $ 600 Million Unsecured 2022 Line of Credit to repay its $ 350 Million Unsecured Senior Notes due 2023 that mature June 1, 2023.

Index to Financial Statements

91 unchanged sentences

501 WEST CHURCH STREET Orlando, FL 100 % None 2,805 28,119 30,924 277 2,805 28,396 31,201 6,937 2003 2/23/2018 0 - 40

9320 EXCELSIOR BOULEVARD (6)

Hopkins, MN 100 % None 3,760 35,289 39,049 ( 10,553 ) 3,707 24,789 28,496 8,654 2010 10/25/2018 0 - 40

9320 EXCELSIOR BOULEVARD Hopkins, MN 100 % None 3,760 35,289 39,049 ( 10,466 ) 3,707 24,876 28,583 10,716 2010 10/25/2018 0 - 40

25 BURLINGTON MALL ROAD Burlington, MA 100 % None 10,230 54,787 65,017 4,480 10,230 59,267 69,497 8,398 1987 12/12/2018 0 - 40

8 unchanged sentences

1180 PEACHTREE STREET Atlanta, GA 100 % $ 195,879 56,932 389,654 446,586 3,129 56,932 392,783 449,715 24,047 2005 8/10/2022 0 40

UNDEVELOPED LAND PARCELS (7)

Various 100 % None 48,667 — 48,667 3,457 45,782 6,342 52,124 139 N/A Various N/A

UNDEVELOPED LAND PARCELS Various 100 % None 48,667 — 48,667 3,697 45,782 6,582 52,364 183 N/A Various N/A

Total—All Properties $ 546,496 $ 3,436,705 $ 3,983,201 $ 663,904 $ 567,244 $ 4,079,861 $ 4,647,105 $ 1,134,578

7 unchanged sentences

Index to Financial Statements

(6) During the year ended December 31, 2022, Piedmont recognized a $ 10.0 million impairment charge on the 9320 Excelsior Boulevard asset.

See Note 7 to the accompanying consolidated financial statements for further detail.

(7) Undeveloped Land Parcels includes land parcels that Piedmont may develop in the future.

Piedmont Office Realty Trust, Inc.

8 unchanged sentences

— ( 10,000 ) ( 41,000 )

Write-offs of intangible assets (2)

Write-offs of fully amortized intangible assets

( 34,419 ) ( 26,430 ) ( 13,646 )

Write-offs of fully depreciated/amortized assets ( 15,059 ) ( 9,303 ) ( 11,499 )

Write-offs of fully depreciated assets ( 16,109 ) ( 15,059 ) ( 9,303 )

Balance at the end of the year $ 4,647,105 $ 4,506,328 $ 4,206,993

3 unchanged sentences

Assets disposed — ( 80,723 ) —

Write-offs of intangible assets (2)

Write-offs of fully amortized intangible assets

( 34,419 ) ( 26,430 ) ( 13,646 )

Write-offs of fully depreciated/amortized assets ( 15,059 ) ( 9,303 ) ( 11,499 )

Write-offs of fully depreciated assets ( 16,109 ) ( 15,059 ) ( 9,303 )

Balance at the end of the year $ 1,134,578 $ 1,005,704 $ 961,682

1 unchanged sentence

(See Note 6 to the accompanying consolidated financial statements).

(2) Consists of write-offs of intangible lease assets related to lease restructurings, amendments, and terminations.

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

What changed 10-K

Item 9A. Controls and Procedures