What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-02-19 compared with 2024-02-20 · 200 added, 189 removed, 1179 unchanged (25% 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;

Index to Financial Statements

• 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;

3 unchanged sentences

Accordingly, even internal controls determined to be effective can provide only reasonable assurance that the information required to be disclosed in reports filed under the Exchange Act is recorded, processed, summarized, and represented within the time periods required.

Index to Financial Statements

Our management has assessed the effectiveness of our internal control over financial reporting at December 31, 2024.

91 unchanged sentences

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)

4.2.10 Supplemental Indenture, dated as of June 25, 2024, by and among Piedmont Operating Partnership, LP, Piedmont Office Realty Trust, Inc.

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 June 25, 2024)

4.2.11 Form of 6.875% Senior Notes due 2029 (incorporated by reference and included in Exhibit 4.2 to the Company's Current Report on Form 8-K, filed June 25, 2024)

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)

8 unchanged sentences

Bowers (incorporated by reference to Exhibit 99.9 to the Company’s Current Report on Form 8-K, filed on April 20, 2007)

10.3.2* Separation Agreement, dated September 30, 2024, between the Company and Robert Bowers (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K, filed on September 30, 2024)

10.4* Employment Agreement dated May 14, 2007, by and between the Company and Laura P.

Moon (incorporated by reference to Exhibit 99.3 to the Company’s Current Report on Form 8-K, filed on May 14, 2007)

10.5* Offer Letter Dated October 17, 2012 among the Company and Robert K.

Wiberg (incorporated by reference to Exhibit 10.41 to the Company's Annual Report on Form 10-K for the year ended December 31, 2012, filed on February 27, 2013)

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

10.5.1* Separation and Release Agreement, dated December 31, 2024, by and between the Company and Robert K.

10.5.2* Consulting Agreement, dated December 31, 2024, by and between the Company and Robert K.

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

2 unchanged sentences

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* Offer Letter, dated September 30, 2024, between the Company and Sherry Rexroad (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed on September 30, 2024)

10.10.1* Piedmont Office Realty Trust, Inc.

4 unchanged sentences

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)

10.10.5* Amendment No.

1 to the Second Amended and Restated 2007 Omnibus Incentive Plan (incorporated by reference to Appendix A of Registrant’s Proxy Statement filed with the Commission on March 14, 2024)

10.10.6* Amendment No.

2 to the Second Amended and Restated 2007 Omnibus Incentive Plan (incorporated by reference to Appendix A of Registrant’s Supplement to Proxy Statement filed with the Commission on April 10, 2024)

10.10.7* 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)

4 unchanged sentences

10.10.12* 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)

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)

10.10.13* Form of Employee Deferred Stock Award Agreement for Second Amended and Restated 2007 Omnibus Incentive Plan of the Company effective February 20, 2024 (incorporated by reference to Exhibit 10.9.11 to the Company's Annual Report on Form 10-K, filed on February 20, 2024)

10.10.14* Form of Employee Officer Deferred Stock Award Agreement for Second Amended and Restated 2007 Omnibus Incentive Plan of the Company effective February 20, 2024 (incorporated by reference to Exhibit 10.9.12 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed on February 20, 2024)

10.10.15* Form of Director Deferred Stock Award Agreement for Second Amended and Restated 2007 Omnibus Incentive Plan of the Company effective February 20, 2024 (incorporated by reference to Exhibit 10.9.13 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed on February 20, 2024)

10.10.16* Form of Performance Share Award Agreement for Second Amended and Restated 2007 Omnibus Incentive Plan of the Company effective February 20, 2024 (incorporated by reference to Exhibit 10.9.14 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed on February 20, 2024)

10.10.17* Executive Severance Plan, effective September 30, 2024 (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K, filed on September 30, 2024)

10.11.1* Amendment No.

7 unchanged sentences

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.

10 unchanged sentences

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.

Bank National Association and PNC Bank, National Association, as Syndication Agents, Bank Of America, N.A., BMO Harris Bank, N.A., Branch Banking and Trust Company, Morgan Stanley Senior Funding, Inc., TD Bank, N.A., The Bank Of Nova Scotia and Wells Fargo Bank, N.A.

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)

10.12.5 Amendment No.

4 to Term Loan Agreement, dated May 6, 2024, by and among Piedmont Operating Partnership, LP, as Borrower, Piedmont Office Realty Trust, Inc., as Parent, U.S.

Bank National Association, as Agent, and the other financial institutions signatory thereto, as Lenders (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K, filed on May 7, 2024)

10.13 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)

10.15.1 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 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)

10.14.1 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.

2 unchanged sentences

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)

10.14.2 Amendment No.

1 to Amended and Restated Revolving Credit Agreement, dated May 6, 2024, by and among Piedmont Operating Partnership, LP, as Borrower, Piedmont Office Realty Trust, Inc., as Parent, JPMorgan Chase Bank, N.A., as Agent, and the other financial institutions signatory thereto, as Lenders (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K, filed on May 7, 2024)

10.15.1 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)

5 unchanged sentences

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

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

1 to Term Loan Agreement dated as of January 31, 2023 (incorporated by reference to Exhibit 10.20.2 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed on February 20, 2024)

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

5 unchanged sentences

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).

10.18.2 Amendment No.

1 to Term Loan Agreement, dated May 6, 2024, by and among Piedmont Operating Partnership, LP, as Borrower, Piedmont Office Realty Trust, Inc., as Parent, Truist Bank, as Agent, and the other financial institutions signatory thereto, as Lenders (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed on May 7, 2024)

19.1 Piedmont Insider Trading Policy dated October 23, 2024

21.1 List of Subsidiaries of the Company

22.1 Subsidiary Issuer of Guaranteed Securities

22.1 Subsidiary Issuer of Guaranteed Securities (incorporated by reference to Exhibit 22.1 to the Company's Quarterly Report on Form 10-Q filed on July 31, 2024)

23.1 Consent of Deloitte & Touche LLP

2 unchanged sentences

32.1** Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Index to Financial Statements

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

97.1 Policy Relating to Recovery of Erroneously Awarded Compensation (incorporated by reference to Exhibit 97.1 to the Company's Annual Report on Form 10-K filed on February 20, 2024)

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

12 unchanged sentences

Signature Title Date

/s/ F RANK C.

/s/ K ELLY H.

Chairman, and Director February 19, 2025

Vice-Chairman, and Director February 19, 2025

/s/ K ELLY H.

Director February 20, 2024

/s/ G LENN G.

5 unchanged sentences

Director February 19, 2025

/s/ J EFFREY L.

Director February 20, 2024

B RENT S MITH

1 unchanged sentence

Brent Smith (Principal Executive Officer)

/s/ R OBERT E.

/s/ S HERRY L.

Chief Financial Officer and Executive Vice-President February 19, 2025

Bowers (Principal Financial Officer)

Rexroad (Principal Financial Officer)

/s/ L AURA P.

18 unchanged sentences

We have audited the accompanying consolidated balance sheets of Piedmont Office Realty Trust, Inc.

and subsidiaries (the "Company") as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows, for each of the three years in the period ended December 31, 2023, and the related notes and the schedule listed in the Index at Item 15(a) (collectively referred to as the "financial statements").

and subsidiaries (the "Company") as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income/(loss), stockholders’ equity, and cash flows, for each of the three years in the period ended December 31, 2024, and the related notes and the schedule listed in the Index at Item 15(a) (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

12 unchanged sentences

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.

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.

Revenues - Refer to Note 2 to the financial statements

21 unchanged sentences

◦ 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

Critical Audit Matter Description

The Company assesses its goodwill for impairment on an annual basis, or on an interim basis if an event occurs or circumstances change that would indicate it is more likely than not that the fair value of a reporting unit may be less than its carrying value.

If the Company concludes that the fair value of a reporting unit is less than its carrying value, then the Company recognizes an impairment loss equal to the excess of the reporting unit’s carrying amount over its estimated fair value (not to exceed the total goodwill allocated to that reporting unit).

The Company’s estimation of the fair value of each reporting unit involves projections of discounted future cash flows, which are derived using certain assumptions that are subjective in nature.

Total goodwill as of December 31, 2023, was approximately $53 million.

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

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.

Specifically, the capitalization rate and discount rate assumptions selected by the Company to determine the fair value of each reporting unit are inherently subjective, and changes in these assumptions could have a significant impact on a reporting unit’s estimated fair value.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the capitalization rate and discount rate assumptions used in determining the fair value of each of the Company’s reporting units included the following, among others:

• 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.

/s/ Deloitte & Touche LLP

14 unchanged sentences

Construction in progress 104,104 85,239

Real estate assets held for sale, net — 36,203

Total real estate assets 3,461,239 3,512,527

Cash and cash equivalents 109,637 825

Tenant receivables, net of allowance for doubtful accounts of $ 0 and $ 1,000 as of December 31, 2023 and December 31, 2022, respectively

Tenant receivables

Straight-line rent receivables 193,783 182,856

5 unchanged sentences

260,269 262,283

Other assets held for sale, net — 3,213

Total assets $ 4,114,651 $ 4,057,082

7 unchanged sentences

32,794 42,925

Interest rate swaps 8 —

Total liabilities 2,526,524 2,334,110

34 unchanged sentences

Loss on early extinguishment of debt ( 386 ) ( 820 ) —

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

Gain/(loss) on sale of real estate assets ( 445 ) 1,946 151,729

( 119,470 ) ( 96,192 ) 88,783

Net income/(loss) ( 79,064 ) ( 48,377 ) 146,830

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

Net income applicable to noncontrolling interest ( 5 ) ( 10 ) —

Net income/(loss) applicable to Piedmont $ ( 79,069 ) $ ( 48,387 ) $ 146,830

34 unchanged sentences

Balance, December 31, 2021 123,077 $ 1,231 $ 3,701,798 $ ( 1,899,081 ) $ ( 18,154 ) $ 1,629 $ 1,787,423

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

Offering costs — — ( 460 ) — — — ( 460 )

2 unchanged sentences

Shares issued and amortized under the 2007 Omnibus Incentive Plan, net of tax 363 3 9,667 — — — 9,670

Net loss applicable to noncontrolling interest — — — — — ( 14 ) ( 14 )

Net loss applicable to Piedmont — — — ( 1,153 ) — — ( 1,153 )

Net income applicable to Piedmont — — — 146,830 — — 146,830

Other comprehensive income — — — — 9,475 — 9,475

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

Offering costs — — ( 460 ) — — — ( 460 )

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

1 unchanged sentence

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

Net income applicable to Piedmont — — — 146,830 — — 146,830

Other comprehensive income — — — — 9,475 — 9,475

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

Offering costs — — ( 185 ) — — — ( 185 )

Dividends to common stockholders ($ 0.50 per share) and stockholders of subsidiaries

19 unchanged sentences

Other amortization 64,100 78,388 81,777

Impairment losses 29,446 25,981 41,000

Impairment charges 33,832 29,446 25,981

Loss on early extinguishment of debt 386 287 —

7 unchanged sentences

1,022 ( 10,693 ) 4,774

Cash received upon settlement of interest rate swaps — — 623

Increase/(decrease) in accounts payable and accrued expenses

14,440 19,260 ( 1,590 )

Decrease in deferred income

Increase/(decrease) in deferred income

1,584 ( 3,519 ) ( 20,006 )

18 unchanged sentences

( 1,762 ) ( 1,757 ) ( 3,940 )

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

Dividends paid

( 61,864 ) ( 93,122 ) ( 104,374 )

Net cash (used in)/provided by financing activities

Net cash provided by/(used in) financing activities

98,180 ( 29,505 ) ( 203,228 )

16 unchanged sentences

References to Piedmont herein shall include Piedmont and all of its subsidiaries, including Piedmont OP and its subsidiaries and joint ventures.

As of December 31, 2023, Piedmont owned 51 in-service office properties and one redevelopment asset, primarily located in major U.S.

Sunbelt office markets.

As of December 31, 2023, the in-service office properties comprised approximately 16.6 million square feet (unaudited) and were 87.1 % leased.

As of December 31, 2024, Piedmont owned and operated a portfolio comprised of 30 in-service projects and three redevelopment projects.

The in-service office projects total approximately 15.3 million square feet (unaudited) of primarily Class A office space and were 88.4 % leased as of December 31, 2024.

Summary of Significant Accounting Policies

81 unchanged sentences

(1) Included as a component of Deferred Lease Costs in the accompanying consolidated balance sheets.

Index to Financial Statements

Cash and Cash Equivalents

1 unchanged sentence

Cash equivalents include cash and short-term investments.

The majority of Piedmont’s cash and cash equivalents are held at major commercial banks and at times may exceed the Federal Deposit Insurance Corporation limit of $250,000.

Short-term investments consist of investments in money market accounts stated at cost, which approximates estimated fair value, and available-for-sale securities associated with Piedmont's non-qualified deferred compensation program carried at estimated fair value.

The majority of Piedmont’s cash and cash equivalents

Index to Financial Statements

are held at major commercial banks and at times may exceed the Federal Deposit Insurance Corporation limit of $250,000.

Short-term investments consist of investments in demand deposit accounts stated at cost, which approximates estimated fair value, and available-for-sale securities associated with Piedmont's previous non-qualified deferred compensation program carried at estimated fair value.

Tenant Receivables and Straight-line Rent Receivables

35 unchanged sentences

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.

No impairment charge relative to goodwill was recognized for the year ended December 31, 2024.

Interest Rate Derivatives

20 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 , and $ 0.3 million for the years ended December 31, 2023, 2022, and 2021, respectively.

Piedmont had no such adjustments for the three years ended December 31, 2024.

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.

21 unchanged sentences

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

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

23 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;

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

Index to Financial Statements

• whether the leasehold improvements are unique to the tenant or could reasonably be used by other parties;

28 unchanged sentences

For employees, Piedmont's Long-term Incentive Compensation ("LTIC") program is comprised of an annual deferred stock unit component (the "Annual Deferred Stock Unit" program) and a multi-year performance share component (the "Performance Share" program).

All awards granted during the three years ended December 31, 2023 pursuant to both the Annual Deferred Stock Unit and Performance Share programs, as well as director's awards, were classified as equity awards and expensed on a straight-line basis over the vesting period, with issuances recorded as a reduction to additional paid in capital.

All awards granted during the three years ended December 31, 2024 pursuant to both the Annual Deferred Stock Unit and Performance Share programs, as well as director's awards, are classified as equity awards and expensed on a straight-line basis over the vesting period, with issuances recorded as a reduction to additional paid in capital.

Forfeitures are recorded when they occur.

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 $ 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.

These operations resulted in approximately $ 2,000 , $( 39,000 ), and $( 10,000 ) in income tax expense/(recoveries) for the years ended December 31, 2024, 2023, and 2022, 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.

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.

The Financial Accounting Standards Board (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

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

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

2 unchanged sentences

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;

Income Statement Expense Disaggregation Disclosures

The FASB has also issued Accounting Standards Update ("ASU") No.

2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses ("ASU 2024-03").

ASU 2024-03 aims to enhance the transparency and presentation of income statement expenses in response to increasing demand from investors and other stakeholders for greater clarity and comparability surrounding the nature and composition of an entity's expenses.

The amendments of ASU 2024-03 require tabular disclosure of certain cost and expense

Index to Financial Statements

information, such as employee compensation, in the footnotes to the financial statements.

ASU 2024-03 is effective for Piedmont beginning with the Form 10-K for the year ended December 31, 2027, and subsequent interim periods beginning in calendar-year 2028.

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 2024-03.

During the year ended December 31, 2024, Piedmont OP issued $ 400 million in aggregate principal amount of 6.875 % senior notes (the “$ 400 Million Unsecured Senior Notes”), which mature on July 15, 2029.

Upon issuance of the $ 400 Million Unsecured Senior Notes, Piedmont OP received net proceeds of $ 396 million, reflecting a discount of approximately $ 4 million which will be amortized to interest expense over the 5-year term of the $ 400 Million Unsecured Senior Notes using the effective interest method.

The $ 400 Million Unsecured Senior Notes are fully and unconditionally guaranteed by Piedmont.

Interest on the $ 400 Million Unsecured Senior Notes is payable semi-annually on January 15 and July 15 of each year commencing January 15, 2025, and is subject to adjustment if the credit rating on the $ 400 Million Unsecured Notes falls below investment grade, as defined in the credit agreement.

The $ 400 Million Unsecured Senior Notes are subject to certain 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.

Also, during the year ended December 31, 2024, Piedmont OP entered into a new $ 200 Million Unsecured 2024 Term Loan.

The $ 200 Million Unsecured 2024 Term Loan has certain financial covenants that require, among other things, the maintenance of an unencumbered interest rate coverage ratio of at least 1.75 , an unencumbered leverage ratio of at least 1.60 , a fixed charge coverage ratio of at least 1.50 , a leverage ratio of no more than 0.60 , and a secured debt ratio of no more than 0.40 .

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

The net proceeds from both the $ 400 Million Unsecured Senior Notes and the new $ 200 Million Unsecured 2024 Term Loan described above were used to repay:

the remaining balance on the $ 400 Million Senior Unsecured Notes due 2024;

the $ 200 Million Unsecured 2022 Term Loan Facility;

the $ 215 Million Unsecured 2023 Term Loan;

and the outstanding balance on the $ 600 Million Unsecured 2022 Line of Credit.

The original term of the $ 200 Million Unsecured 2024 Term Loan was three years , with a maturity date of January 29, 2027;

however, subsequent to December 31, 2024, Piedmont amended the $ 200 Million Unsecured 2024 Term Loan to increase the principal amount of the loan by $ 125 million to a total of $ 325 million principal amount outstanding and to add two six-month extension options for a final maturity date of January 29, 2028, provided Piedmont is not then in default and upon payment of extension fees.

The net proceeds from the increased principal and Piedmont's $ 600 Million Unsecured 2022 Line of Credit, along with cash on hand, were used to repay the $ 250 Million Unsecured 2018 Term Loan that was scheduled to mature in March of 2025.

Also subsequent to December 31, 2024, Piedmont recast the $ 600 Million Unsecured 2022 Line of Credit to extend the maturity date to June 30, 2028, with two additional one-year extension options, for a final maturity date of June 30, 2030, provided Piedmont is not then in default and upon payment of extension fees.

Index to Financial Statements

9 unchanged sentences

4.45 % 4.10 % 3/15/2024 — 50,154

$ 200 Million Unsecured 2022 Term Loan Facility

SOFR + 1.25 %

6.70 % 12/16/2024 — 100,000

$ 215 Million Unsecured 2023 Term Loan

1 unchanged sentence

6.71 % 1/31/2025 — 215,000

$ 400 Million Unsecured Senior Notes due 2024

$ 250 Million Unsecured 2018 Term Loan

SOFR + 1.20 %

4.79 % 3/31/2025 (3)

250,000 250,000

$ 200 Million Unsecured 2022 Term Loan Facility

$ 600 Million Unsecured 2022 Line of Credit

SOFR + 1.04 %

6/30/2026 (6)

100,000 200,000

$ 200 Million Unsecured 2024 Term Loan

1 unchanged sentence

1/29/2027 (8)

$ 600 Million Unsecured 2022 Line of Credit (6)

SOFR + 1.04 %

$ 600 Million Unsecured Senior Notes due 2028

9.25 % 9.25 % 7/20/2028 600,000 600,000

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

(3) Subsequent to December 31, 2024, Piedmont repaid the outstanding balance of the $ 250 Million Unsecured 2018 Term Loan.

(4) The all-in interest rates associated for the SOFR selections are comprised of the relevant adjusted SOFR rate (calculated as the base SOFR interest rate plus a fixed adjustment of 0.10 %) and a stated interest rate spread that can vary from 0.85 % to 1.70 % based upon the then current credit rating of Piedmont or Piedmont OP, whichever is higher.

During any period that either Piedmont or Piedmont OP has received credit ratings from two different credit rating agencies that are not equivalent, the credit rating shall be determined as the higher of the two credit ratings.

(5) 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.

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.

(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 upon payment of extension fees.

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

(6) Subsequent to December 31, 2024, Piedmont recast the $ 600 Million Unsecured 2022 Line of Credit to extend the maturity date to June 30, 2028, with two additional one-year extension options, for a final maturity date of June 30, 2030, provided Piedmont is not then in default and upon payment of extension fees.

(7) This term loan has a stated variable rate;

however Piedmont has entered into interest rate swap agreements which effectively fix the interest rate on the aggregate principal amount of the term loan to 5.41 % through February 1, 2026, assuming no change in Piedmont's or Piedmont OP's credit rating.

See Note 4 for disclosures of Piedmont's derivative instruments.

(8) Subsequent to December 31, 2024, Piedmont amended the $ 200 Million Unsecured 2024 Term Loan to increase the principal amount of the loan by $ 125 million to a total of $ 325 million principal amount outstanding and to add two six-month extension options for a final maturity date of January 29, 2028, provided Piedmont is not then in default and upon payment of extension fees.

Index to Financial Statements

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Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for Piedmont making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.

As of December 31, 2023, Piedmont was party to a total of eight interest rate swap agreements which are designated as effective cash flow hedges and fully hedge the variable cash flows covering the entire outstanding balance of the $ 250 Million Unsecured 2018 Term Loan through the maturity of the loan in March 2025.

As of December 31, 2024, Piedmont was party to a total of twelve interest rate swap agreements which were designated as effective cash flow hedges and fully hedge the variable cash flows covering:

1) the entire outstanding balance of the $ 250 Million Unsecured 2018 Term Loan through the maturity of the loan in March 2025, and 2) the entire outstanding balance of the $ 200 Million Unsecured 2024 Term Loan through February 1, 2026.

All of Piedmont's interest rate swap agreements are designated as effective cash flow hedges and are designated using SOFR.

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 13 months.

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 .

Index to Financial Statements

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$ 75 12/12/2022 3/31/2025 (1)

Interest rate swaps 2 $ 200 Million Unsecured 2024 Term Loan

$ 80 2/1/2024 2/1/2026

Interest rate swaps 2 $ 200 Million Unsecured 2024 Term Loan

$ 120 9/3/2024 2/1/2026

(1) Subsequent to December 31, 2024, Piedmont terminated the interest rate swap agreements in conjunction with the repayment of the $ 250 Million Unsecured 2018 Term Loan.

Piedmont presents its interest rate derivatives on its consolidated balance sheets on a gross basis as interest rate swap assets and interest rate swap liabilities.

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$ ( 386 ) $ ( 820 ) $ —

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

Piedmont estimates that approximately $ 1.3 million will be reclassified from OCI as an increase 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, 2024.

See Note 5 for fair value disclosures of Piedmont's derivative instruments.

Index to Financial Statements

Credit-risk-related Contingent Features

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If Piedmont were to breach any of the contractual provisions of the derivative contracts, it could be required to settle its liability obligations under the agreements at their termination value of the estimated fair values plus accrued interest.

However, as of December 31, 2023, all of Piedmont's interest rate swap agreements are in an asset position.

However, as of December 31, 2024, all of Piedmont's net interest rate swap agreements are in an asset position.

Additionally, Piedmont has rights of set-off under certain of its derivative agreements related to potential termination fees and amounts payable under the agreements, if a termination were to occur.

Index to Financial Statements

Fair Value Measurements of Financial Instruments

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$ 51,035 $ 51,035 Level 1 $ 49,706 $ 49,706 Level 1

Interest rate swaps $ 8 $ 8 Level 2 $ — $ — Level 2

Debt, net $ 2,222,346 $ 2,238,531 Level 2 $ 2,054,596 $ 1,953,447 Level 2

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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):

Real Estate Asset Impairment Charges

Piedmont recorded the following real estate asset impairment charges for the years ended December 31, 2024, 2023, and 2022 (in thousands):

2024 2023 2022

One Lincoln Park $ 932 $ — $ —

750 West John Carpenter Freeway 17,500 — —

80 and 90 Central Street 10,000 — —

161 Corporate Center

9320 Excelsior Boulevard

$ — $ 10,000 $ —

Two Pierce Place — — 41,000

Total impairment loss on real estate assets

Total impairment charge on real estate assets

$ 33,832 $ — $ 10,000

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 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.

As a result, Piedmont recognized an impairment charge calculated as the difference between the carrying value of the asset and the estimated fair value.

The estimated fair values were determined based on a negotiated potential selling

Index to Financial Statements

prices with unrelated, third-party purchasers for each respective building.

The One Lincoln Park building and 750 West John Carpenter Freeway building were subsequently sold during the year ended December 31, 2024 (see Note 11 for further details).

Commitments and Contingencies

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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.

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

As of December 31, 2024, Piedmont had two individually significant unrecorded tenant allowance commitment greater than $ 10 million.

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

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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.

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.

Certain management employees' long-term equity incentive program is allocated 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 employees, as well as the peer group to be used for comparative purposes, are predetermined by the board of directors, based on advice given by a third-party 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.

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Index to Financial Statements

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

A roll forward of Piedmont's equity based award activity for the year ended December 31, 2024 is as follows:

Shares Weighted-Average Grant Date Fair Value

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$ — $ — $ 5,481

(1) Amounts reflect the issuance of performance share awards related to the 2019-21 and 2018-20 Performance Share Plans during the years ended December 31, 2022, and 2021, respectively.

(1) Amounts reflect the issuance of performance share awards related to the 2019-21 Performance Share Plan during the year ended December 31, 2022.

Index to Financial Statements

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Value Vesting Schedule Unvested and Potential Shares as of December 31, 2024

May 3, 2019 Deferred Stock Award 26,385 (2)

$ 21.04 Of the shares granted, 20 % vested or will vest on July 1, 2020, 2021, 2022, 2023 and 2024, respectively.

February 10, 2022 Deferred Stock Award 139,831 $ 16.85 Of the shares granted, 25 % vested on the date of grant, and 25 % vested or will vest on February 10, 2023, 2023, and 2025, respectively.

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 10, 2022 Deferred Stock Award 170,369 $ 16.85 Of the shares granted, 25 % vested on the date of grant, and 25 % vested or will vest on February 10, 2023, 2023, and 2025, respectively.

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 331,069 $ 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.

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February 23, 2023 Deferred Stock Award 352,523 $ 9.47 Of the shares granted, 25 % vested or will vest on February 23, 2024, 2025, 2026, and 2027 respectively.

February 20, 2024 Fiscal Year 2024-2026 Performance Share Program — $ 7.64 Shares awarded, if any, will vest immediately upon determination of award in 2027.

1,119,352 (2)

February 20, 2024 Deferred Stock Award 520,002 $ 6.55 Of the shares granted, 25 % vested or will vest on February 23, 2024, 2025, 2026, and 2027 respectively.

May 7, 2024 Deferred Stock Award-Board of Directors 86,328 $ 6.95 Of the shares granted, 100 % will vest on the earlier of the 2025 Annual Meeting or May 7, 2025.

October 1, 2024 Deferred Stock Award 60,606 $ 9.90 Of the shares granted, 25 % vested or will vest on October 1, 2025, 2026, 2027, and 2028 respectively.

October 28, 2024 Deferred Stock Award 322,101 $ 10.09 Of the shares granted, 100 % will vest on October 28, 2029.

Total 3,018,435

(1) Amounts reflect the total original grant to employees and independent directors, net of shares surrendered upon vesting to satisfy required minimum tax withholding obligations through December 31, 2024.

(2) Includes a special, one-time deferred stock award to Piedmont's Chief Executive Officer effective July 1, 2019, the date of his promotion to the position, which vests in ratable installments over a five year period beginning July 1, 2020.

(2) Estimated based on Piedmont's cumulative TSR for the respective performance period through December 31, 2024.

Share estimates are subject to change in future periods based upon Piedmont's relative TSR performance compared to its peer group of office REITs.

During the years ended December 31, 2023, 2022, and 2021, Piedmont recognized approximately $ 8.1 million, $ 8.8 million and $ 11.0 million of compensation expense related to stock awards, of which approximately $ 8.1 million, $ 7.7 million and $ 9.7 million related to the amortization of unvested shares and potential stock awards and the fair value adjustment for liability awards, respectively.

During the years ended December 31, 2024, 2023, and 2022, Piedmont recognized approximately $ 8.4 million, $ 8.1 million and $ 8.8 million of compensation expense related to stock awards, of which approximately $ 8.4 million, $ 8.1 million and $ 7.7 million related to the amortization of unvested and potential stock awards and the fair value adjustment for liability awards, respectively.

During the year ended December 31, 2024, a total of 367,740 shares (net of shares surrendered upon vesting to satisfy required minimum tax withholding obligations) were issued to employees and independent directors.

As of December 31, 2023, approximately $ 11.4 million of unrecognized compensation cost related to unvested and potential stock awards remained, which Piedmont will record in its consolidated statements of operations over a weighted-average vesting period of approximately one year .

As of December 31, 2024, approximately $ 13.7 million of unrecognized compensation cost related to unvested and potential stock awards remained, which Piedmont will record in its consolidated statements of operations over a weighted-average vesting period of approximately two years .

Index to Financial Statements

Earnings Per Share

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/(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.

As Piedmont recognized a net loss for the years ended December 31, 2024 and 2023, earnings per share is computed using basic weighted-average common shares outstanding.

For the year ended December 31, 2022, Piedmont calculated incremental weighted-average shares from time-vested deferred and performance stock awards of 172,694 shares.

Unvested and potential stock awards which are determined to be anti-dilutive are not included in the calculation of diluted weighted average common shares.

For each of the years ended December 31, 2023, 2022, and 2021, Piedmont calculated and excluded weighted average outstanding anti-dilutive shares of approximately 1,030,824 , 421,005 , and 1,114,025 , respectively.

For the year ended December 31, 2022, Piedmont calculated and excluded 421,005 weighted average outstanding anti-dilutive.

The following table reconciles the denominator for the basic and diluted earnings per share computations shown on the consolidated statements of income for the years ended December 31, 2024, 2023, and 2022, respectively (in thousands):

15 unchanged sentences

Total $ 2,971,289

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, 2024, 2023, and 2022, respectively, as follows (in thousands):

4 unchanged sentences

$ 544,064 $ 555,313 $ 545,741

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 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 %.

Index to Financial Statements

Property Dispositions and Assets Held for Sale

Property Dispositions

None of Piedmont's property dispositions during the three years ended December 31, 2023 met the criteria to be reported as discontinued operations.

The operational results and gain on sale of real estate assets are presented as continuing operations in the accompanying consolidated statements of operations.

Details of such properties sold are presented below (in thousands):

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

The following properties were sold during the years ended December 31, 2024, 2023, and 2022, respectively (in thousands):

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

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)

One Lincoln Park Dallas, Texas / Dallas March 20, 2024 $ — $ 53,308

750 West John Carpenter Freeway Irving, Texas / Dallas July 23, 2024 $ ( 445 ) $ 21,584

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

1 unchanged sentence

(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.

The 750 West John Carpenter Freeway building, which was assigned to the Dallas geographic reportable segment, was under a binding contract and met the criteria for held for sale classification as of June 30, 2024, and the assets of the property were presented as held for sale as of December 31, 2023 for comparability purposes.

Details of such amounts as of December 31, 2023 are presented as follows (in thousands):

December 31, 2023

Real estate assets held for sale, net:

Building and improvements, less accumulated depreciation of $ 7,376 as of December 31, 2023

Construction in progress

Total real estate assets held for sale, net

Other assets held for sale, net:

Straight-line rent receivables

Prepaid expenses and other assets

Deferred lease costs, less accumulated amortization of $ 666 as of December 31, 2023

Total other assets held for sale, net

Index to Financial Statements

Supplemental Disclosures for the Statement of Consolidated Cash Flows

5 unchanged sentences

$ 154 $ ( 10,215 ) $ ( 691 )

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

Change in accrued deferred financing costs $ ( 232 ) $ ( 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, 2024, 2023, and 2022 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, 2024, 2023, and 2022, is calculated as follows (in thousands):

10 unchanged sentences

( 20,087 ) — ( 137,871 )

Taxable income or loss of Piedmont Washington Properties, Inc., in excess of amount for financial reporting purposes

Taxable income of Piedmont Washington Properties, Inc., in excess of amount for financial reporting purposes

4,771 6,212 3,111

1 unchanged sentence

42,606 40,173 30,310

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

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

Taxable income for POH in excess of amount for financial reporting purposes

Income tax basis net income/(loss), prior to dividends paid deduction $ ( 3,223 ) $ 60,984 $ 99,841

For income tax purposes, dividends to common stockholders are characterized as ordinary income, capital gains, or as a return of a stockholder’s invested capital.

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100 % 100 % 100 %

Index to Financial Statements

Piedmont had no uncertain tax positions as of December 31, 2024 or 2023.

Segment Information

Piedmont's President and Chief Executive Officer has been identified as Piedmont's chief operating decision maker ("CODM"), as defined by GAAP.

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

Piedmont's President and Chief Executive Officer has been identified as Piedmont's CODM, as defined by GAAP.

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

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

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As of December 31, 2024, Piedmont also owned two properties in Houston that do not meet the definition of an operating or reportable segment as the CODM does not regularly review these properties for purposes of allocating resources or assessing performance.

Further, Piedmont does not maintain a significant presence or anticipate further investment in this market.

Further, Piedmont does not maintain a significant presence nor anticipate further investment in this market.

These two properties are the primary contributors to accrual-based net operating income ("NOI") included in "Other" below.

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Accrual-based net operating income ("NOI") by geographic segment is the primary performance measure reviewed by Piedmont's CODM to assess operating performance and consists only of revenues and expenses directly related to real estate rental operations.

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

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

Other segment items consist primarily of allocated costs and salaries which are recognized at the respective properties and eliminated in the preparation of consolidated financial statements.

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.

Index to Financial Statements

Asset value information and capital expenditures by segment are not reported because the CODM does not use these measures to assess performance.

The following table presents accrual-based lease revenue and other property related income included in NOI by geographic reportable segment (in thousands):

Years Ended December 31,

2023 2022 2021

The following table presents accrual-based revenues, expenses, and other segment items included in NOI by geographic reportable segment for the year ended December 31, 2024 (in thousands):

Total Revenues Property Operating Costs Other Segment Items NOI

Atlanta $ 172,129 $ 63,211 $ 1,797 $ 110,715

8 unchanged sentences

Other 21,281 4,344 ( 4,439 ) 12,498

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

Totals $ 570,324 $ 234,124 $ ( 660 ) $ 335,540

Index to Financial Statements

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

Years Ended December 31,

The following table presents accrual-based revenues, expenses, and other segment items included in NOI by geographic reportable segment for the year ended December 31, 2023 (in thousands):

Total Revenues Property Operating Costs Other Segment Items NOI

Atlanta $ 161,310 $ 59,232 $ 1,396 $ 103,474

Dallas 111,592 47,574 548 64,566

Orlando 61,688 25,110 61 36,639

Northern Virginia/Washington, D.C.

60,324 24,902 911 36,333

Minneapolis 63,713 30,954 543 33,302

New York 54,040 24,764 81 29,357

Boston 42,847 17,181 39 25,705

Total reportable segments 555,514 229,717 3,579 329,376

Other 22,242 5,374 ( 3,899 ) 12,969

Totals $ 577,756 $ 235,091 $ ( 320 ) $ 342,345

The following table presents accrual-based revenues, expenses, and other segment items included in NOI by geographic reportable segment for the year ended December 31, 2022 (in thousands):

Total Revenues Property Operating Costs Other Segment Items NOI

Atlanta $ 131,230 $ 49,192 $ 840 $ 82,878

8 unchanged sentences

Other 24,570 6,517 ( 3,368 ) 14,685

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

Totals $ 563,766 $ 226,058 $ ( 141 ) $ 337,567

Index to Financial Statements

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

17 unchanged sentences

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.

On February 13, 2025, Piedmont amended the $ 200 Million Unsecured 2024 Term Loan to increase the principal amount by $ 125 million to a total of $ 325 million principal amount outstanding and to add two six-month extension options for a final maturity date of January 29, 2028, provided Piedmont is not then in default and upon payment of extension fees.

The net proceeds from the increased principal and Piedmont's line of credit, along with cash on hand, were used to repay the $ 250 Million Unsecured 2018 Term Loan that was scheduled to mature in March of 2025.

Additionally, Piedmont also recast the $ 600 Million Unsecured 2022 Line of Credit to extend the maturity date to June 30, 2028, with two additional one-year extension options, for a final maturity date of June 30, 2030, provided Piedmont is not then in default and upon payment of extension fees.

Declaration of Dividend for the First Quarter 2025

36 unchanged sentences

LAS COLINAS CORPORATE CENTER II Irving, TX 100 % None 4,496 29,881 34,377 6,008 2,543 37,842 40,385 16,431 1998 8/31/2006 0 - 40

ONE MERIDIAN CROSSINGS Richfield, MN 100 % None 2,919 24,398 27,317 ( 160 ) 2,919 24,238 27,157 8,058 1997 10/1/2010 0 - 40

ONE MERIDIAN Richfield, MN 100 % None 2,919 24,398 27,317 1,141 2,919 25,539 28,458 8,708 1997 10/1/2010 0 - 40

Index to Financial Statements

14 unchanged sentences

(in years) (5)

TWO MERIDIAN CROSSINGS Richfield, MN 100 % None 2,661 25,742 28,403 1,930 2,661 27,672 30,333 8,579 1998 10/1/2010 0 - 40

TWO MERIDIAN Richfield, MN 100 % None 2,661 25,742 28,403 13,454 2,661 39,196 41,857 9,447 1998 10/1/2010 0 - 40

THE MEDICI Atlanta, GA 100 % None 1,780 11,510 13,290 10,308 1,780 21,818 23,598 8,628 2008 6/7/2011 0 - 40

3 unchanged sentences

6565 MACARTHUR BOULEVARD Irving, TX 100 % None 4,820 37,767 42,587 6,124 4,820 43,891 48,711 14,565 1998 12/5/2013 0 - 40

ONE LINCOLN PARK Dallas, TX 100 % None 6,640 44,810 51,450 12,098 6,640 56,908 63,548 13,849 1999 12/20/2013 0 - 40

161 CORPORATE CENTER Irving, TX 100 % None 2,020 10,680 12,700 ( 4,901 ) 2,020 5,779 7,799 3,518 1998 12/30/2013 0 - 40

28 unchanged sentences

GALLERIA 200 Atlanta, GA 100 % None 6,470 55,825 62,295 28,446 6,470 84,271 90,741 19,708 1984 10/7/2016 0 - 40

750 WEST JOHN CARPENTER FREEWAY Irving, TX 100 % None 7,860 36,303 44,163 ( 584 ) 7,860 35,719 43,579 7,376 1999 11/30/2016 0 - 40

NORMAN POINTE I Bloomington, MN 100 % None 4,358 22,322 26,680 7,226 4,361 29,545 33,906 9,662 2000 12/28/2017 0 - 40

15 unchanged sentences

(2) Total initial cost excludes purchase price allocated to intangible lease origination costs and intangible lease liabilities.

(3) Includes improvements and carrying costs capitalized subsequent to acquisition, as well as reductions related to write-offs of fully depreciated/amortized capitalized assets and impairment losses on real estate assets.

(4) The net carrying value of Piedmont’s total assets for federal income tax purposes is approximately $ 4.3 billion.

2 unchanged sentences

Generally, Building Improvements are depreciated over 5 - 25 years, Land Improvements are depreciated over 20 - 25 years, and Buildings are depreciated over 40 years.

Index to Financial Statements

Piedmont Office Realty Trust, Inc.

Index to Financial Statements

Schedule III - Real Estate and Accumulated Depreciation

19 unchanged sentences

Balance at the end of the year $ 1,226,874 $ 1,134,578 $ 1,005,704

(1) Piedmont recognized an impairment loss on the 9320 Excelsior Building during the year ended December 31, 2022, as well as the Two Pierce Place building during the year ended December 31, 2021.

(1) Piedmont recognized an impairment loss on the One Lincoln Park, 750 West John Carpenter Freeway, 80 and 90 Central Street, and 161 Corporate Center during the year ended December 31, 2024 as well as the 9320 Excelsior Building during the year ended December 31, 2022.

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

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