Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES
Management’s Conclusions Regarding the Effectiveness of Disclosure Controls and Procedures
We carried out an evaluation, under the supervision and with the participation of management, including our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15(e) under the Exchange Act as of the end of the period covered by this report. Based upon that evaluation, the Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this annual report in providing a reasonable level of assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and represented within the time periods in SEC rules and forms, including providing a reasonable level of assurance that information required to be disclosed by us in such reports is accumulated and communicated to our management, including our Principal Executive Officer and our Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Report of Management on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining effective internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, as a process designed by, or under the supervision of, the principal executive and principal financial officers, or persons performing similar functions, and effected by the board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes those policies and procedures that:
• 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; and
• 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.
Because of the inherent limitations of internal control over financial reporting, including the possibility of human error and the circumvention or overriding of controls, material misstatements may not be prevented or detected on a timely basis. In addition, projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions or that the degree of compliance with policies or procedures may deteriorate. 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.
Our management has assessed the effectiveness of our internal control over financial reporting at December 31, 2025. To make this assessment, we used the criteria for effective internal control over financial reporting described in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, our management believes that, as of December 31, 2025, our system of internal control over financial reporting was effective.
Piedmont’s independent registered public accounting firm has issued an attestation report on the effectiveness of Piedmont’s internal control over financial reporting, which appears in this Annual Report.
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Changes in Internal Control Over Financial Reporting
There have been no significant changes in our internal control over financial reporting during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the stockholders and the Board of Directors of Piedmont Realty Trust, Inc.
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Piedmont Realty Trust, Inc. and subsidiaries (the “Company”) as of December 31, 2025, based on criteria established in Internal Control —Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2025, of the Company and our report dated February 17, 2026, expressed an unqualified opinion on those financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Report of Management on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Deloitte & Touche LLP
Atlanta, Georgia
February 17, 2026
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ITEM 9B. 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) of Regulation S-K of the Exchange Act.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
None.
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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Pursuant to Paragraph G(3) of the General Instructions to Form 10-K, the information required by Part III (Items 10, 11, 12, 13, and 14) is being incorporated by reference herein from our definitive proxy statement to be filed with the SEC within 120 days of the end of the fiscal year ended December 31, 2025 in connection with our 2026 Annual Meeting of Stockholders.
We have adopted a Code of Ethics, which is available on Piedmont’s website at www.piedmontreit.com under the “Investor Relations” section. Any amendments to, or waivers of, the Code of Ethics will be disclosed on our website promptly following the date of such amendment or waiver. The information contained on our website is not incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION
The information required by Item 11 will be set forth in our definitive proxy statement to be filed with the SEC within 120 days of the end of the fiscal year ended December 31, 2025, and is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information required by Item 12 will be set forth in our definitive proxy statement to be filed with the SEC within 120 days of the end of the fiscal year ended December 31, 2025, and is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
The information required by Item 13 will be set forth in our definitive proxy statement to be filed with the SEC within 120 days of the end of the fiscal year ended December 31, 2025, and is incorporated herein by reference.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by Item 14 will be set forth in our definitive proxy statement to be filed with the SEC within 120 days of the end of the fiscal year ended December 31, 2025, and is incorporated herein by reference.
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PART IV
ITEM 15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES
(a) 1. The financial statements begin on page F-4 of this Annual Report on Form 10-K. The following financial statements of the Registrant, together with the applicable report of independent registered public accounting firm, are filed as part of this report:
Financial Statements Page
Report of Independent Registered Public Accounting Firm (PCAOB Firm # 34)
F- 2
Consolidated Balance Sheets as of December 31, 2025 and 2024
F- 4
Consolidated Statements of Operations for the Years December 31, 2025, 2024, and 2023
F- 5
Consolidated Statements of Comprehensive Income/(Loss) for the Years Ended December 31, 2025, 2024, and 2023
F- 6
Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2025, 2024, and 2023
F- 7
Consolidated Statements of Cash Flows for the Years Ended December 31, 2025, 2024, and 2023
F- 8
Notes to Consolidated Financial Statements
F- 9
(a) 2. Schedule III—Real Estate Assets and Accumulated Depreciation.
Information with respect to this item begins on page S-1 of this Annual Report on Form 10-K. Other schedules are omitted because of the absence of conditions under which they are required or because the required information is given in the financial statements or notes thereto.
(b) The Exhibits filed in response to Item 601 of Regulation S-K are listed on the Exhibit Index listed below.
Exhibit Number Description of Document
3.1.1 Third Articles of Amendment and Restatement of Piedmont (incorporated by reference to Exhibit 3.1 to Piedmont’s Annual Report on Form 10-K for the year ended December 31, 2009, filed on March 16, 2010)
3.1.2 Articles of Amendment to the Third Articles of Amendment and Restatement of Piedmont (incorporated by reference to Exhibit 3.2 to Piedmont'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 Piedmont, as amended (incorporated by reference to Exhibit 3.1 to Piedmont'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 Piedmont, as supplemented and amended (incorporated by reference to Exhibit 3.1 to Piedmont's Current Report on Form 8-K, filed on November 14, 2016)
3.1.5 Articles of Amendment to the Third Articles of Amendment and Restatement of Piedmont, as supplemented and amended (incorporated by reference to Exhibit 3.1 to Piedmont's Current Report on Form 8-K, filed on May 23, 2018)
3.1.6 Articles of Amendment to the Third Articles of Amendment and Restatement of Piedmont, as supplemented and amended (incorporated by reference to Exhibit 3.1 to Piedmont's Current Report on Form 8-K filed on June 9, 2025).
3.2 Second Amended and Restated Bylaws of Piedmont (incorporated by reference to Exhibit 3.2 to Piedmont's Current Report on Form 8-K filed on June 9, 2025)
4.1.1 Indenture, dated March 6, 2014, by and among Piedmont OP, Piedmont, and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to Piedmont's Current Report on Form 8-K, filed on March 6, 2014)
4.1.2 Supplemental Indenture, dated March 6, 2014, by and among Piedmont OP, Piedmont, and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 to Piedmont's Current Report on Form 8-K, filed on March 6, 2014)
4.1.3 Form of 4.450% Senior Notes due 2024 (incorporated by reference to Exhibit 4.3 to Piedmont's Current Report on Form 8-K filed on March 6, 2014)
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4.1.4 Supplemental Indenture, dated August 12, 2020, by and among Piedmont OP, Piedmont, and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 to Piedmont's Current Report on Form 8-K filed on August 12, 2020)
4.1.5 Form of 3.150% Senior Notes due 2030 (incorporated by reference to Exhibit 4.3 to Piedmont's Current Report on Form 8-K filed on August 12, 2020)
4.1.6 Supplemental Indenture, dated as of September 20, 2021, by and among Piedmont OP, Piedmont, and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 to Piedmont's Current Report on Form 8-K, filed on September 20, 2021)
4.1.7 Form of 2.750% Senior Notes due 2032 (incorporated by reference to Exhibit 4.3 to Piedmont's Current Report on Form 8-K filed on September 20, 2021)
4.1.8 Supplemental Indenture, dated as of July 20, 2023, by and among Piedmont OP, Piedmont, and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.2 to Piedmont’s Current Report on Form 8-K filed on July 20, 2023)
4.1.9 Form of 9.250% Senior Notes due 2028 (incorporated by reference to Exhibit 4.2 to Piedmont's Current Report on Form 8-K filed on July 20, 2023)
4.1.10 Supplemental Indenture, dated as of June 25, 2024, by and among Piedmont OP, Piedmont, and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.2 to Piedmont's Current Report on Form 8-K, filed on June 25, 2024)
4.1.11 Form of 6.875% Senior Notes due 2029 (incorporated by reference and included in Exhibit 4.2 to Piedmont's Current Report on Form 8-K, filed June 25, 2024)
4.1.12 Supplemental Indenture, dated as of November 20, 2025, by and among Piedmont OP, Piedmont, and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.2 to Piedmont's Current Report on Form 8-K, filed November 20, 2025)
4.1.13 Form of 5.625% Senior Notes due 2033 (incorporated by reference and included in Exhibit 4.2 to Piedmont's Current Report on Form 8-K, filed November 20, 2025)
4.2 Description of Securities registered pursuant to Section 12 of the Exchange Act (incorporated by reference to Exhibit 4.15 to Piedmont'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 Piedmont OP, dated January 1, 2000 (incorporated by reference to Exhibit 10.64 to Piedmont'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 Piedmont OP, as Amended and Restated as of January 1, 2000, dated April 16, 2007 (incorporated by reference to Exhibit 99.8 to Piedmont’s Current Report on Form 8-K, filed on April 20, 2007)
10.1.3 Amendment to Second Amended and Restated Agreement of Limited Partnership of Piedmont OP, dated August 8, 2007 (incorporated by reference to Exhibit 99.1 to Piedmont’s Current Report on Form 8-K, filed on August 10, 2007)
10.2.1* Employment Agreement dated April 16, 2007, by and between Piedmont and Robert E. Bowers (incorporated by reference to Exhibit 99.9 to Piedmont’s Current Report on Form 8-K, filed on April 20, 2007)
10.2.2* Separation Agreement, dated September 30, 2024, between Piedmont and Robert Bowers (incorporated by reference to Exhibit 10.3 to Piedmont's Current Report on Form 8-K, filed on September 30, 2024)
10.3* Employment Agreement dated May 14, 2007, by and between Piedmont and Laura P. Moon (incorporated by reference to Exhibit 99.3 to Piedmont’s Current Report on Form 8-K, filed on May 14, 2007)
10.4.1* Separation and Release Agreement, dated December 31, 2024, by and between Piedmont and Robert K. Wiberg (incorporated by reference to Exhibit 10.5.1 to Piedmont's Annual Report on Form 10-K for the year ended December 31, 2024, filed on February 19, 2025)
10.4.2* Consulting Agreement, dated December 31, 2024, by and between Piedmont and Robert K. Wiberg (incorporated by reference to Exhibit 10.5.2 to Piedmont's Annual Report on Form 10-K for the year ended December 31, 2024, filed on February 19, 2025)
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10.5* Employment Agreement dated January 1, 2019, by and between Piedmont and Christopher Kollme (incorporated by reference to Exhibit 10.31 to Piedmont's Annual Report on Form 10-K for the year ended December 31, 2018, filed on February 20, 2019)
10.6* Employment Agreement, dated as of March 19, 2019, between Piedmont and C. Brent Smith (incorporated by reference to Exhibit 10.2 to Piedmont's Current Report on Form 8-K, filed on March 19, 2019)
10.7* Employment Agreement, dated November 1, 2022, by and between Piedmont and George M. Wells (incorporated by reference to Exhibit 10.4 to Piedmont's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2022, filed on November 2, 2022)
10.8* Offer Letter, dated September 30, 2024, between Piedmont and Sherry Rexroad (incorporated by reference to Exhibit 10.1 to Piedmont's Current Report on Form 8-K, filed on September 30, 2024)
10.9.1* Piedmont's Amended and Restated 2007 Omnibus Incentive Plan (incorporated by reference to Appendix A to Piedmont'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 Piedmont effective February 19, 2020 (incorporated by reference to Exhibit 10.33 to Piedmont'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 Piedmont effective February 19, 2020 (incorporated by reference to Exhibit 10.34 to Piedmont's Annual Report on Form 10-K for the year ended December 31, 2019, filed on February 19, 2020)
10.9.4* Piedmont's Second Amended and Restated 2007 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to Piedmont's Current Report on Form 8-K filed May 12, 2021)
10.9.5* Amendment No. 1 to the Second Amended and Restated 2007 Omnibus Incentive Plan (incorporated by reference to Appendix A of Piedmont’s Proxy Statement filed with the Commission on March 14, 2024)
10.9.6* Amendment No. 2 to the Second Amended and Restated 2007 Omnibus Incentive Plan (incorporated by reference to Appendix A of Piedmont’s Supplement to Proxy Statement filed with the Commission on April 10, 2024)
10.9.7* Amendment No. 3 to the Second Amended and Restated 2007 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.2 to Piedmont's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025, filed on July 28, 2025).
10.9.8*
Form of Employee Deferred Stock Award Agreement for Second Amended and Restated 2007 Omnibus Incentive Plan of Piedmont (incorporated by reference to Exhibit 10.1 to Piedmont's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, filed on April 28, 2021)
10.9.9*
Form of Employee Officer Deferred Stock Award Agreement for Second Amended and Restated 2007 Omnibus Incentive Plan of Piedmont (incorporated by reference to Exhibit 10.2 to Piedmont's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, filed on April 28, 2021)
10.9.10*
Form of Director Deferred Stock Award Agreement for Second Amended and Restated 2007 Omnibus Incentive Plan of Piedmont (incorporated by reference to Exhibit 10.3 to Piedmont's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, filed on April 28, 2021)
10.9.11*
Form of Employee Deferred Stock Award Agreement for Second Amended and Restated 2007 Omnibus Incentive Plan of Piedmont effective February 10, 2022 (incorporated by reference to Exhibit 10.1 to Piedmont's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022 filed, on April 27, 2022)
10.9.12*
Form of Employee Officer Deferred Stock Award Agreement for Second Amended and Restated 2007 Omnibus Incentive Plan of Piedmont effective February 10, 2022 (incorporated by reference to Exhibit 10.2 to Piedmont's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022, filed on April 27, 2022)
10.9.13*
Form of Employee Deferred Stock Award Agreement for Second Amended and Restated 2007 Omnibus Incentive Plan of Piedmont effective February 23, 2023 (incorporated by reference to Exhibit 10.2 to Piedmont’s Quarterly Report on Form 10-Q, filed on May 1, 2023)
10.9.14*
Form of Employee Deferred Stock Award Agreement for Second Amended and Restated 2007 Omnibus Incentive Plan of Piedmont effective February 20, 2024 (incorporated by reference to Exhibit 10.9.11 to Piedmont's Annual Report on Form 10-K, filed on February 20, 2024)
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10.9.15*
Form of Employee Officer Deferred Stock Award Agreement for Second Amended and Restated 2007 Omnibus Incentive Plan of Piedmont effective February 20, 2024 (incorporated by reference to Exhibit 10.9.12 to Piedmont’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed on February 20, 2024)
10.9.16*
Form of Director Deferred Stock Award Agreement for Second Amended and Restated 2007 Omnibus Incentive Plan of Piedmont effective February 20, 2024 (incorporated by reference to Exhibit 10.9.13 to Piedmont’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed on February 20, 2024)
10.9.17*
Form of Performance Share Award Agreement for Second Amended and Restated 2007 Omnibus Incentive Plan of Piedmont effective February 20, 2024 (incorporated by reference to Exhibit 10.9.14 to Piedmont’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed on February 20, 2024)
10.9.18*
Executive Severance Plan, as amended and restated June 6, 2025 (incorporated by reference to Exhibit 10.1 to Piedmont's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025, filed on July 28, 2025).
10.10.1* Amendment No. 4 to Piedmont's Long-Term Incentive Program effective March 19, 2020 (incorporated by reference to Exhibit 10.2 to Piedmont's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, filed on July 28, 2021)
10.10.2* Piedmont's Long-Term Incentive Program Award Agreement effective March 19, 2020 (incorporated by reference to Exhibit 10.4 to Piedmont's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020, filed on April 29, 2020)
10.10.3* Piedmont's Long-Term Incentive Program Award Agreement effective February 17, 2022 (incorporated by reference to Exhibit 10.3 to Piedmont's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022, filed on April 27, 2022)
10.10.4* Amendment No. 5 to Piedmont's Long-Term Incentive Program effective February 23, 2023 (incorporated by reference to Exhibit 10.1 to Piedmont’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023, filed on May 1, 2023)
10.11.1 Term Loan Agreement, dated as of March 29, 2018, by and among Piedmont OP, as Borrower, Piedmont, 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. Bank National Association, as Administrative Agent, PNC Bank, National Association and SunTrust Bank as Syndication Agents, and the other banks signatory thereto as Lenders (incorporated by reference to Exhibit 10.1 to Piedmont's Current Report on Form 8-K, filed April 3, 2018)
10.11.2 Amendment No. 1, dated as of September 28, 2018, to the Term Loan Agreement between Piedmont OP, 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 Piedmont's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2018, filed on October 30, 2018)
10.11.3 Amendment No. 2, dated as of March 3, 2020, to the Term Loan Agreement dated March 29, 2018, between Piedmont OP, as Borrower and U.S. Bank National Association as Administrative Agent (incorporated by reference to Exhibit 10.1 to Piedmont's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020, filed on April 29, 2020)
10.11.4 Amendment No. 3, dated as of March 29, 2023, to the Term Loan Agreement, dated March 29, 2018, between Piedmont OP, as Borrower and U.S. Bank National Association as Administrative Agent (incorporated by reference to Exhibit 10.3 to Piedmont’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023, filed on May 1, 2023)
10.11.5 Amendment No. 4 to Term Loan Agreement, dated May 6, 2024, by and among Piedmont OP, as Borrower, Piedmont, 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 Piedmont's Current Report on Form 8-K, filed on May 7, 2024)
10.12 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 Piedmont's Current Report on Form 8-K filed February 12, 2020)
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10.13.1 Amended and Restated Revolving Credit Agreement, dated as of June 14, 2022, by and among Piedmont OP, as Borrower, Piedmont, 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. Bank National Association, PNC Bank, National Association, and Wells Fargo Bank, N.A. as Syndication Agents, and the other financial institutions initially signatory thereto and their assignees (incorporated by reference to Exhibit 10.1 to Piedmont's Current Report on Form 8-K, filed June 15, 2022)
10.13.2 Amendment No. 1 to Amended and Restated Revolving Credit Agreement, dated May 6, 2024, by and among Piedmont OP, as Borrower, Piedmont, 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 Piedmont's Current Report on Form 8-K, filed on May 7, 2024)
10.13.3 Second Amended and Restated Revolving Credit Agreement, dated as of February 13, 2025, by and among Piedmont OP, Piedmont, each lender initially signatory thereto, JPMorgan Chase Bank, N.A., Truist Securities, Inc., U.S. Bank National Association, Wells Fargo Securities, LLC, BofA Securities Inc. and TD Securities (USA) LLC, as Joint Lead Arrangers and Joint Bookrunners, and JPMorgan Chase Bank, N.A., as administrative agent for the lenders (incorporated by reference to Exhibit 10.2 to Piedmont's Current Report on Form 8-K, filed on February 13, 2025)
10.13.4 Amendment No. 1 to Second Amended and Restated Revolving Credit Agreement, dated as of September 16, 2025, by and among Piedmont OP, Piedmont, each lender initially signatory thereto, JPMorgan Chase Bank, N.A., Truist Securities, Inc., U.S. Bank National Association, Wells Fargo Securities, LLC, BofA Securities Inc. and TD Securities (USA) LLC, as Joint Lead Arrangers and Joint Bookrunners, and JPMorgan Chase Bank, N.A., as administrative agent for the lenders (incorporated by reference to Exhibit 10.1 to Piedmont's Current Report on Form 8-K filed on September 16, 2025)
10.14.1 Term Loan Agreement, dated as of July 22, 2022, by and among Piedmont OP, as Borrower, Piedmont, 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 Piedmont's Current Report on Form 8-K, filed July 27, 2022)
10.14.2 Amendment No. 1 to Term Loan Agreement dated as of December 14, 2022, by and among Piedmont OP, as Borrower, Piedmont, 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 Piedmont's Current Report on Form 8-K filed December 14, 2022)
10.15.1 Loan Assignment and Assumption Agreement and Omnibus Amendment to Note, Loan Agreement and Other Loan Documents (incorporated by reference to Exhibit 10.1 to Piedmont's Current Report on Form 8-K filed August 16, 2022)
10.15.2 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 Piedmont's Current Report on Form 8-K, filed August 16, 2022)
10.16.1 Term Loan Agreement, dated as of January 31, 2023, by and among Piedmont OP, as Borrower, Piedmont, 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 Piedmont’s Current Report on Form 8-K, filed on February 3, 2023)
10.16.2 Waiver, Agent Resignation, Extension, and Amendment No. 1 to Term Loan Agreement dated as of January 31, 2023 (incorporated by reference to Exhibit 10.20.2 to Piedmont’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed on February 20, 2024)
10.17.1 Term Loan Agreement, dated as of January 30, 2024, by and among Piedmont OP, as Borrower, Piedmont, 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 Piedmont’s Current Report on Form 8-K, filed on January 30, 2024).
10.17.2 Amendment No. 1 to Term Loan Agreement, dated May 6, 2024, by and among Piedmont OP, as Borrower, Piedmont, as Parent, Truist Bank, as Agent, and the other financial institutions signatory thereto, as Lenders (incorporated by reference to Exhibit 10.1 to Piedmont's Current Report on Form 8-K, filed on May 7, 2024)
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10.17.3 Amendment No. 2 to Term Loan Agreement, dated as of February 13, 2025, by and among Piedmont OP, Piedmont, each lender initially signatory thereto, Truist Securities, Inc., as Lead Arranger and Book Manager, and Truist Bank, as administrative agent for the lenders (incorporated by reference to Exhibit 10.1 to Piedmont's Current Report on Form 8-K, filed on February 13, 2025)
10.17.4 Amendment No. 3 to Term Loan Agreement, dated as of September 16, 2025, by and among Piedmont OP, Piedmont, each lender initially signatory thereto, Truist Securities, Inc., as Lead Arranger and Book Manager, and Truist Bank, as administrative agent for the lenders (incorporated by reference to Exhibit 10.2 to Piedmont's Current Report on Form 8-K filed on September 16, 2025)
19.1 Piedmont Insider Trading Policy dated October 21, 2025
21.1 List of Subsidiaries of the Company
22.1 Subsidiary Issuer of Guaranteed Securities
23.1 Consent of Deloitte & Touche LLP
31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2 Certification of Chief Financial Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002
32.1** Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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 (incorporated by reference to Exhibit 97.1 to Piedmont'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
101.SCH XBRL Taxonomy Extension Schema
101.CAL XBRL Taxonomy Extension Calculation Linkbase
101.DEF XBRL Taxonomy Extension Definition Linkbase
101.LAB XBRL Taxonomy Extension Label Linkbase
101.PRE XBRL Taxonomy Extension Presentation Linkbase
104.1 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
* Identifies each management contract or compensatory plan required to be filed.
** Furnished herewith.
ITEM 16. FORM 10-K SUMMARY
None.
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SIGNATURES
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 17 th day of February, 2026.
Piedmont Realty Trust, Inc.
(Registrant)
By: /s/ C. B RENT S MITH
C. Brent Smith
Chief Executive Officer, Principal Executive Officer, and Director
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacity as and on the date indicated.
Signature Title Date
/s/ K ELLY H. B ARRETT
Chair, and Director February 17, 2026
Kelly H. Barrett
/s/ D ALE H. T AYSOM
Vice-Chair, and Director February 17, 2026
Dale H. Taysom
/s/ G LENN G. C OHEN
Director February 17, 2026
Glenn G. Cohen
/s/ J EFFREY J. D ONNELLY
Director February 17, 2026
Jeffrey J. Donnelly
/s/ D ENEEN L. D ONNLEY
Director February 17, 2026
Deneen L. Donnley
/s/ M ARY M. H AGER
Director February 17, 2026
Mary M. Hager
/s/ B ARBARA B. L ANG
Director February 17, 2026
Barbara B. Lang
/s/ S TEPHEN E. L EWIS
Director February 17, 2026
Stephen E. Lewis
/s/ C. B RENT S MITH
Chief Executive Officer and Director February 17, 2026
C. Brent Smith (Principal Executive Officer)
/s/ S HERRY L. R EXROAD
Chief Financial Officer and Executive Vice-President February 17, 2026
Sherry L. Rexroad (Principal Financial Officer)
/s/ L AURA P. M OON
Chief Accounting Officer February 17, 2026
Laura P. Moon (Principal Accounting Officer)
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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Financial Statements Page
Report of Independent Registered Public Accounting Firm (PCAOB Firm # 34 )
F- 2
Consolidated Balance Sheets as of December 31, 2025 and 2024
F- 4
Consolidated Statements of Operations for the Years December 31, 2025, 2024, and 2023
F- 5
Consolidated Statements of Comprehensive Income/(Loss) for the Years Ended December 31, 2025, 2024, and 2023
F- 6
Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2025, 2024, and 2023
F- 7
Consolidated Statements of Cash Flows for the Years Ended December 31, 2025, 2024, and 2023
F- 8
Notes to Consolidated Financial Statements
F- 9
Financial Statement Schedule
Schedule III - Real Estate Assets and Accumulated Depreciation
S- 1
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Index to Financial Statements
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the stockholders and the Board of Directors of Piedmont Realty Trust, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Piedmont Realty Trust, Inc. and subsidiaries (the "Company") as of December 31, 2025 and 2024, 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, 2025, 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, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 17, 2026, expressed an unqualified opinion on the Company's internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Rental and Tenant Reimbursement Revenue - Refer to Note 2 and Note 9 to the financial statements
Critical Audit Matter Description
Rental and tenant reimbursement revenue consists of income 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 revenue, 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
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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 internal 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 certain 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.
/s/ Deloitte & Touche LLP
Atlanta, Georgia
February 17, 2026
We have served as the Company's auditor since 2018.
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PIEDMONT REALTY TRUST, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per-share amounts)
December 31, 2025 December 31, 2024
Assets:
Real estate assets, at cost:
Land $ 545,102 $ 552,744
Buildings and improvements, less accumulated depreciation of $ 1,278,600 and $ 1,150,892 as of December 31, 2025 and December 31, 2024, respectively
2,787,669 2,743,912
Intangible lease assets, less accumulated amortization of $ 73,824 and $ 75,982 as of December 31, 2025 and December 31, 2024, respectively
44,371 60,479
Construction in progress 44,567 104,104
Total real estate assets 3,421,709 3,461,239
Cash and cash equivalents 731 109,637
Tenant receivables
6,155 5,524
Straight-line rent receivables 214,285 193,783
Restricted cash and escrows 3,060 4,245
Prepaid expenses and other assets 20,857 25,792
Goodwill 53,491 53,491
Interest rate swaps
— 671
Deferred lease costs, less accumulated amortization of $ 209,155 and $ 204,150 as of December 31, 2025 and December 31, 2024, respectively
311,066 260,269
Total assets $ 4,031,354 $ 4,114,651
Liabilities:
Unsecured debt, net of discount and unamortized debt issuance costs of $ 23,368 and $ 20,077 as of December 31, 2025 and December 31, 2024, respectively
$ 2,035,890 $ 2,029,923
Secured debt
188,822 192,423
Accounts payable, accrued expenses, and accrued capital expenditures 172,880 149,048
Dividends payable — 15,298
Deferred income 112,124 107,030
Intangible lease liabilities, less accumulated amortization of $ 35,036 and $ 33,641 as of December 31, 2025 and December 31, 2024, respectively
24,824 32,794
Interest rate swaps 111 8
Total liabilities 2,534,651 2,526,524
Commitments and Contingencies ( Note 7 )
— —
Stockholders’ Equity:
Shares-in-trust, 150,000,000 shares authorized, none outstanding as of December 31, 2025 or December 31, 2024
— —
Preferred stock, no par value, 100,000,000 shares authorized, none outstanding as of December 31, 2025 or December 31, 2024
— —
Common stock, $ 0.01 par value; 750,000,000 shares authorized, 124,519,278 shares issued and outstanding as of December 31, 2025; and 124,083,038 shares issued and outstanding at December 31, 2024
1,245 1,241
Additional paid-in capital 3,730,273 3,723,680
Cumulative distributions in excess of earnings ( 2,227,350 ) ( 2,128,194 )
Accumulated other comprehensive loss ( 8,967 ) ( 10,123 )
Piedmont stockholders’ equity 1,495,201 1,586,604
Noncontrolling interest 1,502 1,523
Total stockholders’ equity 1,496,703 1,588,127
Total liabilities and stockholders’ equity $ 4,031,354 $ 4,114,651
See accompanying notes.
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PIEDMONT REALTY TRUST, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share and per-share amounts)
Years Ended December 31,
2025 2024 2023
Revenues:
Rental and tenant reimbursement revenue $ 537,985 $ 544,064 $ 555,313
Property management fee revenue 348 1,738 1,729
Other property related income 26,661 24,522 20,714
564,994 570,324 577,756
Expenses:
Property operating costs 227,874 234,124 235,091
Depreciation 166,528 156,833 148,458
Amortization 60,560 69,706 87,756
Impairment charges — 33,832 29,446
General and administrative 30,587 35,423 29,190
485,549 529,918 529,941
Other income (expense):
Interest expense ( 128,005 ) ( 122,984 ) ( 101,258 )
Other income 734 4,345 3,940
Loss on early extinguishment of debt ( 37,788 ) ( 386 ) ( 820 )
Gain/(loss) on sale of real estate assets 2,013 ( 445 ) 1,946
( 163,046 ) ( 119,470 ) ( 96,192 )
Net loss ( 83,601 ) ( 79,064 ) ( 48,377 )
Net income applicable to noncontrolling interest ( 19 ) ( 5 ) ( 10 )
Net loss applicable to Piedmont $ ( 83,620 ) $ ( 79,069 ) $ ( 48,387 )
Per share information— basic and diluted:
Net loss applicable to common stockholders $ ( 0.67 ) $ ( 0.64 ) $ ( 0.39 )
Weighted-average shares outstanding—basic and diluted 124,435,499 123,938,819 123,658,622
See accompanying notes.
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PIEDMONT REALTY TRUST, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/(LOSS)
(in thousands)
Years Ended December 31,
2025 2024 2023
Net loss applicable to Piedmont $ ( 83,620 ) $ ( 79,069 ) $ ( 48,387 )
Other comprehensive income/(loss):
Effective portion of gain on derivative instruments that are designated and qualify as cash flow hedges (See Note 4 )
287 3,005 2,626
Plus: Reclassification of net (gain)/loss included in net income (See Note 4 )
869 ( 3,710 ) ( 3,365 )
Other comprehensive income/(loss) 1,156 ( 705 ) ( 739 )
Comprehensive loss applicable to Piedmont
$ ( 82,464 ) $ ( 79,774 ) $ ( 49,126 )
See accompanying notes.
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PIEDMONT REALTY TRUST, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(in thousands, except per-share amounts)
Common Stock Additional
Paid-In
Capital Cumulative
Distributions in
Excess of Earnings Accumulated
Other
Comprehensive
Income/(Loss) Noncontrolling
Interest Total
Stockholders’
Equity
Shares Amount
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 loss 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
— — — ( 61,978 ) — ( 40 ) ( 62,018 )
Shares issued and amortized under the 2007 Omnibus Incentive Plan, net of tax 368 4 7,123 — — — 7,127
Net income applicable to noncontrolling interest — — — — — 5 5
Net loss applicable to Piedmont — — — ( 79,069 ) — — ( 79,069 )
Other comprehensive loss — — — — ( 705 ) — ( 705 )
Balance, December 31, 2024 124,083 1,241 3,723,680 ( 2,128,194 ) ( 10,123 ) 1,523 1,588,127
Offering costs — — ( 604 ) — — — ( 604 )
Dividends to common stockholders ($ 0.125 per share) and stockholders of subsidiaries
— — — ( 15,536 ) — ( 40 ) ( 15,576 )
Shares issued and amortized under the 2007 Omnibus Incentive Plan, net of tax 436 4 7,197 — — — 7,201
Net income applicable to noncontrolling interest — — — — — 19 19
Net loss applicable to Piedmont — — — ( 83,620 ) — — ( 83,620 )
Other comprehensive income — — — — 1,156 — 1,156
Balance, December 31, 2025 124,519 $ 1,245 $ 3,730,273 $ ( 2,227,350 ) $ ( 8,967 ) $ 1,502 $ 1,496,703
See accompanying notes.
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PIEDMONT REALTY TRUST, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Years Ended December 31,
2025 2024 2023
Cash Flows from Operating Activities:
Net loss $ ( 83,601 ) $ ( 79,064 ) $ ( 48,377 )
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation 166,528 156,833 148,458
Amortization of debt issuance costs inclusive of settled interest rate swaps
8,118 6,807 5,854
Other amortization 57,589 64,100 78,388
Impairment charges — 33,832 29,446
Loss on early extinguishment of debt 37,788 386 287
Reduction of general reserve for uncollectible accounts — — ( 1,000 )
Stock compensation expense 9,666 9,552 8,093
Gain on sale of real estate assets ( 2,013 ) 445 ( 1,946 )
Changes in other operating assets and liabilities:
Increase in tenant and straight-line rent receivables
( 23,556 ) ( 11,825 ) ( 14,120 )
Decrease/(increase) in prepaid expenses and other assets
3,429 1,022 ( 10,693 )
Increase/(decrease) in accounts payable and accrued expenses
( 18,237 ) 14,440 19,260
Increase/(decrease) in deferred income
( 15,146 ) 1,584 ( 3,519 )
Net cash provided by operating activities
140,565 198,112 210,131
Cash Flows from Investing Activities:
Capitalized expenditures ( 157,241 ) ( 212,108 ) ( 158,191 )
Sales proceeds from wholly-owned properties
31,351 74,892 1,946
Deferred lease costs paid ( 49,458 ) ( 49,400 ) ( 39,775 )
Net cash used in investing activities
( 175,348 ) ( 186,616 ) ( 196,020 )
Cash Flows from Financing Activities:
Debt issuance and other costs paid ( 1,684 ) ( 2,371 ) ( 2,318 )
Proceeds from debt 998,043 918,972 1,412,659
Repayments of debt ( 1,002,343 ) ( 754,610 ) ( 1,344,967 )
Premiums paid and costs to repurchase senior notes ( 35,572 ) — —
Costs of issuance of common stock ( 604 ) ( 185 ) —
Value of shares withheld for payment of taxes related to employee stock compensation
( 2,274 ) ( 1,762 ) ( 1,757 )
Dividends paid
( 30,874 ) ( 61,864 ) ( 93,122 )
Net cash (used in)/provided by financing activities
( 75,308 ) 98,180 ( 29,505 )
Net increase/(decrease) in cash, cash equivalents, and restricted cash and escrows ( 110,091 ) 109,676 ( 15,394 )
Cash, cash equivalents, and restricted cash and escrows, beginning of year 113,882 4,206 19,600
Cash, cash equivalents, and restricted cash and escrows, end of year $ 3,791 $ 113,882 $ 4,206
See accompanying notes.
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Index to Financial Statements
PIEDMONT REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2025, 2024, AND 2023
1. Organization
Piedmont Realty Trust, Inc. (“Piedmont”) (NYSE: PDM) is a Maryland corporation that operates in a manner so as to qualify as a real estate investment trust (“REIT”) for federal income tax purposes and engages in the ownership, management, development, redevelopment, and operation of high-quality, Class A office properties located primarily in major U.S. Sunbelt markets. Piedmont was incorporated in 1997 and commenced operations in 1998. Piedmont conducts business through its wholly-owned subsidiary, Piedmont Operating Partnership, L.P. (“Piedmont OP”), a Delaware limited partnership. Piedmont OP owns properties directly, through wholly-owned subsidiaries, and through various joint ventures which it controls. 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, 2025, Piedmont owned and operated a portfolio comprised of 29 in-service projects and three redevelopment projects. The in-service office projects total approximately 14.9 million square feet (unaudited) of primarily Class A office space and were 89.6 % leased as of December 31, 2025.
2. Summary of Significant Accounting Policies
Basis of Presentation and Principles of Consolidation
The consolidated financial statements of Piedmont are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and include the accounts of Piedmont, Piedmont’s wholly-owned subsidiaries, any variable interest entity ("VIE") of which Piedmont or any of its wholly-owned subsidiaries is considered to have the power to direct the activities of the entity and the obligation to absorb losses/right to receive benefits, or any entity in which Piedmont or any of its wholly-owned subsidiaries owns a controlling interest. In determining whether Piedmont or Piedmont OP has a controlling interest, the following factors, among others, are considered: equity ownership, voting rights, protective rights of investors, and participatory rights of investors.
Piedmont owns a majority interest in four properties through three joint ventures. Two of these joint ventures, 1201 and 1225 Eye Street, NW Associates, own the 1201 and 1225 Eye Street buildings, respectively, in Washington, D.C. The other joint venture, Piedmont-CNL Towers Orlando, LLC, owns CNL Center I and II, in Orlando, Florida. All three joint venture investments are consolidated under the voting model. Accordingly, Piedmont’s consolidated financial statements include the accounts of 1201 Eye Street, NW Associates, LLC, 1225 Eye Street, NW Associates, LLC, and Piedmont-CNL Towers Orlando, LLC.
All inter-company balances and transactions have been eliminated upon consolidation.
Further, Piedmont has formed special purpose entities to acquire and hold real estate. Each special purpose entity is a separate legal entity and consequently the assets of the special purpose entities are not available to all creditors of Piedmont. The assets owned by these special purpose entities are being reported on a consolidated basis with Piedmont’s assets for financial reporting purposes only.
Use of Estimates
The preparation of the accompanying consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the accompanying consolidated financial statements and notes. The most significant of these estimates includes the underlying cash flows and holding periods used in assessing impairment, judgments regarding the recoverability of goodwill including the assumptions associated with the capitalization rates and discount rates used in valuing the properties in each reporting unit, and the assessment of the collectability of receivables. While Piedmont has made, what it believes to be, appropriate accounting estimates based on the facts and circumstances available as of the reporting date, actual results could materially differ from those estimates.
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Real Estate Assets
Piedmont classifies its real estate assets as long-lived assets held for use or as long-lived assets held for sale. Held for use assets are stated at cost, as adjusted for any impairment loss, less accumulated depreciation. Held for sale assets are carried at lower of depreciated cost or estimated fair value, less estimated costs to sell. Piedmont generally reclassifies assets as held for sale once a sales contract has been executed and earnest money has become non-refundable.
Amounts capitalized to real estate assets consist of the cost of acquisition or construction, any tenant improvements or major improvements, betterments that extend the useful life of the related asset, and transaction costs associated with the acquisition of an individual asset that does not qualify as a business combination. All repairs and maintenance are expensed as incurred. Additionally, Piedmont capitalizes interest and other costs such as taxes and insurance while the development, or redevelopment, of a real estate asset is in progress.
Piedmont’s real estate assets are depreciated or amortized using the straight-line method over the following useful lives:
Buildings 40 years
Building improvements 5 - 25 years
Land improvements 20 - 25 years
Tenant allowances Lease term
Furniture, fixtures, and equipment 3 - 10 years
Intangible lease assets and liabilities
Lease term
Piedmont continually monitors events and changes in circumstances that could indicate that the carrying amounts of the real estate and related intangible assets of operating properties in which Piedmont has an ownership interest, either directly or through investments in joint ventures, may not be recoverable. When indicators of potential impairment are present, management assesses whether the respective carrying values will be recovered from the undiscounted future operating cash flows expected from the use of the asset and its eventual disposition for assets held for use, or from the estimated fair values, less costs to sell, for assets held for sale. In the event that the expected undiscounted future cash flows for assets held for use or the estimated fair value, less costs to sell, for assets held for sale do not exceed the respective asset carrying value, management adjusts such assets to the respective estimated fair values and recognizes an impairment loss. Estimated fair values are calculated based on the following information, depending upon availability, in order of preference: (i) recently quoted market prices, (ii) market prices for comparable properties, or (iii) the present value of undiscounted cash flows, including estimated sales value (which is based on key assumptions such as estimated market rents, lease-up periods, estimated lease terms, and capitalization and discount rates) less estimated selling costs.
Fair Value of Assets and Liabilities of Acquired Properties
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. 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. Management relies on a sales comparison approach using closed land sales and listings in determining the land value, and determines the as-if-vacant estimated fair value of a property using methods similar to those used by independent appraisers. Factors considered by management in performing these analyses include an estimate of carrying costs during the expected lease-up periods considering current market conditions and costs to execute similar leases. In estimating carrying costs, management includes real estate taxes, insurance, and other operating expenses and estimates of lost rental revenue during the expected lease-up periods based on current market demand. Management also estimates the cost to execute similar leases including leasing commissions, legal, and other related costs.
The estimated fair values of above-market and below-market in-place leases are recorded based on the present value (using an interest rate which reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to the in-place leases and (ii) management’s estimate of market rates for the corresponding in-place leases, measured over a period equal to the remaining terms of the leases, taking into consideration the probability of renewals for any
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Index to Financial Statements
below-market leases. The capitalized above-market and below-market lease values are recorded as intangible lease assets or liabilities and amortized as an adjustment to rental revenues over the remaining terms of the respective leases.
The estimated fair values of in-place leases include an estimate of the direct costs associated with obtaining the acquired or "in place" tenant, estimates of opportunity costs associated with lost rentals that are avoided by acquiring an in-place lease. The amount capitalized as a direct cost associated with obtaining a tenant includes commissions, tenant improvements, and other direct costs and is estimated based on management’s consideration of current market costs to execute a similar lease. These direct lease origination costs are included in deferred lease costs in the accompanying consolidated balance sheets and are amortized to expense over the remaining terms of the respective leases. The value of opportunity costs is calculated using the contractual amounts to be paid pursuant to the in-place leases over a market absorption period for a similar lease. These lease intangibles are included in intangible lease assets in the accompanying consolidated balance sheets and are amortized to expense over the remaining terms of the respective leases.
Intangible assets and liabilities recorded as of December 31, 2025 and 2024, respectively, are as follows (in thousands):
December 31, 2025 December 31, 2024
Intangible Lease Assets:
Above-Market In-Place Lease Assets $ 124 $ 218
Less Accumulated Amortization
( 67 ) ( 130 )
$ 57 $ 88
In-Place Lease Valuation $ 118,071 $ 136,243
Less Accumulated Amortization
( 73,757 ) ( 75,852 )
$ 44,314 $ 60,391
Intangible Lease Origination Costs (included as component of Deferred Lease Costs) $ 171,823 $ 192,979
Less Accumulated Amortization
( 107,345 ) ( 107,301 )
$ 64,478 $ 85,678
Intangible Lease Liabilities (Below-Market In-Place Leases) $ 59,860 $ 66,435
Less Accumulated Amortization
( 35,036 ) ( 33,641 )
$ 24,824 $ 32,794
For the years ended December 31, 2025, 2024, and 2023, respectively, Piedmont recognized amortization of intangible lease costs in the accompanying consolidated statements of operations, as follows (in thousands):
2025 2024 2023
Amortization of Intangible Lease Origination Costs and In-Place Lease Valuation included in Amortization $ 37,252 $ 48,652 $ 68,642
Amortization of Above-Market and Below-Market In-Place Lease Intangibles as a net increase to Rental and Tenant Reimbursement Revenue $ 7,937 $ 10,020 $ 13,830
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Net intangible assets and liabilities as of December 31, 2025 will be amortized as follows (in thousands):
Intangible Lease Assets
Above-Market
In-place
Lease Assets In-Place Lease Valuation Intangible Lease
Origination Costs
Below-Market
In-place Lease
Liabilities
For the year ending December 31:
2026 $ 14 $ 12,436 $ 17,174 $ 6,430
2027 14 10,051 14,541 5,535
2028 13 7,934 11,748 4,724
2029 7 5,921 8,718 3,836
2030 7 4,621 6,978 2,980
Thereafter 2 3,351 5,319 1,319
$ 57 $ 44,314 $ 64,478 $ 24,824
Weighted-Average Amortization Period (in years) 5 5 5 5
Cash and Cash Equivalents
Piedmont considers all highly-liquid investments purchased with an original maturity of three months or less to be cash equivalents. 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 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
Tenant receivables are comprised of rental and reimbursement billings due from tenants, and straight-line rent receivables representing the cumulative amount of future adjustments necessary to present rental income on a straight-line basis. Piedmont evaluates the collectability of its operating lease receivables on a tenant/lease-specific basis and recognizes changes in the collectability assessment of its operating lease receivables as a reduction of rental and tenant reimbursement revenues.
Allowance for Doubtful Accounts
As detailed above, Piedmont records contra-revenue adjustments to reduce tenant and straight-line rent receivables for specific accounts deemed to not be probable of collection. Piedmont regularly evaluates the collectability of its lease related receivables. Management's evaluation of collectability primarily consists of reviewing the credit quality of the tenant, historical trends of repayment, and changes in payment terms. During the year ended December 31, 2020, Piedmont also established an allowance for doubtful accounts due to the general uncertainty regarding collectability of certain tenant receivables during the COVID-19 pandemic. The majority of this allowance was ultimately not used and the final $ 1.0 million was fully reversed during the year ended December 31, 2023.
Restricted Cash and Escrows
Restricted cash and escrows principally relate to the following types of items:
• escrow accounts held by lenders to pay future real estate taxes, insurance, debt service, and tenant improvements;
• net sales proceeds from property sales held by qualified intermediary for potential Section 1031 exchange;
• earnest money paid in connection with future acquisitions; and
• security and utility deposits paid by tenants per the terms of their respective leases.
Restricted cash and escrows are generally reclassified to other asset or liability accounts upon being used to purchase assets, satisfy obligations, or settle tenant obligations.
Prepaid Expenses and Other Assets
Prepaid expenses and other assets are primarily comprised of the following items:
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• prepaid property taxes, insurance and operating costs;
• receivables which are unrelated to tenants, for example, insurance proceeds receivable from insurers related to casualty losses; and
• equipment, furniture and fixtures, and tenant improvements for Piedmont’s corporate office and property management office space, net of accumulated depreciation.
Prepaid expenses and other assets will be expensed as utilized or depreciated in the case of Piedmont's corporate assets. Balances without a future economic benefit are expensed as they are identified.
Goodwill
Goodwill is the excess of cost of an acquired entity over the amounts specifically assigned to assets acquired and liabilities assumed in purchase accounting for business combinations, and is allocated to each of Piedmont's reporting units. (See Note 13 below for further detail). Piedmont tests the carrying value of the goodwill assigned to each of its reporting units 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. Such interim circumstances may include, but are not limited to, significant adverse changes in legal factors or in the general business climate, adverse action or assessment by a regulator, unanticipated competition, the loss of key personnel, or persistent declines in an entity’s stock price below the carrying value of the entity.
In performing its goodwill impairment assessment, Piedmont compares the estimated fair value of each of its reporting units to the reporting unit’s carrying value. If Piedmont concludes that the fair value of a reporting unit is less than its carrying value, then Piedmont would recognize a goodwill 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).
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. 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.
As a result of impairment assessments performed during the year ended December 31, 2023, 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 charges relative to goodwill was recognized for the years ended December 31, 2025 and 2024.
Interest Rate Derivatives
Piedmont has periodically entered into interest rate derivative agreements to hedge its exposure to changing interest rates. As of December 31, 2025 and 2024, all of Piedmont's interest rate derivatives were designated as effective cash flow hedges and carried on the balance sheet at estimated fair value. Piedmont reassesses the effectiveness of its derivatives designated as cash flow hedges on a regular basis to determine if they continue to be highly effective and if the forecasted transactions remain highly probable. Piedmont does not use derivatives for trading or speculative purposes.
The changes in estimated fair value of interest rate swap agreements designated as effective cash flow hedges are recorded in other comprehensive income (“OCI”), and subsequently reclassified to earnings when the hedged transactions occur. The estimated fair value of the interest rate derivative agreement is recorded as interest rate derivative asset or as interest rate derivative liability in the accompanying consolidated balance sheets. Amounts received or paid under interest rate derivative agreements are recorded as reductions or additions to interest expense in the consolidated statements of operations as incurred. Additionally, when Piedmont settles forward starting swap agreements, any gain or loss is recorded as accumulated other comprehensive income and is amortized to interest expense over the term of the respective notes on a straight line basis (which approximates the effective interest method). Further, Piedmont classifies cash flows from the settlement of hedging derivative instruments in the same category as the underlying exposure which is being hedged. 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.
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Index to Financial Statements
Deferred Lease Costs
Deferred lease costs are comprised of costs and incentives incurred to acquire operating leases. 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.
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:
• Approximately $ 44.5 million, $ 47.7 million, and $ 56.1 million of deferred lease costs are included in amortization expense for the years ended December 31, 2025, 2024, and 2023, respectively; and
• Approximately $ 4.6 million, $ 4.2 million, and $ 4.4 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, 2025, 2024, and 2023, respectively.
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. If there is no remaining lease term and no other obligation to provide the tenant space in the property, then any unamortized tenant-specific costs are recognized immediately.
Debt
When mortgage debt is assumed upon the acquisition of real property, Piedmont adjusts the loan to relative fair value with a corresponding adjustment to building and other intangible assets assumed as part of the purchase. The fair value adjustment is amortized to interest expense over the term of the loan using the effective interest method. Piedmont had no such adjustments for the three years ended December 31, 2025.
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. Piedmont recorded discount amortization of approximately $ 1.1 million, $ 0.7 million and $ 0.7 million for the years ended December 31, 2025, 2024, and 2023, respectively.
Piedmont presents all debt issuance costs as an offset to the principal amount of debt in the accompanying consolidated balance sheets. Piedmont amortizes these costs to interest expense on a straight-line basis (which approximates the effective interest rate method) over the terms of the related financing arrangements. Piedmont recognized amortization of such costs for the years ended December 31, 2025, 2024, and 2023 of approximately $ 5.1 million, $ 4.4 million, and $ 4.7 million, respectively.
Deferred income
Deferred income is primarily comprised of the following items:
• prepaid rent from tenants;
• tenant reimbursements related to operating expense or property tax expenses which may be due to tenants as part of an annual operating expense reconciliation; and
• tenant improvement allowance overages or improvements funded by the tenant where Piedmont owns the underlying improvements.
Deferred income related to prepaid rents from tenants will be recognized as rental income in the period it is earned. Amounts related to operating expense reconciliations or property tax expense are relieved when the tenant's reconciliation is completed in accordance with the underlying lease, and payment is issued to the tenant. Tenant improvement allowance overages or improvements paid for by the tenant, where Piedmont owns all of the underlying improvements, are recorded as deferred income and amortized on a straight-line basis into rental and tenant reimbursement revenue over the term of the respective leases.
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Index to Financial Statements
Shares-in-trust
To date, Piedmont has not issued any shares-in-trust; 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.
Preferred Stock
To date, Piedmont has not issued any shares of preferred stock; however, Piedmont is authorized to issue up to 100,000,000 shares of one or more classes or series of preferred stock. 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.
Common Stock
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.
Equity Securities Issued At-The-Market
Under Piedmont's at-the-market stock offering program ("ATM program"), Piedmont may offer and sell shares of its common stock from time to time in “at-the-market” offerings with an aggregate gross sales price of up to $ 250 million. In connection with the ATM Program, Piedmont may, at its discretion, enter into forward equity sale agreements. The use of a forward equity sale agreement would allow Piedmont to lock in a share price on the sale of shares of its common stock at the time the agreement is executed, but defer receiving the proceeds from the sale of shares until a later date, allowing Piedmont to better align such funding with its capital needs. Sales of shares of Piedmont’s common stock through its banking relationships, if any, will be made in amounts and at times to be determined by Piedmont from time to time, but Piedmont has no obligation to sell any of the shares in the offering and may suspend sales in connection with the offering at any time. Sales of Piedmont's common stock under forward equity sale agreements, if undertaken, meet the derivatives and hedging guidance scope exception to be accounted for as equity instruments based on the following assessments: (i) none of the agreements’ exercise contingencies were based on observable markets or indices besides those related to the market for Piedmont's own stock price and operations; and (ii) none of the settlement provisions precluded the agreements from being indexed to Piedmont's own stock.
Underwriting commissions and offering costs incurred in connection with all common equity offerings, including any potential issuances under Piedmont's ATM Program, are reflected as a reduction of additional paid-in capital.
Dividends
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”).
Noncontrolling Interest
Noncontrolling interest is the equity interest of consolidated entities that is not owned by Piedmont. Noncontrolling interest is adjusted for the noncontrolling partners' share of contributions, distributions, and earnings (losses) in accordance with the respective partnership agreement. Earnings allocated to such noncontrolling partners are recorded as income applicable to noncontrolling interest in the accompanying consolidated statements of operations.
Revenue Recognition
Piedmont's revenues consist of the following:
Rental and tenant reimbursement income - consists of revenue from leases with Piedmont's tenants, as well as reimbursements for services prescribed by such leases. 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 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.
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Index to Financial Statements
In most lease arrangements, Piedmont finances improvements to leased space and is deemed the owner of the tenant improvements. The determination of who owns the improvements, whether payments to tenants constitute lease incentives or tenant improvements, and the timing of revenue recognition requires the exercise of significant judgment based on the facts and circumstances of the specific lease arrangement and is not based on any one factor. When evaluating whether Piedmont or its tenant owns the improvements, management 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 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 a significant residual value that could benefit the landlord at the end of the lease term.
These tenant improvements are recorded as capital assets by Piedmont and depreciated, typically over the lease term. Payments made by tenants for tenant improvements owned by Piedmont are treated as deferred income and amortized into rental and tenant reimbursement revenue over the lease term.
The timing of rental revenue recognition is largely dependent on our conclusion as to whether Piedmont, or its tenant, is the owner of tenant improvements at the leased property. When Piedmont owns the tenant improvements, rental revenue recognition begins when the tenant takes possession of or controls the finished space, which is typically when the improvements being recorded as Piedmont's asset are substantially complete. In some instances, Piedmont may cede control of the leased space to the tenant to be responsible for tenant-owned improvements for the space. In such arrangements, payments made by Piedmont to its tenant are treated as lease incentives and amortized as a reduction to rental and tenant reimbursement revenue over the lease term, which typically begins once the tenant takes possession of the unimproved space.
Lease payments are typically comprised of both fixed base rental payments and separately billed variable lease payments for reimbursement of services performed by Piedmont for the tenant as prescribed by the lease. Fixed base rental payments, as well as any fixed portion of reimbursement income, are recognized on a straight-line basis over the lease term. Tenant reimbursements are recognized as revenue in the period that the related operating cost is incurred. Rents and tenant reimbursements collected in advance are recorded as deferred income in the accompanying consolidated balance sheets.
Property management fee revenue - consists of revenue earned by Piedmont related to operating and managing office properties owned by other third-parties. Such income is within the scope of ASC 606, Revenue from Contracts with Customers ("ASC 606"). Because property management services represent a performance obligation that is satisfied over the length of the contract, not at any specific point in time, and has the same measure of transfer (time elapsed), property management fee revenue is recognized over time. Any variable consideration transferred as part of these management agreements is recognized in the quarter that the underlying cash receipts are collected, consistent with the allocation objective of allocating the transaction price in an amount that depicts the amount of consideration to which Piedmont expects to be entitled in exchange for transferring the promised service to the customer.
Other property related income - consists of all other property related income from Piedmont's customers (tenants) that is not derived from a contract meeting the definition of a lease and is therefore also within the scope of ASC 606. Examples of such income include parking revenue and income from licenses with unrelated third-parties to place antennae and/or fiber optic cables in or on Piedmont's buildings. These services also represent a performance obligation that is satisfied over the length of the contract, not at any specific point in time, and has the same measure of transfer (time elapsed); therefore, revenue related to these licenses is also recognized over time.
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 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. Property dispositions with no continuing
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Index to Financial Statements
involvement will continue to be recognized upon closing of the sale. In circumstances where Piedmont extends seller financing as part of a sale of real estate assets, Piedmont assesses the collectability of the notes receivable as of each reporting period end. Notes receivable that are deemed to be uncollectible or fully in default are reduced to their net realizable value, which approximates their fair value.
Stock-based Compensation
Piedmont has issued stock-based compensation in the form of deferred stock units to its employees and board of directors. 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, 2025 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. 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.
Net Income Available to Common Stockholders Per Share
Net income per share-basic is calculated as net income available to common stockholders divided by the weighted average number of common shares outstanding during the period. 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 the dilutive effect of nonvested restricted stock. The dilutive effect of nonvested restricted stock is calculated using the treasury stock method to determine the number of additional common shares that would become outstanding if the remaining unvested restricted stock awards vested. Further, Piedmont has elected to use the "end of the reporting period" convention when using the treasury stock method to calculate the dilutive effect of any shares issued pursuant to forward equity sale agreements in connection with Piedmont's ATM Program described above. Under this methodology, the assumed sale proceeds are calculated using the closing price of Piedmont's stock as of the end of the respective reporting period. As Piedmont recognized a net loss for the years ended December 31, 2025, 2024 and 2023, earnings per share is computed using basic weighted-average common shares outstanding.
Income Taxes
Piedmont has elected to be taxed as a REIT under the Code, and has operated as such, beginning with its taxable year ended December 31, 1998. To qualify as a REIT, Piedmont must meet certain organizational and operational requirements, including a requirement to distribute at least 90% of its annual REIT taxable income. As a REIT, Piedmont is generally not subject to federal income taxes, subject to fulfilling, among other things, its taxable income distribution requirement. 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 $( 1,000 ), $( 2,000 ), and $ 39,000 in income tax (expense)/recoveries for the years ended December 31, 2025, 2024, and 2023, 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
Income Statement Expense Disaggregation Disclosures
The Financial Account Standards Board (the "FASB") has 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 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.
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3. Debt
During the year ended December 31, 2025, Piedmont, through Piedmont OP, issued $ 400 million in aggregate principal amount of 5.63 % senior notes (the "$ 400 Million Unsecured Senior Notes"), which mature on January 15, 2033. Upon issuance of the $ 400 Million Unsecured Senior Notes, Piedmont OP received net proceeds of $ 397.5 million, reflecting a discount of approximately $ 2.5 million which will be amortized to interest expense over the seven-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, 2026.
During the year ended December 31, 2025, Piedmont repurchased an aggregate principal amount of approximately $ 312.7 million of the aggregate principal amount of its $ 600 Million Senior Unsecured Notes due 2028, resulting in the recognition of an approximately $ 37.3 million loss on early extinguishment of debt.
During the year ended December 31, 2025, Piedmont, through Piedmont OP, amended its $ 600 Million Unsecured 2022 Line of Credit and its $ 325 Million Unsecured 2024 Term Loan to remove the credit spread adjustment from SOFR-based interest rates thereby reducing its all-in interest rates on each facility by 10 basis points.
During the year ended December 31, 2025, Piedmont amended the $ 200 Million Unsecured 2024 Term Loan (as amended, the "$ 325 Million Unsecured 2024 Term Loan") to increase the principal amount of the loan by $ 125 million to a total of $ 325 million and to add two six-month extension options for a final maturity date of January 29, 2028, provided that Piedmont is not in default as of the extension date and upon payment of extension fees. The net proceeds from the $ 325 Million Unsecured 2024 Term Loan 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. In conjunction with this repayment, Piedmont recognized a loss of approximately $ 0.5 million as a result of expensing unamortized financing costs due to the early extinguishment of debt.
Finally, during the year ended December 31, 2025, 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 that Piedmont is not in default as of the extension date and upon payment of extension fees.
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Index to Financial Statements
The following table summarizes the terms of Piedmont’s indebtedness outstanding as of December 31, 2025 and 2024, including net discounts/premiums and unamortized debt issuance costs (in thousands):
Facility (1)
Stated Rate Effective Rate (2)
Maturity Amount Outstanding as of
2025 2024
Secured (Fixed)
$ 197 Million Fixed-Rate Mortgage
4.10 % 4.10 % 10/1/2028 $ 188,822 $ 192,423
188,822 192,423
Unsecured (Variable and Fixed)
$ 250 Million Unsecured 2018 Term Loan
SOFR + 1.20 %
4.79 % 3/31/2025 — 250,000
$ 600 Million Unsecured 2022 Line of Credit
SOFR + 1.05 %
(3)
4.92 % (4)
6/30/2028 (5)
47,000 —
$ 325 Million Unsecured 2024 Term Loan
SOFR + 1.30 %
(3)
5.38 % (6)
1/29/2027 (7)
325,000 200,000
$ 600 Million Unsecured Senior Notes due 2028
9.25 % 9.25 % 7/20/2028 287,258 600,000
$ 400 Million Unsecured Senior Notes due 2029
6.88 % 7.11 % 7/15/2029 400,000 400,000
$ 300 Million Unsecured Senior Notes due 2030
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
$ 400 Million Unsecured Senior Notes due 2033
5.63 % 5.73 % 1/15/2033 400,000 —
Discounts and unamortized debt issuance costs
( 23,368 ) ( 20,077 )
Subtotal/Weighted Average
5.72 % 2,035,890 2,029,923
Total/Weighted Average
5.58 % $ 2,224,712 $ 2,222,346
(1) All of Piedmont’s outstanding debt as of December 31, 2025 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) The all-in interest rates associated for the SOFR selections are comprised of the basic SOFR interest rate and a stated interest rate spread that can vary from 0.72 % to 1.40 % on the $ 600 Million Unsecured 2022 Line of Credit and 0.85 % to 1.7 % on the $ 325 Million Unsecured 2024 Term Loan based upon the then current credit rating (as defined in the respective loan agreement) of Piedmont or Piedmont OP.
(4) 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.
(5) Piedmont may extend the term of the $ 600 Million Unsecured 2022 Line of Credit for up to two additional years (through two available one-year extensions to a final extended maturity date of June 30, 2030); provided Piedmont is not then in default and upon payment of extension fees.
(6) 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 5.38 % 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.
(7) Piedmont may extend the term for up to 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.
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A summary of Piedmont's consolidated principal outstanding for aggregate debt maturities of its indebtedness as of December 31, 2025, is provided below (in thousands):
2026 $ 3,433
2027 328,894
2028 515,753
2029 400,000
2030 300,000
Thereafter 700,000
Total $ 2,248,080
Piedmont’s weighted-average interest rate as of December 31, 2025 and 2024, for the aforementioned borrowings was approximately 5.58 % and 6.01 %, respectively. Piedmont made interest payments on all indebtedness, including interest rate swap cash settlements, of approximately $ 141.5 million, $ 117.5 million, and $ 81.0 million during the years ended December 31, 2025, 2024, and 2023, respectively. Also, Piedmont capitalized interest of approximately $ 10.9 million, $ 12.9 million, and $ 7.0 million for the years ended December 31, 2025, 2024, and 2023, respectively. As of December 31, 2025, Piedmont believes it was in compliance with all financial covenants associated with its debt instruments. See Note 5 for a description of Piedmont’s estimated fair value of debt as of December 31, 2025.
4. Derivative Instruments
Risk Management Objective of Using Derivatives
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, 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. Piedmont’s objective in using interest rate derivatives is to add stability to interest expense and to manage its exposure to interest rate movements.
Cash Flow Hedges of Interest Rate Risk
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.
During the year ended December 31, 2025, Piedmont terminated eight interest rate swap agreements associated with the $ 250 Million Unsecured 2018 Term Loan in conjunction with paying off the loan. Additionally, Piedmont entered into one new interest rate swap agreement to fully hedge the risk of changes in the interest-related cash flows associated with the additional $ 125 million of principal resulting from the upsized $ 325 Million Unsecured 2024 Term Loan (see Note 3 above) 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 for forecasted transactions is 1 month.
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A detail of Piedmont’s interest rate derivatives outstanding as of December 31, 2025 is as follows:
Interest Rate Derivatives: Number of Swap Agreements Associated Debt Instrument Notional Amount
(in millions) Effective Date Maturity Date
Interest rate swaps 2 $ 325 Million Unsecured 2024 Term Loan
$ 80 2/1/2024 2/1/2026
Interest rate swaps 2 $ 325 Million Unsecured 2024 Term Loan
120 9/3/2024 2/1/2026
Interest rate swaps 1 $ 325 Million Unsecured 2024 Term Loan
125 2/19/2025 2/1/2026
Total $ 325
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. A detail of Piedmont’s interest rate derivatives on a gross and net basis as of December 31, 2025 and 2024, respectively, is as follows (in thousands):
Interest rate swaps classified as: December 31, 2025 December 31, 2024
Gross derivative assets $ — $ 671
Gross derivative liabilities ( 111 ) ( 8 )
Net derivative assets/(liabilities) $ ( 111 ) $ 663
The gain/(loss) on Piedmont's interest rate derivatives, including previously settled forward 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, 2025, 2024, and 2023, respectively, was as follows (in thousands):
Interest Rate Swaps in Cash Flow Hedging Relationships: 2025 2024 2023
Amount of gain recognized in OCI $ 287 $ 3,005 $ 2,626
Amount of previously recorded gain/(loss) reclassified from OCI into Interest Expense
$ ( 869 ) $ 3,710 $ 3,365
Total amount of Interest Expense presented in the consolidated statements of operations
$ ( 128,005 ) $ ( 122,984 ) $ ( 101,258 )
Total amount of Loss on Early Extinguishment of Debt presented in the consolidated statements of operations
$ ( 37,788 ) $ ( 386 ) $ ( 820 )
Piedmont estimates that approximately $ 2.0 million will be reclassified from OCI as an increase in interest expense over the next twelve months, which includes settled swaps amortized over the underlying term of the associate debt facility. Piedmont did not recognize any hedge ineffectiveness on its cash flow hedges during the three years ended December 31, 2025. Additionally, see Note 5 for fair value disclosures of Piedmont's derivative instruments.
Credit-risk-related Contingent Features
Piedmont has agreements with its derivative counterparties that contain a provision whereby if Piedmont defaults on any of its indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender, then Piedmont could also be declared in default on its derivative obligations. 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, or approximately $ 0.1 million as of December 31, 2025 . Add itionally, Piedmont has rights of set-off under certain of its derivative agreements related to potential te rmination fees and amounts payable under the agreements, if a termination were to occur.
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5. Fair Value Measurements of Financial Instruments
Piedmont considers its cash and cash equivalents, tenant receivables, restricted cash and escrows, accounts payable and accrued expenses, interest rate swap agreements, and debt to meet the definition of financial instruments. The following table sets forth the carrying and estimated fair value for each of Piedmont’s financial instruments, as well as its level within the GAAP fair value hierarchy, as of December 31, 2025 and 2024, respectively (in thousands):
December 31, 2025 December 31, 2024
Financial Instrument Carrying Value Estimated
Fair Value Level Within Fair Value Hierarchy Carrying Value Estimated
Fair Value Level Within Fair Value Hierarchy
Assets:
Cash and cash equivalents (1)
$ 731 $ 731 Level 1 $ 109,637 $ 109,637 Level 1
Tenant receivables, net (1)
$ 6,155 $ 6,155 Level 1 $ 5,524 $ 5,524 Level 1
Restricted cash and escrows (1)
$ 3,060 $ 3,060 Level 1 $ 4,245 $ 4,245 Level 1
Interest rate swaps $ — $ — Level 2 $ 671 $ 671 Level 2
Liabilities:
Accounts payable and accrued expenses (1)
$ 26,692 $ 26,692 Level 1 $ 51,035 $ 51,035 Level 1
Interest rate swaps $ 111 $ 111 Level 2 $ 8 $ 8 Level 2
Debt, net $ 2,224,712 $ 2,262,389 Level 2 $ 2,222,346 $ 2,238,531 Level 2
(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, 2025 and 2024; 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, 2025 and 2024. The valuation of these derivative instruments was determined using widely accepted valuation techniques including discounted cash flow analysis based on the contractual terms of the derivatives, including the period to maturity of each instrument, and uses observable market-based inputs, including interest rate curves and implied volatilities. Therefore, the estimated fair values determined are considered to be based on significant other observable inputs (Level 2). In addition, Piedmont considered both its own and the respective counterparties’ risk of nonperformance in determining the estimated fair value of its derivative financial instruments by estimating the current and potential future exposure under the derivative financial instruments as of the valuation date. The credit risk of Piedmont and its counterparties was factored into the calculation of the estimated fair value of the interest rate swaps; however, as of December 31, 2025 and 2024, this credit valuation adjustment did not comprise a material portion of the estimated fair value. Therefore, Piedmont believes that any unobservable inputs used to determine the estimated fair values of its derivative financial instruments are not significant to the fair value measurements in their entirety, and does not consider any of its derivatives to be Level 3 financial instruments.
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6. Impairment Charges
Goodwill Impairment Charges
During the three years ended December 31, 2025, 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 13 ) 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 year ended December 31, 2023, Piedmont determined that the carrying values of its Boston, Minneapolis, and New York 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 in the accompanying consolidated statement of operations . As the carrying value (inclusive of the assigned goodwill balance) of the Boston and Minneapolis 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 these 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 %
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The carrying amount of Piedmont’s goodwill allocated to each of its reportable segments in total and net of accumulated impairment charges, as of December 31, 2025 and 2024 is as follows (in thousands):
Atlanta Dallas Orlando Northern Virginia/
Washington, D.C. Minneapolis New York Boston Total
Balance as of January 1, 2024:
Goodwill $ 18,563 $ 18,525 $ 10,818 $ 15,981 $ 10,957 $ 10,585 $ 13,489 $ 98,918
Accumulated impairment charges — — — ( 15,981 ) ( 10,957 ) ( 5,000 ) ( 13,489 ) ( 45,427 )
$ 18,563 $ 18,525 $ 10,818 $ — $ — $ 5,585 $ — $ 53,491
2024 impairment charges — — — — — — — —
Balance as of December 31, 2024
Goodwill $ 18,563 $ 18,525 $ 10,818 $ 15,981 $ 10,957 $ 10,585 $ 13,489 $ 98,918
Accumulated impairment charges — — — ( 15,981 ) ( 10,957 ) ( 5,000 ) ( 13,489 ) ( 45,427 )
$ 18,563 $ 18,525 $ 10,818 $ — $ — $ 5,585 $ — $ 53,491
2025 impairment charges — — — — — — — —
Balance as of December 31, 2025
Goodwill $ 18,563 $ 18,525 $ 10,818 $ 15,981 $ 10,957 $ 10,585 $ 13,489 $ 98,918
Accumulated impairment charges — — — ( 15,981 ) ( 10,957 ) ( 5,000 ) ( 13,489 ) ( 45,427 )
$ 18,563 $ 18,525 $ 10,818 $ — $ — $ 5,585 $ — $ 53,491
Real Estate Asset Impairment Charges
Piedmont recorded the following real estate asset impairment charges for the years ended December 31, 2025, 2024, and 2023 (in thousands):
Building Reportable Segment 2025 2024 2023
One Lincoln Park Dallas $ — $ 932 $ —
750 West John Carpenter Freeway Dallas — 17,500 —
80 and 90 Central Street Boston — 10,000 —
161 Corporate Center
Dallas — 5,400 —
Total impairment charge on real estate assets
$ — $ 33,832 $ —
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 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 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 80 and 90 Central Street and 161 Corporate Center buildings were subsequently sold during the year ended December 31, 2025, and the One Lincoln Park and 750 West John Carpenter Freeway buildings were sold during the year ended December 31, 2024 (see Note 10 for further details).
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7. Commitments and Contingencies
Commitments Under Existing Lease Agreements
As a recurring part of its business, Piedmont is typically required under its executed lease agreements to fund tenant improvements, leasing commissions, and building improvements. These commitments are capitalized as the related expenditures are incurred. 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, 2025, Piedmont had no individual tenant allowance commitments greater than $ 10 million.
Contingencies Related to Tenant Audits/Disputes
Certain lease agreements include provisions that grant tenants the right to engage independent auditors to audit their annual operating expense reconciliations. Such audits may result in different interpretations of language in the lease agreements from that made by Piedmont, whic h could result in requests for refunds of previously recognized tenant reimbursement revenues, resulting in financial loss to Piedmont. There were no such reductions during the three years ended December 31, 2025 or 2024.
Litigation
Piedmont is from time to time a party to legal proceedings, which arise in the ordinary course of its business. None of these ordinary course legal proceedings are reasonably likely to have a material adverse effect on results of operations or financial condition. Piedmont is not aware of any such legal proceedings contemplated by governmental authorities.
8. Stock Based Compensation
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 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.
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. 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 and is recognized ratably over the performance period.
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A roll forward of Piedmont's equity based award activity for the year ended December 31, 2025 is as follows:
Shares Weighted-Average Grant Date Fair Value
Unvested and Potential Stock Awards as of December 31, 2024
3,018,435 $ 9.20
Deferred Stock Awards Granted
560,810 $ 8.15
Performance Stock Awards Granted 509,686 $ 10.05
Change in Estimated Potential Share Awards based on TSR Performance
597,635 $ 10.71
Performance Stock Awards Vested
( 269,079 ) $ 13.56
Deferred Stock Awards Vested
( 454,161 ) $ 9.04
Deferred Stock Awards Forfeited
( 9,472 ) $ 8.23
Unvested and Potential Stock Awards as of December 31, 2025
3,953,854 $ 9.13
The following table provides additional information regarding stock award activity during the years ended 2025, 2024, and 2023 (in thousands except for per share amounts):
2025 2024 2023
Weighted-Average Grant Date Fair Value per share of Deferred Stock Granted During the Period
$ 8.15 $ 7.89 $ 9.60
Total Grant Date Fair Value of Deferred Stock Vested During the Period
$ 4,104 $ 6,235 $ 5,448
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A detail of Piedmont’s outstanding stock awards and programs as of December 31, 2025 is as follows:
Date of grant Type of Award Net Shares
Granted (1)
Grant
Date Fair
Value Vesting Schedule Unvested and Potential Shares as of December 31, 2025
February 13, 2023 Deferred Stock Award 293,316 $ 10.55 Of the shares granted, 25 % vested on the date of grant, and 25 % will vest on February 13, 2024, 2025, 2026, respectively.
83,852
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. 471,324 (2)
February 23, 2023 Deferred Stock Award 315,943 $ 9.47 Of the shares granted, 25 % will vest on February 23, 2024, 2025, 2026, and 2027 respectively.
161,468
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. 1,035,878 (2)
February 20, 2024 Deferred Stock Award 466,249 $ 6.55 Of the shares granted, 25 % will vest on February 23, 2024, 2025, 2026, and 2027 respectively.
351,387
October 1, 2024 Deferred Stock Award 60,606 $ 9.90 Of the shares granted, 25 % will vest on October 1, 2025, 2026, 2027, and 2028 respectively.
45,455
October 28, 2024 Deferred Stock Award 322,101 $ 10.09 Of the shares granted, 100 % will vest on October 28, 2029.
322,101
February 3, 2025 Deferred Stock Award 429,334 $ 8.52 Of the shares granted, 25 % will vest on February 3, 2026, 2027, 2028, and 2029 respectively.
423,100
February 3, 2025 2025-2027 Performance Share Program — $ 10.05 Shares awarded, if any, will vest immediately upon determination of award in 2028. 937,553
May 15, 2025 Deferred Stock Award-Board of Directors 121,736 $ 6.90 Of the shares granted, 100 % will vest on the earlier of the 2026 Annual Meeting or May 15, 2026.
121,736
Total 3,953,854
(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, 2025.
(2) Estimated based on Piedmont's cumulative TSR for the respective performance period through December 31, 2025. 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, 2025, 2024, and 2023, Piedmont recognized approximately $ 9.7 million, $ 8.4 million and $ 8.1 million, respectively, of compensation expense related to the amortization of unvested and potential stock awards. During the year ended December 31, 2025, a total of 436,240 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, 2025, approximately $ 13.5 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 .
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9. Operating Leases
Piedmont’s real estate assets are leased to tenants under operating leases for which the terms vary, including certain provisions to extend the lease term, options for early terminations subject to specified penalties, and other terms and conditions as negotiated. Piedmont retains substantially all of the risks and benefits of ownership of the real estate assets leased to tenants. Amounts required as security deposits vary depending upon the terms of the respective leases and the creditworthiness of the tenant; however, generally they are not significant. Exposure to credit risk exists to the extent that tenant receivables exceed this amount. Security deposits liabilities related to tenant leases are included in accounts payable, accrued expenses, and accrued capital expenditures in the accompanying consolidated balance sheets.
The future minimum cash rents from Piedmont’s investment in real estate assets under non-cancelable operating leases as of December 31, 2025 is presented below (in thousands):
Years ending December 31:
2026 $ 425,027
2027 410,745
2028 388,905
2029 358,750
2030 310,564
Thereafter 1,301,884
Total $ 3,195,875
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, 2025, 2024, and 2023, respectively, as follows (in thousands):
2025 2024 2023
Fixed payments $ 445,648 $ 445,456 $ 454,405
Variable payments 92,337 98,608 100,908
Total Rental and Tenant Reimbursement Revenue
$ 537,985 $ 544,064 $ 555,313
10. Property Dispositions
The following properties were sold during the years ended December 31, 2025 and 2024, and 2023 (in thousands):
Buildings Sold Location / Reportable Segment Date of Sale Gain/(Loss) on Sale of Real Estate Assets Net Sales Proceeds
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
161 Corporate Center Irving, Texas / Dallas February 18, 2025 $ 108 $ 4,980
80 and 90 Central Boxborough, Massachusetts / Boston May 30, 2025 $ 1,224 $ 25,690
In addition to the amounts disclosed above, Piedmont recognized a gain on sale of real estate assets of $ 0.7 million during the year ended December 31, 2025 related to the return of amounts held in escrow for the 750 West John Carpenter building sold in July 2024. During the year ended December 31, 2023, Piedmont recorded additional gain on sale of the Cambridge Portfolio (originally sold in 2022) as a result of receiving $ 1.9 million in previously escrowed sales proceeds.
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11. Supplemental Disclosures for the Statement of Consolidated Cash Flows
Certain noncash investing and financing activities for the years ended December 31, 2025, 2024, and 2023 (in thousands) are outlined below:
2025 2024 2023
Tenant improvements funded by tenants $ 20,481 $ 15,999 $ 33,472
Changes in accrued capital expenditures and deferred lease costs (1)
$ 26,041 $ 28,915 $ 28,173
Change in accrued dividends
$ ( 15,298 ) $ 154 $ ( 10,215 )
Change in accrued deferred financing costs $ ( 13 ) $ ( 232 ) $ ( 189 )
(1) Accrued capital expenditures and deferred lease costs included in accounts payable, accrued expenses, and accrued capital expenditures as of December 31, 2025, 2024, and 2023 were approximately $ 28.5 million, $ 31.0 million, and $ 30.8 million, respectively.
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, 2025, 2024, and 2023 to the consolidated balance sheets for the respective period (in thousands):
2025 2024 2023
Cash and cash equivalents, beginning of period $ 109,637 $ 825 $ 16,536
Restricted cash and escrows, beginning of period 4,245 3,381 3,064
Total cash, cash equivalents, and restricted cash and escrows as presented in the accompanying consolidated statement of cash flows, beginning of period
$ 113,882 $ 4,206 $ 19,600
Cash and cash equivalents, end of period
$ 731 $ 109,637 $ 825
Restricted cash and escrows, end of period
3,060 4,245 3,381
Total cash, cash equivalents, and restricted cash and escrows as presented in the accompanying consolidated statement of cash flows, end of period $ 3,791 $ 113,882 $ 4,206
Amounts in restricted cash and escrows typically represent: escrow accounts required for future property repairs; escrow accounts for the payment of real estate taxes as required under certain of Piedmont's debt agreements; earnest money deposited by a buyer to secure the purchase of one of Piedmont's properties; or security or utility deposits held for tenants as a condition of their lease agreement.
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12. Income Taxes
Piedmont’s income tax basis net income/(loss) for the years ended December 31, 2025, 2024, and 2023, is calculated as follows (in thousands):
2025 2024 2023
GAAP basis financial statement net loss $ ( 83,620 ) $ ( 79,069 ) $ ( 48,387 )
Increase/(decrease) in net loss resulting from:
Depreciation and amortization expense recognized for financial reporting purposes in excess of amounts recognized for income tax purposes
73,859 80,822 93,791
Rental income accrued for income tax purposes less than amounts for financial reporting purposes
( 34,377 ) ( 23,049 ) ( 18,817 )
Net amortization of above/below-market lease intangibles for income tax purposes in excess of amounts for financial reporting purposes
( 7,503 ) ( 9,266 ) ( 12,049 )
Gain on disposal of property for financial reporting purposes in excess of amounts for income tax purposes
( 20,862 ) ( 20,087 ) —
Taxable income of Piedmont Washington Properties, Inc., in excess of amount for financial reporting purposes
4,184 4,771 6,212
Other expenses, including impairment charges, for financial reporting purposes in excess of amounts for income tax purposes
8,270 42,606 40,173
Taxable income for POH in excess of amount for financial reporting purposes
14 49 61
Income tax basis net income/(loss), prior to dividends paid deduction $ ( 60,035 ) $ ( 3,223 ) $ 60,984
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. The composition of Piedmont’s distributions per common share is presented below:
2025 2024 2023
Ordinary income — % — % 63.22 %
Return of capital 100 % 100 % 34.69 %
Capital gains — % — % 2.09 %
100 % 100 % 100 %
Piedmont elected to be taxed as a REIT under the Code. As a REIT, Piedmont is generally not subject to federal income taxes on distributed taxable income, provided it meets certain regulatory requirements. For the three years ended December 31, 2025 presented in its consolidated financial statements, Piedmont distributed 100 % of its REIT taxable income and accordingly recognized no material federal income tax expense.
Piedmont’s income tax expense relates primarily to immaterial amounts incurred by its TRS and state and local franchise taxes. Management has evaluated the disclosure requirements under the FASB's Accounting Standards Update 2023-09, “Improvements to Income Tax Disclosures,” and believes the disclosures herein consider the materiality and nature of Piedmont’s tax position. Supporting schedules, including detailed rate reconciliations, are maintained by management and may be provided if materiality increases in future periods. Furthermore, Piedmont had no uncertain tax positions as of December 31, 2025 or 2024.
13. Segment Information
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. These operating segments are also Piedmont’s reportable segments . As of December 31, 2025, 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 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. During the periods presented, there have been no
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material inter-segment transactions. The accounting policies of the reportable segments are the same as Piedmont's accounting policies.
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 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.
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 revenues, expenses, and other segment items included in NOI by geographic reportable segment for the year ended December 31, 2025 (in thousands):
Total Revenues Property Operating Costs Other Segment Items NOI
Atlanta $ 180,002 $ 65,960 $ 1,965 $ 116,007
Dallas 102,293 41,992 442 60,743
Orlando 65,816 26,987 197 39,026
Northern Virginia/Washington, D.C. 51,674 23,725 661 28,610
Minneapolis 45,190 22,596 706 23,300
New York 58,503 26,949 80 31,634
Boston 41,424 15,801 46 25,669
Total reportable segments 544,902 224,010 4,097 324,989
Other 20,092 3,864 ( 3,990 ) 12,238
Totals $ 564,994 $ 227,874 $ 107 $ 337,227
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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
Dallas 108,266 46,352 418 62,332
Orlando 59,542 25,836 154 33,860
Northern Virginia/Washington, D.C. 58,846 25,418 658 34,086
Minneapolis 48,578 25,655 630 23,553
New York 55,916 25,796 80 30,200
Boston 45,766 17,512 42 28,296
Total reportable segments 549,043 229,780 3,779 323,042
Other 21,281 4,344 ( 4,439 ) 12,498
Totals $ 570,324 $ 234,124 $ ( 660 ) $ 335,540
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
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Table of Contents
Index to Financial Statements
A reconciliation of Net loss applicable to Piedmont to NOI is presented below (in thousands):
Years Ended December 31,
2025 2024 2023
Net loss applicable to Piedmont $ ( 83,620 ) $ ( 79,069 ) $ ( 48,387 )
Management fee revenue (1)
( 325 ) ( 1,091 ) ( 1,004 )
Depreciation and amortization 227,089 226,540 236,214
Impairment charges — 33,832 29,446
General and administrative expenses 30,587 35,423 29,190
Interest expense 128,005 122,984 101,258
Other income ( 303 ) ( 3,915 ) ( 3,256 )
Loss on early extinguishment of debt 37,788 386 820
(Gain)/loss on sale of real estate assets
( 2,013 ) 445 ( 1,946 )
Net income applicable to noncontrolling interests
19 5 10
NOI $ 337,227 $ 335,540 $ 342,345
(1) Presented net of related operating expenses incurred to earn such management fee revenue. Such operating expenses are a component of property operating costs in the accompanying consolidated statements of operations.
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Table of Contents
Index to Financial Statements
Piedmont Realty Trust, Inc.
Schedule III - Real Estate and Accumulated Depreciation
December 31, 2025
(dollars in thousands)
Initial Cost to Piedmont Gross Amount of Which
Carried at December 31, 2025
Description (1)
Location Ownership
Percentage Encumbrances Land Buildings and
Improvements Total (2)
Costs Capitalized Subsequent
to Acquisition (3)
Land Buildings and
Improvements Total (4)
Accumulated
Depreciation
and
Amortization Date of
Construction Date
Acquired Life on
which
Depreciation
and
Amortization
in Latest Statements of Comprehensive Income is Computed
(in years) (5)
1430 ENCLAVE PARKWAY Houston, TX 100 % None 7,100 37,915 45,015 7,248 5,506 46,757 52,263 29,653 1994 12/21/2000 0 - 40
CRESCENT RIDGE II Minnetonka, MN 100 % None 7,700 45,154 52,854 23,992 8,021 68,825 76,846 37,361 2000 12/21/2000 0 - 40
6031 CONNECTION DRIVE Irving, TX 100 % None 3,157 43,656 46,813 16,809 3,157 60,465 63,622 32,590 1999 8/15/2002 0 - 40
6021 CONNECTION DRIVE Irving, TX 100 % None 3,157 42,662 45,819 12,415 3,157 55,077 58,234 35,926 2000 8/15/2002 0 - 40
6011 CONNECTION DRIVE Irving, TX 100 % None 3,157 29,034 32,191 18,573 3,157 47,607 50,764 23,845 1999 8/15/2002 0 - 40
US BANCORP CENTER Minneapolis, MN 100 % None 11,138 175,629 186,767 48,970 11,138 224,599 235,737 114,183 2000 5/1/2003 0 - 40
GLENRIDGE HIGHLANDS TWO Atlanta, GA 100 % None 6,662 69,031 75,693 1,739 6,662 70,770 77,432 39,955 2000 8/1/2003 0 - 40
400 VIRGINIA AVE Washington, DC 100 % None 22,146 49,740 71,886 6,304 22,146 56,044 78,190 30,173 1985 11/19/2003 0 - 40
4250 NORTH FAIRFAX DRIVE Arlington, VA 100 % None 13,636 70,918 84,554 23,380 13,636 94,298 107,934 50,262 1998 11/19/2003 0 - 40
1225 EYE STREET Washington, DC 98.1 % None 21,959 47,602 69,561 16,181 21,959 63,783 85,742 35,888 1986 11/19/2003 0 - 40
1201 EYE STREET Washington, DC 98.6 % None 31,985 63,139 95,124 15,128 31,985 78,267 110,252 43,879 2001 11/19/2003 0 - 40
60 BROAD STREET New York, NY 100 % None 32,522 168,986 201,508 115,316 60,708 256,116 316,824 103,516 1962 12/31/2003 0 - 40
3100 CLARENDON BOULEVARD Arlington, VA 100 % None 11,700 69,705 81,405 51,607 11,791 121,221 133,012 60,741 1987 12/9/2004 0 - 40
INTERLINK I Irving, TX 100 % None 3,912 18,830 22,742 4,821 2,543 25,020 27,563 9,894 1998 8/31/2006 0 - 40
INTERLINK II Irving, TX 100 % None 4,496 29,881 34,377 7,707 2,543 39,541 42,084 18,374 1998 8/31/2006 0 - 40
ONE MERIDIAN Richfield, MN 100 % None 2,919 24,398 27,317 3,205 2,919 27,603 30,522 9,366 1997 10/1/2010 0 - 40
TWO MERIDIAN Richfield, MN 100 % None 2,661 25,742 28,403 21,166 2,661 46,908 49,569 11,431 1998 10/1/2010 0 - 40
THE MEDICI Atlanta, GA 100 % None 1,780 11,510 13,290 12,904 1,780 24,414 26,194 9,858 2008 6/7/2011 0 - 40
400 TOWNPARK Lake Mary, FL 100 % None 2,570 20,555 23,125 5,184 2,570 25,739 28,309 12,722 2008 11/10/2011 0 - 40
S-1
Table of Contents
Index to Financial Statements
Initial Cost Gross Amount of Which
Carried at December 31, 2025
Description (1)
Location Ownership
Percentage Encumbrances Land Buildings and
Improvements Total (2)
Costs Capitalized Subsequent
to Acquisition (3)
Land Buildings and
Improvements Total (4)
Accumulated
Depreciation
and
Amortization Date of
Construction Date
Acquired Life on
which
Depreciation
and
Amortization
in Latest Statements of Comprehensive Income is Computed
(in years) (5)
ARLINGTON GATEWAY Arlington, VA 100 % None 36,930 129,070 166,000 10,655 36,930 139,725 176,655 46,718 2005 3/4/2013 0 - 40
5 & 15 WAYSIDE ROAD Burlington, MA 100 % None 7,190 55,445 62,635 30,977 7,190 86,422 93,612 28,978 1999 / 2001 3/22/2013 0 - 40
6565 MACARTHUR BOULEVARD Irving, TX 100 % None 4,820 37,767 42,587 8,098 4,820 45,865 50,685 16,995 1998 12/5/2013 0 - 40
5 WALL STREET Burlington, MA 100 % None 9,560 50,276 59,836 6,357 9,560 56,633 66,193 20,549 2008 6/27/2014 0 - 40
1155 PERIMETER CENTER WEST Atlanta, GA 100 % None 5,870 66,849 72,719 28,431 5,870 95,280 101,150 33,194 2000 8/28/2014 0 - 40
500 TOWNPARK Lake Mary, FL 100 % None 2,147 21,925 24,072 5,123 2,147 27,048 29,195 8,783 2016 N/A 0 - 40
PARK PLACE ON TURTLE CREEK Dallas, TX 100 % None 4,470 38,048 42,518 12,072 4,470 50,120 54,590 16,338 1986 1/16/2015 0 - 40
ENCLAVE PLACE Houston, TX 100 % None 1,890 60,094 61,984 35,319 1,890 95,413 97,303 28,164 2015 N/A 0 - 40
200 SOUTH ORANGE AVENUE Orlando, FL 100 % None 11,660 139,015 150,675 59,042 11,660 198,057 209,717 48,309 1988 11/4/2015 0 - 40
GALLERIA 300 Atlanta, GA 100 % None 4,000 73,554 77,554 29,704 4,000 103,258 107,258 25,938 1987 11/4/2015 0 - 40
GLENRIDGE HIGHLANDS ONE Atlanta, GA 100 % None 5,960 50,013 55,973 13,609 5,960 63,622 69,582 17,361 1998 11/24/2015 0 - 40
CNL CENTER I Orlando, FL 99 % None 6,470 77,858 84,328 6,481 6,470 84,339 90,809 25,616 1999 8/1/2016 0 - 40
CNL CENTER II Orlando, FL 99 % None 4,550 55,609 60,159 861 4,550 56,470 61,020 16,336 2006 8/1/2016 0 - 40
ONE WAYSIDE ROAD Boston, MA 100 % None 6,240 57,124 63,364 2,029 6,240 59,153 65,393 17,780 1997 / 2008 8/10/2016 0 - 40
GALLERIA 200 Atlanta, GA 100 % None 6,470 55,825 62,295 29,351 6,470 85,176 91,646 24,284 1984 10/7/2016 0 - 40
NORMAN POINTE I Bloomington, MN 100 % None 4,358 22,322 26,680 7,866 4,361 30,185 34,546 11,630 2000 12/28/2017 0 - 40
501 WEST CHURCH STREET Orlando, FL 100 % None 2,805 28,119 30,924 42,666 2,805 70,785 73,590 5,852 2003 2/23/2018 0 - 40
9320 EXCELSIOR BOULEVARD Hopkins, MN 100 % None 3,760 35,289 39,049 ( 10,573 ) 3,707 24,769 28,476 5,096 2010 10/25/2018 0 - 40
25 BURLINGTON MALL ROAD Burlington, MA 100 % None 10,230 54,787 65,017 5,862 10,230 60,649 70,879 13,583 1987 12/12/2018 0 - 40
GALLERIA 100 Atlanta, GA 100 % None 7,285 72,449 79,734 10,898 7,285 83,347 90,632 20,066 1982 5/6/2019 0 - 40
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Table of Contents
Index to Financial Statements
Initial Cost Gross Amount of Which
Carried at December 31, 2025
Description (1)
Location Ownership
Percentage Encumbrances Land Buildings and
Improvements Total (2)
Costs Capitalized Subsequent
to Acquisition (3)
Land Buildings and
Improvements Total (4)
Accumulated
Depreciation
and
Amortization Date of
Construction Date
Acquired Life on
which
Depreciation
and
Amortization
in Latest Statements of Comprehensive Income is Computed
(in years) (5)
GALLERIA 400 Atlanta, GA 100 % None 5,687 92,915 98,602 6,543 5,687 99,458 105,145 19,523 1999 8/23/2019 0 - 40
GALLERIA 600 Atlanta, GA 100 % None 5,418 81,003 86,421 38,954 5,418 119,957 125,375 21,070 2002 8/23/2019 0 - 40
ONE GALLERIA TOWER Dallas, TX 100 % None 5,286 107,767 113,053 36,183 5,286 143,950 149,236 33,773 1982 2/12/2020 0 40
TWO GALLERIA TOWER Dallas, TX 100 % None 3,835 109,605 113,440 16,875 3,836 126,479 130,315 22,768 1985 2/12/2020 0 40
THREE GALLERIA TOWER Dallas, TX 100 % None 6,541 125,490 132,031 13,578 6,541 139,068 145,609 22,530 1991 2/12/2020 0 40
222 SOUTH ORANGE AVENUE Orlando, FL 100 % None 1,899 18,417 20,316 29,973 1,899 48,390 50,289 1,466 1959 10/29/2020 0 40
999 PEACHTREE STREET Atlanta, GA 100 % None 49,067 156,109 205,176 46,094 49,067 202,203 251,270 38,875 1987 10/22/2021 0 40
1180 PEACHTREE STREET Atlanta, GA 100 % 188,822 56,932 389,654 446,586 3,582 56,932 393,236 450,168 50,960 2005 8/10/2022 0 40
UNDEVELOPED LAND PARCELS Various 100 % None 48,667 — 48,667 4,035 45,782 6,920 52,702 272 N/A Various N/A
Total—All Properties $ 524,354 $ 3,306,485 $ 3,830,839 $ 943,294 $ 545,102 $ 4,229,031 $ 4,774,133 $ 1,352,424
(1) All of Piedmont's properties are office buildings, except for the separately described Undeveloped Land Parcels.
(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 charges related to real estate assets.
(4) The net carrying value of Piedmont’s total assets for federal income tax purposes is approximately $ 3.9 billion.
(5) Piedmont’s assets are depreciated or amortized using the straight-line method over the useful lives of the assets by class. Generally, Tenant Improvements and Lease Intangibles are amortized over the lease term. Generally, Building Improvements are depreciated over 5 - 25 years, Land Improvements are depreciated over 20 - 25 years, and Buildings are depreciated over 40 years.
S-3
Table of Contents
Index to Financial Statements
Piedmont Realty Trust, Inc.
Schedule III - Real Estate and Accumulated Depreciation
December 31, 2025
(dollars in thousands)
2025 2024 2023
Real Estate:
Balance at the beginning of the year $ 4,688,113 $ 4,647,105 $ 4,506,328
Additions to/improvements of real estate 165,886 227,737 191,305
Assets disposed ( 50,302 ) ( 89,666 ) —
Assets impaired (1)
— ( 33,832 ) —
Write-offs of fully amortized intangible assets
( 18,266 ) ( 34,194 ) ( 34,419 )
Write-offs of fully depreciated assets ( 11,298 ) ( 29,037 ) ( 16,109 )
Balance at the end of the year $ 4,774,133 $ 4,688,113 $ 4,647,105
Accumulated Depreciation and Amortization:
Balance at the beginning of the year $ 1,226,874 $ 1,134,578 $ 1,005,704
Depreciation and amortization expense 181,165 177,622 179,402
Assets disposed ( 26,051 ) ( 22,095 ) —
Write-offs of fully amortized intangible assets
( 18,266 ) ( 34,194 ) ( 34,419 )
Write-offs of fully depreciated assets ( 11,298 ) ( 29,037 ) ( 16,109 )
Balance at the end of the year $ 1,352,424 $ 1,226,874 $ 1,134,578
(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. (See Note 6 to the accompanying consolidated financial statements).
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