COUSINS PROPERTIES INC

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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 capacities and on the date indicated.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

To the Stockholders and the Board of Directors of Cousins Properties Incorporated

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Cousins Properties Incorporated and subsidiaries (the "Company") as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income, equity, and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

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 5, 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.

Revenue Recognition - Refer to Note 2 to the financial statements

Critical Audit Matter Description

Rental property revenues are derived from operating leases to tenants. The Company recognizes fixed lease payments, which excludes certain rental property revenue such as percentage rent and revenue related to the recovery of certain operating expenses from tenants, on a straight-line basis over the term of the lease. The timing and amount 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, management of the Company considers a number of factors, including, among other things: (1) whether the tenant is obligated by the terms of the lease agreement to construct or install the leasehold improvements; (2) whether the landlord can require the lessee to make specified improvements or otherwise enforce its economic rights to those assets; (3) whether the tenant is permitted to alter or remove the leasehold improvements without the landlord’s consent or without compensating the landlord for any lost utility or diminution in fair value; (4) whether the tenant is required to provide the landlord with documentation supporting the cost of tenant improvements prior to reimbursement by the landlord; (5) whether the Company is obligated to fund cost overruns for the construction of leasehold improvements; (6) whether the leasehold improvements are unique to the tenant or could reasonably be used by other parties; and (7) whether the economic life of the leasehold improvements is such that a significant residual value of the assets is expected to accrue to the benefit of the landlord at the end of the lease terms.

The determination of whether the Company or its tenant owns the tenant improvements and the timing and amount of revenue recognition requires the exercise of significant judgment by management based on the facts and circumstances of the specific lease arrangement and is not based on any one factor. Auditing management’s conclusions with respect to these matters often is complex and requires subjective judgment.

How the Critical Audit Matter Was Addressed in the Audit

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

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

•We selected a sample of lease agreements signed in the current year 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 property revenues, including any amortization of deferred revenue or lease incentives, by independently calculating such rental revenue amounts to be recognized and comparing it to the amounts recorded by the Company.

/s/Deloitte & Touche LLP

Atlanta, Georgia

February 5, 2026

We have served as the Company's auditor since 2002.

(In thousands, except share and per share amounts)

(In thousands, except per share amounts)

(In thousands)

CONSOLIDATED STATEMENTS OF EQUITY

(In thousands, except per share data)

(In thousands)

See notes to consolidated financial statements

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

Description of Business: Cousins Properties Incorporated (“Cousins”), a Georgia corporation, is a fully integrated, self-administered, and self-managed real estate investment trust (“REIT”). Cousins conducts substantially all of its business through Cousins Properties LP ("CPLP"). Cousins owns in excess of 99% of CPLP and consolidates CPLP. CPLP wholly owns Cousins TRS Services LLC ("CTRS") a taxable entity which owns and manages its own real estate portfolio and performs certain real estate-related services.

Cousins, CPLP, CTRS, and their subsidiaries (collectively, the “Company”) develop, acquire, lease, manage, and own primarily Class A office properties and opportunistic mixed-use developments in the Sun Belt markets of the United States with a focus on Austin, Atlanta, Charlotte, Tampa, Phoenix, Dallas, and Nashville. Cousins has elected to be taxed as a REIT and intends to, among other things, distribute at least 100% of its net taxable income to stockholders, thereby eliminating any liability for federal income taxes under current law. Therefore, the results included herein do not include a federal income tax provision for Cousins. As of December 31, 2025, the Company’s portfolio of real estate assets consisted of interests in 21.1 million square feet of office space and 467,000 square feet of other space.

Basis of Presentation: The consolidated financial statements include the accounts of the Company and its consolidated partnerships and wholly-owned subsidiaries. Intercompany transactions and balances have been eliminated in consolidation. The Company presents its financial statements in accordance with accounting principles generally accepted in the United States (“GAAP”) as outlined in the Financial Accounting Standard Board’s Accounting Standards Codification (the “Codification” or “ASC”). The Codification is the single source of authoritative accounting principles applied by nongovernmental entities in the preparation of financial statements in conformity with GAAP.

The Company evaluates all partnerships, joint ventures, and other arrangements with variable interests to determine if the entity or arrangement qualifies as a variable interest entity (“VIE”) as defined in the Codification. If the entity or arrangement qualifies as a VIE and the Company is determined to be the primary beneficiary, the Company is required to consolidate the assets, liabilities, and results of operations of the VIE. The Company had no investments or interests in any VIEs as of December 31, 2025 or 2024.

2. SIGNIFICANT ACCOUNTING POLICIES

Real Estate Assets

Cost Capitalization: Costs related to planning, developing, and constructing a property, including initial direct leasing costs and including costs of personnel working directly on projects under development or redevelopment, are capitalized. In addition, the Company capitalizes interest to qualifying assets under development or redevelopment based on average accumulated expenditures outstanding during the period. In capitalizing interest to qualifying assets, the Company uses the interest incurred on specific project debt, if any. If there is no specific project debt, the Company uses its weighted average interest rate for non-project specific debt. The Company also capitalizes interest to investments in entities accounted for under the equity method when the entity has property under development or redevelopment with a carrying value in excess of the entity’s borrowings. To the extent debt exists within an unconsolidated joint venture during the construction period, the venture capitalizes interest on that venture-specific debt.

The Company capitalizes interest, real estate taxes, and certain operating expenses on the unoccupied portion of development or redevelopment properties, which have ongoing construction of tenant improvements, until the earlier of the date on which the development project achieves 90% economic occupancy orone year from cessation of major construction activity.

Impairment: We review our real estate assets on an asset group basis for impairment. This review includes our operating properties, properties under development, and land holdings.

The first step in this process is to determine whether an asset is considered to be held-for-investment or held-for-sale, in accordance with accounting guidance. In order to be considered a real estate asset held-for-sale, we must, among other things, have the authority to commit to a plan to sell the asset in its current condition, have commenced the plan to sell the asset, and have determined that it is probable that the asset will sell within one year. If we determine that an asset is held-for-sale, we record an impairment loss if the fair value less costs to sell is less than the carrying amount. All real estate assets not meeting the held-for-sale criteria are considered to be held-for-investment.

In the impairment analysis for assets held-for-investment, we must determine whether there are indicators of impairment. For operating properties, these indicators could include a significant decline in a property’s leasing percentage, a current period operating loss or negative cash flows combined with a history of losses at the property, a decline in lease rates for that property or others in the property’s market, a significant change in the market value of the property, an adverse change in the financial condition of significant tenants, or a more likely than not probability that there has been a significant decrease in the estimated hold period. If indicators of impairment exist, we test for recoverability of the asset group’s book value.

When testing for recoverability of asset groups held-for-investment, projected undiscounted cash flows are used over its expected hold period. If the expected hold period includes some likelihood of shorter-term hold period from a potential sale, the probability of a sale is layered into the analysis. If any building's held-for-investment analysis were to fail this recoverability test, its book value would be written down to its then current estimated fair value, before any selling expense, and that building would continue to depreciate over its remaining useful life.

For projects under development, indicators could include material budget overruns, significant delays in construction, occupancy, or stabilization timing, regulatory changes or economic trends that have a significant impact on the market, or an adverse change in the financial condition of significant future tenants.

For land holdings, indicators could include an overall decline in the market value of land in the region, regulatory changes that impact ability to develop the land, a decline in development activity for the intended use of the land, or other adverse economic and market conditions.

Please see note 3 for discussions of any impairment charges recorded for the years ended December 31, 2025, 2024, and 2023. The Company may record impairment charges in future periods if the economy and the office industry weakens, the operating results of individual buildings are materially different from our forecasts, or we shorten our contemplated holding period for any operating buildings.

Acquisition of Real Estate Assets: The Company evaluates all real estate acquisitions to determine if the transactions qualify as an acquisition of assets or of a business. If the Company determines that substantially all of the fair value is concentrated in a single identifiable asset or group of similar assets, the Company will account for the acquisition as an acquisition of assets and not a business. If the Company determines that there is no single asset or group of assets that make up substantially all of the fair value of gross assets acquired, the Company must determine whether the acquired set of assets includes an input and a substantive process that together significantly contribute to the ability to create output. Based on the facts of the transactions and guidance in ASC 805, if the Company determines that an input and substantial processes that create an output are present, the Company will account for the acquisition as an acquisition of a business.

For asset acquisitions, the Company records the acquired tangible and intangible assets and assumed liabilities based on each asset and liability's relative fair value at the acquisition date to the total purchase price plus capitalized acquisition costs. For acquisitions that are accounted for as an acquisition of a business, the Company records the acquired tangible and intangible assets and assumed liabilities at fair value at the acquisition date, excluding any acquisition costs, which are expensed as incurred. The acquired assets and assumed liabilities for an operating property acquisition generally include but are not limited to: land, buildings and improvements, and identified tangible and intangible assets and liabilities associated with in-place leases, including tenant improvements, leasing costs, value of above-market and below-market tenant leases, value of above-market and below-market ground leases, and acquired in-place lease values.

The fair value of land is derived from comparable sales of land within the same submarket and/or region. The fair value of buildings and improvements, tenant improvements, and leasing costs are based upon current market replacement costs and other relevant market rate information.

The fair value of the above-market or below-market component of an acquired lease is based upon the present value (calculated using a market discount rate) of the difference between (i) the contractual rents to be paid pursuant to the lease over its remaining term, and (ii) management’s estimate of the rents that would be paid using fair market rental rates and rent escalations at the date of acquisition over the remaining term of the lease. The amounts recorded for above-market and below-market ground leases are included in intangible liabilities and intangible assets, respectively, and are amortized on a straight-line basis into rental property revenues over the remaining terms of the applicable leases.

The fair value of acquired in-place leases is derived based on management’s assessment of lost revenue and costs incurred for the period required to lease the “assumed vacant” property to the occupancy level when purchased. The amount recorded for acquired in-place leases is included in intangible assets and amortized as an increase to depreciation and amortization expense over the remaining term of the applicable leases.

Depreciation and Amortization: Real estate assets are stated at depreciated cost less impairment, if any. Buildings are depreciated over their estimated useful lives, which range generally from 30 to 40 years. The life of a particular building depends upon a number of factors including whether the building was developed or acquired, and the condition of the building upon acquisition, and the Company's future plans for the building. Furniture, fixtures, and equipment are depreciated over their estimated useful lives ofthree tofive years. Tenant improvements, leasing costs, and leasehold improvements are generally amortized over the term of the applicable leases or the estimated useful life of the assets, whichever is shorter. The Company accelerates the depreciation of tenant improvements if it estimates that the lease term will end prior to the expiration date, absent any expectation that the tenant improvements will be used by a successor tenant. This acceleration may occur if a tenant enters into a termination agreement with the Company (or exercises a termination right, if any, under its lease) files for bankruptcy, vacates its premises, or defaults in another manner outlined in its lease. Deferred expenses are amortized over the period of estimated benefit. The Company uses the straight-line method for all depreciation and amortization.

Investment in Real Estate Debt

The Company has elected the fair value option in accounting for its investments in real estate debt. The Company evaluates the fair value of these receivables in accordance with the accounting standards for fair value accounting, measuring the receivables on a stand-alone basis using recently executed market transactions (Level 2 input) or, when that is not available, a market valuation based on the assumptions of potential market participants. The rates and ranges used in a market valuation are considered Level 3 inputs under the fair value hierarchy. Interest income earned and any unrealized gain or loss associated with holding these investments at fair value is recorded as a component of other income on the Company's consolidated statement of operations. Acquisition costs associated with these loans are expensed as incurred.

Investment in Joint Ventures

For joint ventures that the Company does not control, but over which it exercises significant influence, the Company uses the equity method of accounting. The Company's judgment with regard to its level of influence or control of an entity involves consideration of various factors including the form of its ownership interest; its representation in the entity's governance; its ability to participate in policy-making decisions; and the rights of other investors to participate in the decision-making process, to replace the Company as manager, and/or to liquidate the venture. These ventures are recorded at cost and adjusted for equity (losses) in earnings and cash contributions and distributions. Any difference between the carrying amount of these investments on the Company’s consolidated balance sheet and the underlying equity in net assets on the joint venture’s balance sheet is primarily related to capitalized interest and certain employees' salaries during development stages of the joint venture's property and is adjusted as the related underlying assets are depreciated, amortized, or sold. The Company generally allocates income and loss from an unconsolidated joint venture based on the venture's distribution priorities, which may be different from its stated ownership percentage.

The Company evaluates the recoverability of its investment in unconsolidated joint ventures in accordance with accounting standards for equity investments by first reviewing each investment for any indicators of impairment. If indicators are present, the Company estimates the fair value of the investment. If the carrying value of the investment is greater than the estimated fair value, management makes an assessment of whether the impairment is “temporary” or “other-than-temporary.” In making this assessment, management considers the following: (i) the length of time and the extent to which fair value has been less than cost, (ii) the financial condition and near-term prospects of the entity, and (iii) the Company’s intent and ability to retain its interest long enough for a recovery in market value. If management concludes that the impairment is "other than temporary," the Company reduces the investment to its estimated fair value. There were no impairments recorded in our investments in joint ventures during the years presented in the accompanying statement of operations.

Noncontrolling Interest

The Company consolidates CPLP and certain joint ventures in which it owns a controlling interest. In cases where the entity’s documents do not contain a required redemption clause, the Company records the partner’s share of the entity in the equity section of the balance sheets in nonredeemable noncontrolling interests. In cases where the entity’s documents contain a provision requiring the Company to purchase the partner’s share of the venture at a certain value upon demand or at a future date, if any, the Company records the partner’s share of the entity in redeemable noncontrolling interests on the balance sheets. The outside partners' interests in CPLP are redeemable on aone-for-one basis, upon demand, into shares of common stock of the Company or, at the Company's sole discretion, into the cash equivalent of such share of common stock. Therefore, noncontrolling interests associated with CPLP are considered nonredeemable noncontrolling interests. The noncontrolling partners' share of all consolidated entities' income is reflected in net income attributable to noncontrolling interest on the statements of operations.

Revenue Recognition

Rental Property Revenues: The Company recognizes contractual revenues from leases on a straight-line basis over the term of the respective lease. Our leases regularly include allowances for tenant improvements. If we determine the improvements are our assets, we capitalize the cost of the improvements and recognize depreciation expense associated with such improvements over the shorter of the estimated useful life or the term of the lease. If the improvements are tenant assets, we defer the cost of improvements funded by us as a lease incentive asset and amortize it as a reduction of rental revenue over the term of the lease. Our determination of whether improvements are our assets or tenant assets also affects when we commence revenue recognition in connection with a lease. The Company records deferred revenue for the portion of Company owned tenant improvements funded by or reimbursed by tenants and amortizes this amount on a straight-line basis into rental income over the term of the related lease. As of December 31, 2025 and 2024, the Company had unamortized deferred income related to tenant-funded tenant improvements of $255.2 million and $228.4 million, respectively, included in deferred income on the consolidated balance sheets. During 2025, 2024, and 2023, the Company recognized $34.6 million, $28.4 million, and $20.0 million, respectively, in revenues related to the amortization of tenant-funded tenant improvements.

Certain leases also provide for percentage rents based upon the level of sales achieved by the lessee. Percentage rents are recognized once the specified sales target is achieved. In addition, leases typically provide for reimbursement of the tenants' share of real estate taxes, insurance, and other operating expenses to the Company. Operating expense reimbursements are recognized as the related expenses are incurred. During 2025, 2024, and 2023, the Company recognized $197.0 million, $176.7 million, and $163.2 million, respectively, in revenues from tenants related to operating expense reimbursements.

For all tenant-related accounts receivable, the Company records reserves as an estimate of specific accounts not probable of collection. Those estimates are based on the age of the receivable, tenant's credit and business risk, history of payment, and other factors considered by management.

Fee Income: The Company recognizes development, management, and leasing fees as it satisfies the related performance obligations under the respective contracts. The Company recognizes development and leasing fees received from investments in unconsolidated joint ventures and related salaries and other direct costs incurred by the Company as income and expense based on the percentage of the joint venture which the Company does not own. Correspondingly, the Company adjusts its investment in unconsolidated joint ventures when fees are paid to the Company by a joint venture in which the Company has an ownership interest.

Gain on Investment Property Transactions: The Company recognizes a gain on the sale of investment property at the time the buyer obtains control of the investment property. If the Company maintains any continuing involvement with the investment property, that continuing involvement is considered to be one or more additional performance obligations and additional gains or losses will be recognized as these performance obligations are satisfied.

When the Company gains control of a previously unconsolidated investment accounted for under the equity method of accounting, it records a gain for the difference between the carrying value of its equity method investment and the fair value of that investment on the date control is gained.

Income Taxes

The Company has elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”). To qualify as a REIT, the Company must distribute annually at least 90% of its adjusted taxable income, as defined in the Code, to its stockholders and satisfy certain other organizational and operating requirements. It is management’s current intention to adhere to these requirements and maintain the Company's REIT status. As a REIT, the Company generally will not be subject to federal income tax at the corporate level on the taxable income it distributes to its stockholders. If the Company fails to qualify as a REIT in any taxable year, it will be subject to federal income taxes at regular corporate rates and may not be able to qualify as a REIT for four subsequent taxable years. The Company may be subject to certain state and local taxes on its income and property, and to federal income taxes on its undistributed taxable income.

CTRS is a C-Corporation for federal income tax purposes and uses the liability method for accounting for income taxes. Tax return positions are recognized in the financial statements when they are “more-likely-than-not” to be sustained upon examination by the taxing authority. Deferred income tax assets and liabilities result from temporary differences. Temporary differences are differences between the tax bases of assets and liabilities and their reported amounts in the financial statements that will result in taxable or deductible amounts in future periods. A valuation allowance may be placed on deferred income tax assets, if it is determined that it is more likely than not that a deferred tax asset may not be realized.

Stock Compensation

The Company accounts for stock-based employee compensation using the fair value measurement method. We classify share-based payment awards granted in exchange for employee services as either equity awards or liability awards. All current stock-based compensation are equity-classified awards that are measured based on the fair value on the date of grant, and the Company has no liability awards outstanding as of December 31, 2025 or 2024. The value of all of the Company's share-based awards is recognized over the period during which an employee is required to provide services in exchange for the award - the requisite service period (usually the vesting period). No compensation costs are recognized for awards for which employees do not complete the requisite service period.

Derivative Financial Instruments

At times, the Company manages its exposure to interest rate risk associated with its floating-rate debt using derivative financial instruments, specifically interest rate swaps. See note 10 for a discussion of any interest rate swaps outstanding during the years ended December 31, 2025, 2024, or 2023.

The Company does not hold or issue derivative financial instruments for trading or speculative purposes. Any derivatives are carried at fair value on the balance sheet as either other assets or other liabilities. If the hedging instrument is designated as a cash flow hedge and is determined to be highly effective, any gain or loss from changes in the fair value of the hedging instruments are reported as a component of other comprehensive income included in the equity section of the balance sheet. When the forecasted transaction occurs, the effective portion of the gain or loss on the hedge is reclassified from other comprehensive income to interest expense on the income statement.

The Company regularly assesses the effectiveness of the hedge relationships between any hedging instrument and the underlying exposure being hedged. The Company also regularly assesses the effectiveness of its risk management strategies and its use of derivative financing instruments.

Earnings per Share

Net income per share-basic is calculated as net income available to common stockholders divided by the weighted average number of common shares outstanding during the period, including, if dilutive, unvested restricted stock which has nonforfeitable dividend rights. Net income per share-diluted is calculated as net income available to common stockholders plus noncontrolling interests in CPLP divided by the diluted weighted average number of common shares outstanding during the period. Diluted weighted average number of common shares uses the same weighted average common share number as in the basic calculation and adds the potential dilution that would occur if (i) the outside units in CPLP were converted into the Company's common stock, (ii) any forward sales contracts of our common stock were settled, and (iii) equity-based restricted stock units ("RSUs") as well as shares to be issued under the Employee Stock Purchase Plan (“ESPP”) were vested and settled resulting in additional common shares outstanding, all calculated using the treasury stock method, as applicable. RSUs are potentially dilutive if the shares to be granted (assuming the end of the reporting period is the end of the measurement of any required market and performance achievement) exceed the shares assumed to be repurchased under the treasury stock method (using related unamortized compensation costs as proceeds). Shares to be issued under the ESPP are potentially dilutive if the estimated shares to be purchased under the plan based on current enrollment elections exceed the shares assumed to be repurchased under the treasury stock method (using both employee ESPP contributions and related unamortized compensation costs as proceeds).

Cash and Cash Equivalents

Cash and cash equivalents include unrestricted cash and highly-liquid money market instruments. Highly-liquid money market instruments include securities and repurchase agreements with original maturities of three months or less, money market mutual funds, and United States Treasury Bills with maturities of 30 days or less.

Restricted Cash

Restricted cash primarily includes escrow accounts held by lenders for reserves or funds to pay real estate taxes, if any. The Company did not have any restricted cash as of December 31, 2025 or 2024.

Determination of Fair Values

The Company uses fair values in the preparation of the financial statements and related footnote disclosures under the Fair Value Hierarchy prescribed by GAAP. The hierarchy is used for the measurement of fair value of any real estate assets impaired (see note 3), fair value of investments in real estate debt (see note 5), disclosing fair values of debt as of the balance sheet date (see note 9), and recording cash flow hedges (see note 10). The determinations of fair value for investments in real estate debt are made based on Level 3 inputs when Level 2 inputs are not available. Determinations of fair value of debt and for recording of cash flow hedges are based on Level 2 inputs. Inputs are described more fully in the respective footnotes. Fair values used for stock compensation are based on the assumptions and methodologies described in note 15 and are excepted from the Fair Value Hierarchy disclosure requirements.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

3. REAL ESTATE

Acquisitions

In July 2025, the Company acquired the Link in Uptown Dallas. In December 2024, the Company acquired Sail Tower in Austin and Vantage South End in Charlotte. The assets acquired and liabilities assumed were recorded at relative fair value as determined by management, with the assistance of third party specialists, based on information available at the acquisition date and on current assumptions of future operations. The following table summarizes the acquisition transactions ($ in thousands):

(1) The intangible assets and liabilities acquired in 2025 will be amortized over a weighted average remaining lease term of 9.3 years from the acquisition date. The intangible assets and liabilities acquired in 2024 will be amortized over a weighted average remaining lease term of 11 years from the acquisition dates.

(2) Represents net purchase price, including acquisition costs of $280,000, $691,000 and $463,000, respectively, as well as net operating liabilities acquired through closing prorations of $3.3 million, $11.3 million, and $1.7 million for The Link, Sail Tower, and Vantage South End, respectively.

The Sail Tower purchase price allocation includes a payable to the building's single office tenant for tenant improvements owned by the Company and completed prior to closing. This $32.2 million was due and paid to the tenant in June 2025 and was included in accounts payable and accrued expenses on the Company’s consolidated balance sheets as of December 31, 2024.

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

Held for Sale

As of December 31, 2025, the Company's Harborview Plaza operating office property and 303 Tremont land parcel were classified as held for sale. The major classes of assets and liabilities of these properties held for sale were as follows ($ in thousands):

Impairment

In accordance with our policy on impairment described in note 2 to the financial statements, the Company reviews their real estate assets on an asset group basis for impairment and if circumstances indicate an asset group's carrying value may not be recoverable, records an impairment. This review includes our operating properties, properties under development, and land holdings and is done with the consideration of if the asset group is determined to be held-for-investment or held-for-sale.

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

In December 2025, the Company accepted offers, with conditions, for the future sale of Harborview Plaza property as well as the 303 Tremont land parcel. Based on the statuses of these potential dispositions, as of December 31, 2025, the Company concluded the sales were probable within one year and, therefore, transferred the assets and liabilities of the property and of the land parcel to held-for-sale on the accompanying balance sheet as of December 31, 2025. Because the carrying value of the asset groups exceeded the expected net sale proceeds less selling costs, the Company recorded impairment charges of $14.3 million in the accompanying statement of operations for the year ended December 31, 2025. The net proceeds were based on the third-party offers to purchase (a Level 2 input under authoritative guidance for fair value measurements). At December 31, 2024, the Company had no held-for-sale assets or liabilities. For the years ended December 31, 2024 and 2023, no held-for-sale assets were impaired in the accompanying statement of operations.

4. GROUND LEASES

At December 31, 2025, the Company hadfour properties subject to operating ground leases with a weighted average remaining term of 74 years. At December 31, 2025, the Company had right-of-use assets from operating ground leases of $45.1 million included inoperating properties or land on the consolidated balance sheet. At December 31, 2025, the Company had lease liabilities for operating ground leases of $50.2 million included inother liabilities on the consolidated balance sheet. The weighted average discount rate used in determining these liabilities associated with ground leases at December 31, 2025 was 4.3%. At December 31, 2025, the Company had no right-of-use assets or liabilities related to finance ground leases.

At December 31, 2024, the Company hadfour properties subject to operating ground leases with a weighted average remaining lease term of 76 years. At December 31, 2024, the Company had right-of-use assets from operating ground leases of $45.2 million included inoperating properties or land on the consolidated balance sheet. At December 31, 2024, the Company had lease liabilities for operating ground leases of $50.0 million included inother liabilities on the consolidated balance sheet. The weighted average discount rate used in determining these liabilities associated with ground leases at December 31, 2024 was 4.3%. In February 2024, the Company paid $3.8 million under the provisions of a finance ground lease to purchase the fee interest in land previously controlled by the Company through that lease. At December 31, 2024, the Company had no right-of-use assets or liabilities related to finance ground leases.

Rental payments on these ground leases are adjusted periodically based on either the Consumer Price Index, changes in developed square feet on the underlying leased asset, or on a pre-determined schedule. The monthly payments on a pre-determined schedule are recognized on a straight-line basis over the terms of the respective leases while payments resulting from changes in the Consumer Price Index or future development are reflected in the statement of operations at the time of the change.

For the years ended December 31, 2025, 2024, and 2023, the Company recognized operating ground lease expense of $2.9 million, $2.8 million, and $2.9 million, respectively. For the years ended December 31, 2025, 2024, and 2023, the Company had $300,000, $128,000 and $155,000, respectively, of variable lease expenses related to ground lease expense. Additionally, the Company recognized interest expense related to finance ground leases of $27,000 and $162,000 in 2024 and 2023, respectively. For the years ended December 31, 2025, 2024, and 2023, the Company paid $2.3 million, $2.1 million, and $2.1 million, respectively, in cash related to operating ground leases and, excluding the purchase of fee interest noted above, made $39,000 and $162,000, in cash payments related to financing ground leases in 2024 and 2023, respectively.

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

5. INVESTMENTS IN REAL ESTATE DEBT

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

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

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

In the second quarter of 2024, the Company acquired the Radius and 110 East mezzanine real estate loans for $27.2 million, which were subordinated to the first priority mortgage loans. These loans had a weighted average spread in excess of Term Secured Overnight Financing Rate ("SOFR") of 8.68%.

In the fourth quarter of 2024, the Company acquired one mortgage loan at par for $138.0 million. This mortgage was secured by Saint Ann Court, a 320,000 square foot office property in Dallas, had a maturity of December 7, 2024, and had a spread in excess of SOFR of 3.66%, with an additional 5% spread during any default period. One month after the loan went into default, on January 7, 2025, the Saint Ann borrower repaid the $138.0 million mortgage loan at par and paid the interest in full.

On January 10, 2025, the Company entered into the First Amendment to Mezzanine Loan Agreement on the Radius loan, which among other things, reduced the requirements for the borrower to qualify for an extension on the loan in exchange for a minimum payment of interest. On March 27, 2025, the Radius borrower repaid the $12.8 million mezzanine loan, and paid the interest in full, including a minimum interest guaranty of $858,000. Interest income on investments in real estate debt, including this minimum interest guaranty, is included in other revenue in the Company's consolidated statements of operations.

In the third quarter of 2025, the Company loaned a joint venture partner $19.6 million, which the partner used to fund a contribution to the Neuhoff joint venture. The loan to the Company's partner is secured by the partner’s interest in the joint venture, bears interest at SOFR plus 6.25%, and has an initial maturity of September 30, 2026, which may be extended to September 30, 2027 if the related joint venture construction loan is extended (see note 6). The variable interest rate as of December 31, 2025 was 9.93%.

The 110 East loan provides the borrower with an opportunity to extend the initial maturity date of February 2026 to February 2027, subject to certain conditions. The variable interest rate at December 31, 2025 was 12.75%, including a SOFR base rate of 3.75%. The borrower has additional borrowing capacity under this loan, for which the Company funded $3.5 million subsequent to the acquisition of the loan through the period ended December 31, 2025. The Company's share of additional borrowing capacity commitment under this loan is $3.8 million as of December 31, 2025.

As of December 31, 2025, the Company believes the fair value of the investments in real estate debt approximates the invested carrying values and, therefore, did not record any unrealized gain or loss on those investments. The acquisition and origination of the Neuhoff partnership loan was a recently executed market transaction (Level 2) and market instruments for similar debt have not changed significantly since acquisition. The 110 East mezzanine real estate loan rate approximates that which a loan with a similar maturity and loan-to-value relationship could have obtained on December 31, 2025. This fair value analysis is considered to be Level 2 under the guidelines set forth in ASC 820, as the Company utilizes market rates for similar type loans from third party brokers. In subsequent periods, the Company may make adjustments to the carrying values of these loan investments if any are required through application of the fair value hierarchy provided for under GAAP. Interest income earned and any unrealized gain or loss associated with investments in real estate debt are recorded as a component of other revenue on the Company's consolidated statement of operations.

6. INVESTMENT IN UNCONSOLIDATED JOINT VENTURES

The following information summarizes financial data and principal activities of the Company’s unconsolidated joint ventures. The information included in the following table entitled summary of financial position is as of December 31, 2025 and 2024 ($ in thousands).

The information included in the summary of operations table is for the years ended December 31, 2025, 2024, and 2023 ($ in thousands).

Joint Ventures with Operating Properties

AMCO 120 WT Holdings, LLC ("AMCO")— AMCO is a joint venture between the Company, with a 20% interest, and affiliates of AMLI Residential, with an 80% interest, formed to develop, own, and operate 120 West Trinity, a mixed-use property in Decatur, Georgia. The property contains 52,000 square feet of commercial space and 330 apartment units. The assets of the venture in the above table include cash balances of $1.3 million and $1.0 million at December 31, 2025 and 2024, respectively.

Crawford Long—CPI, LLC ("Crawford Long") — Crawford Long is a 50-50 joint venture between the Company and Emory University that owns Emory University Hospital Midtown, a 358,000 square foot medical office building located in Atlanta, Georgia. In May 2023, Crawford Long refinanced the mortgage loan for the Medical Offices at Emory Hospital property. This $83.0 million interest-only mortgage loan has a fixed interest rate of 4.80% and matures in June 2032. The mortgage loan is non-recourse to the Company. However, the Company does provide a customary "non-recourse carve-out guaranty". The total liabilities in the table above include $82.5 million and $82.4 million related to this mortgage loan as of December 31, 2025 and 2024, respectively. The assets of the venture in the above table include cash balances of $5.5 million and $2.0 million at December 31, 2025 and 2024, respectively.

Neuhoff Holdings LLC ("Neuhoff")— Neuhoff is a 50-50 joint venture between the Company and Neuhoff Acquisition LLC formed for the purpose of developing a $589.1 million mixed-use property in Nashville, Tennessee. The project consists of 450,000 square feet of commercial space and 542 apartment units. The Company made an initial contribution of $35.1 million for its interest in the land and development costs incurred prior to joint venture formation. In addition to the existing assets of the joint venture, Neuhoff also has rights to adjacent parcels for future development. In September 2021, the joint venture closed on a construction loan with a borrowing capacity up to $312.7 million with an initial maturity date of September 2025 withone 12-month extension, subject to conditions. In April 2023, the interest rate on the loan changed from the LIBOR to SOFR plus 3.45%, with a minimum rate of 3.60%. Prior to April 2023, the loan bore interest at London Interbank Offering Rate ("LIBOR") plus 3.45%. In September 2025, the joint venture entered into the first amendment to the construction loan, repaid $39.2 million of outstanding principal funded by additional partner contributions (reducing the loan capacity to $273.5 million), and extended the maturity date to September 30, 2026. The amended interest rate applicable to the construction loan is based on SOFR plus 3.00% with a minimum rate of 6.25%. The joint venture hasone option, subject to certain conditions, to extend the maturity date for an additional 12 months from the current maturity date. The Company and its 50-50 partner guarantee their respective halves of the borrower's obligations to pay certain required equity contributions and project carrying costs, as well as timely completion of project construction; and the Company and its partner provide a customary non-recourse carve-out guaranty. The total liabilities in the table above include $249.9 million and $275.1 million related to this construction loan as of December 31, 2025 and 2024, respectively. The assets of the venture in the above table include cash balances of $3.6 million and $9.9 million at December 31, 2025 and 2024, respectively.

TL CO Proscenium, LLC ("Proscenium") —Proscenium is a joint venture between the Company, with a 20% interest, and Town Lane, with an 80% interest, formed in August 2024 to purchase, own, and operate an office property in

Midtown Atlanta, Georgia. In August 2024, concurrent with formation, Proscenium acquired the 525,000 square foot office property for a gross purchase price of $83.3 million, of which the Company funded $16.7 million. The assets of the venture in the above table include cash balances of $3.8 million and $3.3 million at December 31, 2025 and 2024, respectively

Joint Ventures with Land Holdings

715 Ponce Holdings LLC ("715 Ponce")— 715 Ponce is a 50-50 joint venture between the Company and 715 Acquisition LLC formed for the purpose of a future development in Midtown Atlanta, Georgia. The Company made an initial contribution of $4.0 million for its interest in the land held by the joint venture. The assets of the venture in the above table include a cash balance of $102,000 and $38,000 at December 31, 2025 and 2024, respectively.

The Company recognizes development, leasing, and management fees, including salary and expense reimbursements, from unconsolidated joint ventures. For the years ended December 31, 2025, 2024, and 2023, the Company recognized $1.3 million, $1.5 million, and $1.2 million of joint venture fees, respectively.

7. INTANGIBLE ASSETS AND LIABILITIES

At December 31, 2025 and 2024, intangible assets and liabilities included the following ($ in thousands):

For the years ended December 31, 2025, 2024, and 2023, the amortization of the above asset and liabilities are recorded as follows ($ in thousands):

Aggregate net amortization expense related to intangible assets and liabilities was $10.8 million, $13.0 million, and $15.5 million for the years ended December 31, 2025, 2024, and 2023, respectively. Over the next five years and thereafter, aggregate amortization of these intangible assets and liabilities is anticipated to be as follows ($ in thousands):

8. OTHER ASSETS

At December 31, 2025 and 2024, other assets included the following ($ in thousands):

Predevelopment costs represent amounts that are capitalized related to predevelopment projects on land owned by the Company that has been determined to be probable of future development.

Lease inducements are incentives paid to tenants in conjunction with leasing space, such as moving costs, sublease arrangements of prior space, and other costs. These amounts are amortized into rental revenues over the individual underlying lease terms.

9. NOTES PAYABLE

The following table summarizes the terms of notes payable outstanding at December 31, 2025 and 2024 ($ in thousands):

(1) Interest rate as of December 31, 2025.

(2) Weighted average maturity of notes payable outstanding at December 31, 2025 was 3.8 years. Unexercised extension options are not included.

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

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

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

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

Credit Facility

On May 2, 2022, the Company entered into a Fifth Amended and Restated Credit Agreement (the "Credit Facility") under which the Company may borrow up to $1 billion if certain conditions are satisfied. The Credit Facility contains financial covenants that require, among other things, the maintenance of unencumbered interest coverage ratio of at least 1.75 x; a fixed charge coverage ratio of at least 1.50 x; a secured leverage ratio of no more than 50%; and overall and unsecured leverage ratios of no more than 60%. The Credit Facility matures on April 30, 2027.

The interest rate applicable to the Credit Facility varies according to the Company's leverage ratio and may, at the election of the Company, be determined based on either (1) the Daily SOFR or Term SOFR, plus a SOFR adjustment of 0.10% ("Adjusted SOFR") and a spread of between 0.725% and 1.40%, or (2) the greater of (i) Bank of America's prime rate, (ii) the federal funds rate plus 0.50%, (iii) Term SOFR, plus a SOFR adjustment of 0.10%, and 1.00%, or (iv)1.00%, plus a spread of between 0.00% and 0.40%, based on leverage. In addition to the interest rate, the Credit Facility is also subject to an annual facility fee of 0.125% to 0.30%, depending on the Company's credit rating and leverage ratio, on the entire $1 billion capacity.

In April 2024, the Company notified the administrative agent of the Credit Facility of the Company's receipt of corporate investment grade ratings. These ratings reduced the Credit Facility's Adjusted SOFR spread and facility fee range effective April 17, 2024. Changes in the Company's investment grade ratings may result in additional adjustments to the applicable spread and facility fee. Prior to April 17, 2024, the applicable spread was between 0.90% and 1.40% and the facility fee range was 0.15% to 0.30%, depending on leverage.

At December 31, 2025, the Credit Facility's interest rate spread over Adjusted SOFR was 0.775%, and the facility fee spread was 0.15%. The amount that the Company may draw under the Credit Facility is a defined calculation based on the Company's unencumbered assets and other factors. The total available borrowing capacity under the Credit Facility was $884.0 million at December 31, 2025. The amounts outstanding under the Credit Facility may be accelerated upon the occurrence of any events of default.

Term Loans

On October 3, 2022, the Company entered into a Delayed Draw Term Loan Agreement (the "2022 Term Loan") and borrowed the full $400 million available under the loan. Under the 2022 Term Loan, the applicable interest rate varies according to the Company's credit rating and leverage ratio and may, at the election of the Company, be determined based on either (1) the Daily SOFR or Term SOFR, plus a SOFR adjustment of 0.10% ("Adjusted SOFR") and a spread of between 0.80% and 1.60%, or (2) the greater of (i) Bank of America's prime rate, (ii) the federal funds rate plus 0.50%, (iii) Term SOFR, plus a SOFR adjustment of 0.10%, and 1.00%, or (iv)1.00%, plus a spread of between 0.00% and 0.65%, based on leverage. The loan had an initial maturity of March 3, 2025 with four consecutive options to extend the maturity date for an additionalsix months each. The Company has exercised the third of thefour six-month extension options, which becomes effective March 3, 2026, with an extended maturity date of September 3, 2026. The final maturity date, should the Company elect to exercise the one remaining extensions, would be March 3, 2027. The covenants under the 2022 Term Loan are the same as the Credit Facility.

On April 19, 2023, the Company entered into a floating-to-fixed rate swap with respect to $200 million of the $400 million 2022 Term Loan through the initial maturity date of March 3, 2025. This swap fixed the underlying SOFR rate at 4.298%. On January 26, 2024, the Company entered into a floating-to-fixed rate swap with respect to remaining $200 million of the $400 million 2022 Term Loan through the initial maturity date of March 3, 2025. This swap fixed the underlying SOFR rate at 4.6675% (see note 10). These two swaps fix the underlying SOFR rate for the full $400 million at a weighted average of 4.483%. These swaps expired on March 3, 2025. For the 2022 Term Loan, we have elected six-month Term SOFR rates under the terms of the loan. These six-month Term SOFRs were 4.2018% in effect from March 3, 2025 through September 2, 2025, and 4.206% in effect from September 3, 2025 to March 2, 2026. At December 31, 2025, the spread over the underlying SOFR rates was 0.85% for the 2022 Term Loan.

On June 28, 2021, the Company entered into an Amended and Restated Term Loan Agreement (the "2021 Term Loan") that amended the former term loan agreement. Under the 2021 Term Loan, the Company has borrowed $350 million with an initial maturity of August 30, 2024 with four consecutive options to extend the maturity date for an additional 180 days each. In August 2024, the Company paid down $100 million of the $350 million outstanding and exercised the first of thefour 180 day extension options, extending the maturity date on the remaining $250 million to February 26, 2025. In December 2025, the Company exercised the fourth of thefour 180 day extension options, which becomes effective February 20, 2026, with an extended maturity date of August 17, 2026. On September 19, 2022, the Company entered into the First Amendment to the 2021 Term Loan. This amendment aligns covenants and available interest rates, including the addition of SOFR, to that of the Credit Facility. Under the terms of this First Amendment the interest rate applicable to the 2021 Term Loan varies according to the Company's credit rating and leverage ratio and may, at the election of the Company, be determined based on either (1) the Daily SOFR or Term SOFR, plus a SOFR adjustment of 0.10% ("Adjusted SOFR") and a spread of between 0.85% and 1.65%, or (2) the greater of (i) Bank of America's prime rate, (ii) the federal funds rate plus 0.50%, (iii) Term SOFR, plus a SOFR adjustment of 0.10%, and 1.00%, (iv) or 1.00%, plus a spread of between 0.00% and 0.65%, based on leverage. At December 31, 2025, the spread over the underlying SOFR rates was 1.00% for the 2021 Term Loan.

On September 27, 2022, the Company entered into a floating-to-fixed interest rate swap with respect to the $350 million 2021 Term Loan through the initial maturity date of August 30, 2024. This swap effectively fixed the underlying SOFR rate at 4.234% (see note 10). This swap has expired, resulting in recognition of a variable daily SOFR rate elected under the terms of the loan.

In April 2024, the Company notified the administrative agent of the 2022 Term Loan and 2021 Term Loan of the Company's receipt of corporate investment grade ratings received. These ratings reduced the Adjusted SOFR spread range, effective April 17, 2024. Changes in the Company's investment grade ratings may result in additional adjustments to the applicable spread in the future. Prior to April 17, 2024, the applicable spread was between 1.05% and 1.65% for both the 2022 Term Loan and 2021 Term Loan, depending on leverage.

Unsecured Senior Notes

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

In June 2025, CPLP issued $500.0 million in aggregate principal amount of 5.25% public senior notes. Upon issuance of these notes, CPLP received proceeds of $499.9 million dollars, net of the original issue discount of $65,000, resulting in an effective interest rate of 5.251%. These public senior notes are fully and unconditionally guaranteed by the Company. These public senior notes had issuance costs of $4.2 million and mature on July 15, 2030.

In December 2024, CPLP issued $400.0 million in aggregate principal amount of 5.375% public senior notes. Upon issuance of the public senior notes, CPLP received net proceeds of $397.9 million dollars after an original issue discount of $2.1 million resulting in an effective interest rate of 5.464%. These public senior notes are fully and unconditionally guaranteed by the Company. These public senior notes had issuance costs of $3.6 million and mature on February 15, 2032.

In August 2024, CPLP issued $500.0 million in aggregate principal amount of 5.875% public senior notes. Upon issuance of these public senior notes, CPLP received net proceeds of $498.5 million dollars after an original issue discount of $1.5 million, resulting in an effective interest rate of 5.912%. These public senior notes are fully and unconditionally guaranteed by the Company. These public senior notes had issuance costs of $5.3 million and mature on October 1, 2034.

The Company's public senior notes are subject to certain typical covenants that, subject to certain exceptions, include (a) a limitation on the ability of the Company and CPLP to, among other things, incur additional secured and unsecured indebtedness; (b) a limitation on the ability of the Company and CPLP to merge, consolidate, sell, lease or otherwise dispose of their properties and assets substantially as an entirety; and (c) a requirement that the Company maintain a pool of unencumbered assets. To avoid any such limitations, these covenants require, among other things, maintaining the following financial metrics as defined in the agreement: unencumbered debt ratio of at least 150%; an EBITDA to debt service ratio of at least 1.50 x; a secured leverage ratio of no more than 40%; and an overall leverage ratio of no more than 60%.

The Company also has $750.0 million aggregate principal amount of privately placed unsecured senior notes outstanding infour tranches as of December 31, 2025. The privately placed unsecured senior notes contain financial covenants that are generally consistent with those of our Credit Facility, with the exception of a secured leverage ratio of no more than 40%. A privately placed senior unsecured note of $250 million with a fixed interest rate of 3.91% was repaid at maturity on July 7, 2025.

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

Secured Mortgage Notes

In November 2024, the Company repaid, in full, its Domain 10 mortgage with remaining principal balance of $70.9 million. The mortgage had an interest rate of 3.75%.

As of December 31, 2025, the Company had $441.1 million outstanding onfour non-recourse mortgage notes with a weighted average interest rate of 4.88%. All interest rates on the secured mortgage notes are fixed. Assets with depreciated carrying values of$709.4 million were pledged as security on these mortgage notes payable. In addition, the Company provides a customary “non-recourse carve-out guaranty” on each non-recourse loan.

Other Debt Information

The Company is in compliance with all of the covenants related to its unsecured and secured debt.

At December 31, 2025 and 2024, the estimated fair value of the Company’s notes payablewas$3.4 billion and$3.1 billion, respectively, calculated by discounting the debt's remaining contractual cash flows at estimated rates at which similar loans could have been obtained at December 31, 2025 and 2024. The estimate of the current market rate, which is the most significant input in the discounted cash flow calculation, is intended to replicate debt of similar maturity and loan-to- value relationship. These fair value calculations are considered to be Level 2 under the guidelines as set forth in ASC 820 as the Company utilizes market rates for similar type loans from third party brokers.

For the years ended December 31, 2025, 2024, and 2023, interest was recorded as follows ($ in thousands):

Debt Maturities

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

10. DERIVATIVE FINANCIAL INSTRUMENTS

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

On April 19, 2023, the Company entered into a floating-to-fixed interest rate swap ("2023 Swap") with respect to $200 million of the $400 million 2022 Term Loan through the initial loan maturity date of March 3, 2025, fixing the underlying SOFR rate for this portion of the loan at 4.298%. On January 26, 2024, the Company entered into a floating-to-fixed interest rate swap ("2024 Swap") with respect to the remaining $200 million of the $400 million 2022 Term Loan through the initial maturity date of March 3, 2025, fixing the underlying SOFR rate for this portion of the loan at 4.6675%. These swaps effectively fix the underlying SOFR rate at a weighted average of 4.483% for the entire $400 million through the initial maturity. The 2023 and 2024 Swaps expired upon their March 3, 2025 maturity. As of December 31, 2024, the fair values of the 2023 Swap and 2024 Swap on the 2022 Term Loan resulted in a $10,000 asset and a $115,000 liability, respectively.

On September 27, 2022, the Company entered into a floating-to-fixed interest rate swap ("2022 Swap") with respect to the $350 million 2021 Term Loan through the initial loan maturity date of August 30, 2024. This swap effectively fixed the underlying SOFR rate at 4.234%. The 2022 Swap expired upon its August 30, 2024 maturity.

The Company's objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. Such derivatives were used to hedge the variable cash flows associated with the 2021 and 2022 Term Loans (referred to as "cash flow hedges").

For derivatives designated and that qualify as cash flow hedges of interest rate risk, the gain or loss on the derivative is recorded in Accumulated Other Comprehensive Income and subsequently reclassified into interest expense in the same periods during which the hedged transaction affects earnings.

The counterparties under these swaps are major financial institutions, and the swaps contain provisions whereby if the Company defaults on certain of its indebtedness, and such default results in repayment of such indebtedness being, or becoming capable of being, accelerated by the lender, then the Company could also be declared in default under the swaps. There are no collateral requirements related to these swaps.

The table below presents the effect of the Company's derivative financial instruments on the consolidated statements of operations as of December 31, 2025, 2024, and 2023 ($ in thousands):

Fair value of cash flow hedges is determined using observable inputs other than quoted prices in active markets, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities. These inputs are considered Level 2 inputs in the fair value hierarchy and the Company engages a third-party expert to determine these inputs. These fair values are determined using the conventional industry methodology of netting the discounted future fixed cash payments and the discounted expected variable cash receipts made between the Company and its counterparties to the cash flow hedges. These variable cash receipts are based on the expectation of future interest rates which are derived from observed market interest rate curves. In addition, any credit valuation adjustments are considered in the fair values to account for potential nonperformance risk to the extent they would be significant inputs to the calculation. For the periods presented, credit valuation adjustments were not considered to be significant inputs.

11. OTHER LIABILITIES

Other liabilities on the consolidated balance sheets as of December 31, 2025 and 2024 included the following ($ in thousands):

12. COMMITMENTS AND CONTINGENCIES

Commitments

The Company had a total of $172.9 million in future obligations under leases to fund tenant improvements and other future construction obligations at December 31, 2025. Additionally, the Company had $3.8 million of future funding commitments related to investments in real estate debt at December 31, 2025 as discussed in note 5.

Litigation

The Company is subject to various legal proceedings, claims, and administrative proceedings arising in the ordinary course of business, some of which are expected to be covered by liability insurance. Management makes assumptions and estimates concerning the likelihood and amount of any potential loss relating to these matters using the latest information available. The Company records a liability for litigation if an unfavorable outcome is probable and the amount of loss or range of loss can be reasonably estimated. If an unfavorable outcome is probable and a reasonable estimate of the loss is a range, the Company accrues the best estimate within the range. If no amount within the range is a better estimate than any other amount, the Company accrues the minimum amount within the range. If an unfavorable outcome is probable but the amount of the loss cannot be reasonably estimated, the Company discloses the nature of the litigation and indicates that an estimate of the loss or range of loss cannot be made. If an unfavorable outcome is reasonably possible and the estimated loss is material, the Company discloses the nature and estimate of the possible loss of the litigation. The Company does not disclose information with respect to litigation where an unfavorable outcome is considered to be remote or where the estimated loss would not be material. Based on current expectations, such matters, both individually and in the aggregate, are not expected to have a material adverse effect on the liquidity, results of operations, business, or financial condition of the Company.

13. STOCKHOLDERS' EQUITY

ATM Program

In 2021, the Company entered into an Equity Distribution Agreement ("EDA") withsix financial institutions known as an at-the-market stock offering program ("ATM Program"), under which the Company may offer and sell shares of its common stock from time to time in "at-the-market" offerings with an aggregate gross sales price of up to $500 million. In connection with the ATM Program, Cousins may, at its discretion, enter into forward equity sale agreements. The use of a forward equity sale agreement ("Forward Sales") would allow the Company to lock in a share price on the sale of shares of its common stock at the time the agreement is executed but defer receiving the proceeds from the sale of shares until a later date, allowing the Company to better align such funding with its capital needs. Sales of shares of Cousins' stock through its banking relationships, if any, are made in amounts and at times to be determined by Cousins from time to time, but the Company has no obligation to sell any of the shares in the offering and may suspend sales in connection with the offering at any time. Sales of Cousins' common stock under Forward Sales, if undertaken, meet the derivatives and hedging guidance scope exception as the contracts are related to the Company's own stock. In 2024, the Company filed a Form S-3 to renew the registration of its authorized shares. In conjunction with that Form S-3 filing, the Company entered into a Second Amendment to allow for the continued issuance of shares under this ATM Program.

During the year ended December 31, 2025, the Company sold 2.9 million shares under Forward Sales contracts at an average price of $30.44 per share. These Forward Sales contracts had an initial maturity date of December 31, 2025, which was extended to December 31, 2026 by mutual agreement of each party. The Forward Sales contracts can be further extended with the consent of each party. The future settlement proceeds, as of December 31, 2025, net of $894,000 of commissions, will be $88.5 million. Prior to the Forward Sales executed during the year ended December 31, 2025, the Company had issued 2.6 million shares under the ATM Program and generated cash proceeds of $101.4 million, net of $1.1 million of commissions,$1.7 million of dividends owed during the period the Forward Sales were outstanding, and $900,000 of other transaction related costs. Of the aggregate gross sales price of up to $500 million available to be sold under the EDA for the current ATM program, the Company has $305.6 million remaining as of December 31, 2025.

To the extent, prior to settlement, shares sold under Forward Sales were potentially dilutive during the period under the treasury stock method, the impact of such dilution is disclosed in the calculation included in note 18. The Company did not issue any shares under the ATM Program during theyear ended December 31, 2024 anddid not have any outstanding Forward Sales contracts as of December 31, 2024.

Common Stock Offerings

In December 2024, the Company entered into an underwriting agreement between the Company and J.P. Morgan Securities LLC ("JPM") with respect to the issue and sale by the Company and the purchase by JPM of 9,500,000 shares of the Company's common stock, par value $1.00 per share, at a price of $29.765 per share. The issuance resulted in net proceeds to the Company of $282.4 million after offering expenses. These proceeds were used to fund a portion of the purchase of the Sail Tower operating property.

In November 2024, the Company entered into an underwriting agreement between the Company and BofA Securities, Inc. ("BofA") with respect to the issue and sale by the Company and the purchase by BofA of 6,000,000 shares of the Company's common stock, par value $1.00 per share, at a price of $31.01 per share. The issuance resulted in net proceeds to the Company of $185.3 million after offering expenses. These proceeds were used to fund a portion of the purchase of the Vantage South End operating property.

Other Equity Transactions

On February 6, 2024, the Company retired all 2,536,583 shares of Treasury Stock outstanding. These treasury shares had an average cost basis of $57.44 per share.

The annual offering periods for the Cousins Employee Stock Purchase Plan ("ESPP") ended on November 30, 2025, 2024, and 2023, respectively. Employees purchased a total of 16,491,20,292, and 25,441 shares in 2025, 2024, and 2023, respectively, under the ESPP. In 2025 and 2024, the Company settled the employees' purchase of shares through issuance of Company common stock. In 2023, the Company settled the employees' purchase of shares by selling treasury shares to participants. In 2023, the 25,441 treasury shares sold had a basis of $1.5 million.

Ownership Limitations — In order to minimize the risk that the Company will not meet one of the requirements for qualification as a REIT, the Company's Articles of Incorporation include certain restrictions on the ownership of more than 3.9% of the Company’s total common and preferred stock, subject to waiver by the Board of Directors.

Distribution of REIT Taxable Income — The following reconciles dividends paid and dividends applied in 2025, 2024, and 2023 to meet REIT distribution requirements ($ in thousands):

Tax Status of Distributions — The following summarizes the components of the taxability of the Company’s common stock distributions for the years ended December 31, 2025, 2024, and 2023:

14. REVENUE RECOGNITION

The Company categorizes its primary sources of revenue into revenue from contracts with customers and other revenue accounted for as leases under ASC 842 as follows:

•Rental property revenues consist of (1) contractual revenues from leases recognized on a straight-line basis over the term of the respective lease; (2) percentage rents recognized based on tenant achieved sales; (3) parking revenue; (4) termination fees; and (5) the reimbursement of tenants' share of operating expenses. The Company's leases typically include tenant renewal options and are classified and accounted for as operating leases. Rental property revenues are accounted for using practical expedients included in accordance with the guidance set forth in ASC 842.

•Fee income consists of development fees, management fees, and leasing fees earned from unconsolidated joint ventures and from third parties. Fee income is accounted for in accordance with the guidance set forth in ASC 606.

For the years ended December 31, 2025, 2024, and 2023, the Company recognized rental property revenues of $980.5 million, $847.8 million, and $799.0 million, respectively, of which $274.7 million, $241.3 million, and $226.4 million, respectively, represented variable rental revenue. For the years ended December 31, 2025, 2024, and 2023, the Company recognized fee and other revenue of $13.3 million, $9.0 million, and $3.8 million, respectively.

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

The Company had a lease with SVB Financial Group ("SVB Financial") at its Hayden Ferry 1 property in Phoenix, Arizona. SVB Financial’s primary subsidiary, Silicon Valley Bank ("SVB"), was placed in receivership by the Federal Deposit Insurance Corporation ("FDIC") on March 10, 2023. On March 17, 2023, SVB Financial filed a voluntary petition for a court-supervised reorganization under Chapter 11 of the US Bankruptcy Code. On March 27, 2023, First Citizen's BancShares, Inc. ("FCB") announced it had purchased SVB Financial's subsidiary, SVB, the primary user of the leased space. In June 2023, the Bankruptcy court approved SVB Financial's request for an order rejecting the lease, with an effective date no later than September 30, 2023. In June 2023, the Company recorded a reduction of revenue of $1.6 million related to the write-down of net assets associated with this lease at the time that the collection of rents for the term of the lease no longer remained probable. During the three months ended September 30, 2023, the Company recognized $2.3 million of rental revenue on a cash basis related to base rent lease payments made through September 30, 2023, the effective date of the termination. In February 2025, the Company sold its bankruptcy claim, related primarily to the lease rejection, to a third party for $4.6 million in cash, which is included in other revenue in the Company's consolidated statement of operations for the year ended December 31, 2025.

15. STOCK-BASED COMPENSATION

The Company has two outstanding stock-based compensation plans: the Cousins Properties Incorporated 2019 Omnibus Incentive Stock Plan (the "2019 Plan") under which the Company issues restricted stock and restricted stock units ("RSUs") and the ESPP under which employees can purchase common shares at a discount. While the Company's 2019 Plan also allows for the issuance of stock options, none had been issued, were exercised, or were outstanding as of or during any of the periods presented. A portion of the Company's independent directors' compensation is also provided in the form of company stock.

The Company's compensation expense in 2025, 2024, and 2023 primarily relates to restricted stock, stock-settled RSUs, and the ESPP. Restricted stock and the stock-settled RSUs are equity-classified awards for which compensation expense per share is fixed. Cash-settled RSUs are liability-classified awards for which the expense fluctuates from period to period dependent, in part, on the Company's stock price. Cash-settled RSUs were last awarded in 2019 and were fully expensed as of December 31, 2023.

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

On April 23, 2019, the Company's stockholders approved the 2019 Plan which allows the Company to issue awards of stock options, stock grants, or stock appreciation rights to employees and directors. The 2019 Plan also allows the Company to issue awards to employees that are paid in cash or stock on the vesting date in an amount equal to the fair market value, as defined, ofone share of the Company’s stock. As of December 31, 2025, approximately 850,000 shares were authorized to be awarded pursuant to the 2019 Plan.

Equity-Classified Awards

Since 2020, the Company has annually granted three types of equity-classified awards to key employees: (1) RSUs based on the total stockholder return ("TSR") of the Company, as defined, relative to that of office peers included in a published office REIT index (the "Market-based RSUs"), (2) RSUs based on the ratio of cumulative funds from operations ("FFO") per share to targeted cumulative FFO per share (the “Performance-based RSUs”), and (3) restricted stock. In February 2023, the Company made modifications to its Market-based RSUs awards granted in 2022, 2021, and 2020. Subsequent to year end on February 5, 2026, the Company made modifications to its market-based RSUs granted in 2023. These modifications were made to clarify the definition of the peer group used to measure TSR award achievement and the additional compensation expense recognized related to these modifications was not significant.

The RSU awards are equity-classified awards to be settled in stock, net of any tax withholding, with issuance dependent upon the attainment of required service, market, and performance criteria. For the Market-based RSUs, the Company expenses an estimate of the fair value of the awards on the grant date, calculated using a Monte Carlo valuation at grant date, ratably over thethree-year vesting period, adjusting only for forfeitures when they occur. The expense of these Market-based RSUs is not adjusted for the number of awards that actually vest. For the Performance-based RSUs, the Company expenses the awards over thethree-year vesting period using the grant date fair market value of the Company's stock on the grant date. The expense is recognized ratably over the vesting period and adjusted each quarter based on the number of shares expected to vest and for forfeitures when they occur. The measurement period for both the Market-based and Performance-based RSUs isthree years starting on January 1 of the year of issuance and ending on December 31 of the third year. The ultimate settlement of these awards can range from 0% to 200% of the targeted number of units depending on the achievement of the market and performance metrics described above.

In 2025, 2024, and 2023, the Company granted, at target,256,131,293,887, and 234,902 of RSUs, respectively, to employees, which vest on December 31 of the last year of the respective three-year FFO and TSR measurement period.

The Company estimates future expense for all stock-settled RSUs outstanding at December 31, 2025 to be $7.8 million (using estimated vesting percentages for Performance-based RSUs as of December 31, 2025), which will be recognized over a weighted-average period of 1.7 years.

In 2025, 2024, and 2023, the Company granted 178,469,204,004, and 164,221 shares, respectively, of restricted stock to employees, which vest ratably over three years from the issuance date. The Company records restricted stock in common stock and additional paid-in capital at fair value on the grant date, with the offsetting deferred compensation also recorded in additional paid-in capital. The Company records compensation expense over the vesting period. As of December 31, 2025, the Company had $5.6 million of unrecognized compensation cost included in additional paid-in capital related to restricted stock, which will be recognized over a weighted average period of 1.7 years. The total vesting date fair value of the restricted stock which vested during 2025, 2024, and 2023 was $4.5 million, $2.7 million, and $2.4 million, respectively.

The following table summarizes equity-classified employee stock compensation award activity for the years ended December 31, 2025, 2024, and 2023 (shares in thousands):

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

The Monte Carlo valuation used to determine the grant date fair value of the stock-settled Market-based RSUs included the following assumptions for those RSUs granted in 2025, 2024, and 2023:

(1) Based on historical volatility over three years using daily stock price.

(2) Reflects the yield on three-year Treasury bonds.

(3) Betas are calculated with up to three years of daily stock price data.

All shares of restricted stock receive nonforfeitable dividends and have voting rights during the vesting period. Dividend equivalents for the 2025, 2024, and 2023 RSUs will be settled in cash based upon the number of units vested. The Company accrues for these dividend equivalent units over the measurement period as dividends are declared and they are included in distributions in excess of cumulative net income on the consolidated balance sheets.

At December 31, 2025, 2024 and 2022, the Company hadno stock options outstanding to key employees or outside directors. In 2025, 2024, and 2023, there wereno stock option grants to employees or directors and the Company recognizedno compensation expense related to stock options.

In 2025, 2024, and 2023, the Company also granted 60,121,67,624, and 81,909 shares, respectively, of stock to independent members of the board of directors which vested immediately on the issuance date.

Liability-Classified Awards

There wereno service-based, market-based, or performance-based liability awards outstanding as of December 31, 2025 or 2024 and the expense related to liability awards for the year ended December 31, 2023 was not significant. During 2023, total cash paid for all types of cash-settled RSUs and related dividend payments was $1.1 million.

Employee Stock Purchase Plan

On October 26, 2021, the Company’s board of directors adopted the ESPP, which was approved by stockholders at the 2022 annual meeting. Pursuant to the ESPP, employees may contribute up to 15% of their cash compensation during annual purchase periods for the purchase of Cousins’ common stock up to an annual maximum of $21,250 per employee. On each purchase period ending November 30, participants’ individual account balances are used to acquire shares of common stock at 85% of the lower of the Company’s closing price as of December 1 (the beginning of the purchase period) or November 30 (the end of the purchase period).

As of December 31, 2025, 2024, and 2023,54,66, and 43 employees, respectively, were enrolled in the plan. During the years ended December 31, 2025, 2024, and 2023,16,491,20,292, and 25,441 shares of common stock, respectively, were purchased under the ESPP. The total purchase date fair value of the shares purchased during 2025, 2024, and 2023 was $425,000, $644,000, and $522,000, respectively. Contributions for the purchase period ending November 30, 2025, 2024, and 2023 were $361,000, $379,000, and $444,000. As of December 31, 2025, the Company estimates future expense related to the open purchase period to be $88,000.

16. RETIREMENT SAVINGS PLAN

The Company maintains a defined contribution plan (the “Retirement Savings Plan”) pursuant to Section 401 of the Internal Revenue Code (the “Code”) which covers active regular employees. Employees are eligible to participate in the Retirement Savings Plan immediately upon hire, and pre-tax contributions are allowed up to the limits set by the Code. The Company contributes 3% of an employee's eligible compensation to the plan, which is fully vested after the employee has been with the Company fortwo years. The Company may change this percentage at its discre tion; and, in addition, the Company could decide to make discretionary contributions in the future. The Company contributed$1.3 million,$1.1 million, and $1.1 million to the Retirement Savings Plan for the 2025, 2024, and 2023 plan years, respectively.

17. INCOME TAXES

Operating as the Company's taxable subsidiary, CTRS is subject to income taxes, the impact of which is not material to the Company's financials. For the years ended December 31, 2025, 2024, and 2023 there was no CTRS income tax expense or benefit recorded in the accompanying statements of operations.

As of December 31, 2025 and 2024, the net deferred tax asset of CTRS equaled $1.5 million and $1.7 million, respectively, with a valuation allowance placed against the full amount as of and for all periods presented. The net deferred tax asset included $1.4 million and $1.4 million of federal and state tax net operating loss carryforwards as of December 31, 2025 and 2024, respectively. A valuation allowance is required to be recorded against deferred tax assets if, based on the available evidence, it is more likely than not that such assets will not be realized. When assessing the need for a valuation allowance, appropriate consideration should be given to all positive and negative evidence related to this realization. This evidence includes, among other things, the existence of current and recent cumulative losses, forecasts of future profitability, the length of statutory carryforward periods, the Company’s history with loss carryforwards, and available tax planning strategies. The conclusion that a valuation allowance should be recorded as of December 31, 2025 and 2024 was based on the lack of evidence that CTRS could generate sufficient future taxable income to realize any material benefit of these deferred tax assets.

18. EARNINGS PER SHARE

The following table sets forth the computation of the basic and diluted earnings per share of the Company's consolidated statements of operations for the years ended December 31, 2025, 2024 and 2023 ($ in thousands, except per share amounts):

19. CONSOLIDATED STATEMENTS OF CASH FLOWS - SUPPLEMENTAL INFORMATION

Supplemental information related to cash flows, including significant non-cash activity affecting the consolidated statements of cash flows, for the years ended December 31, 2025, 2024, and 2023 is as follows ($ in thousands):

20. REPORTABLE SEGMENTS

The Company's segments are based on the method of internal reporting with operating segments being each of the operating office properties. These operating segments are aggregated forreporting by geographical area, with these geographical regions being: Austin, Atlanta, Charlotte, Tampa, Phoenix, Dallas, and other markets. Included in other markets for the periods presented are properties located in Houston and Nashville.

Company management evaluates the performance of its reportable segments in part based on Net Operating Income ("NOI"). Office Property NOI is regularly reported to the Chief Operating Decision Maker ("CODM") by segment. The CODM is the Company's President and Chief Executive Officer. Each segment includes both consolidated operations and the Company's share of unconsolidated joint venture operations.

Segment net income, individually significant components of rental property operating expenses, amount of capital expenditures, and total assets are not presented in this note because the CODM does not utilize these measures when analyzing segments or when making resource allocation decisions. The below presentation has been recast for all years presented to comply with updates to ASC 280 required by Accounting Standards Update 2023-07 "ASU 2023-07," "Segment Reporting" issued by the Financial Accounting Standards Board in November 2023. Information on the Company's segments along with a reconciliation of NOI to net income for years ended December 31, 2025, 2024, and 2023 are as follows ($ in thousands):

The following reconciles Net Income to Net Operating Income for each of the periods presented ($ in thousands):

SCHEDULE III

REAL ESTATE AND ACCUMULATED DEPRECIATION

December 31, 2025

($ in thousands)

SCHEDULE III

REAL ESTATE AND ACCUMULATED DEPRECIATION

December 31, 2025

($ in thousands)

NOTES:

(a)Reconciliations of total real estate carrying value and accumulated depreciation as of and for the years ended December 31, 2025, 2024, and 2023 are as follows:

(b)The aggregate cost for federal income tax purposes, net of tax depreciation, was $6.8 billion (unaudited) at December 31, 2025.

(c)Buildings and improvements are depreciated over 30 to 40 years. Leasehold improvements and other capitalized leasing costs are depreciated over the life of the asset or the term of the lease, whichever is shorter.

(d)Subsequent to the 2019 acquisition of The Domain, the Company completed development of Domain 9 in 2024, Domain 10 in 2021, and Domain 12 in 2020.

(e)Some or all of the land at these properties is controlled under an operating ground lease. The Company's Land and Improvements assets are reduced over time by the amortization of the right-of-use assets related to these ground leases.