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COUSINS PROPERTIES INC

For the period ended Mar 31, 2026. Filed Apr 29, 2026.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2026 · Filed Apr 29, 2026

CUZ$30.12+1.8%Stored close · as of Nov 9, 2026

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2026

(Unaudited)

  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 March 31, 2026, the Company's operating portfolio ofreal estate assets consisted of interests in 22.0 million square feet of office space and 974,000 square feet of other space.

Basis of Presentation: The condensed consolidated financial statements are unaudited and were prepared by the Company in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”). In the opinion of management, these interim financial statements reflect all adjustments necessary (all of which are of a normal and recurring nature) for the fair presentation of the interim financial statements and accompanying notes. The results of operations for the three months ended March 31, 2026, are not necessarily indicative of results expected for the full year. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been omitted pursuant to the rules and regulations of the SEC. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes to the consolidated financial statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2025. The accounting policies employed are substantially the same as those shown in note 2 of the notes to consolidated financial statements included therein.

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 Financial Accounting Standards Board's ("FASB") Accounting Standards Codification ("ASC"). 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 March 31, 2026 or December 31, 2025.

Recently Issued Accounting Pronouncements: In November 2024, the FASB issued ASU 2024-03 "Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses." The ASU is effective for annual periods beginning after December 15, 2026 and interim periods beginning after December 15, 2027. The Company does not anticipate the guidance will have a material impact on our consolidated financial statements or notes to our consolidated financial statements.

  1. REAL ESTATE

Acquisitions

In February 2026, the Company acquired 300 South Tryon in Uptown 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 ($ in thousands):

300 South Tryon
Closing Purchase Price$317,500
Acquisition DateFebruary 2026
Square Feet638,000
MarketCharlotte
Purchase Price Allocation
Tangible assets
Operating properties$306,470
Intangible and other assets
In-place leases (1)26,467
Prepaid expenses171
Above market rents125
Intangible and other liabilities
Below market leases (1)(14,505)
Accounts payable and other liabilities(1,467)
(15,972)
Total net assets acquired (2)$317,261

(1) The intangible assets and liabilities will be amortized over a weighted average remaining lease term of 6 years from the acquisition date.

(2) Represents net purchase price, including acquisition costs of $1.1 million, as well as net operating liabilities acquired through closing prorations of $1.5 million.

Dispositions

On February 25, 2026, the Company sold Harborview Plaza in Tampa for a gross sales price of $39.5 million.

Held for Sale

The major classes of assets and liabilities of properties held for sale as of March 31, 2026 (303 Tremont land parcel) and December 31, 2025 (303 Tremont land parcel and Harborview Plaza) were as follows ($ in thousands):

Real estate assets and other assets held for sale20262025
Operating properties, net of accumulated depreciation of $15,341$—$35,682
Land18,85418,854
Notes and accounts receivable—272
Deferred rents receivable—2,082
Intangible assets, net of accumulated amortization of $682—138
Other assets4,3834,461
$23,237$61,489
Liabilities of real estate assets held for sale
Accounts payable and accrued expenses$39$1,769
Deferred income—266
Intangible liabilities, net of accumulated amortization of $140—49
Other liabilities—765
$39$2,849

Impairment

In accordance with the Company's policy on impairment described in note 2 of the consolidated financial statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2025, the Company reviews its 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 the Company's 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-sale assets were impaired during any periods presented in the accompanying statement of operations.

In March 2026, the Company entered into an agreement to sell One Eleven Congress and therefore determined there was a more likely than not probability that there has been a significant decrease in the estimated hold period of the related asset group. Because the carrying value of the asset group exceeded the undiscounted cash flows over the updated expected hold period, the property was written down to its estimated fair value, resulting in an impairment of $36.6 million. The estimated fair value was based on the third-party offer to purchase (a level 2 input under authoritative guidance for fair value measurements). As of March 31, 2026, the asset group is classified as held-for-investment and included in operating properties on the Company's accompanying consolidated balance sheets.

  1. INVESTMENTS IN REAL ESTATE DEBT

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

Carrying Value andFair Value at
CollateralMarch 31, 2026December 31, 2025
110 East - Pledge of equity interest (1)Charlotte, NC, Office Building$—$18,218
Neuhoff - Pledge of equity interest (2)Nashville, TN, Mixed Use Development19,58619,586
$19,586$37,804

(1) The first priority lender of the 110 East mortgage loan had a balance of $95.3 million as of December 31, 2025.

(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.

Interest Income for the Three Months Ended March 31,
Collateral20262025
110 East - Pledge of equity interest Charlotte, NC, Office Building$238$558
Radius - Pledge of equity interest Nashville, TN, Office Building—1,241
Saint Ann - Pledge of assetDallas, TX, Office Building—350
Neuhoff - Pledge of equity interestNashville, TN, Mixed Use Development489—
$727$2,149

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.

In the third quarter of 2025, the Company loaned its 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 such 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 4).

In February 2026, at maturity, the borrower repaid the 110 East loan at par and paid the interest in full.

As of March 31, 2026, the Company believes the fair value of the investment 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. In subsequent periods, the Company may make adjustments to the carrying values of this loan investment if required through application of the fair value hierarchy provided for under GAAP. Interest income earned, including from any minimum interest guarantees, 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.

  1. INVESTMENTS 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 Summary of Financial Position table is as of March 31, 2026, and December 31, 2025, ($ in thousands).

SUMMARY OF FINANCIAL POSITION
Company's Ownership Interest · Total Assets · Total Liabilities · Total Equity (Deficit) · Company's Investment (Deferred Income)
2026 · 2025 · 2026 · 2025 · 2026 · 2025 · 2026 · 2025
Operating Properties:
AMCO 120 WT Holdings, LLC20%$72,843$73,982$1,313$1,732$71,530$72,250$13,051$13,201
Crawford Long - CPI, LLC (1)50%22,11320,88284,26983,869(62,156)(62,987)(30,672)(2)(31,067)(2)
Neuhoff Holdings LLC (3)50%586,891591,844270,009271,606316,882320,238176,866178,723
TL CO Proscenium JV, LLC20%100,57194,2406,1933,49894,37890,74219,15618,479
Land:
715 Ponce Holdings LLC50%9,5649,51823119,5419,5074,9154,898
$791,982$790,466$361,807$360,716$430,175$429,750$183,316$184,234

(1) Crawford Long - CPI, LLC has a 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 on June 1, 2032. The Company provides a customary "non-recourse carve-out guaranty" for this loan.

(2) Negative balance is included in deferred income on the consolidated balance sheets.

(3) The Neuhoff Holdings LLC properties have commenced initial operations. Included in the total liabilities above is a construction loan which had an initial borrowing capacity up to $312.7 million, of which the Company's share was $156.4 million. In September 2025, the joint venture entered into the first amendment to the construction loan, repaid $39.2 million of outstanding principal (reducing the current loan capacity to $273.5 million), and extended the maturity date to September 30, 2026. The construction loan now has a total outstanding principal amount of $251.1 million, of which the Company's share is $125.6 million. The updated 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 joint venture 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. The Company and its partner also provide a customary "non-recourse carve-out guaranty". Contemporaneous with the first amendment to the construction loan, the Company loaned its joint venture partner $19.6 million to fund its related contribution to the Neuhoff joint venture (see note 3).

The information included in the Summary of Operations table below is for the three months ended March 31, 2026, and 2025 ($ in thousands).

SUMMARY OF OPERATIONS
Total RevenuesNet Income (Loss)Company's Income (Loss) from Investment
202620252026202520262025
Operating Properties:
AMCO 120 WT Holdings, LLC$2,478$2,645$432$702$82$136
Crawford Long - CPI, LLC3,4653,443832780383359
Neuhoff Holdings LLC7,0893,029(5,293)(4,678)(2,996)(2,293)
TL CO Proscenium JV, LLC2,9613,919(363)(145)(128)(79)
Land:
715 Ponce Holdings LLC643134(11)17(6)
$16,057$13,067$(4,358)$(3,352)$(2,642)$(1,883)
  1. INTANGIBLE ASSETS AND LIABILITIES

At March 31, 2026, and December 31, 2025, intangible assets included the following ($ in thousands):

20262025
In-place leases, net of accumulated amortization of $140,929 and $136,277 in 2026 and 2025, respectively$155,259$135,606
Below-market ground leases, net of accumulated amortization of $2,925 and$2,854 in 2026 and 2025, respectively16,32716,398
Above-market leases, net of accumulated amortization of $23,519 and $23,949in 2026 and 2025, respectively10,53611,060
Goodwill1,6741,674
$183,796$164,738

At March 31, 2026, and December 31, 2025, intangible liabilities were the following ($ in thousands):

20262025
Below-market leases, net of accumulated amortization of $65,720 and $61,343 in 2026 and 2025, respectively$126,841$117,085

The amortization of the above assets and liabilities are recorded as follows ($ in thousands):

Three Months Ended March 31,
20262025
Revenues:
Rental property revenues, net (Below-market and Above-market leases)$4,100$2,822
Expenses:
Depreciation and amortization (In-place leases)6,8145,880
Rental property operating and other expenses (Below-market ground leases)7670

Over the next five years and thereafter, aggregate amortization of these intangible assets and liabilities is anticipated to be as follows ($ in thousands):

In-Place Leases · Below-Market Ground Leases · Above-Market Leases · Below-MarketLeases
2026 (nine months)$19,846$212$1,776$(12,702)
202722,3952821,839(15,004)
202820,4572821,729(14,631)
202918,3262821,460(13,832)
203015,8832821,265(12,240)
Thereafter58,35214,9872,467(58,432)
$155,259$16,327$10,536$(126,841)
  1. OTHER ASSETS

Other assets on the consolidated balance sheets as of March 31, 2026, and December 31, 2025, included the following ($ in thousands):

20262025
Predevelopment costs and earnest money (1)$62,884$59,789
Prepaid expenses and other assets12,0837,339
Lease inducements, net of accumulated amortization of $10,391 and $9,919 in 2026 and 2025, respectively (2)10,8689,847
Furniture, fixtures and equipment and other deferred costs, net of accumulated depreciation of $21,217 and $20,837 in 2026 and 2025, respectively8,6058,826
Credit Facility deferred financing costs, net of accumulated amortization of $5,022 and $4,701 in 2026 and 2025, respectively1,3821,703
$95,822$87,504

(1) Predevelopment costs represent amounts that are capitalized related to predevelopment projects that the Company determined are probable of future development.

(2) Represents 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.

  1. NOTES PAYABLE

The following table summarizes the terms of notes payable outstanding at March 31, 2026, and December 31, 2025, ($ in thousands):

DescriptionInterest Rate (1)Maturity (2)20262025
Unsecured Notes:
Credit Facility4.405%April 2027$206,500$116,000
Public Senior Notes5.875%October 2034500,000500,000
Public Senior Notes5.250%July 2030500,000500,000
Public Senior Notes4.875%March 2033500,000—
Public Senior Notes5.375%February 2032400,000400,000
Term Loan (3)4.474%September 2026400,000400,000
Privately Placed Senior Notes3.950%July 2029275,000275,000
Privately Placed Senior Notes3.860%July 2028250,000250,000
Privately Placed Senior Notes3.780%July 2027125,000125,000
Term Loan4.630%August 2026100,000250,000
Privately Placed Senior Notes4.090%July 2027100,000100,000
3,356,5002,916,000
Secured Mortgage Notes:
Terminus (4)6.340%January 2031221,000221,000
201 North Tryon3.370%October 2026117,939118,928
Colorado Tower3.450%September 2026100,463101,199
439,402441,127
$3,795,902$3,357,127
Unamortized original issue discount(6,817)(3,246)
Unamortized loan costs(16,903)(13,066)
Total Notes Payable$3,772,182$3,340,815

(1) Interest rate as of March 31, 2026.

(2) Weighted average maturity of notes payable outstanding at March 31, 2026 was 4.1 years, exclusive of unexercised extension options.

(3) The Company has electedsix-month Term SOFR through September 3, 2026 for $200 million and Daily SOFR for $200 million.

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

Credit Facility

Subsequent to quarter end, on April 1, 2026, the Company entered into the Sixth Amended and Restated Credit Agreement, which recast its existing unsecured revolving line of credit (the "Credit Facility") under which the Company may borrow up to $1.2 billion. This amendment and restatement of the Credit Facility extends the maturity date from April 30, 2027, to April 1, 2031, increases the borrowing capacity from $1.0 billion, and reduces our interest rate spread in excess of SOFR. The Credit Facility contains financial covenants, generally unchanged by the April 1, 2026 amendment and restatement, 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 interest rate applicable to the Credit Facility is based on Daily SOFR plus a spread of 0.675% to 1.350%, depending on our leverage ratio and credit rating. During the three months ended March 31, 2026, this spread was reduced by 15 basis points (including 10 basis points eliminated by an amendment, dated February 6, 2026, andfive basis points eliminated by the recast). In addition to the interest rate, the Credit Facility is also subject to an annual facility fee of 0.125% to 0.300%, depending on the Company's credit rating and leverage ratio, on the entire $1.2 billion capacity.

At March 31, 2026, the Credit Facility's interest rate spread over SOFR was 0.775%, and the facility fee 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 $793.5 million at March 31, 2026. Any 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. The loan had an initial maturity of March 3, 2025, which has been extended to September 3, 2026, through the exercise of available extension options.

On June 28, 2021, the Company entered into an Amended and Restated Term Loan Agreement ("the 2021 Term Loan"). Under the 2021 Term Loan, the Company borrowed $350 million with an initial maturity of August 30, 2024, which has been extended to August 19, 2026, through the exercise of available extension options. On August 16, 2024, the Company paid down $100 million of the $350 million outstanding and on February 20, 2026, the Company repaid $150 million of the outstanding principal amount of the 2021 Term Loan.

Subsequent to quarter end, on April 1, 2026, the Company amended each of the 2021 Term Loan and the 2022 Term Loan. Pursuant to both term loans, as amended, the Company pays interest on each term loan based on Term or Daily SOFR plus a spread of 0.750% to 1.550%, depending on our leverage ratio and credit rating. During the three months ended March 31, 2026, this spread has been reduced by 15 basis points on the 2022 Term Loan (including 10 basis points eliminated by an amendment dated February 6, 2026, andfive basis points eliminated by the amendment, dated April 1, 2026) and by 30 basis points on the 2021 Term Loan (including 10 basis points eliminated by an amendment dated February 6, 2026, and 20 basis points eliminated by the amendment, dated April 1, 2026). Interest rates in effect as of March 31, 2026, were 4.630% for $100 million of the 2021 Term Loan (based on Daily SOFR);4.480% for $200 million of the 2022 Term Loan (based on Daily SOFR); and 4.468% for $200 million of the 2022 Term Loan (based onsix-month Term SOFR).

The Company hastwo remaining 180-day extension options under the 2021 Term Loan (both added as part of in the April 1, 2026, amendment) which has a final extended maturity date of August 11, 2027, andthree remainingsix-month extension options under the 2022 Term Loan (two of which were added as part of in the April 1, 2026, amendment) which has a final extended maturity date of March 3, 2028.

Both term loans have debt covenants consistent with the Credit Facility.

Unsecured Senior Notes

At March 31, 2026, the Company had $2.7 billion aggregate principal amount of senior unsecured notes outstanding, $1.9 billion through public offerings and $750.0 million through privately placed senior notes.

Public Senior Unsecured Notes

In February 2026, CPLP issued $500 million in aggregate principal amount of 4.875% public senior notes. Upon issuance of these notes, CPLP received proceeds of $496.3 million, net of the original issue discount of $3.7 million, resulting in an effective interest rate of 5.001%. These public senior notes had issuance costs of $4.2 million and mature on March 1, 2033.

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 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 these notes, CPLP received proceeds of $397.9 million dollars, net of the original issue discount of $2.1 million, resulting in an effective interest rate of 5.464%. 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 notes, CPLP received proceeds of $498.5 million dollars, net of the original issue discount of $1.5 million, resulting in an effective interest rate of 5.912%. These public senior notes had issuance costs of $5.3 million and mature on October 1, 2034.

The Company's public senior notes are each fully and unconditionally guaranteed by the Company and subject to certain customary 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%.

Privately Placed Senior Unsecured Notes

The Company also has $750.0 million aggregate principal amount of privately placed unsecured senior notes outstanding. 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 privately placed unsecured senior notes contain financial covenants that are consistent with those of our Credit Facility, with the exception of a secured leverage ratio of no more than 40%. The senior notes also contain customary representations and warranties, both affirmative and negative covenants, and customary events of default.

Secured Mortgage Notes

As of March 31, 2026, the Company had $439.4 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$706.9 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, along with a guarantee of certain re-leasing expenses for vacancy at 201 North Tryon.

Other Debt Information

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

At March 31, 2026, and December 31, 2025, the estimated fair value of the Company’s notes payable was $3.9 billion and $3.4 billion, respectively, calculated by discounting the debt's remaining contractual cash flows at estimated current market rates at which similar loans could have been obtained at March 31, 2026, and December 31, 2025, respectively. The estimate of the current market rates, 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 three months ended March 31, 2026, and 2025, interest expense was recorded as follows ($ in thousands):

Three Months Ended March 31,
20262025
Total interest incurred$46,293$39,157
Interest capitalized(1,192)(2,383)
Total interest expense$45,101$36,774
  1. DERIVATIVE FINANCIAL INSTRUMENTS

The Company had no outstanding derivative financial instruments as of March 31, 2026, and December 31, 2025.

The table below presents the effect of the Company's derivative financial instruments on the consolidated statements of operations for the three months ended March 31, 2026, and 2025, ($ in thousands):

Three Months Ended March 31,
Cash Flow Hedges:20262025
Amount of income recognized in accumulated other comprehensive income on interest rate derivatives$—$11
Amount of loss reclassified from accumulated other comprehensive income into income as an increase of interest expense—94
Total amount of interest expense presented in the consolidated statements of operations$45,101$36,774
  1. OTHER LIABILITIES

Other liabilities on the consolidated balance sheets as of March 31, 2026, and December 31, 2025, included the following ($ in thousands):

20262025
Ground lease liability$50,339$50,185
Prepaid rent39,36442,284
Security deposits18,17717,029
Other liabilities2,5292,008
$110,409$111,506
  1. COMMITMENTS AND CONTINGENCIES

Commitments

As a lessor, the Company had $178.8 million in future obligations under leases to fund tenant improvements and other future construction obligations at March 31, 2026.

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.

  1. STOCKHOLDERS' EQUITY

Share Repurchase Program

On February 17, 2026, the Board of Directors of the Company authorized the repurchase of up to $250 million of the Company's outstanding common shares under a share repurchase program. During thethree months ended March 31, 2026, the Company repurchased 3.9 million shares under the repurchase program at an average price of $23.36 per share for a total of $90.0 million. These shares were removed from issued and outstanding but remain authorized. Subsequent to quarter end, on April 28, 2026, the Company's Board of Directors approved an increase to the total amount authorized under the repurchase program to $500 million, of which $410 million remains available for repurchase.

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, the Company 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 the Company's stock through its banking relationships, if any, are made in amounts and at times to be determined by the Company 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 the Company's 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 three months ended March 31, 2026, the Company didnot sell any shares under Forward Sales contracts. During the three months ended March 31, 2025, the Company sold 2.1 million shares under Forward Sales contracts at an average price of $30.43 per share, respectively. For 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 future settlement proceeds, as of March 31, 2026 and December 31, 2025, net of $894,000 of commissions, were $88.5 million. Prior to the Forward Sales executed during the year ended December 31, 2025, the Company had settled 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 had $305.6 million remaining as of March 31, 2026.

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 14. The Company did not settle any shares under the ATM Program during thethree months ended March 31, 2026, or the year ended December 31, 2025.

  1. 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 once a specified sales target is achieved; (3) parking revenue; (4) termination fees; and (5) the reimbursement of the tenants' share of real estate taxes, insurance, and other operating expenses. The Company's leases typically include 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 three months ended March 31, 2026, the Company recognized rental property revenues of$261.1 million, of which$73.7 million represented variable rental revenue. For thethree months ended March 31, 2025, the Company recognized rental property revenues of$243.0 million, of which$69.0 million represented variable rental revenue.

For the three months ended March 31, 2026, the Company recognized fee and other revenue of$2.0 million. For thethree months ended March 31, 2025, the Company recognized fee and other revenue of $7.3 million. Included in other revenue is interest income from investments in real estate debt (see note 3) and in 2025, other revenue includesthe $4.6 million proceeds from the sale of the Company's bankruptcy claim related to the 2023 bankruptcy of Silicon Valley Bank ("SVB"). SVB's subsidiary, SVB Financial Group, was a tenant in the Company's Phoenix market at the time of the bankruptcy filing.

  1. STOCK-BASED COMPENSATION

The Company currently has several types of employee stock-based compensation, including restricted stock and restricted stock units ("RSUs"), issued under the Cousins Properties Incorporated 2019 Omnibus Incentive Stock Plan (the "Prior Incentive Plan") and the Employee Stock Purchase Plan ("ESPP"). Subsequent to quarter end, on April 28, 2026, the Company's shareholders voted to approve the Amended and Restated Cousins Properties Incorporated 2019 Omnibus Incentive Stock Plan (the "Amended Incentive Plan"; the Prior Incentive Plan and the Amended Incentive Plan are collectively the "Incentive Plan"), which increased the aggregate share limit under the Incentive Plan byfive million shares and extended the term of the Incentive Plan to April 28, 2036. While the Company's Incentive Plan also allows for the issuance of stock options, none have been issued or 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 issued under the Incentive Plan.

The Company's compensation expense for the three months ended March 31, 2026, 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. For the three months ended March 31, 2026, and 2025, stock-based compensation expense, net of forfeitures, was recorded as follows ($ in thousands):

Three Months Ended March 31,
20262025
Equity-classified awards:
Restricted stock$1,075$1,130
Market-based RSUs3,3573,459
Performance-based RSUs1,127987
Director grants409391
Employee Stock Purchase Plan5027
Total equity-classified award expense, net of forfeitures$6,018$5,994

Information on the Company's stock compensation plan, including information on the Company's equity-classified awards is discussed in note 15 of the notes to the consolidated financial statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2025.

Grants of Equity-Classified Awards

Under the Incentive Plan, in 2026 and 2025, the Company granted three types of equity-classified awards to key employees under the Incentive Plan: (1) RSUs based on the Total Stockholder Return ("TSR") of the Company, as defined in the award documents, relative to that of office peers included in the Nareit Office Index (the "Market-based RSUs"), (2) RSUs based on the ratio of cumulative funds from operations per share to targeted cumulative funds from operations per share (the “Performance-based RSUs”), and (3) restricted stock.

The RSU awards are equity-classified awards to be settled in common stock 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 the 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 the vesting period using the 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 performance period for the Performance-based RSUs and TSR measurement period for the Market-based RSUs awarded isthree years starting on January 1 of the year of issuance and ending on December 31. The ultimate settlement of these awards can range from zero percent to 200% of the targeted number of units depending on the achievement of the market and performance metrics described above.

The restricted stock vests ratably over three years from the grant 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.

The following table summarizes the grants of equity-classified awards made to employees by the Company during the three months ended March 31, 2026, and 2025, respectively, (in thousands):

Shares and Targeted Units Granted in
20262025
Market-based RSUs264178
Performance-based RSUs11376
Restricted stock262177

The Monte Carlo valuation used to determine the grant date fair value of the equity-classified Market-based RSUs included the following assumptions for those RSUs granted during three months ended March 31, 2026, and 2025:

Assumptions for RSUs Granted in
2026 · 2025
Volatility(1)29.7%31.3%
Risk-free rate(2)3.43%4.26%
Stock beta(3)0.83%0.88%

(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.

  1. EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted earnings per share for the three months ended March 31, 2026, and 2025 ($ in thousands, except per share amounts):

Three Months Ended March 31,
20262025
Earnings per common share - basic:
Numerator:
Net income (loss)$(24,670)$21,093
Net loss (income) attributable to noncontrolling interests inCPLP from continuing operations4(3)
Net income attributable to other noncontrolling interests(190)(193)
Net income available to common stockholders$(24,856)$20,897
Denominator:
Weighted average common shares - basic166,399167,809
Net income per common share - basic$(0.15)$0.12
Earnings per common share - diluted:
Numerator:
Net income (loss)$(24,670)$21,093
Net loss attributable to noncontrolling interests inCPLP from continuing operations4—
Net income (loss) attributable to other noncontrolling interests(190)(193)
Net income (loss) available for common stockholders before allocation of net income attributable to noncontrolling interests in CPLP$(24,856)$20,900
Denominator:
Weighted average common shares - basic166,399167,809
Add:
Potential dilutive common shares - restricted stock units, less shares assumed purchased at market price—759
Weighted average units of CPLP convertible into common shares—25
Weighted average common shares - diluted166,399168,593
Net income per common share - diluted$(0.15)$0.12

The treasury stock method resulted in no dilution from shares expected to be issued under forward contracts for the future sales of common stock under the Company's ATM Program or from shares expected to be issued under the Company's ESPP during the respective periods presented.

  1. CONSOLIDATED STATEMENTS OF CASH FLOWS - SUPPLEMENTAL INFORMATION

Supplemental information related to the cash flows, including significant non-cash activity affecting the consolidated statements of cash flows, for the three months ended March 31, 2026, and 2025 is as follows ($ in thousands):

20262025
Interest paid, net of amounts capitalized$56,357$33,166
Income taxes paid——
Non-Cash Investing and Financing Activities:
Common stock dividends declared and accrued54,25355,084
Tenant improvements funded by tenants6,58527,283
Changes in accounts payable and accrued expenses related to real estate assets(10,688)9,262
  1. 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, Dallas, Houston, Nashville, Phoenix, and Tampa.

Company management evaluates the performance of its operating segments in part based on Net Operating Income ("NOI"). Office Property NOI is regularly reported to the Chief Operating Decision Maker ("CODM") by operating 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. Information on the Company's segments along with a reconciliation of NOI to net income for the three months ended March 31, 2026, and 2025 are as follows ($ in thousands):

Three Months Ended March 31, 2026Rental Property RevenuesRental Property Operating ExpensesNOI
Austin$89,869$27,646$62,223
Atlanta84,34729,49354,854
Charlotte26,1347,11219,022
Tampa20,4277,26913,158
Phoenix17,9314,19013,741
Dallas12,4534,0358,418
Houston8,7723,2145,558
Nashville1,680905775
Segment Totals$261,613$83,864$177,749
Other Non - Office Properties4,0131,6992,314
Portfolio Totals$265,626$85,563$180,063
Less: Company's share from unconsolidated joint ventures$(6,349)$(2,978)
Termination Fees1,831—
Consolidated Totals$261,108$82,585
Three Months Ended March 31, 2025Rental Property RevenuesRental Property Operating ExpensesNOI
Austin$87,137$27,299$59,838
Atlanta81,61029,53952,071
Tampa20,5597,38313,176
Phoenix16,0253,93312,092
Charlotte22,4195,58616,833
Dallas4,5569403,616
Houston8,5372,8515,686
Nashville831343488
Segment Totals$241,674$77,874$163,800
Other Non - Office Properties$3,021$1,593$1,428
Portfolio Totals$244,695$79,467$165,228
Less: Company's share from unconsolidated joint ventures$(4,534)$(2,311)
Termination Fees2,866—
Consolidated Totals$243,027$77,156

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

Three Months Ended March 31,
20262025
Net Income (Loss)$(24,670)$21,093
Fee income(1,245)(496)
Termination fee income(1,831)(2,866)
Other income(756)(6,805)
General and administrative expenses11,84010,709
Interest expense45,10136,774
Depreciation and amortization108,406102,114
Operating Property Impairment36,600—
Reimbursed expenses120177
Other expenses438422
Loss from unconsolidated joint ventures2,6421,883
Net operating income from unconsolidated joint ventures3,3712,223
Loss on investment property transaction47—
Net Operating Income$180,063$165,228
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