COUSINS PROPERTIES INC

September 30, 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, Phoenix, Tampa, Dallas, and Nashville. Cousins has elected to be taxed as a REIT and intends, among other things, to 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 September 30, 2026, the Company's operating portfolio of real estate assets consisted of interests in 21.2 million square feet of office space and 817,000 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 and nine months ended September 30, 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 the primary beneficiary, the Company is required to consolidate the assets, liabilities, and results of operations of the VIE. In September 2026, the Company entered into the 2401 McKinney Holdings, LLC ("2401 McKinney") joint venture and has determined that 2401 McKinney qualifies as a VIE. The Company owns 97.5% of 2401 McKinney and is the primary beneficiary of the joint venture. As such, the assets, liabilities, and results of operations of the VIE are included in the consolidated balance sheets and statements of operations for the period ended September 30, 2026. As of September 30, 2026 the assets and liabilities of the venture were $70.4 million and $17.7 million, respectively. The VIE's assets and activities are restricted to uses agreed to by the Company's partners. Creditors of the VIE do not have recourse to the general credit of the Company. The Company had no investments or interests in any VIEs as of December 31, 2025.

Recently Issued Accounting Pronouncements: In November 2024, the FASB issued Accounting Standards Update ("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.

2. REAL ESTATE

Acquisitions

On February 2, 2026, the Company acquired 300 South Tryon in Uptown Charlotte. On July 28, 2025, the Company acquired The Link in Uptown Dallas. 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 these acquisitions ($ in thousands):

(1)

The intangible assets and liabilities will be amortized over a weighted average remaining lease term of 6 and 9.3 years from the acquisition dates for 300 South Tryon and for The Link, respectively.

(2)

For 300 South Tryon, total net assets acquired 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. For The Link, total net assets acquired represents net purchase price, including acquisition costs of $280,000 as well as net operating liabilities of $3.3 million.

On September 29, 2026, through its consolidated joint venture, 2401 McKinney, the Company acquired a 2.3 acre land parcel in Uptown Dallas for future development. This 2.3 acre parcel is comprised of 1.2 acres acquired fee simple for a gross purchase price of $50.0 million and 1.1 acres acquired through the assignment of a long term ground lease. The assets acquired and liabilities assumed were recorded at relative fair value, as determined by mana gement based on information available at the acquisition date. The relative fair value of the land owned in fee simple and related predevelopment assets was$42.2 million and$7.8 million, respectively. The 1.1 acre operating ground lease has a remaining term of 96 years. The Company recorded a $17.7 million right of use asset and ground lease liability, included in land and other liabilities, respectively, on the consolidated balance sheet as of September 30, 2026. The lease liability was measured using management's assumptions regarding the lease term and discount rate, with a corresponding right-of-use asset recognized upon assignment. The total undiscounted cash flows of our scheduled obligations for future minimum payments under this ground lease is $220.3 million, including $4.2 million through September 30, 2031. The discount rate used in determining the liabilities associated with this ground lease was 6.4%.

Dispositions

On February 25, 2026, the Company sold Harborview Plaza in Tampa for a gross sales price of $39.5 million. The sale of the property did not result in a significant gain or loss. The Company recorded an impairment of $13.3 million on this property in 2025.

On June 26, 2026, the Company sold Research Park V in Austin for a gross sales price of $42.0 million resulting in a gain of $9.2 million.

On July 29, 2026, the Company sold One Eleven Congress in Austin for a gross sales price of $208.0 million. The sale of the property did not result in a significant gain or loss. The Company recorded an impairment on this property of $36.6 million during the three months ended March 31, 2026 as discussed below.

Held for Sale

The major classes of assets and liabilities of properties held for sale as of September 30, 2026 (303 Tremont land parcel), and December 31, 2025 (Harborview Plaza and 303 Tremont land parcel), were as follows ($ in thousands):

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 records an impairment when circumstances indicate an asset group's carrying value may not be recoverable. This review includes the Company's operating properties, properties under development, and land holdings and considers whether each asset group is held for investment or held for sale.

In March 2026, the Company entered into an agreement to sell One Eleven Congress and determined that it was more likely than not that the expected hold period for the related asset group had significantly decreased. Because the carrying value of the asset group exceeded the undiscounted cash flows over the revised hold period, the property was written down to its estimated fair value, resulting in an impairment of $36.6 million recognized in the three months ended March 31, 2026. The estimated fair value was based on the third-party offer to purchase (a level 2 input under authoritative guidance for fair value measurements).

3. INVESTMENTS IN REAL ESTATE DEBT

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

(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.

(3)

Reflects the current amount outstanding as of the periods presented related to the Company's commitment to fund up to $31.5 million.

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 and bears interest at SOFR plus 6.25%. This loan's maturity has been extended to September 30, 2027, consistent with the related joint venture construction loan's extension (see note 4).

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

On July 17, 2026, the Company acquired a preferred equity interest in a joint venture that owns 5th & Walsh, a 199,000 square foot office building under development in Austin. While the Company is committed to fund up to $31.5 million earning a 10% annual preferred return, no funding has occurred as of September 30, 2026. The mandatory redemption date of the preferred equity interest is July 17, 2030, with the option to extend the redemption date for up to 24 months, subject to conditions. As this preferred equity interest has the characteristics of debt, the investment has been classified as an investment in real estate debt.

As of September 30, 2026, 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 these 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 adjust the carrying value of this loan investment if required under GAAP fair value hierarchy. Interest and fee 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. Any fee income or expense related to these investments in real estate debt is recorded when incurred and included in other expenses.

4. 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 September 30, 2026, and December 31, 2025 ($ in thousands).

(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. Total liabilities include 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. In September 2026, the joint venture exercised an option to extend the loan maturity to September 30, 2027. The construction loan now has a total outstanding principal amount of$254.9 million of which the Company's share is$127.4 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 interest rate on the loan as of September 30, 2026, was 6.80%. 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 customary "non-recourse carve-out guaranties." 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).

(4)

In September 2026, TL CO Proscenium JV, LLC closed on an interest-only, delayed draw mortgage loan with a borrowing capacity of up to $125.9 million, of which the Company's share is $25.2 million. As of September 30, 2026, the principal amount outstanding is$87.1 million, of which the Company's share is$17.4 million. The interest rate applicable to the mortgage loan is based on SOFR plus 3.05%, with a SOFR floor of 2.75%, which had a rate of 6.963% as of September 30, 2026. The loan is scheduled to mature on October 9, 2029, and the joint venture has the option to exercise twoone-year extensions, subject to certain conditions. The Company and its joint venture partner guarantee their respective portions of the borrower's obligations to pay certain required contributions for project carrying costs and leasing and tenant improvement costs. Our share of this funding commitment is $7.8 million. Additionally, on September 30, 2026, the Company received a $15.9 million distribution from the initial loan proceeds which was recorded as a reduction in our investment in the unconsolidated joint venture. Subsequent to quarter end, on October 1, 2026, the Company's partner received its related distribution of $63.5 million.

The information included in the Summary of Operations table below is for the nine months ended September 30, 2026 and 2025 ($ in thousands).

5. INTANGIBLE ASSETS AND LIABILITIES

At September 30, 2026, and December 31, 2025, intangible assets included the following ($ in thousands):

At September 30, 2026, and December 31, 2025, intangible liabilities were the following ($ in thousands):

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

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

6. OTHER ASSETS

Other assets on the consolidated balance sheets as of September 30, 2026, and December 31, 2025, included the following ($ in thousands):

(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.

7. NOTES PAYABLE

The following table summarizes the terms of notes payable outstanding at September 30, 2026, and December 31, 2025 ($ in thousands):

(1)

Interest rate as of September 30, 2026.

(2)

Weighted average maturity of notes payable outstanding at September 30, 2026, was 4.0 years, exclusive of unexercised extension options.

(3)

The Company previously electedsix-month Term SOFR through September 3, 2026, for $200 million and Daily SOFR for $200 million. Upon the ending of the selected Term rates in September 2026, the Company elected Daily SOFR for the total $400 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

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 extended the maturity date from April 30, 2027, to April 1, 2031, increased the borrowing capacity from $1.0 billion to $1.2 billion, and reduced the applicable spread over 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 the Company's leverage ratio and credit rating. During the first quarter of 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.

As of September 30, 2026, the Credit Facility's interest rate spread over SOFR was 0.725%, 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$1.1 billion at September 30, 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 March 3, 2027, 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 February 12, 2027, 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.

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 first quarter of 2026, this spread was 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 September 30, 2026, were 4.670% for $100 million of the 2021 Term Loan and for the $400 million of the 2022 Term Loan (based on Daily SOFR).

The Company has exercised the fourth of sixsix-month extension options on the 2022 Term Loan, which became effective September 3, 2026, extending the maturity date to March 3, 2027. The Company has also exercised the fifth of sixsix-month extension options on the 2021 Term Loan, which became effective August 19, 2026, extending the maturity date to February 12, 2027. The Company hastwo remainingsix-month extension options under the 2022 Term Loan (each of which were added as part of the April 1, 2026, amendment) which (if both extension options were exercised) has a final extended maturity date of March 3, 2028. The Company hasone remaining 180-day extension option under the 2021 Term Loan (added as part of the April 1, 2026 amendment) which (if the extension option is exercised) has a final extended maturity date of August 11, 2027.

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

Unsecured Senior Notes

At September 30, 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$4.3 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, 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, 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

In September 2026, the Company repaid $99.2 million remaining principal on the Colorado Tower mortgage loan in full.

As of September 30, 2026, the Company had $336.9 million outstanding on three non-recourse mortgage notes with a weighted average interest rate of 5.32%. All interest rates on the secured mortgage notes are fixed. Assets with depreciated carrying values of$628.3 million were pledged as security on these mortgage notes payable. In addition, the Company provides a customary “non-recourse carve-out guaranty” on its non-recourse loans.

Subsequent to September 30, 2026, in October 2026, the Company repaid the $115.9 million remaining principal on the 201 North Tryon mortgage loan in full.

Other Debt Information

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

At September 30, 2026, and December 31, 2025, the estimated fair value of the Company’s notes payable was$3.6 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 September 30, 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 thethree and nine months ended September 30, 2026, and 2025, interest expense was recorded as follows ($ in thousands):

8. DERIVATIVE FINANCIAL INSTRUMENTS

The Company had no outstanding derivative financial instruments as of September 30, 2026, and December 31, 2025.

As the Company's outstanding derivative financial instruments expired in March 2025, there was no effect on the consolidated statements of operations for the three and nine months ended September 30, 2026, or three months ended September 30, 2025, respectively. The table below presents the effect of the Company's derivative financial instruments on the consolidated statements of operations for thenine months ended September 30, 2025 ($ in thousands):

9. OTHER LIABILITIES

Other liabilities on the consolidated balance sheets as of September 30, 2026, and December 31, 2025, included the following ($ in thousands):

10. COMMITMENTS AND CONTINGENCIES

Commitments

As a lessor, the Company had$187.5 million in future obligations to fund tenant improvements and other future construction obligations at September 30, 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.

11. 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. 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 as of September 30, 2026. During the three 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. The Company made no further share repurchases in the subsequent six months ended September 30, 2026.

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 funding with its capital needs. Sales of shares of the Company's stock, if any, through its banking relationships, are made in amounts and at times to be determined by the Company, 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 and nine months ended September 30, 2026, the Company sold 917,000 shares under Forward Sales contracts at an average price of $31.37. These Forward Sales contracts have an initial maturity date of June 30, 2027, which can be extended by mutual agreement of each party. During the three months ended September 30, 2025, the Company didnot sell any shares under Forward Sales contracts. During thenine months ended September 30, 2025, the Company sold 2.9 million shares under Forward Sales contracts at an average price of $30.44 per share. The Company did not sell any more shares under Forward Sales contracts during the remainder of 2025. These Forward Sales contracts have an initial maturity date of December 31, 2026, which can be extended by mutual agreement of each party. The future settlement proceeds were $116.9 million, net of $1.2 million of commissions, and $88.5 million, net of $894,000 of commissions, as of September 30, 2026, and December 31, 2025, respectively. Through September 30, 2026, the Company had settled Forward Sales for 2.6 million shares under the ATM Program and generated net cash proceeds of $101.4 million. 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 $276.8 million remaining as of September 30, 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 the three and nine months ended September 30, 2026, or the year ended December 31, 2025.

Other Equity Transactions

On April 30, 2026, the Company purchased the 10% non-controlling interest in one of its consolidated partnerships, which owned the 100 Mill office property, for $18.5 million. As a result of this transaction, $14.1 million non-controlling interest book value was removed from the Company's balance sheet, and $4.5 million was recorded as a reduction in additional paid-in-capital.

12. 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 lease revenues recognized on a straight-line basis over the respective lease terms; (2) percent 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 under 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 and nine months ended September 30, 2026, the Company recognized rental property revenues of $257.3 million and $784.1 million, respectively, of which $69.8 million and $219.1 million represented variable rental revenue, respectively. For the three and nine months ended September 30, 2025, the Company recognized rental property revenues of $246.5 million and $727.2 million, respectively, of which $69.3 million and $201.4 million represented variable rental revenue.

For the three and nine months ended September 30, 2026, the Company recognized fee and other revenue of $2.1 million and $6.9 million, respectively. For the three and nine months ended September 30, 2025, the Company recognized fee and other revenue of $1.9 million and $11.6 million, respectively. Included in other revenue is interest income from investments in real estate debt (see note 3), and in 2025, other revenue includes the $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.

13. STOCK-BASED COMPENSATION

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"), which replaced the Cousins Properties Incorporated 2019 Omnibus Incentive Stock Plan (the "Prior Incentive Plan" and, together with the Amended Incentive Plan, the "Incentive Plan"), increased the aggregate share limit under the Incentive Plan byfive million shares, and extended the term of the Incentive Plan to April 28, 2036.

The Company currently has several types of employee stock-based compensation, including restricted stock and restricted stock units ("RSUs"), issued under the Incentive Plan and the Employee Stock Purchase Plan ("ESPP"). 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 and nine months ended September 30, 2026, relates to restricted stock, stock-settled RSUs, and the ESPP. Restricted stock, the stock-settled RSUs, and the ESPP options are equity-classified compensation for which compensation expense per share is fixed. For thethree and nine months ended September 30, 2026, and 2025, respectively, stock-based compensation expense, net of forfeitures, was recorded as follows ($ in thousands):

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 the second quarters of 2026 and 2025, the Company granted 61,794 and 60,121 shares of stock, respectively, with a grant date value of $1.6 million and $1.7 million, respectively, to independent members of the Company's board of directors (the "Board") for their service as members of the Board. These shares vested on the issuance date, and the Company records the related expense over the director'sone year service period.

Under the Incentive Plan, in 2026 and 2025, the Company granted three types of equity-classified awards to key employees: (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.

Theexpense of these Market-based RSUs is not adjusted for the number of awards that are expected to vest or 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 for these Performance-based RSUs 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 each of 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 0% 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 on a straight-line basis over the vesting period.

The following table summarizes the grants of equity-classified awards made to employees by the Company during thenine months ended September 30, 2026, and 2025, respectively (in thousands):

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 thenine months ended September 30, 2026, and 2025:

(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.

14. EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted earnings per share for thethree and nine months ended September 30, 2026, and 2025 ($ in thousands, except per share amounts):

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.

15. 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 thenine months ended September 30, 2026, and 2025 is as follows ($ in thousands):

16. 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 thethree and nine months ended September 30, 2026, and 2025 are as follows ($ in thousands):

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