HIGHWOODS PROPERTIES, INC.

Statements of Cash Flows

We report and analyze our cash flows based on operating activities, investing activities and financing activities. The following table sets forth the changes in the Company’s cash flows (in thousands):

The change in net cash provided by operating activities in the nine months ended September 30, 2026 as compared to 2025 was primarily due to changes in operating assets and liabilities and net cash from property acquisitions in Raleigh, Charlotte, and Dallas, partially offset by property dispositions.

The change in net cash provided by/(used in) investing activities in the nine months ended September 30, 2026 as compared to 2025 was primarily due to higher net proceeds from property dispositions and distributions of capital from our Granite Park Six, Midtown East and 23Springs joint ventures upon receipt of loan proceeds. These inflows were partially offset by higher investments in acquired real estate in Raleigh and Dallas, higher investments in tenant improvements, deferred leasing costs and building improvements and higher investments in unconsolidated affiliates.

The change in net cash used in financing activities in the nine months ended September 30, 2026 as compared to 2025 was primarily due to higher net debt repayments in 2026 and proceeds from the issuance of common stock in 2025, partially offset by contributions from joint venture partners to acquire consolidated real estate assets in 2026.

Capitalization

The following table sets forth the Company’s capitalization (in thousands, except per share amounts):

As of September 30, 2026, our mortgages and notes payable and outstanding preferred stock represented 52.0% of our total capitalization and 42.2% of the undepreciated book value of our assets. See also “Executive Summary - Liquidity and Capital Resources.”

Our mortgages and notes payable as of September 30, 2026 consisted of $697.0 million of secured indebtedness with a weighted average interest rate of 4.45% and $2,829.1 million of unsecured indebtedness with a weighted average interest rate of 4.48%. The secured indebtedness was collateralized by real estate assets with an undepreciated book value of $1,299.3 million. As of September 30, 2026, $350.0 million of our debt bears interest at floating rates.

Investment and Joint Venture Activity

In the normal course of business, we regularly evaluate potential acquisitions. As a result, from time to time, we may have one or more potential acquisitions under consideration that are in varying stages of evaluation, negotiation or due diligence, including potential acquisitions that are subject to non-binding letters of intent or enforceable contracts. Consummation of any transaction is subject to a number of contingencies, including the satisfaction of customary closing conditions. No assurances can be provided that we will acquire any properties in the future. See “Item 1A. Risk Factors - Risks Related to our Investment Activities - Recent and future acquisitions and development properties may fail to perform in accordance with our expectations and may require renovation and development costs exceeding our estimates” in our 2025 Annual Report on Form 10-K.

During the third quarter of 2026, we sold nine buildings in Richmond, Atlanta and Raleigh for an aggregate sales price of $85.2 million and recorded aggregate gains on disposition of property of $13.6 million.

During the third quarter of 2026, we commenced construction of site and infrastructure work at our Ovation mixed-use real estate development land in Nashville. These development expenditures are intended to facilitate the potential sale of portions of such land to third parties for the future development of residential, retail and/or hotel uses by such third parties, and the future development of office buildings by us. Ovation is currently entitled and master planned for the overall development of up to 1,225,000 square feet of additional office, 1,594 residential units, 430,000 square feet of retail and 350 hotel keys.

To fund construction of our 23Springs development project, the 23Springs joint venture previously obtained a construction loan for up to $265.0 million, with an interest rate of SOFR plus 355 basis points. This loan was scheduled to mature in March 2027. During the third quarter of 2026, the 23Springs joint venture modified this loan by converting it from a construction loan to a delayed draw secured loan, extending the maturity date to September 2029 (and can be extended for one additional year at the joint venture’s option assuming no defaults have occurred), lowering the borrowing spread to SOFR plus 230 basis points and increasing the borrowing capacity to $370.0 million. As of September 30, 2026, $325.6 million was outstanding on this loan. In connection with this modification, the 23Springs joint venture obtained interest rate hedge contracts that effectively cap the underlying SOFR rate at 5.0%. The incremental net proceeds were distributed equally to us and our partner, Granite.

During the third quarter of 2026, the Midtown East joint venture obtained a two-tranche secured mortgage loan from a third party lender. The first tranche consists of a $44.8 million secured loan that was used to repay the $43.8 million balance on a secured construction loan that we previously provided the joint venture. The second tranche consists of a $10.9 million non-revolving line of credit. As of September 30, 2026, $2.5 million was drawn on the line of credit. Both tranches bear interest at SOFR plus 205 basis points and are scheduled to mature in July 2036. In connection with this loan, the Midtown East joint venture obtained interest rate hedge contracts that effectively fix the weighted average rate of both tranches at 6.3%.

Financing Activity

During the first quarter of 2026, we entered into separate equity distribution agreements with each of Wells Fargo Securities, LLC, BofA Securities, Inc., BTIG, LLC, Jefferies LLC, J.P. Morgan Securities LLC, TD Securities (USA) LLC and Truist Securities, Inc. pursuant to which the Company may offer and sell up to $300.0 million in aggregate gross sales price of shares of Common Stock from time to time, including on a forward basis, through such firms, acting as agents of the Company or as principals. Sales of the shares, if any, may be made by means of ordinary brokers’ transactions on the NYSE or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices or as otherwise agreed with any of such firms, which may include block trades. During the third quarter of 2026, the Company issued no shares of Common Stock under its equity agreements, except for the shares sold and settled on a forward basis, if any, as discussed below.

The following table summarizes the activity for shares sold and settled on a forward basis under the equity distribution agreements:

(1)Upon a forward sale, the equity distribution agent typically earns a commission of 1.5% of the gross sales price.

The Company initially does not receive any proceeds from the sales of shares on a forward basis. We may settle the applicable forward sale agreements on one or more dates prior to the respective scheduled maturity dates, at which point the Company would receive the proceeds net of certain costs; provided, however, generally we may elect to cash settle or net share settle such forward sale agreements at any time through the respective scheduled maturity dates, which is typically one year from the respective trade dates.

During the second quarter of 2026, the Company’s Board of Directors authorized the repurchase of up to $250.0 million of outstanding shares of Common Stock under a new stock repurchase program. We anticipate funding any stock repurchases with proceeds from non-core asset sales, available cash and borrowings under our revolving credit facility. The Company may purchase shares of Common Stock from time to time in amounts and at prices determined by the Company in its discretion. Shares of Common Stock may be repurchased in the open market or in privately negotiated transactions (which may include block trades). If and when the Company repurchases Common Stock under this program, the Operating Partnership will repurchase an equal number of Common Units from the Company. The timing, manner, price and actual number of shares repurchased will be subject to a variety of factors, including price, market conditions, corporate and regulatory requirements, applicable SEC rules and other liquidity requirements and priorities. The Common Stock repurchase program does not have an expiration date, does not obligate the Company to repurchase any dollar amount or number of shares and may be suspended, modified or discontinued at any time without prior notice. During the third quarter of 2026, the Company repurchased no shares of Common Stock under its stock repurchase program.

Our $750.0 million unsecured revolving credit facility is scheduled to mature in January 2028 (but can be extended for two additional six-month periods at our option assuming no defaults have occurred). The interest rate on our revolving credit facility is SOFR plus 85 basis points, based on current credit ratings. The annual facility fee is 20 basis points. The interest rate and facility fee are based on the higher of the publicly announced ratings from Moody’s Investors Service or Standard & Poor’s Ratings Services. The interest rate may be adjusted upward or downward by 2.5 basis points depending upon whether or not we achieve certain pre-determined sustainability goals with respect to the ongoing reduction of greenhouse gas emissions. There were no amounts outstanding under our revolving credit facility as of September 30, 2026 or October 20, 2026. As of both September 30, 2026 and October 20, 2026, we had $0.1 million of outstanding letters of credit, which reduce the availability on our revolving credit facility. As a result, the unused capacity of our revolving credit facility was $749.9 million as of both September 30, 2026 and October 20, 2026.

During the third quarter of 2026, we repurchased $3.1 million principal amount of unsecured notes due March 2027.

We are currently in compliance with financial covenants and other requirements with respect to our consolidated debt. Although we expect to remain in compliance with these covenants and ratios for at least the next year, depending upon our future operating performance, property and financing transactions and general economic conditions, we cannot provide any assurances that we will continue to be in compliance.

Our revolving credit facility and bank term loans require us to comply with customary operating covenants and various financial requirements. Upon an event of default on our revolving credit facility, the lenders having at least 51.0% of the total commitments under our revolving credit facility can accelerate all borrowings then outstanding, and we could be prohibited from borrowing any further amounts under our revolving credit facility, which would adversely affect our ability to fund our operations. In addition, certain of our unsecured debt agreements contain cross-default provisions giving the unsecured lenders the right to declare a default if we are in default under more than $35.0 million with respect to other loans in some circumstances.

The indenture that governs the Operating Partnership’s outstanding notes requires us to comply with customary operating covenants and various financial ratios. The trustee or the holders of at least 25.0% in principal amount of any series of notes can accelerate the principal amount of such series upon written notice of a default that remains uncured after 60 days.

We may not be able to repay, refinance or extend any or all of our debt at maturity or upon any acceleration. If any refinancing is done at higher interest rates, the increased interest expense could adversely affect our cash flow and ability to pay distributions. Any such refinancing could also impose tighter financial ratios and other covenants that restrict our ability to take actions that could otherwise be in our best interest, such as funding new development activity, making opportunistic acquisitions, repurchasing our securities or paying distributions.

Dividends and Distributions

To maintain its qualification as a REIT, the Company must pay dividends to stockholders that are at least 90.0% of its annual REIT taxable income, excluding net capital gains. The partnership agreement requires the Operating Partnership to distribute at least enough cash for the Company to be able to pay such dividends. The Company’s REIT taxable income, as determined by the federal tax laws, does not equal its net income under accounting principles generally accepted in the United States of America (“GAAP”). In addition, although capital gains are not required to be distributed to maintain REIT status, capital gains, if any, are subject to federal and state income tax unless such gains are distributed to stockholders.

Cash dividends and distributions reduce the amount of cash that would otherwise be available for other business purposes, including funding debt maturities, reducing debt or future growth initiatives. The amount of future distributions that will be made is at the discretion of the Company’s Board of Directors. For a discussion of the factors that will affect such cash flows and, accordingly, influence the decisions of the Company’s Board of Directors regarding dividends and distributions, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources - Dividends and Distributions” in our 2025 Annual Report on Form 10-K.

On October 22, 2026, the Company declared a cash dividend of $0.50 per share of Common Stock, which is payable on December 8, 2026 to stockholders of record as of November 16, 2026.

During the third quarter of 2026, the Company declared and paid a cash dividend of $0.50 per share of Common Stock.

Current and Future Cash Needs

We anticipate that our available cash and cash equivalents, cash flows from operating activities and other available financing sources, including the issuance of debt securities by the Operating Partnership, secured debt, bank term loans, borrowings under our revolving credit facility, the issuance of equity securities by the Company or the Operating Partnership and the disposition of non-core assets, will be adequate to meet our short-term liquidity requirements. We generally believe existing cash and rental and other revenues will continue to be sufficient to fund operating and general and administrative expenses, interest expense, our existing quarterly dividend and existing portfolio capital expenditures, including building improvement costs, tenant improvement costs and lease commissions.

We had $279.2 million of cash and cash equivalents as of September 30, 2026. The unused capacity of our revolving credit facility was $749.9 million as of both September 30, 2026 and October 20, 2026.

We have a currently effective automatic shelf registration statement on Form S-3 with the SEC pursuant to which, at any time and from time to time, in one or more offerings on an as-needed basis, the Company may sell an indefinite amount of common stock, preferred stock and depositary shares and the Operating Partnership may sell an indefinite amount of debt securities, subject to our ability to effect offerings on satisfactory terms based on prevailing market conditions.

The Company from time to time enters into equity distribution agreements with a variety of firms pursuant to which the Company may offer and sell shares of common stock from time to time, including on a forward basis under forward sale agreements, through such firms, acting as agents of the Company or as principals. Sales of the shares, if any, may be made by means of ordinary brokers’ transactions on the NYSE or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices or as otherwise agreed with any of such firms (which may include block trades).

During the remainder of 2026, we expect to sell between $100 million to $250 million of additional properties no longer considered to be core assets due to location, age, quality and/or overall strategic fit. We can make no assurance, however, that we will sell any additional non-core assets or, if we do, what the timing or terms of any such sale will be.

See also “Executive Summary” and “Executive Summary - Liquidity and Capital Resources.”