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Piedmont Realty Trust, Inc.

For the period ended Sep 30, 2025. Filed Oct 27, 2025.

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About this filing

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.

Sep 30, 2025 · Filed Oct 27, 2025

PDM$9.97+1.1%Stored close · as of Nov 6, 2026
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Note

  1. Derivative Instruments

Risk Management Objective of Using Derivatives

In addition to operational risks which arise in the normal course of business, Piedmont is exposed to economic risks such as interest rate, liquidity, and credit risk. In certain situations, Piedmont has entered into derivative financial instruments, specifically interest rate swap agreements, to manage interest rate risk exposure arising from current or future variable rate debt transactions. Interest rate swap agreements involve the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. Piedmont’s objective in using interest rate derivatives is to add stability to interest expense and to manage its exposure to interest rate movements.

Cash Flow Hedges of Interest Rate Risk

Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for Piedmont making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.

During the nine months ended September 30, 2025, Piedmont terminated eight interest rate swap agreements associated with the $250 Million Unsecured 2018 Term Loan in conjunction with paying off the loan. Additionally, Piedmont entered intoone new interest rate swap agreement to fully hedge the risk of changes in the interest-related cash flows associated with the additional $125 million of principal resulting from the upsized $325 Million Unsecured 2024 Term Loan (see Note 3 above) through February 1, 2026. All of Piedmont's interest rate swap agreements are designated as effective cash flow hedges and are designated using SOFR. The maximum length of time over which Piedmont is hedging its exposure to the variability in future cash flows for forecasted transactions is 4 months.

A detail of Piedmont’s interest rate derivatives outstanding as of September 30, 2025 is as follows:

Interest Rate Derivatives:Number of Swap AgreementsAssociated Debt InstrumentTotal Notional Amount(in millions)Effective DateMaturity Date
Interest rate swaps2$325 Million Unsecured 2024 Term Loan$802/1/20242/1/2026
Interest rate swaps2$325 Million Unsecured 2024 Term Loan1209/3/20242/1/2026
Interest rate swaps1$325 Million Unsecured 2024 Term Loan1252/19/20252/1/2026
Total$325

Piedmont presents its interest rate derivatives on its consolidated balance sheets on a gross basis as interest rate swap assets and interest rate swap liabilities. A detail of Piedmont’s interest rate derivatives on a gross and net basis as of September 30, 2025 and December 31, 2024, respectively, is as follows (in thousands):

Interest rate swaps classified as:September 30,2025December 31,2024
Gross derivative assets$—$671
Gross derivative liabilities(175)(8)
Net derivative asset/(liability)$(175)$663

The gain/(loss) on Piedmont's interest rate derivatives, including previously settled forward swaps, that was recorded in OCI and the accompanying consolidated statements of operations as a component of interest expense for the three and nine months ended September 30, 2025 and 2024, respectively, is as follows (in thousands):

Three Months EndedNine Months Ended
Interest Rate Swaps in Cash Flow Hedging RelationshipsSeptember 30,2025September 30,2024September 30,2025September 30,2024
Amount of gain/(loss) recognized in OCI$90$(2,091)$269$1,168
Amount of previously recorded gain/(loss) reclassified from OCI into interest expense$(266)$1,043$(337)$3,064
Total amount of interest expense presented in the consolidated statements of operations$(31,968)$(32,072)$(95,599)$(91,355)
Total amount of loss on early extinguishment of debt presented in the consolidated statements of operations$—$—$(8,000)$(386)

Piedmont estimates that approximately $2.3 million will be reclassified from OCI as an increase to interest expense over the next twelve months. Additionally, see Note 5 for fair value disclosures of Piedmont's derivative instruments.

Credit-risk-related Contingent Features

Piedmont has agreements with its derivative counterparties that contain a provision whereby if Piedmont defaults on any of its indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender, then Piedmont could also be declared in default on its derivative obligations. If Piedmont were to breach any of the contractual provisions of the derivative contracts, it could be required to settle its liability obligations under the agreements at their termination value of the estimated fair values plus accrued interest, or approximately $175,000 as of September 30, 2025. Additionally, Piedmont has rights of set-off under certain of its derivative agreements related to potential termination fees and amounts payable under the agreements, if a termination were to occur.

  1. Fair Value Measurement of Financial Instruments

Piedmont considers its cash and cash equivalents, tenant receivables, restricted cash and escrows, accounts payable and accrued expenses, interest rate swap agreements, and debt to meet the definition of financial instruments. The following table sets forth the carrying and estimated fair value for each of Piedmont’s financial instruments, as well as its level within the GAAP fair value hierarchy, as of September 30, 2025 and December 31, 2024, respectively (in thousands):

September 30, 2025December 31, 2024
Financial InstrumentCarrying ValueEstimatedFair ValueLevel Within Fair Value HierarchyCarrying ValueEstimatedFair ValueLevel Within Fair Value Hierarchy
Assets:
Cash and cash equivalents (1)$2,990$2,990Level 1$109,637$109,637Level 1
Tenant receivables, net (1)$5,729$5,729Level 1$5,524$5,524Level 1
Restricted cash and escrows (1)$5,145$5,145Level 1$4,245$4,245Level 1
Interest rate swaps$—$—Level 2$671$671Level 2
Liabilities:
Accounts payable and accrued expenses (1)$15,874$15,874Level 1$51,035$51,035Level 1
Interest rate swaps$175$175Level 2$8$8Level 2
Debt, net$2,193,324$2,235,324Level 2$2,222,346$2,238,531Level 2

(1)For the periods presented, the carrying value of these financial instruments approximates estimated fair value due to their short-term maturity.

Piedmont's debt was carried at book value as of September 30, 2025 and December 31, 2024; however, Piedmont's estimate of its fair value is disclosed in the table above. Piedmont uses widely accepted valuation techniques including discounted cash flow analysis based on the contractual terms of the debt facilities, including the period to maturity of each instrument, and uses observable market-based inputs for similar debt facilities which have transacted recently in the market. Therefore, the estimated fair values determined are considered to be based on significant other observable inputs (Level 2). Scaling adjustments are made to these inputs to make them applicable to the remaining life of Piedmont's outstanding debt. Piedmont has not changed its valuation technique for estimating the fair value of its debt.

Piedmont’s interest rate swap agreements presented above, and as further discussed in Note 4, are classified as “Interest rate swaps” in the accompanying consolidated balance sheets and were carried at estimated fair value as of September 30, 2025 and December 31, 2024. The valuation of these derivative instruments was determined using widely accepted valuation techniques including discounted cash flow analysis based on the contractual terms of the derivatives, including the period to maturity of each instrument, and uses observable market-based inputs, including interest rate curves and implied volatilities. Therefore, the estimated fair values determined are considered to be based on significant other observable inputs (Level 2). In addition, Piedmont considered both its own and the respective counterparties’ risk of nonperformance in determining the estimated fair value of its derivative financial instruments by estimating the current and potential future exposure under the derivative financial instruments as of the valuation date. The credit risk of Piedmont and its counterparties was factored into the calculation of the estimated fair value of the interest rate swaps; however, as of September 30, 2025 and December 31, 2024, this credit valuation adjustment did not comprise a material portion of the estimated fair value. Therefore, Piedmont believes that any unobservable inputs used to determine the estimated fair values of its derivative financial instruments are not significant to the fair value measurements in their entirety, and does not consider any of its derivatives to be Level 3 financial instruments.

  1. Impairment Charges

During the nine months ended September 30, 2024, management shortened the intended hold period for the 750 West John Carpenter Freeway building located in Irving, Texas (part of the Dallas reportable segment), and in doing so, determined that the carrying value would not be recovered from the undiscounted future operating cash flows associated with the asset and its eventual disposition. As a result, Piedmont recognized an impairment charge of approximately $17.5 million calculated based on the difference between the carrying value of the asset and the estimated fair value. The estimated fair value was determined based on a negotiated potential selling price with an unrelated, third-party. On July 23, 2024, Piedmont completed the sale of the 750 West John Carpenter Freeway building.

Additionally, during the nine months ended September 30, 2024, Piedmont recognized an impairment charge of approximately $0.9 million in conjunction with the sale of One Lincoln Park located in Dallas, Texas (part of the Dallas reportable segment). The offer to purchase, contractual negotiations, due diligence, and completion of the sale all occurred during the nine months ended September 30, 2024.

  1. Goodwill

The carrying amount of Piedmont’s goodwill allocated to each of its reportable segments in total and net of accumulated impairment charges, as of September 30, 2025 and December 31, 2024 is as follows (in thousands):

AtlantaDallasOrlandoNorthern Virginia/Washington, D.C.MinneapolisNew YorkBostonTotal
Balance as of December 31, 2024:
Goodwill$18,563$18,525$10,818$15,981$10,957$10,585$13,489$98,918
Accumulated impairment charges———(15,981)(10,957)(5,000)(13,489)(45,427)
$18,563$18,525$10,818$—$—$5,585$—$53,491
2025 impairment charges————————
Balance as of September 30, 2025:
Goodwill$18,563$18,525$10,818$15,981$10,957$10,585$13,489$98,918
Accumulated impairment charges———(15,981)(10,957)(5,000)(13,489)(45,427)
$18,563$18,525$10,818$—$—$5,585$—$53,491
  1. Commitments and Contingencies

Commitments Under Existing Lease Agreements

As a recurring part of its business, Piedmont is typically required under its executed lease agreements to fund tenant improvements, leasing commissions, and building improvements. In addition, certain agreements contain provisions that require Piedmont to issue corporate or property guarantees to provide funding for capital improvements or other financial obligations. As of September 30, 2025, Piedmont hadone individually significant tenant allowance commitment greater than $10 million. These commitments will be capitalized as the related expenditures are incurred.

Contingencies Related to Tenant Audits/Disputes

Certain lease agreements include provisions that grant tenants the right to engage independent auditors to audit their annual operating expense reconciliations. Such audits may result in different interpretations of language in the lease agreements from that made by Piedmont, which could result in requests for refunds of previously recognized tenant reimbursement revenues, resulting in financial loss to Piedmont. There wereno such reductions during the three and nine months ended September 30, 2025 or 2024.

  1. Property Dispositions

The following properties were sold during the nine months ended September 30, 2025 and 2024 (in thousands):

Properties SoldLocation / Reportable SegmentDate of SaleGain/(Loss) on Sale of Real Estate AssetsNet Sales Proceeds
One Lincoln ParkDallas, Texas / DallasMarch 20, 2024$—$53,308
750 West John Carpenter FreewayIrving, Texas / DallasJuly 23, 2024$(445)$21,584
161 Corporate CenterIrving, Texas / DallasFebruary 18, 2025$108$4,980
80 and 90 CentralBoxborough, Massachusetts / BostonMay 30, 2025$1,224$25,690

Piedmont recognized a gain on sale of real estate assets of $0.7 million during the nine months ended September 30, 2025 related to the return of amounts held in escrow for the 750 West John Carpenter building sold in July 2024.

  1. Stock Based Compensation

Annually, the Compensation Committee of Piedmont's Board of Directors has granted deferred stock award units to certain employees at its discretion. Employee awards typically vest ratably over four years. In addition, Piedmont's independent directors receive an annual grant of deferred stock award units for services rendered and such awards vest over aone-year service period.

Certain management employees' long-term equity incentive program is allocated between the deferred stock award units described above and a multi-year performance share program whereby actual awards are contingent upon Piedmont's total stockholder return ("TSR") performance relative to the TSR of a peer group of office REITs. The target incentives for these employees, as well as the peer group to be used for comparative purposes, are predetermined by the board of directors, based on advice given by a third-party compensation consultant. The number of shares earned, if any, are determined at the end of the multi-year performance period (or upon termination) and vest immediately. In the event that a participant's employment is terminated prior to the end of the multi-year period, in certain circumstances the participant may be entitled to a pro-rated award based on Piedmont's TSR relative performance as of the termination date. The grant date fair value of the multi-year performance share awards is estimated using the Monte Carlo valuation method and is recognized ratably over the performance period.

A roll forward of Piedmont's equity based award activity for the nine months ended September 30, 2025 is as follows:

SharesWeighted-Average Grant Date Fair Value
Unvested and Potential Stock Awards as of December 31, 20243,018,435$9.20
Deferred Stock Awards Granted560,810$8.15
Performance Stock Awards Granted509,686$10.05
Change in Estimated Potential Share Awards based on TSR Performance300,135$9.82
Performance Stock Awards Vested(269,079)$13.56
Deferred Stock Awards Vested(439,010)$9.01
Deferred Stock Awards Forfeited(5,314)$8.33
Unvested and Potential Stock Awards as of September 30, 20253,675,663$8.91

The following table provides additional information regarding stock award activity during the three and nine months ended September 30, 2025 and 2024, respectively (in thousands, except per share amounts):

Three Months EndedNine Months Ended
September 30,2025September 30,2024September 30,2025September 30,2024
Weighted-Average Grant Date Fair Value per share of Deferred Stock Granted During the Period$—$—$8.15$6.60
Total Grant Date Fair Value of Deferred Stock Vested During the Period$126$200$3,954$4,801

A detail of Piedmont’s outstanding stock awards and programs as of September 30, 2025 is as follows:

Date of grant · Type of Award · Net SharesGranted (1) · GrantDate FairValue · Vesting Schedule · Unvested Shares
February 13, 2023Deferred Stock Award293,316$10.55Of the shares granted, 25% vested on the date of grant, and 25% vested or will vest on February 13, 2024, 2025, and 2026, respectively.84,207
February 23, 20232023-2025 Performance Share Program—$12.37Shares awarded, if any, will vest immediately upon determination of award in 2026.271,680(2)
February 23, 2023Deferred Stock Award315,943$9.47Of the shares granted, 25% will vest on February 23, 2024, 2025, 2026, and 2027, respectively.162,260
February 20, 20242024-2026 Performance Share Program—$7.64Shares awarded, if any, will vest immediately upon determination of award in 2027.1,035,878(2)
February 20, 2024Deferred Stock Award466,249$6.55Of the shares granted, 25% will vest on February 20, 2025, 2026, 2027, and 2028, respectively.352,990
October 1, 2024Deferred Stock Award60,606$9.90Of the shares granted, 25% will vest on October 1, 2025, 2026, 2027, and 2028 respectively.60,606
October 28, 2024Deferred Stock Award322,101$10.09Of the shares granted, 100% will vest on October 28, 2029.322,101
February 3, 2025Deferred Stock Award429,334$8.52Of the shares granted, 25% will vest on February 3, 2026, 2027, 2028, and 2029, respectively.424,508
February 3, 20252025-2027 Performance Share Program—$10.05Shares awarded, if any, will vest immediately upon determination of award in 2028.839,697(2)
May 15, 2025Deferred Stock Award-Board of Directors121,736$6.90Of the shares granted, 100% will vest on the earlier of the 2026 Annual Meeting or May 15, 2026.121,736
Total3,675,663

(1)Amounts reflect the total original grant to employees and independent directors, net of shares surrendered upon vesting to satisfy required minimum tax withholding obligations through September 30, 2025.

(2)Estimated based on Piedmont's cumulative TSR for the respective performance period through September 30, 2025. Share estimates are subject to change in future periods based upon Piedmont's relative TSR performance compared to its peer group of office REITs.

During the three months ended September 30, 2025 and 2024, Piedmont recognized approximately $2.6 million and $2.2 million, respectively, of compensation expense related to the amortization of unvested and potential stock awards. During the nine months ended September 30, 2025 and 2024, Piedmont recognized approximately $7.2 million and $6.3 million, respectively, of compensation expense related to the amortization of unvested and potential stock awards. During the nine months ended September 30, 2025,421,089 shares (net of shares surrendered upon vesting to satisfy required minimum tax withholding obligations) were issued to employees. As of September 30, 2025, approximately $16.0 million of unrecognized compensation cost related to unvested and potential stock awards remained, which Piedmont will record in its consolidated statements of operations over a weighted-average vesting period of approximatelytwo years.

  1. Supplemental Disclosures for the Statement of Consolidated Cash Flows

Certain non-cash investing and financing activities for the nine months ended September 30, 2025 and 2024 (in thousands) are outlined below:

Nine Months Ended
September 30,2025September 30,2024
Tenant improvements funded by tenants$18,552$16,896
Accrued capital expenditures and deferred lease costs$28,790$42,434
Change in accrued dividends$(15,298)$(15,143)
Change in accrued deferred financing costs$—$(232)
Accrued stock issuance costs$(85)$—

The following table provides a reconciliation of cash, cash equivalents, and restricted cash and escrows as presented in the accompanying consolidated statements of cash flows for the nine months ended September 30, 2025 and 2024, to the consolidated balance sheets for the respective period (in thousands):

20252024
Cash and cash equivalents, beginning of period$109,637$825
Restricted cash and escrows, beginning of period4,2453,381
Total cash, cash equivalents, and restricted cash and escrows as presented in the accompanying consolidated statement of cash flows, beginning of period$113,882$4,206
Cash and cash equivalents, end of period$2,990$133,624
Restricted cash and escrows, end of period5,1453,343
Total cash, cash equivalents, and restricted cash and escrows as presented in the accompanying consolidated statement of cash flows, end of period$8,135$136,967

Amounts in restricted cash and escrows typically represent: escrow accounts required for future property repairs; escrow accounts for the payment of real estate taxes as required under certain of Piedmont's debt agreements; earnest money deposited by a buyer to secure the purchase of one of Piedmont's properties; or security or utility deposits held for tenants as a condition of their lease agreement.

  1. Earnings Per Share

As Piedmont recognized a net loss for both the three and nine months ended September 30, 2025 and 2024, earnings per share is computed using basic weighted-average common shares outstanding.

  1. Segment Information

Piedmont's President and Chief Executive Officer has been identified as Piedmont's CODM, as defined by GAAP. The CODM evaluates Piedmont's portfolio and assesses the ongoing operations and performance of its projects utilizing the following geographic segments: Atlanta, Dallas, Orlando, Northern Virginia/Washington, D.C., Minneapolis, New York, and Boston. These operating segments are also Piedmont’s reportable segments. As of September 30, 2025, Piedmont also ownedtwo projects in Houston that do not meet the definition of an operating or reportable segment as the CODM does not regularly review these projects for purposes of allocating resources or assessing performance. Further, Piedmont does not maintain a significant presence nor anticipate further investment in this market. Thesetwo projects are the primary contributors to accrual-based net operating income ("NOI") included in "Other" below. During the periods presented, there have been no material inter-segment transactions. The accounting policies of the reportable segments are the same as Piedmont's accounting policies.

NOI by geographic segment is the primary performance measure reviewed by Piedmont's CODM to assess operating performance and consists only of revenues and expenses directly related to real estate rental operations. NOI is calculated by deducting property operating costs and other segment items from lease revenues and other property related income. Other segment items consist primarily of allocated costs and salaries, which are recognized at the respective properties and eliminated in the preparation of consolidated financial statements. NOI reflects property acquisitions and dispositions, occupancy levels, rental rate increases or decreases, and the recoverability of operating expenses. Piedmont's calculation of NOI may not be directly comparable to similarly titled measures calculated by other REITs.

Asset value information and capital expenditures by segment are not reported because the CODM does not use these measures to assess performance.

The following table presents accrual-based revenues, expenses, and other segment items included in NOI by geographic reportable segment for the three months ended September 30, 2025 and 2024 (in thousands):

Three Months Ended September 30, 2025
Total RevenuesProperty Operating CostsOther Segment ItemsNOI
Atlanta$44,979$16,437$493$29,035
Dallas24,9519,44311215,620
Orlando15,8316,671509,210
Northern Virginia/Washington, D.C.12,5386,0241656,679
Minneapolis11,6265,8291685,965
New York14,6056,801217,825
Boston9,5273,624115,914
Total reportable segments134,05754,8291,02080,248
Other5,1061,061(1,026)3,019
Totals$139,163$55,890$(6)$83,267
Three Months Ended September 30, 2024
Total RevenuesProperty Operating CostsOther Segment ItemsNOI
Atlanta$41,491$14,257$427$27,661
Dallas26,13510,8689915,366
Orlando14,3026,891457,456
Northern Virginia/Washington, D.C.14,3136,4571658,021
Minneapolis11,5326,5411585,149
New York14,0406,627207,433
Boston11,6074,593107,024
Total reportable segments133,42056,23492478,110
Other5,8731,276(1,530)3,067
Totals$139,293$57,510$(606)$81,177

The following table presents accrual-based revenues, property operating costs, and other segment items included in NOI by geographic reportable segment for the nine months ended September 30, 2025 and 2024 (in thousands):

Nine Months Ended September 30, 2025
Total RevenuesProperty Operating CostsOther Segment ItemsNOI
Atlanta$134,259$48,645$1,463$87,077
Dallas78,22331,40233147,152
Orlando46,56320,02614926,686
Northern Virginia/Washington, D.C.38,80717,93149521,371
Minneapolis33,83216,22949218,095
New York43,81720,3196123,559
Boston31,64412,0413519,638
Total reportable segments407,145166,5933,026243,578
Other14,9962,821(2,955)9,220
Totals$422,141$169,414$71$252,798
Nine Months Ended September 30, 2024
Total RevenuesProperty Operating CostsOther Segment ItemsNOI
Atlanta$126,601$46,353$1,315$81,563
Dallas81,65834,56832147,411
Orlando44,65720,23810624,525
Northern Virginia/Washington, D.C.45,03618,82849226,700
Minneapolis37,17319,98347117,661
New York41,35018,9836022,427
Boston34,04512,7243121,352
Total reportable segments410,520171,6772,796241,639
Other16,5733,842(3,437)9,294
Totals$427,093$175,519$(641)$250,933

A reconciliation of Net loss applicable to Piedmont to NOI is presented below (in thousands):

Three Months EndedNine Months Ended
September 30, 2025September 30, 2024September 30, 2025September 30, 2024
Net loss applicable to Piedmont$(13,462)$(11,519)$(40,374)$(49,091)
Management fee revenue (1)(114)(714)(254)(965)
Depreciation and amortization57,31556,067169,061169,968
Impairment charges———18,432
General and administrative expenses7,6076,80923,13022,773
Interest expense31,96832,07295,59991,355
Other income(52)(1,983)(364)(2,374)
Loss on early extinguishment of debt——8,000386
(Gain)/loss on sale of real estate assets—445(2,013)445
Net income applicable to noncontrolling interest5—134
Total NOI$83,267$81,177$252,798$250,933

(1)Presented net of related operating expenses incurred to earn such management fee revenue. Such operating expenses are a component of property operating costs in the accompanying consolidated statements of operations.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.