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Piedmont Realty Trust, Inc.

For the period ended Mar 31, 2026. Filed Apr 30, 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 30, 2026

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. From time to time, 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. 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 three months ended March 31, 2026, the remaining five interest rate swap agreements associated with the $325 Million Unsecured 2024 Term Loan expired and as such, Piedmont had no interest rate swaps outstanding as of March 31, 2026.

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 March 31, 2026 and December 31, 2025, respectively, is as follows (in thousands):

Interest rate swaps classified as:March 31,2026December 31,2025
Gross derivative assets$—$—
Gross derivative liabilities—(111)
Net derivative liability$—$(111)

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 months ended March 31, 2026 and 2025, respectively, is as follows (in thousands):

Three Months Ended
Interest Rate Swaps in Cash Flow Hedging RelationshipsMarch 31,2026March 31,2025
Amount of loss recognized in OCI$(5)$(240)
Amount of previously recorded gain/(loss) reclassified from OCI into interest expense$(592)$212
Total amount of interest expense presented in the consolidated statements of operations$(31,929)$(31,677)
Total amount of loss on early extinguishment of debt presented in the consolidated statements of operations$—$(500)

Piedmont estimates that approximately $1.9 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.

  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 March 31, 2026 and December 31, 2025, respectively (in thousands):

March 31, 2026December 31, 2025
Financial InstrumentCarrying ValueEstimatedFair ValueLevel Within Fair Value HierarchyCarrying ValueEstimatedFair ValueLevel Within Fair Value Hierarchy
Assets:
Cash and cash equivalents (1)$2,279$2,279Level 1$731$731Level 1
Tenant receivables, net (1)$6,907$6,907Level 1$6,155$6,155Level 1
Restricted cash and escrows (1)$4,056$4,056Level 1$3,060$3,060Level 1
Liabilities:
Accounts payable and accrued expenses (1)$11,791$11,791Level 1$26,692$26,692Level 1
Interest rate swaps$—$—Level 2$111$111Level 2
Debt, net$2,252,351$2,240,418Level 2$2,224,712$2,262,389Level 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 March 31, 2026 and December 31, 2025; 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 December 31, 2025. 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 December 31, 2025, 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. 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 March 31, 2026 and December 31, 2025 was as follows (in thousands):

AtlantaDallasOrlandoNorthern Virginia/Washington, D.C.MinneapolisNew YorkBostonTotal
Balance as of December 31, 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
2026 impairment charges————————
Balance as of March 31, 2026:
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 March 31, 2026, Piedmont hadno 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 months ended March 31, 2026 or 2025.

  1. Property Dispositions and Assets Held for Sale

During the three months ended March 31, 2025, Piedmont sold 161 Corporate Center in Irving, Texas to an unrelated, third-party buyer and recognized a gain on sale of approximately $0.1 million. Additionally, during the three months ended March 31, 2025, Piedmont recognized a gain on sale of real estate assets of $0.7 million related to the return of amounts held in escrow for the 750 West John Carpenter building sold in July 2024.

As of March 31, 2026, Piedmont was under a binding contract to sell a 10.6 acre land parcel (Royal Lane Land) in Dallas, Texas for approximately $12.0 million. Consequently, the land, which is assigned to the Dallas geographic reportable segment, met the criteria for held for sale classification as of March 31, 2026 and the assets are presented as held for sale as of both

March 31, 2026 and December 31, 2025 for comparability in the accompanying consolidated balance sheets. Details of amounts held for sale are presented below (in thousands):

March 31, 2026December 31, 2025
Real estate assets held for sale, net:
Land$2,628$2,628
Construction in progress209209
Total real estate assets held for sale, net$2,837$2,837
  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 three months ended March 31, 2026 is as follows:

SharesWeighted-Average Grant Date Fair Value
Unvested and Potential Stock Awards as of December 31, 20253,953,854$9.13
Deferred Stock Awards Granted468,034$8.20
Performance Stock Awards Granted528,963$10.19
Change in Estimated Potential Share Awards based on TSR Performance(602,314)$9.23
Performance Stock Awards Vested(471,324)$12.37
Deferred Stock Awards Vested(387,484)$8.56
Unvested and Potential Stock Awards as of March 31, 20263,489,729$8.64

The following table provides additional information regarding stock award activity during the three months ended March 31, 2026 and 2025, respectively (in thousands, except per share amounts):

Three Months Ended
March 31,2026March 31,2025
Weighted-Average Grant Date Fair Value per share of Deferred Stock Granted During the Period$8.20$8.50
Total Grant Date Fair Value of Deferred Stock Vested During the Period$3,318$3,178

A detail of Piedmont’s outstanding stock awards and programs as of March 31, 2026 is as follows:

Date of grant · Type of Award · Net SharesGranted (1) · GrantDate FairValue · Vesting Schedule · Unvested Shares
February 23, 2023Deferred Stock Award284,234$9.47Of the shares granted, 25% will vest on February 23, 2024, 2025, 2026, and 2027, respectively.80,729
February 20, 20242024-2026 Performance Share Program—$7.64Shares awarded, if any, will vest immediately upon determination of award in 2027.984,084(2)
February 20, 2024Deferred Stock Award419,055$6.55Of the shares granted, 25% will vest on February 20, 2025, 2026, 2027, and 2028, respectively.234,267
October 1, 2024Deferred Stock Award60,606$9.90Of the shares granted, 25% will vest on October 1, 2025, 2026, 2027, and 2028 respectively.45,455
October 28, 2024Deferred Stock Award322,101$10.09Of the shares granted, 100% will vest on October 28, 2029.322,101
February 3, 2025Deferred Stock Award389,110$8.52Of the shares granted, 25% will vest on February 3, 2026, 2027, 2028, and 2029, respectively.317,327
February 3, 20252025-2027 Performance Share Program—$10.05Shares awarded, if any, will vest immediately upon determination of award in 2028.585,183(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
February 17, 2026Deferred Stock Award468,034$8.20Of the shares granted, 25% will vest on February 17, 2027, 2028, 2029, and 2030, respectively.468,034
February 17, 20262026-2028 Performance Share Program—$10.19Shares awarded, if any, will vest immediately upon determination of award in 2029.330,813
Total3,489,729

(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 March 31, 2026.

(2)Estimated based on Piedmont's cumulative TSR for the respective performance period through March 31, 2026. 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 both the three months ended March 31, 2026 and 2025, Piedmont recognized approximately $2.2 million of compensation expense related to the amortization of unvested and potential stock awards. During the three months ended March 31, 2026,499,725 shares (net of shares surrendered upon vesting to satisfy required minimum tax withholding obligations) were issued to employees and independent directors. As of March 31, 2026, approximately $20.5 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 three months ended March 31, 2026 and 2025 (in thousands) are outlined below:

Three Months Ended
March 31,2026March 31,2025
Tenant improvements funded by tenants$5,700$—
Changes in accrued capital expenditures and deferred lease costs (1)$19,053$23,817
Change in accrued dividends$—$(15,298)
Change in accrued deferred financing costs$13$(20)

(1)Accrued capital expenditures and deferred lease costs included in accounts payable, accrued expenses, and accrued capital expenditures as of March 31, 2026 and 2025 were approximately $30.4 million, and $31.9 million, respectively.

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 three months ended March 31, 2026 and 2025, to the consolidated balance sheets for the respective period (in thousands):

20262025
Cash and cash equivalents, beginning of period$731$109,637
Restricted cash and escrows, beginning of period3,0604,245
Total cash, cash equivalents, and restricted cash and escrows as presented in the accompanying consolidated statement of cash flows, beginning of period$3,791$113,882
Cash and cash equivalents, end of period$2,279$2,911
Restricted cash and escrows, end of period4,0563,723
Total cash, cash equivalents, and restricted cash and escrows as presented in the accompanying consolidated statement of cash flows, end of period$6,335$6,634

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 months ended March 31, 2026 and 2025, 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 chief operating decision maker (the "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 seven operating segments are also Piedmont’s reportable segments. As of March 31, 2026, 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 properties 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, property operating costs, and other segment items included in NOI by geographic reportable segment for the three months ended March 31, 2026 and 2025 (in thousands):

Three Months Ended March 31, 2026
Total RevenuesProperty Operating CostsOther Segment ItemsNOI
Atlanta$46,772$15,855$514$31,431
Dallas24,60911,01711613,708
Orlando18,6886,7375112,002
Northern Virginia/Washington, D.C.13,3066,3061657,165
Minneapolis10,2135,7522104,671
New York14,7646,997197,786
Boston9,8723,775126,109
Total reportable segments138,22456,4391,08782,872
Other5,070867(1,138)3,065
Totals$143,294$57,306$(51)$85,937
Three Months Ended March 31, 2025
Total RevenuesProperty Operating CostsOther Segment ItemsNOI
Atlanta$44,742$16,413$482$28,811
Dallas26,88611,08410615,908
Orlando15,7386,576509,212
Northern Virginia/Washington, D.C.13,5456,4701667,241
Minneapolis10,8084,9771625,993
New York14,5497,004207,565
Boston11,4464,520126,938
Total reportable segments137,71457,04499881,668
Other4,972870(954)3,148
Totals$142,686$57,914$44$84,816

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

Three Months Ended
March 31, 2026March 31, 2025
Net loss applicable to Piedmont$(12,920)$(10,104)
Management fee revenue (1)(158)(64)
Depreciation and amortization59,29056,315
General and administrative expenses7,9097,563
Interest expense31,92931,677
Other income(118)(288)
Loss on early extinguishment of debt—500
Gain on sale of real estate assets—(789)
Net income applicable to noncontrolling interest56
Total NOI$85,937$84,816

(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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