Piedmont Realty Trust, Inc.
For the period ended Sep 30, 2026. Filed Oct 26, 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.
Sep 30, 2026 · Filed Oct 26, 2026
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Condensed Notes to Consolidated Financial Statements (Unaudited)
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2026
(Unaudited)
- Organization
Piedmont Realty Trust, Inc. (“Piedmont”) (NYSE: PDM) is a Maryland corporation that operates in a manner so as to qualify as a real estate investment trust (“REIT”) for federal income tax purposes and engages in the ownership, management, development, redevelopment, and operation of high-quality, Class A office properties located primarily in major U.S. Sunbelt markets. Piedmont was incorporated in 1997 and commenced operations in 1998. Piedmont conducts business through its wholly-owned subsidiary, Piedmont Operating Partnership, LP (“Piedmont OP”), a Delaware limited partnership. Piedmont OP owns properties directly, through wholly-owned subsidiaries, and through various joint ventures which it controls. References to Piedmont herein shall include Piedmont and all of its subsidiaries, including Piedmont OP and its subsidiaries and joint ventures.
As of September 30, 2026, Piedmont owned and operated a portfolio comprised of 30 in-service projects andtwo redevelopment projects. The in-service office projects total approximately 15.3 million square feet (unaudited) of primarily Class A office space and were 87.7% leased as of September 30, 2026.
- Summary of Significant Accounting Policies
Basis of Presentation and Principles of Consolidation
The consolidated financial statements of Piedmont are prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”), including the instructions to Form 10-Q and Article 10 of Regulation S-X, and do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, the statements for the unaudited interim periods presented include all adjustments, which are of a normal and recurring nature, necessary for a fair presentation of the results for such periods. Results for these interim periods are not necessarily indicative of a full year’s results.
Piedmont’s consolidated financial statements include the accounts of Piedmont, Piedmont’s wholly-owned subsidiaries, any variable interest entity ("VIE") of which Piedmont or any of its wholly-owned subsidiaries is considered to have the power to direct the activities of the entity and the obligation to absorb losses/right to receive benefits, or any entity in which Piedmont or any of its wholly-owned subsidiaries owns a controlling interest. In determining whether Piedmont or Piedmont OP has a controlling interest, the following factors, among others, are considered: equity ownership, voting rights, protective rights of investors, and participatory rights of investors. For further information, refer to the financial statements and footnotes included in Piedmont’s Annual Report on Form 10-K for the year ended December 31, 2025.
All intercompany balances and transactions have been eliminated upon consolidation.
Further, Piedmont has formed special purpose entities to acquire and hold real estate. Each special purpose entity is a separate legal entity. Consequently, the assets of these special purpose entities are not available to all creditors of Piedmont. The assets owned by these special purpose entities are being reported on a consolidated basis with Piedmont’s assets for financial reporting purposes only.
Use of Estimates
The preparation of the accompanying consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the accompanying consolidated financial statements and notes. The most significant of these estimates include the underlying cash flows and holding periods used in assessing impairment, judgments regarding the recoverability of goodwill, and the assessment of the collectability of receivables. While Piedmont has made what it believes to be appropriate accounting estimates based on the facts and circumstances available as of the reporting date, actual results could differ materially from those estimates.
Income Taxes
Piedmont has elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended, and has operated as such, beginning with its taxable year ended December 31, 1998. To qualify as a REIT, Piedmont must meet certain organizational and operational requirements, including a requirement to distribute at least 90% of its annual REIT taxable income. As a REIT, Piedmont is generally not subject to federal income taxes, subject to fulfilling, among other things, its taxable income distribution requirement. Piedmont is subject to certain taxes related to the operations of projects in certain locations, as well as operations conducted by its taxable REIT subsidiary which have been provided for in the financial statements.
Operating Leases
Piedmont recognized the following fixed and variable lease payments, which together comprised rental and tenant reimbursement revenue in the accompanying consolidated statements of operations for the three and nine months ended September 30, 2026 and 2025, respectively, as follows (in thousands):
| Three Months Ended | Nine Months Ended | |||
|---|---|---|---|---|
| September 30,2026 | September 30,2025 | September 30,2026 | September 30,2025 | |
| Fixed payments | $118,956 | $110,748 | $347,724 | $333,654 |
| Variable payments | 25,208 | 22,282 | 70,146 | 69,394 |
| Total Rental and Tenant Reimbursement Revenue | $144,164 | $133,030 | $417,870 | $403,048 |
Equity Securities Issued At-The-Market
Pursuant to Piedmont's established at-the-market program (the "ATM program"), Piedmont may offer and sell from time to time shares of its common stock with an aggregate gross sales price of up to $250 million through sales agents. Under the ATM program, Piedmont may enter into forward equity sale agreements. During the three months ended September 30, 2026, Piedmont sold approximately 4.1 million shares at a weighted-average price per share of $9.72 through forward equity sales agreements, which shares were settled during the quarter, raising approximately $39.6 million in net proceeds. As of September 30, 2026, Piedmont had approximately $210 million available under its ATM program.
Recent Accounting Pronouncements
Income Statement Expense Disaggregation Disclosures
The FASB has issued Accounting Standards Update ("ASU") No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses("ASU 2024-03"). ASU 2024-03 aims to enhance the transparency and presentation of income statement expenses in response to increasing demand from investors and other stakeholders for greater clarity and comparability surrounding the nature and composition of an entity's expenses. The amendments of ASU 2024-03 require tabular disclosure of certain cost and expense information, such as employee compensation, in the footnotes to the financial statements. ASU 2024-03 is effective for Piedmont beginning with the Form 10-K for the year ended December 31, 2027, and subsequent interim periods beginning in calendar-year 2028. Piedmont is currently evaluating the potential impact of adoption; however, Piedmont does not anticipate any material impact to its consolidated financial statements as a result of adoption of ASU 2024-03.
- Acquisition
During the three months ended September 30, 2026, Piedmont acquired 100% of the ownership interest in 4075 Wilson Boulevard in the Ballston submarket of Arlington, Virginia, consisting of 186,476 square feet and approximately 83% leased. The net purchase price of $52.0 million was primarily funded using proceeds from the $600 Million Unsecured 2022 Line of Credit and cash on hand.
The purchase price of 4075 Wilson Boulevard, inclusive of approximately $0.8 million of closing costs, was allocated as follows:
| 4075 Wilson Boulevard | |
|---|---|
| Land | $11,899 |
| Building and improvements | 22,538 |
| Intangible lease assets (1) | 12,589 |
| Lease acquisition costs, net of tenant credits received from seller (1) | (3,755) |
| Intangible lease origination costs (1) | 11,425 |
| Intangible lease liabilities (1) | (1,936) |
| Total allocated purchase price | $52,760 |
(1)Amortization of in-place lease intangibles and lease acquisition costs are recognized using the straight-line method over approximately 5.5 years, the average remaining life of in-place leases.
- Debt
During the three months ended September 30, 2026, Piedmont OP issued $230.0 million principal amount of its 2.875% exchangeable senior notes (the “Exchangeable Senior Notes”), including $30.0 million of notes issued pursuant to an option granted to the initial purchasers and exercised in full, pursuant to an indenture, dated September 17, 2026 (the “Indenture”). The Exchangeable Senior Notes are fully and unconditionally guaranteed by Piedmont. Interest on the Exchangeable Senior Notes is payable semi-annually on February 1 and August 1 of each year, commencing February 1, 2027. The Exchangeable Senior Notes are scheduled to mature on February 1, 2031, unless earlier repurchased, redeemed, or exchanged, and bear interest at a rate of 2.875% per annum.
Before November 1, 2030, noteholders will have the right to exchange their Exchangeable Senior Notes only upon the occurrence of certain events. On and after November 1, 2030, noteholders may exchange their Exchangeable Senior Notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date. The initial exchange rate is 79.0514 shares of Piedmont's common stock per $1,000 principal amount of Exchangeable Senior Notes, which represents an initial exchange price of approximately $12.65 per share of Piedmont’s common stock (representing a 37.5% premium to the $9.20 closing price on September 14, 2026). The exchange rate and the exchange price will be subject to customary adjustments upon the occurrence of certain events. The Exchangeable Senior Notes will be exchangeable for cash up to the aggregate principal amount of the Exchangeable Senior Notes to be exchanged and, in respect of the remainder of the exchange obligation, if any, in excess thereof, cash, common shares or a combination thereof, at the election of Piedmont OP.
The Exchangeable Senior Notes will be redeemable, in whole or in part (subject to certain limitations), for cash at Piedmont OP’s option at any time, and from time to time, on or after August 6, 2029, and on or before the 60 th scheduled trading day immediately before the maturity date, but only if the last reported sale price per share of Piedmont’s common stock exceeds 130% of the exchange price for a specified period of time and certain other conditions are satisfied. In addition, the Exchangeable Senior Notes will be redeemable, in whole or in part (subject to certain limitations), at Piedmont OP’s option at any time to the extent necessary to preserve Piedmont’s status as a real estate investment trust for U.S. federal income tax purposes or if less than 10% of the Exchangeable Senior Notes are outstanding, in each case, so long as certain liquidity conditions are satisfied. However, Piedmont OP may not redeem less than all of the outstanding Exchangeable Senior Notes in either case unless at least $100.0 million aggregate principal amount of the Exchangeable Senior Notes are outstanding and not called for redemption as of the time Piedmont OP sends the related redemption notice. The redemption price will be equal to the principal amount of the Exchangeable Senior Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.
In the event of a fundamental change (as defined in the Indenture), noteholders may require Piedmont OP to repurchase the Exchangeable Senior Notes at a cash repurchase price equal to the principal amount of the Exchangeable Senior Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date.
The Exchangeable Senior Notes are carried at amortized cost. Debt issuance costs of approximately $6.4 million, which include initial purchaser discounts and offering expenses, are presented as a direct deduction from the carrying amount of the Exchangeable Senior Notes and are amortized to interest expense over the contractual term of the Exchangeable Senior Notes using the straight-line method which approximates the effective interest method.
Piedmont OP used a portion of the net proceeds from the offering to repurchase approximately 5.4 million shares of Piedmont's common stock in privately negotiated transactions (at a price of $9.20 per share) for a total purchase price of approximately $50 million. Piedmont used the remainder of the net proceeds, together with the net proceeds from the settlement of certain forward sale transactions entered into under Piedmont’s ATM program, cash on hand and borrowings under its $600 Million Unsecured 2022 Line of Credit, to redeem all of its then outstanding $600 Million Unsecured Senior Notes due 2028, which resulted in the recognition of an approximately $20.2 million loss on early extinguishment of debt.
During the nine months ended September 30, 2026, Piedmont amended the $325 million Unsecured 2024 Term Loan (as amended, the "$400 Million Unsecured 2026 Term Loan") to, among other things, increase the principal amount from $325 million to $400 million and extend the maturity date to May 28, 2031. Subject to certain conditions, Piedmont may prepay the loans outstanding under the $400 Million Unsecured 2026 Term Loan, in whole or in part, at any time without premium or penalty. Additionally, the terms of the amendment provide for the use of an increase or decrease to Piedmont’s debt rating and Total Leverage Ratio (as defined in the term loan agreement) as the basis for determining the applicable interest rate, ranging from 0.75% to 1.55%. The net proceeds from the $400 Million Unsecured 2026 Term Loan were used to repay the outstanding balance under Piedmont's $600 Million Unsecured 2022 Line of Credit, with the remainder used for general corporate purposes.
The following table summarizes the terms of Piedmont’s consolidated indebtedness outstanding as of September 30, 2026 and December 31, 2025 (in thousands):
| Facility (1) · Stated Rate · Effective Rate (2) · Maturity · Amount Outstanding as of | ||||||||
|---|---|---|---|---|---|---|---|---|
| September 30, 2026 · December 31, 2025 | ||||||||
| Secured (Fixed) | ||||||||
| $197 Million Fixed Rate Mortgage | 4.10% | 4.10% | 10/1/2028 | $186,023 | $188,822 | |||
| Unsecured (Variable and Fixed) | ||||||||
| $600 Million Unsecured 2022 Line of Credit | SOFR + 1.05% | (3) | 4.95% | (4) | 6/30/2028 | (5) | 152,000 | 47,000 |
| $400 Million Unsecured 2026 Term Loan | SOFR + 1.15% | (3) | 4.98% | (6) | 5/28/2031 | 400,000 | 325,000 | |
| $600 Million Unsecured Senior Notes due 2028 | 9.25% | 9.25% | 7/20/2028 | — | 287,258 | |||
| $400 Million Unsecured Senior Notes due 2029 | 6.88% | 7.11% | 7/15/2029 | 400,000 | 400,000 | |||
| $300 Million Unsecured Senior Notes due 2030 | 3.15% | 3.90% | 8/15/2030 | 300,000 | 300,000 | |||
| $230 Million Exchangeable Senior Notes due 2031 | 2.88% | 2.88% | 2/1/2031 | 230,000 | — | |||
| $300 Million Unsecured Senior Notes due 2032 | 2.75% | 2.78% | 4/1/2032 | 300,000 | 300,000 | |||
| $400 Million Unsecured Senior Notes due 2033 | 5.63% | 5.73% | 1/15/2033 | 400,000 | 400,000 | |||
| Unamortized discounts and debt issuance costs | (27,182) | (23,368) | ||||||
| Subtotal/Weighted Average | 4.83% | $2,154,818 | $2,035,890 | |||||
| Total/Weighted Average | 4.78% | $2,340,841 | $2,224,712 | |||||
(1)All of Piedmont’s outstanding debt as of September 30, 2026 is unsecured and interest-only until maturity, except for the $197 Million Fixed Rate Mortgage, which is secured by 1180 Peachtree Street.
(2)Effective rate after consideration of settled or in-place interest rate swap agreements and issuance discounts.
(3)The all-in interest rates associated with the SOFR selections are comprised of the base SOFR interest rate and a stated interest rate spread that can vary from 0.72% to 1.40% on the $600 Million Unsecured 2022 Line of Credit and 0.75% to 1.55% on the $400 Million Unsecured 2026 Term Loan based upon the then current credit rating (as defined in the respective loan agreement) of Piedmont or Piedmont OP.
(4)On a periodic basis, Piedmont may select from multiple interest rate options, including the prime rate and various-length SOFR locks on all or a portion of the principal.
(5)Piedmont may extend the term of the $600 Million Unsecured 2022 Line of Credit for up totwo additional years (throughtwo availableone-year extensions to a final extended maturity date of June 30, 2030); provided that Piedmont is not then in default and upon payment of extension fees.
(6)The facility has a stated variable rate; however, Piedmont has entered into interest rate swap agreements which effectively fix, subject to changes to Piedmont's credit rating (as defined in the term loan agreement), $200 million of the principal balance at a 4.94% interest rate through June 1, 2028. The rate presented is the weighted-average rate for the effectively fixed and variable portions of the debt outstanding as of September 30, 2026 (see Note 5).
Piedmont made interest payments on all debt facilities, including interest rate swap cash settlements, of approximately $58.5 million and $52.2 million for the three months ended September 30, 2026 and 2025, respectively, and approximately $109.0 million and $121.1 million for the nine months ended September 30, 2026 and 2025, respectively. Also, Piedmont capitalized interest of approximately $0.8 million and $2.9 million for the three months ended September 30, 2026 and 2025, respectively, and $2.9 million and $9.3 million for the nine months ended September 30, 2026 and 2025, respectively. As of September 30, 2026, Piedmont believes it was in compliance with all financial covenants associated with its debt instruments.
See Note 6 for a description of Piedmont’s estimated fair value of debt as of September 30, 2026.
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