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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

 

☑

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended September 30, 2026

OR

 

☐

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from to

Commission file number: 001-11312

COUSINS PROPERTIES INCORPORATED

(Exact name of registrant as specified in its charter)

 

Georgia

 

58-0869052

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

3344 Peachtree Road NE

Suite 1800

Atlanta

Georgia

 

30326-4802

(Address of principal executive offices)

 

(Zip Code)

 

(404) 407-1000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

Common Stock, $1 par value per share

 

CUZ

 

New York Stock Exchange

("NYSE")

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

☑

 

Accelerated filer

☐

Non-accelerated filer

☐

 

Smaller reporting company

☐

 

 

 

Emerging growth company

☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☑

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

Class

 

Outstanding at October 23, 2026

Common Stock, $1 par value per share

 

164,600,642 shares

 


 

 

 

 

Page No.

PART I-FINANCIAL INFORMATION

2

Item 1. Condensed Consolidated Financial Statements (Unaudited)

2

CONSOLIDATED BALANCE SHEETS

2

CONSOLIDATED STATEMENTS OF OPERATIONS

3

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

4

CONSOLIDATED STATEMENTS OF EQUITY

5

CONSOLIDATED STATEMENTS OF CASH FLOWS

7

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

8

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

25

Item 3. Quantitative and Qualitative Disclosures About Market Risk

36

Item 4. Controls and Procedures

36

 

 

PART II. OTHER INFORMATION

37

Item 1. Legal Proceedings

37

Item 1A. Risk Factors

37

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

37

Item 6. Exhibits

38

SIGNATURES

39

 


 

FORWARD-LOOKING STATEMENTS

Certain matters contained in this report are “forward-looking statements” within the meaning of the federal securities laws and are subject to uncertainties and risks, as itemized in Item 1A included in the Annual Report on Form 10-K for the year ended December 31, 2025. These forward-looking statements include information about possible or assumed future results of the business and our financial condition, liquidity, results of operations, plans, and objectives. Examples of forward-looking statements in this Quarterly Report on Form 10-Q include the Company’s business and financial strategy; objectives of management; future debt financings; future acquisitions and dispositions of operating assets, joint venture interests, and land; future acquisitions of investments in real estate debt; future development and redevelopment opportunities; future issuances of common stock, limited partnership units, or preferred stock; future distributions; projected capital expenditures; market and industry trends; future occupancy or volume and velocity of leasing activity; entry into new markets or changes in existing market concentrations; future changes in interest rates and liquidity of capital markets; and all statements that address operating performance, events, investments, or developments that we expect or anticipate will occur in the future.

Any forward-looking statements are based upon management's beliefs, assumptions, and expectations of our future performance, taking into account information that is currently available. These beliefs, assumptions, and expectations may change as a result of possible events or factors, not all of which are known. If a change occurs, our business, financial condition, liquidity, and results of operations may vary materially from those expressed in forward-looking statements. Actual results may vary from forward-looking statements due to, but not limited to, the following: the risks and uncertainties related to the impact of changes in general economic and capital market conditions (on an international or national basis or within the markets in which we operate), including changes in inflation, changes in interest rates, supply chain disruptions, labor market disruptions (including changes in unemployment), dislocation and volatility in capital markets, and potential longer-term changes in consumer and customer behavior resulting from the severity and duration of any downturn, adverse conditions or uncertainty in the U.S. or global economy; risks affecting the real estate industry (including, without limitation, the inability to enter into or renew leases on favorable terms and on anticipated schedules); any adverse change in the financial condition or liquidity of one or more of our tenants or borrowers under our real estate debt investments; changes in customer preferences regarding space utilization; changes in customers’ financial condition; the availability, cost, and adequacy of insurance coverage; competition from other developers, investors, owners, and operators of real estate; the failure to achieve anticipated benefits from intended or completed acquisitions, developments, investments, or dispositions; the cost and availability of financing, the effectiveness of any interest rate hedging contracts, and any failure to comply with debt covenants under credit agreements; the effect of common stock, debt, or operating partnership unit issuances; threatened terrorist attacks or sociopolitical unrest such as political instability, civil unrest, armed hostilities, or political activism and the potential impact of the same upon our day-to-day building operations; the immediate and long-term impact of the outbreak of a highly infectious or contagious disease on our and our customers’ financial condition; risks associated with security breaches through cyberattacks, cyber intrusions, or otherwise; risks associated with the adoption and usage of artificial intelligence; changes in senior management, the Board of Directors, or key personnel; the potential liability for existing or future environmental or other applicable regulatory requirements, including the requirements to qualify for taxation as a real estate investment trust; the financial condition and liquidity of, or disputes with, joint venture partners; material changes in dividend rates on common shares or other securities or the ability to pay those dividends; the impact of changes to applicable laws, including the tax laws impacting REITs and the passage of the One Big Beautiful Bill Act, and the impact of newly adopted accounting principles on our accounting policies and on period to period comparison of financial results; risks associated with climate change and severe weather events; and those additional risks and factors discussed in reports filed with the Securities and Exchange Commission ("SEC") by the Company.

These forward-looking statements are not exhaustive, speak only as of the date of issuance of this report and are not guarantees of future results, performance, or achievements. The Annual Report on Form 10-K for the year ended December 31, 2025, including Part 1, Item 1A. Risk Factors include additional factors that could adversely affect our business and financial performance. The Company does not undertake a duty to update or revise any forward-looking statement, whether as a result of new information, future events, or other matters, except as otherwise required by law.

1


 

PART I — FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements.

COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share amounts)

 

 

 

September 30, 2026

 

 

December 31, 2025

 

 

 

(unaudited)

 

 

 

 

Assets:

 

 

 

 

 

 

Real estate assets:

 

 

 

 

 

 

Operating properties, net of accumulated depreciation of $2,032,122 and $1,922,394  
    in 2026 and 2025, respectively

 

$

7,846,848

 

 

$

7,894,846

 

Land

 

 

201,783

 

 

 

135,870

 

 

 

8,048,631

 

 

 

8,030,716

 

 

 

 

 

 

 

Real estate assets and other assets held for sale, net

 

 

23,257

 

 

 

61,489

 

Cash and cash equivalents

 

 

5,213

 

 

 

5,720

 

Investments in real estate debt, at fair value

 

 

19,586

 

 

 

37,804

 

Accounts receivable

 

 

20,070

 

 

 

17,578

 

Deferred rents receivable

 

 

282,422

 

 

 

269,282

 

Investments in unconsolidated joint ventures

 

 

195,700

 

 

 

215,301

 

Intangible assets, net

 

 

169,039

 

 

 

164,738

 

Other assets, net

 

 

116,826

 

 

 

87,504

 

Total assets

 

$

8,880,744

 

 

$

8,890,132

 

Liabilities:

 

 

 

 

 

 

Notes payable

 

$

3,579,763

 

 

$

3,340,815

 

Accounts payable and accrued expenses

 

 

307,010

 

 

 

314,317

 

Deferred income

 

 

287,883

 

 

 

301,358

 

Intangible liabilities, net

 

 

117,826

 

 

 

117,085

 

Other liabilities

 

 

129,637

 

 

 

111,506

 

Liabilities of real estate assets held for sale, net

 

 

114

 

 

 

2,849

 

Total liabilities

 

 

4,422,233

 

 

 

4,187,930

 

Commitments and contingencies

 

 

 

 

 

 

Equity:

 

 

 

 

 

 

Stockholders' investment:

 

 

 

 

 

 

Common stock, $1 par value per share, 300,000,000 shares authorized,
   
164,600,642 and 167,981,990 issued and outstanding in 2026 and 2025, respectively

 

 

164,601

 

 

 

167,982

 

Additional paid-in capital

 

 

5,889,154

 

 

 

5,971,762

 

Distributions in excess of cumulative net income

 

 

(1,604,448

)

 

 

(1,460,154

)

Total stockholders' investment

 

 

4,449,307

 

 

 

4,679,590

 

Nonredeemable noncontrolling interests

 

 

9,204

 

 

 

22,612

 

Total equity

 

 

4,458,511

 

 

 

4,702,202

 

Total liabilities and equity

 

$

8,880,744

 

 

$

8,890,132

 

 

See accompanying notes.

2


 

COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited; in thousands, except per share amounts)

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

September 30,

 

 

September 30,

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

Rental property revenues

 

$

257,310

 

 

$

246,461

 

 

$

784,132

 

 

$

727,203

 

Fee income

 

 

1,439

 

 

 

526

 

 

 

4,951

 

 

 

1,516

 

Other

 

 

666

 

 

 

1,339

 

 

 

1,969

 

 

 

10,063

 

 

 

259,415

 

 

 

248,326

 

 

 

791,052

 

 

 

738,782

 

Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Rental property operating expenses

 

 

80,093

 

 

 

80,023

 

 

 

247,344

 

 

 

231,358

 

Reimbursed expenses

 

 

139

 

 

 

124

 

 

 

431

 

 

 

420

 

General and administrative expenses

 

 

9,854

 

 

 

9,510

 

 

 

33,809

 

 

 

29,957

 

Interest expense

 

 

45,577

 

 

 

41,497

 

 

 

137,742

 

 

 

116,785

 

Operating property impairment

 

 

—

 

 

 

—

 

 

 

36,600

 

 

 

—

 

Depreciation and amortization

 

 

103,258

 

 

 

105,272

 

 

 

316,509

 

 

 

308,276

 

Other

 

 

875

 

 

 

440

 

 

 

1,702

 

 

 

1,305

 

 

 

 

239,796

 

 

 

236,866

 

 

 

774,137

 

 

 

688,101

 

Loss from unconsolidated joint ventures

 

 

(2,101

)

 

 

(2,682

)

 

 

(6,958

)

 

 

(6,152

)

Gain (loss) on investment property transactions

 

 

(509

)

 

 

—

 

 

 

8,616

 

 

 

—

 

Net Income

 

 

17,009

 

 

 

8,778

 

 

 

18,573

 

 

 

44,529

 

Net income attributable to noncontrolling interests

 

 

(9

)

 

 

(188

)

 

 

(271

)

 

 

(559

)

Net income available to common stockholders

 

$

17,000

 

 

$

8,590

 

 

$

18,302

 

 

$

43,970

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income per common share — basic and diluted

 

$

0.10

 

 

$

0.05

 

 

$

0.11

 

 

$

0.26

 

Weighted average common shares — basic

 

 

164,601

 

 

 

167,967

 

 

 

165,324

 

 

 

167,902

 

Weighted average common shares — diluted

 

 

165,788

 

 

 

168,738

 

 

 

166,254

 

 

 

168,698

 

 

See accompanying notes.

3


 

COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(unaudited; in thousands)

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

September 30,

 

 

September 30,

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Comprehensive Income:

 

 

 

 

 

 

 

 

 

 

 

 

Net income available to common stockholders

 

$

17,000

 

 

$

8,590

 

 

$

18,302

 

 

$

43,970

 

Other comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized gain on cash flow hedges

 

 

—

 

 

 

—

 

 

 

—

 

 

 

11

 

Amortization of cash flow hedges

 

 

—

 

 

 

—

 

 

 

—

 

 

 

94

 

Total other comprehensive income

 

 

—

 

 

 

—

 

 

 

—

 

 

 

105

 

Total comprehensive income

 

$

17,000

 

 

$

8,590

 

 

$

18,302

 

 

$

44,075

 

 

See accompanying notes.

 

4


 

COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EQUITY

(unaudited; in thousands except per share amounts)

 

 

 

 

 

 

Three Months Ended September 30, 2026

 

 

 

Common
Stock

 

 

Additional
Paid-In
Capital

 

 

Distributions in
Excess of
Net Income

 

 

Stockholders’
Investment

 

 

Nonredeemable
Noncontrolling
Interests

 

 

Total Equity

 

Balance June 30, 2026

 

$

164,602

 

 

$

5,886,169

 

 

$

(1,567,095

)

 

$

4,483,676

 

 

$

7,891

 

 

$

4,491,567

 

Net income

 

 

-

 

 

 

-

 

 

 

17,000

 

 

 

17,000

 

 

 

9

 

 

 

17,009

 

Amortization of stock-based
   compensation, net of forfeitures

 

 

(1

)

 

 

3,345

 

 

 

-

 

 

 

3,344

 

 

 

-

 

 

 

3,344

 

Acquisition of partners'
   noncontrolling interest

 

 

-

 

 

 

(360

)

 

 

-

 

 

 

(360

)

 

 

342

 

 

 

(18

)

Contributions from
   nonredeemable noncontrolling
   interests

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1,346

 

 

 

1,346

 

Distributions to nonredeemable
   noncontrolling interests

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(384

)

 

 

(384

)

Common dividends ($0.32  per
   share)

 

 

-

 

 

 

-

 

 

 

(54,353

)

 

 

(54,353

)

 

 

-

 

 

 

(54,353

)

Balance September 30, 2026

 

$

164,601

 

 

$

5,889,154

 

 

$

(1,604,448

)

 

$

4,449,307

 

 

$

9,204

 

 

$

4,458,511

 

 

 

 

 

 

Three Months Ended September 30, 2025

 

 

Common
Stock

 

 

Additional
Paid-In
Capital

 

 

Distributions
in Excess of
Net Income

 

 

Stockholders’
Investment

 

 

Nonredeemable
Noncontrolling
Interests

 

 

Total Equity

 

Balance June 30, 2025

 

$

167,968

 

 

$

5,965,497

 

 

$

(1,355,394

)

 

$

4,778,071

 

 

$

23,082

 

 

$

4,801,153

 

Net income

 

 

-

 

 

 

-

 

 

 

8,590

 

 

 

8,590

 

 

 

188

 

 

 

8,778

 

Amortization of stock-based
   compensation, net of forfeitures

 

 

(3

)

 

 

2,973

 

 

 

-

 

 

 

2,970

 

 

 

-

 

 

 

2,970

 

Distributions to noncontrolling
   interests

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(382

)

 

 

(382

)

Common dividends ($0.32 per
   share)

 

 

-

 

 

 

-

 

 

 

(54,856

)

 

 

(54,856

)

 

 

-

 

 

 

(54,856

)

Balance September 30, 2025

 

$

167,965

 

 

$

5,968,470

 

 

$

(1,401,660

)

 

$

4,734,775

 

 

$

22,888

 

 

$

4,757,663

 

 

 

5


 

 

 

Nine Months Ended September 30, 2026

 

 

 

Common
Stock

 

 

Additional
Paid-In
Capital

 

 

Distributions in
Excess of
Net Income

 

 

Stockholders' Investment

 

 

Nonredeemable
Noncontrolling
Interests

 

 

Total Equity

 

Balance December 31, 2025

 

$

167,982

 

 

$

5,971,762

 

 

$

(1,460,154

)

 

$

4,679,590

 

 

$

22,612

 

 

$

4,702,202

 

Net income

 

 

-

 

 

 

-

 

 

 

18,302

 

 

 

18,302

 

 

 

271

 

 

 

18,573

 

Common stock issued and tax
   withholding pursuant to stock-
   based compensation

 

 

476

 

 

 

(4,159

)

 

 

-

 

 

 

(3,683

)

 

 

-

 

 

 

(3,683

)

Amortization of stock-based
   compensation, net of forfeitures

 

 

(6

)

 

 

12,218

 

 

 

-

 

 

 

12,212

 

 

 

-

 

 

 

12,212

 

Stock repurchases

 

 

(3,851

)

 

 

(86,193

)

 

 

-

 

 

 

(90,044

)

 

 

-

 

 

 

(90,044

)

Acquisition of partners'
   noncontrolling interest

 

 

-

 

 

 

(4,474

)

 

 

-

 

 

 

(4,474

)

 

 

(14,075

)

 

 

(18,549

)

Contributions from nonredeemable
   noncontrolling interests

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1,346

 

 

 

1,346

 

Distributions to noncontrolling
   interests

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(950

)

 

 

(950

)

Common dividends ($0.96 per
   share)

 

 

-

 

 

 

-

 

 

 

(162,596

)

 

 

(162,596

)

 

 

-

 

 

 

(162,596

)

Balance September 30, 2026

 

$

164,601

 

 

$

5,889,154

 

 

$

(1,604,448

)

 

$

4,449,307

 

 

$

9,204

 

 

$

4,458,511

 

 

 

 

Nine Months Ended September 30, 2025

 

 

Common
Stock

 

 

Additional
Paid-In
Capital

 

 

Distributions in Excess of
Net Income

 

 

Accumulated
Other
Comprehensive
Income (Loss)

 

 

Stockholders’
Investment

 

 

Nonredeemable
Noncontrolling
Interests

 

 

Total Equity

 

Balance December 31, 2024

 

$

167,660

 

 

$

5,959,670

 

 

$

(1,280,547

)

 

$

(105

)

 

$

4,846,678

 

 

$

23,489

 

 

$

4,870,167

 

Net income

 

 

-

 

 

 

-

 

 

 

43,970

 

 

 

-

 

 

 

43,970

 

 

 

559

 

 

 

44,529

 

Other comprehensive income

 

 

-

 

 

 

-

 

 

 

-

 

 

 

105

 

 

 

105

 

 

 

-

 

 

 

105

 

Common stock issued and tax
   withholding pursuant to
   stock-based compensation

 

 

311

 

 

 

(3,061

)

 

 

-

 

 

 

-

 

 

 

(2,750

)

 

 

-

 

 

 

(2,750

)

Amortization of stock-based
   compensation, net of
   forfeitures

 

 

(6

)

 

 

11,861

 

 

 

-

 

 

 

-

 

 

 

11,855

 

 

 

-

 

 

 

11,855

 

Contributions from
   noncontrolling interests

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

7

 

 

 

7

 

Distributions to
   noncontrolling interests

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(1,167

)

 

 

(1,167

)

Common dividends ($0.96 
   per share)

 

 

-

 

 

 

-

 

 

 

(165,083

)

 

 

-

 

 

 

(165,083

)

 

 

-

 

 

 

(165,083

)

Balance September 30, 2025

 

$

167,965

 

 

$

5,968,470

 

 

$

(1,401,660

)

 

$

-

 

 

$

4,734,775

 

 

$

22,888

 

 

$

4,757,663

 

 

See accompanying notes.

6


 

COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited; in thousands)

 

 

 

Nine Months Ended September 30,

 

 

 

2026

 

 

2025

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

Net income

 

$

18,573

 

 

$

44,529

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

Gain on investment property transactions

 

 

(8,616

)

 

 

-

 

Depreciation and amortization

 

 

316,509

 

 

 

308,276

 

Amortization of deferred financing costs, debt premiums, and debt discounts, net

 

 

4,174

 

 

 

3,313

 

Equity-classified stock-based compensation expense, net of forfeitures

 

 

13,437

 

 

 

13,113

 

Effect of non-cash adjustments to rental revenues

 

 

(60,424

)

 

 

(65,726

)

Loss from unconsolidated joint ventures

 

 

6,958

 

 

 

6,152

 

Operating distributions from unconsolidated joint ventures

 

 

2,392

 

 

 

1,310

 

Operating property impairment

 

 

36,600

 

 

 

-

 

Changes in other operating assets and liabilities, net of acquisitions:

 

 

 

 

 

 

Change in receivables and other assets, net

 

 

(11,098

)

 

 

(5,865

)

Change in operating liabilities, net

 

 

(10,211

)

 

 

(17,299

)

Net cash provided by operating activities

 

 

308,294

 

 

 

287,803

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

 

Capital expenditures

 

 

(198,719

)

 

 

(180,460

)

Property acquisitions

 

 

(367,135

)

 

 

(247,845

)

Property dispositions

 

 

271,239

 

 

 

-

 

Proceeds from borrower repayment of investments in real estate debt

 

 

18,218

 

 

 

150,791

 

Investments in real estate debt

 

 

-

 

 

 

(20,338

)

Return of capital distributions from unconsolidated joint ventures

 

 

15,865

 

 

 

-

 

Contributions to unconsolidated joint ventures

 

 

(5,237

)

 

 

(37,660

)

Net cash used in investing activities

 

 

(265,769

)

 

 

(335,512

)

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

Proceeds from credit facility

 

 

986,900

 

 

 

389,115

 

Repayment of credit facility

 

 

(988,100

)

 

 

(417,732

)

Bond issuance, net of original issue discount

 

 

496,295

 

 

 

499,935

 

Repayment of term loans

 

 

(150,000

)

 

 

-

 

Purchase of shares under share repurchase program

 

 

(90,044

)

 

 

-

 

Repayment of senior notes

 

 

-

 

 

 

(250,000

)

Repayment of mortgages

 

 

(104,191

)

 

 

(5,044

)

Repurchase of shares withheld for taxes on restricted stock vestings

 

 

(1,681

)

 

 

(1,908

)

Payment of deferred financing costs

 

 

(12,081

)

 

 

(5,802

)

Payment of issuance of common stock costs

 

 

-

 

 

 

(315

)

Common dividends paid

 

 

(160,631

)

 

 

(162,054

)

Contributions from noncontrolling interests

 

 

-

 

 

 

7

 

Distributions to noncontrolling interests

 

 

(950

)

 

 

(1,167

)

Acquisition of partners' noncontrolling interests

 

 

(18,549

)

 

 

-

 

Net cash provided by (used in) financing activities

 

 

(43,032

)

 

 

45,035

 

NET INCREASE IN CASH AND CASH EQUIVALENTS

 

 

(507

)

 

 

(2,674

)

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD

 

 

5,720

 

 

 

7,349

 

CASH AND CASH EQUIVALENTS AT END OF PERIOD

 

$

5,213

 

 

$

4,675

 

 

See accompanying notes.

7


 

COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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.

8


 

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):

 

 

300 South Tryon

 

 

The Link

 

Closing Purchase Price

 

$

317,500

 

 

$

218,000

 

Acquisition Date

 

February 2026

 

 

July 2025

 

Square Feet

 

 

638,000

 

 

 

292,000

 

Market

 

Charlotte

 

 

Dallas

 

Purchase Price Allocation

 

 

 

 

 

 

Tangible assets

 

 

 

 

 

 

Operating properties

 

$

306,470

 

 

$

222,890

 

Intangible and other assets

 

 

 

 

 

 

In-place leases (1)

 

 

26,467

 

 

 

19,260

 

Prepaid expenses

 

 

171

 

 

 

48

 

Above market rents

 

 

125

 

 

 

—

 

 

 

26,763

 

 

 

19,308

 

Intangible and other liabilities

 

 

 

 

 

 

Below market leases (1)

 

 

(14,505

)

 

 

(21,409

)

Accounts payable and other liabilities

 

 

(1,467

)

 

 

(5,775

)

 

 

(15,972

)

 

 

(27,184

)

 

 

 

 

 

 

Total net assets acquired (2)

 

$

317,261

 

 

$

215,014

 

 

(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 management 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.

9


 

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):

 

Real estate assets and other assets held for sale

 

2026

 

 

2025

 

Operating properties, net of accumulated depreciation of $15,341 in 2025

 

$

—

 

 

$

35,682

 

Land

 

 

18,854

 

 

 

18,854

 

Notes and accounts receivable

 

 

—

 

 

 

272

 

Deferred rents receivable

 

 

—

 

 

 

2,082

 

Intangible assets, net of accumulated amortization of $682 in 2025

 

 

—

 

 

 

138

 

Other assets

 

 

4,403

 

 

 

4,461

 

 

$

23,257

 

 

$

61,489

 

 

 

 

 

 

 

Liabilities of real estate assets held for sale

 

 

 

 

 

 

Accounts payable and accrued expenses

 

$

114

 

 

$

1,769

 

Deferred income

 

 

—

 

 

 

266

 

Intangible liabilities, net of accumulated amortization of $140 in 2025

 

 

—

 

 

 

49

 

Other liabilities

 

 

—

 

 

 

765

 

 

$

114

 

 

$

2,849

 

 

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).

10


 

3. INVESTMENTS IN REAL ESTATE DEBT

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

 

 

Carrying Value and Fair Value at

 

Collateral

 

September 30, 2026

 

 

December 31, 2025

 

110 East - Pledge of equity interest (1)
Charlotte, NC, Office Building

 

$

—

 

 

$

18,218

 

Neuhoff - Pledge of equity interest (2)
Nashville, TN, Mixed Use Development

 

 

19,586

 

 

 

19,586

 

5th & Walsh - Preferred equity interest (3)
Austin, TX, Office Development

 

 

—

 

 

 

—

 

 

$

19,586

 

 

$

37,804

 

 

(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.

 

 

Interest Income for the
Three Months Ended September 30,

 

 

Interest Income for the
Nine Months Ended September 30,

 

Collateral

 

2026

 

 

2025

 

 

2026

 

 

2025

 

 

 

 

 

 

 

 

 

 

 

 

 

 

110 East - Pledge of equity interest
Charlotte, NC, office building

 

$

—

 

 

$

580

 

 

$

238

 

 

$

1,706

 

Radius - Pledge of equity interest
Nashville, TN, office building

 

 

—

 

 

 

—

 

 

 

—

 

 

 

1,241

 

Saint Ann - Pledge of asset
Dallas, TX, office building

 

 

—

 

 

 

—

 

 

 

—

 

 

 

350

 

Neuhoff - Pledge of equity interest
Nashville, TN, mixed use development

 

 

544

 

 

 

26

 

 

 

1,518

 

 

 

26

 

 

$

544

 

 

$

606

 

 

$

1,756

 

 

$

3,323

 

 

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.

 

11


 

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).

 

SUMMARY OF FINANCIAL POSITION

 

 

Company's Ownership

 

Total Assets

 

 

Total Liabilities

 

 

Total Equity (Deficit)

 

 

Company's Investment
(Deferred Income)

 

 

Interest

 

2026

 

 

2025

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Operating Properties:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

AMCO 120 WT Holdings, LLC

 

20%

 

$

72,888

 

 

$

73,982

 

 

$

2,145

 

 

$

1,732

 

 

$

70,743

 

 

$

72,250

 

 

$

12,908

 

 

$

13,201

 

Crawford Long - CPI, LLC (1) (2)

 

50%

 

 

20,936

 

 

 

20,882

 

 

 

84,554

 

 

 

83,869

 

 

 

(63,618

)

 

 

(62,987

)

 

 

(31,444

)

 

 

(31,067

)

Neuhoff Holdings LLC (3)

 

50%

 

 

593,459

 

 

 

591,844

 

 

 

283,403

 

 

 

271,606

 

 

 

310,055

 

 

 

320,238

 

 

 

172,915

 

 

 

178,723

 

TL CO Proscenium JV, LLC (4)

 

20%

 

 

175,754

 

 

 

94,240

 

 

 

87,926

 

 

 

3,498

 

 

 

87,828

 

 

 

90,742

 

 

 

4,909

 

 

 

18,479

 

Land:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

715 Ponce Holdings LLC

 

50%

 

 

9,708

 

 

 

9,518

 

 

 

60

 

 

 

11

 

 

 

9,648

 

 

 

9,507

 

 

 

4,968

 

 

 

4,898

 

 

 

 

$

872,745

 

 

$

790,466

 

 

$

458,088

 

 

$

360,716

 

 

$

414,656

 

 

$

429,750

 

 

$

164,256

 

 

$

184,234

 

 

(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 two one-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).

 

SUMMARY OF OPERATIONS

 

 

Total Revenues

 

 

Net Income (Loss)

 

 

Company's Income (Loss)
from Investment

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Operating Properties:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

AMCO 120 WT Holdings, LLC

 

$

7,863

 

 

$

7,734

 

 

$

1,691

 

 

$

1,743

 

 

$

324

 

 

$

330

 

Crawford Long - CPI, LLC

 

 

10,537

 

 

 

10,793

 

 

 

2,370

 

 

 

2,462

 

 

 

1,089

 

 

 

1,138

 

Neuhoff Holdings LLC

 

 

23,130

 

 

 

14,248

 

 

 

(15,319

)

 

 

(14,342

)

 

 

(8,255

)

 

 

(7,518

)

TL CO Proscenium JV, LLC

 

 

9,027

 

 

 

11,411

 

 

 

(48

)

 

 

118

 

 

 

(187

)

 

 

(133

)

Land:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

715 Ponce Holdings LLC

 

 

223

 

 

 

156

 

 

 

141

 

 

 

62

 

 

 

71

 

 

 

31

 

 

$

50,780

 

 

$

44,342

 

 

$

(11,165

)

 

$

(9,957

)

 

$

(6,958

)

 

$

(6,152

)

 

12


 

 

 

5. INTANGIBLE ASSETS AND LIABILITIES

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

 

 

2026

 

 

2025

 

In-place leases, net of accumulated amortization of $134,344 and $136,277 in 2026 and 2025, respectively

 

$

141,871

 

 

 

135,606

 

Below-market ground leases, net of accumulated amortization of $3,066 and $2,854 in 2026 and 2025, respectively

 

 

16,186

 

 

 

16,398

 

Above-market leases, net of accumulated amortization of $23,045 and $23,949 in 2026 and 2025, respectively

 

 

9,308

 

 

 

11,060

 

Goodwill

 

 

1,674

 

 

 

1,674

 

 

$

169,039

 

 

 

164,738

 

 

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

 

 

2026

 

 

2025

 

Below-market leases, net of accumulated amortization of $55,268 and $61,343 in 2026 and 2025, respectively

 

$

117,826

 

 

$

117,085

 

 

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

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

Rental property revenues, net (Below-market and Above-market leases)

 

$

3,371

 

 

$

3,398

 

 

$

11,731

 

 

$

9,024

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization (In-place leases)

 

 

6,177

 

 

 

5,925

 

 

 

19,924

 

 

 

17,243

 

Rental property operating and other expenses (Below-market ground leases)

 

 

75

 

 

 

71

 

 

 

225

 

 

 

211

 

 

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

 

 

 

In-Place
Leases

 

 

Below-Market Ground Lease

 

 

Above-Market Leases

 

 

Below-Market
Leases

 

 

2026 (three months)

 

$

5,982

 

 

$

107

 

 

$

550

 

 

$

(3,837

)

 

2027

 

 

21,897

 

 

 

282

 

 

 

1,838

 

 

 

(14,981

)

 

2028

 

 

20,453

 

 

 

282

 

 

 

1,727

 

 

 

(14,607

)

 

2029

 

 

18,336

 

 

 

282

 

 

 

1,460

 

 

 

(13,809

)

 

2030

 

 

15,958

 

 

 

282

 

 

 

1,265

 

 

 

(12,216

)

 

2031

 

 

13,965

 

 

 

282

 

 

 

966

 

 

 

(11,421

)

 

Thereafter

 

 

45,280

 

 

 

14,669

 

 

 

1,502

 

 

 

(46,955

)

 

 

$

141,871

 

 

$

16,186

 

 

$

9,308

 

 

$

(117,826

)

 

 

6. OTHER ASSETS

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

 

 

2026

 

 

2025

 

Predevelopment costs and earnest money (1)

 

$

75,583

 

 

$

59,789

 

Prepaid expenses and other assets

 

 

15,027

 

 

 

7,339

 

Lease inducements, net of accumulated amortization of $11,425 and $9,919 in 2026 and 2025, respectively (2)

 

 

10,147

 

 

 

9,847

 

Furniture, fixtures and equipment and other deferred costs, net of accumulated depreciation of $10,394 and $20,837 in 2026 and 2025, respectively

 

 

8,311

 

 

 

8,826

 

Credit Facility deferred financing costs, net of accumulated amortization of $857 and $4,701 in 2026 and 2025, respectively

 

 

7,758

 

 

 

1,703

 

 

$

116,826

 

 

$

87,504

 

 

13


 

 

(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):

 

Description

 

Interest Rate (1)

 

 

Maturity (2)

 

2026

 

 

2025

 

Unsecured Notes:

 

 

 

 

 

 

 

 

 

 

 

Credit Facility

 

4.595 %

 

 

April 2031

 

$

114,800

 

 

$

116,000

 

Public Senior Notes

 

5.875 %

 

 

October 2034

 

 

500,000

 

 

 

500,000

 

Public Senior Notes

 

5.250 %

 

 

July 2030

 

 

500,000

 

 

 

500,000

 

Public Senior Notes

 

4.875 %

 

 

March 2033

 

 

500,000

 

 

 

-

 

Public Senior Notes

 

5.375 %

 

 

February 2032

 

 

400,000

 

 

 

400,000

 

Term Loan (3)

 

4.670 %

 

 

March 2027

 

 

400,000

 

 

 

400,000

 

Privately Placed Senior Notes

 

3.950 %

 

 

July 2029

 

 

275,000

 

 

 

275,000

 

Privately Placed Senior Notes

 

3.860 %

 

 

July 2028

 

 

250,000

 

 

 

250,000

 

Privately Placed Senior Notes

 

3.780 %

 

 

July 2027

 

 

125,000

 

 

 

125,000

 

Term Loan

 

4.670 %

 

 

February 2027

 

 

100,000

 

 

 

250,000

 

Privately Placed Senior Notes

 

4.090 %

 

 

July 2027

 

 

100,000

 

 

 

100,000

 

 

 

 

 

 

 

 

3,264,800

 

 

 

2,916,000

 

Secured Mortgage Notes:

 

 

 

 

 

 

 

 

 

 

 

Terminus (4)

 

6.340 %

 

 

January 2031

 

 

221,000

 

 

 

221,000

 

201 North Tryon

 

3.370 %

 

 

October 2026

 

 

115,936

 

 

 

118,928

 

Colorado Tower

 

3.450 %

 

 

September 2026

 

 

-

 

 

 

101,199

 

 

 

 

 

 

 

 

336,936

 

 

 

441,127

 

 

 

 

 

 

 

$

3,601,736

 

 

$

3,357,127

 

 

 

 

 

 

 

 

 

 

 

 

Unamortized original issue discount

 

 

 

 

 

 

 

(6,413

)

 

 

(3,246

)

Unamortized loan costs

 

 

 

 

 

 

 

(15,560

)

 

 

(13,066

)

Total Notes Payable

 

 

 

 

 

 

$

3,579,763

 

 

$

3,340,815

 

 

(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 elected six-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 1.75x; a fixed charge coverage ratio of at least 1.50x; 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, and five 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.

14


 

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, and five 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 six six-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 six six-month extension options on the 2021 Term Loan, which became effective August 19, 2026, extending the maturity date to February 12, 2027. The Company has two remaining six-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 has one 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.

15


 

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 1.50x; 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 the three and nine months ended September 30, 2026, and 2025, interest expense was recorded as follows ($ in thousands):

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Total interest incurred

 

$

46,541

 

 

$

43,131

 

 

$

141,019

 

 

$

122,705

 

Interest capitalized

 

 

(964

)

 

 

(1,634

)

 

 

(3,277

)

 

 

(5,920

)

Total interest expense

 

$

45,577

 

 

$

41,497

 

 

$

137,742

 

 

$

116,785

 

 

 

8. DERIVATIVE FINANCIAL INSTRUMENTS

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

16


 

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 the nine months ended September 30, 2025 ($ in thousands):

 

Cash Flow Hedges:

 

Nine Months Ended September 30, 2025

 

Amount of income recognized in accumulated other comprehensive
   income on interest rate derivatives

 

$

11

 

Amount of loss reclassified from accumulated other comprehensive
   income into income as an increase of interest expense

 

 

94

 

Total amount of interest expense presented in the consolidated
   statements of operations

 

 

116,785

 

 

9. OTHER LIABILITIES

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

 

 

2026

 

 

2025

 

Ground lease liability

 

$

67,880

 

 

$

50,185

 

Prepaid rent

 

 

40,300

 

 

 

42,284

 

Security deposits

 

 

19,370

 

 

 

17,029

 

Other liabilities

 

 

2,087

 

 

 

2,008

 

 

$

129,637

 

 

$

111,506

 

 

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.

17


 

ATM Program

In 2021, the Company entered into an Equity Distribution Agreement ("EDA") with six 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 did not sell any shares under Forward Sales contracts. During the nine 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.

18


 

 

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 by five 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 the three and nine months ended September 30, 2026, and 2025, respectively, stock-based compensation expense, net of forfeitures, was recorded as follows ($ in thousands):

 

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Equity-classified awards:

 

 

 

 

 

 

 

 

 

 

 

 

Restricted stock

 

$

1,299

 

 

$

1,150

 

 

$

3,669

 

 

$

3,447

 

Market based RSUs

 

 

1,500

 

 

 

1,345

 

 

 

6,323

 

 

 

6,291

 

Performance based RSUs

 

 

529

 

 

 

456

 

 

 

2,136

 

 

 

2,052

 

Director grants

 

 

408

 

 

 

410

 

 

 

1,226

 

 

 

1,259

 

ESPP

 

 

17

 

 

 

22

 

 

 

90

 

 

 

75

 

Total equity-classified award expense, net of
   forfeitures

 

$

3,753

 

 

$

3,383

 

 

$

13,444

 

 

$

13,124

 

 

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's one 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.

19


 

The expense 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 is three 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 the nine months ended September 30, 2026, and 2025, respectively (in thousands):

 

 

Shares and Targeted Units
Granted in

 

 

2026

 

 

2025

 

Market-based RSUs

 

 

264

 

 

 

178

 

Performance-based RSUs

 

 

113

 

 

 

77

 

Restricted stock

 

 

262

 

 

 

179

 

 

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 the nine months ended September 30, 2026, and 2025:

 

 

 

 

 

Assumptions for RSUs
Granted in

 

 

 

 

 

2026

 

 

2025

 

Volatility

 

 

(1

)

 

 

29.7

%

 

 

31.3

%

Risk-free rate

 

 

(2

)

 

 

3.43

%

 

 

4.26

%

Stock beta

 

 

(3

)

 

 

0.83

%

 

 

0.88

%

 

(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.

20


 

14. EARNINGS PER SHARE

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

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Earnings per common share - basic:

 

 

 

 

 

 

 

 

 

 

 

 

Numerator:

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

17,009

 

 

$

8,778

 

 

$

18,573

 

 

$

44,529

 

Net income attributable to noncontrolling interests in CPLP
   from continuing operations

 

 

(3

)

 

 

(1

)

 

 

(3

)

 

 

(7

)

Net income attributable to other noncontrolling interests

 

 

(6

)

 

 

(187

)

 

 

(268

)

 

 

(552

)

Net income available to common stockholders

 

$

17,000

 

 

$

8,590

 

 

$

18,302

 

 

$

43,970

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Denominator:

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares - basic

 

 

164,601

 

 

 

167,967

 

 

 

165,324

 

 

 

167,902

 

Net income per common share - basic

 

$

0.10

 

 

$

0.05

 

 

$

0.11

 

 

$

0.26

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per common share - diluted:

 

 

 

 

 

 

 

 

 

 

 

 

Numerator:

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

17,009

 

 

$

8,778

 

 

$

18,573

 

 

$

44,529

 

Net income attributable to other noncontrolling interests

 

 

(6

)

 

 

(187

)

 

 

(268

)

 

 

(552

)

Net income available for common stockholders before
   allocation of net income attributable to noncontrolling
   interests in CPLP

 

$

17,003

 

 

$

8,591

 

 

$

18,305

 

 

$

43,977

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares - basic

 

 

164,601

 

 

 

167,967

 

 

 

165,324

 

 

 

167,902

 

Add:

 

 

 

 

 

 

 

 

 

 

 

 

Potential dilutive common shares - restricted stock units,
   less shares assumed purchased at market price

 

 

1,157

 

 

 

746

 

 

 

903

 

 

 

771

 

Potential dilutive common shares - Employee options under the
  Cousins Employee Stock Purchase Plan, less shares assumed
  purchased at market price

 

 

5

 

 

 

—

 

 

 

2

 

 

 

—

 

Weighted average units of CPLP convertible into
   common shares

 

 

25

 

 

 

25

 

 

 

25

 

 

 

25

 

Weighted average common shares - diluted

 

 

165,788

 

 

 

168,738

 

 

 

166,254

 

 

 

168,698

 

Net income per common share - diluted

 

$

0.10

 

 

$

0.05

 

 

$

0.11

 

 

$

0.26

 

 

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 the nine months ended September 30, 2026, and 2025 is as follows ($ in thousands):

 

 

2026

 

 

2025

 

Interest paid, net of amounts capitalized

 

$

147,769

 

 

$

112,347

 

Income taxes paid

 

 

—

 

 

 

—

 

Non-Cash Investing and Financing Activities:

 

 

 

 

 

 

Common stock dividends declared and accrued

 

 

57,270

 

 

 

57,600

 

Tenant improvements funded by tenants

 

 

17,588

 

 

 

51,974

 

Changes in accounts payable and accrued expenses related
   to real estate assets

 

 

(5,297

)

 

 

(24,964

)

Right of use asset - operating lease

 

 

(17,721

)

 

 

—

 

Ground lease liability

 

 

17,721

 

 

 

—

 

 

21


 

 

 

 

 

 

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 for reporting 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 the three and nine months ended September 30, 2026, and 2025 are as follows ($ in thousands):

 

Three Months Ended September 30, 2026

 

Rental Property Revenues

 

 

Rental Property Operating Expenses

 

 

NOI

 

 

 

 

 

 

 

 

 

 

 

Austin

 

$

82,303

 

 

$

24,103

 

 

$

58,200

 

Atlanta

 

 

85,626

 

 

 

29,612

 

 

 

56,014

 

Charlotte

 

 

29,498

 

 

 

8,148

 

 

 

21,350

 

Phoenix

 

 

18,509

 

 

 

5,020

 

 

 

13,489

 

Tampa

 

 

19,902

 

 

 

6,548

 

 

 

13,354

 

Dallas

 

 

12,259

 

 

 

4,105

 

 

 

8,154

 

Houston

 

 

8,777

 

 

 

2,960

 

 

 

5,817

 

Nashville

 

 

2,634

 

 

 

1,397

 

 

 

1,237

 

 

$

259,508

 

 

$

81,893

 

 

 

177,615

 

 

 

 

 

 

 

 

 

 

Non - Office Properties

 

 

3,950

 

 

 

1,393

 

 

 

2,557

 

 

$

263,458

 

 

$

83,286

 

 

$

180,172

 

 

 

 

 

 

 

 

 

 

Less: Company's share from unconsolidated joint ventures

 

$

(7,193

)

 

$

(3,193

)

 

 

 

Termination Fees

 

 

1,045

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

257,310

 

 

$

80,093

 

 

 

 

 

22


 

Three Months Ended September 30, 2025

 

Rental Property Revenues

 

 

Rental Property Operating Expenses

 

 

NOI

 

 

 

 

 

 

 

 

 

 

 

Austin

 

$

88,296

 

 

$

28,053

 

 

$

60,243

 

Atlanta

 

 

82,570

 

 

 

30,043

 

 

 

52,527

 

Charlotte

 

 

21,480

 

 

 

5,890

 

 

 

15,590

 

Phoenix

 

 

16,521

 

 

 

4,355

 

 

 

12,166

 

Tampa

 

 

20,272

 

 

 

7,266

 

 

 

13,006

 

Dallas

 

 

9,278

 

 

 

2,196

 

 

 

7,082

 

Houston

 

 

8,292

 

 

 

2,631

 

 

 

5,661

 

Nashville

 

 

1,519

 

 

 

862

 

 

 

657

 

 

$

248,228

 

 

$

81,296

 

 

$

166,932

 

 

 

 

 

 

 

 

 

 

Non - Office Properties

 

 

3,827

 

 

 

1,577

 

 

 

2,250

 

 

$

252,055

 

 

$

82,873

 

 

$

169,182

 

 

 

 

 

 

 

 

 

 

Less: Company's share from unconsolidated joint ventures

 

$

(6,106

)

 

$

(2,850

)

 

 

 

Termination Fees

 

 

512

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

246,461

 

 

$

80,023

 

 

 

 

 

Nine Months Ended September 30, 2026

 

Rental Property Revenues

 

 

Rental Property Operating Expenses

 

 

NOI

 

 

 

 

 

 

 

 

 

 

 

Austin

 

$

262,660

 

 

$

80,589

 

 

$

182,071

 

Atlanta

 

 

255,697

 

 

 

89,192

 

 

 

166,505

 

Charlotte

 

 

85,361

 

 

 

23,107

 

 

 

62,254

 

Phoenix

 

 

54,488

 

 

 

14,042

 

 

 

40,446

 

Tampa

 

 

59,605

 

 

 

20,339

 

 

 

39,266

 

Dallas

 

 

37,181

 

 

 

12,032

 

 

 

25,149

 

Houston

 

 

25,817

 

 

 

9,232

 

 

 

16,585

 

Nashville

 

 

6,214

 

 

 

3,230

 

 

 

2,984

 

 

$

787,023

 

 

$

251,763

 

 

$

535,260

 

 

 

 

 

 

 

 

 

 

Non - Office Properties

 

 

12,175

 

 

 

4,856

 

 

 

7,319

 

 

$

799,198

 

 

$

256,619

 

 

$

542,579

 

 

 

 

 

 

 

 

 

 

Less: Company's share from unconsolidated joint ventures

 

$

(20,181

)

 

$

(9,275

)

 

 

 

Termination Fees

 

 

5,115

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

784,132

 

 

$

247,344

 

 

 

 

 

 

23


 

Nine Months Ended September 30, 2025

 

Rental Property Revenues

 

 

Rental Property Operating Expenses

 

 

NOI

 

 

 

 

 

 

 

 

 

 

 

Austin

 

$

262,262

 

 

$

81,469

 

 

$

180,793

 

Atlanta

 

 

243,308

 

 

 

86,660

 

 

 

156,648

 

Charlotte

 

 

66,589

 

 

 

17,235

 

 

 

49,354

 

Phoenix

 

 

48,758

 

 

 

12,590

 

 

 

36,168

 

Tampa

 

 

60,868

 

 

 

21,477

 

 

 

39,391

 

Dallas

 

 

18,443

 

 

 

4,102

 

 

 

14,341

 

Houston

 

 

25,856

 

 

 

8,977

 

 

 

16,879

 

Nashville

 

 

3,724

 

 

 

1,625

 

 

 

2,099

 

 

$

729,808

 

 

$

234,135

 

 

$

495,673

 

 

 

 

 

 

 

 

 

 

Non - Office Properties

 

 

10,322

 

 

 

4,884

 

 

 

5,438

 

 

$

740,130

 

 

$

239,019

 

 

$

501,111

 

 

 

 

 

 

 

 

 

 

Less: Company's share from unconsolidated joint ventures

 

$

(16,305

)

 

$

(7,661

)

 

 

 

Termination Fees

 

 

3,378

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

727,203

 

 

$

231,358

 

 

 

 

 

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

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Net Income

 

$

17,009

 

 

$

8,778

 

 

$

18,573

 

 

$

44,529

 

Fee income

 

 

(1,439

)

 

 

(526

)

 

 

(4,951

)

 

 

(1,516

)

Termination fee income

 

 

(1,045

)

 

 

(512

)

 

 

(5,115

)

 

 

(3,378

)

Other income

 

 

(666

)

 

 

(1,339

)

 

 

(1,969

)

 

 

(10,063

)

General and administrative expenses

 

 

9,854

 

 

 

9,510

 

 

 

33,809

 

 

 

29,957

 

Interest expense

 

 

45,577

 

 

 

41,497

 

 

 

137,742

 

 

 

116,785

 

Depreciation and amortization

 

 

103,258

 

 

 

105,272

 

 

 

316,509

 

 

 

308,276

 

Operating property impairment

 

 

—

 

 

 

—

 

 

 

36,600

 

 

 

—

 

Reimbursed expenses

 

 

139

 

 

 

124

 

 

 

431

 

 

 

420

 

Other expenses

 

 

875

 

 

 

440

 

 

 

1,702

 

 

 

1,305

 

Loss from unconsolidated joint ventures

 

 

2,101

 

 

 

2,682

 

 

 

6,958

 

 

 

6,152

 

Net operating income from unconsolidated joint ventures

 

 

4,000

 

 

 

3,256

 

 

 

10,906

 

 

 

8,644

 

Loss (gain) on investment property transaction

 

 

509

 

 

 

—

 

 

 

(8,616

)

 

 

—

 

Net Operating Income

 

$

180,172

 

 

$

169,182

 

 

$

542,579

 

 

$

501,111

 

 

 

 

 

 

 

 

 

 

 

 

 

 

24


 

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

Overview of 2026 Performance and Company and Industry Trends

Cousins Properties Incorporated ("Cousins") (and collectively, with its subsidiaries, the "Company," "we," "our," or "us") is a publicly traded (NYSE: CUZ), self-administered, and self-managed real estate investment trust, or 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 owns Cousins TRS Services LLC, a taxable entity that owns and manages its own real estate portfolio and performs certain real estate related services for other parties. Our strategy is to create stockholder value by owning a lifestyle office portfolio (described in further detail below) in the Sun Belt markets, with a particular focus on the core markets of Austin, Atlanta, Charlotte, Tampa, Phoenix, Dallas, and Nashville. We execute this strategy through disciplined capital allocation, including opportunistic acquisitions, selective developments, and timely dispositions of non-core assets while maintaining a portfolio of newer, more efficient properties with lower capital expenditure requirements. This strategy is also based on a simple, flexible, and low-leverage balance sheet that allows us to pursue compelling growth opportunities at the most advantageous points in the cycle. To implement this strategy, we strive to have strong local operating platforms in each major market.

During the quarter, we leased 546,000 square feet of office space, including 220,000 square feet of new and expansion leases representing 40.3% of total leasing activity. Straight-line basis net rent per square foot increased 31.9% for those office spaces that were under lease within the past year. Same property Net Operating Income ("NOI", defined below) for consolidated properties and our share of unconsolidated properties increased 3.3% for the three months ended September 30, 2026, compared to the three months ended September 30, 2025.

For the nine months ended September 30, 2026, we leased 2.4 million square feet of office space, including 1.1 million of new and expansion leases representing 45.7% of total leasing activity. Straight-line basis net rent per square foot increased 28.9% for those office spaces that were under lease within the past year. Same property net operating income for consolidated properties and our share of unconsolidated properties increased 2.3% for the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025.

On July 17, 2026, we acquired a preferred equity interest in 5th & Walsh, a 199,000 square foot office building under development in Austin. Our funding commitment of $31.5 million is expected to be invested in 2027.

On July 29, 2026, we sold One Eleven Congress, a 519,000 square foot office building in Austin, for a gross sales price of $208.0 million.

On September 29, 2026, we acquired an interest in a 2.3 acre land parcel in Uptown Dallas, through a newly formed joint venture, 2401 McKinney. We are a 97.5% equity partner in the joint venture and contributed $50.0 million at formation for $42.2 million of 2.3 acres of land, including a fee and leasehold interest, and $7.8 million of predevelopment costs.

During the quarter, we sold 917,000 shares under our ATM program, on a forward basis, at an average price of $31.37 per share. This brings our total unsettled common shares sold on a forward basis to 3.9 million at an average price of $30.66 per share.

We repaid our $99.2 million mortgage note, secured by Colorado Tower in Austin, at par on the September 1, 2026 maturity date. Subsequent to quarter end, we repaid the $115.9 million remaining principal on our mortgage note secured by 201 North Tryon.

We believe lifestyle offices in the Sun Belt, and in particular within the seven core Sun Belt markets in which we own properties, will continue to outperform the broader office sector. This is driven by migration into the Sun Belt and the flight to quality, which is reflected in the tenant leasing demand for lifestyle offices over lower quality assets.

We consider “lifestyle offices” to be well-located buildings that are modern structures or have been modernized to compete with newer buildings, are professionally managed and maintained, and offer a number and type of amenities that are in high demand by customers that are focused on the importance of the physical work environment in recruiting and retaining employees. We believe our “lifestyle office” portfolio improves our ability to renew leases and obtain new customers which results in consistently higher occupancy than the remainder of the office buildings in our markets. We do not consider the expression “lifestyle office” a classification of our properties in accordance with any standard listing criteria in the real estate industry. We, therefore, caution investors that our use and definition of “lifestyle office” may be different than the use and definition of similar expressions and traditional classifications that may be used by other companies.

25


 

Results of Operations For The Three and Nine Months Ended September 30, 2026

General

Net income available to common stockholders for the three and nine months ended September 30, 2026, was $17.0 million and $18.3 million, respectively. Net income available to common stockholders for the three and nine months ended September 30, 2025, was $8.6 million and $44.0 million, respectively. During the nine months ended September 30, 2026, we recorded a $36.6 million impairment related to One Eleven Congress, and a gain of $9.2 million upon sale of Research Park V in June 2026. We detail below other material changes in the components of net income and loss available to common stockholders for the three and nine months ended September 30, 2026, compared to the same periods in 2025.

Rental Property Revenue, Rental Property Operating Expenses, and Net Operating Income

The following results include the performance of our Same Property portfolio. Our Same Property portfolio includes office properties that were stabilized and owned by us for the entirety of each comparable reporting period presented and excludes any office properties held for sale. Same Property amounts for the 2026 versus 2025 comparison period are for office properties that were stabilized and owned as of January 1, 2025, through September 30, 2026. We consider many factors in determining whether a property has stabilized, including the property’s occupancy (independently and relative to its submarket) and current leasing pipeline, as well as time since the cessation of major construction activity.

Company management evaluates the performance of its property portfolio, in part, based on NOI. NOI represents rental property revenues, excluding termination fee income, less rental property operating expenses. NOI is not a measure of cash flows or operating results as measured by GAAP, is not indicative of cash available to fund cash needs, and should not be considered an alternative to cash flows as a measure of liquidity. All companies may not calculate NOI in the same manner. We consider NOI to be an appropriate supplemental measure to net income as it helps both management and investors understand the core operations of our operating assets. NOI excludes corporate general and administrative expenses, interest expense, depreciation and amortization, impairments, gains/losses on sales of real estate, and other non-operating items. As a result, we use only those income and expense items that are incurred at the property level to evaluate a property's performance.

The following table reconciles net income to consolidated NOI for each of the periods presented ($ in thousands):

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Net Income

 

$

17,009

 

 

$

8,778

 

 

$

18,573

 

 

$

44,529

 

Fee income

 

 

(1,439

)

 

 

(526

)

 

 

(4,951

)

 

 

(1,516

)

Termination fee income

 

 

(1,045

)

 

 

(512

)

 

 

(5,115

)

 

 

(3,378

)

Other income

 

 

(666

)

 

 

(1,339

)

 

 

(1,969

)

 

 

(10,063

)

General and administrative expenses

 

 

9,854

 

 

 

9,510

 

 

 

33,809

 

 

 

29,957

 

Interest expense

 

 

45,577

 

 

 

41,497

 

 

 

137,742

 

 

 

116,785

 

Depreciation and amortization

 

 

103,258

 

 

 

105,272

 

 

 

316,509

 

 

 

308,276

 

Reimbursed expenses

 

 

139

 

 

 

124

 

 

 

431

 

 

 

420

 

Other expenses

 

 

875

 

 

 

440

 

 

 

1,702

 

 

 

1,305

 

Operating property impairment

 

 

—

 

 

 

—

 

 

 

36,600

 

 

 

—

 

Loss from unconsolidated joint ventures

 

 

2,101

 

 

 

2,682

 

 

 

6,958

 

 

 

6,152

 

Loss (gain) on investment property transaction

 

 

509

 

 

 

—

 

 

 

(8,616

)

 

 

—

 

Net Operating Income

 

$

176,172

 

 

$

165,926

 

 

$

531,673

 

 

$

492,467

 

 

26


 

Consolidated rental property revenues, rental property operating expenses, and NOI changed between the 2026 and 2025 periods as follows ($ in thousands):

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

2026

 

 

2025

 

 

$ Change

 

 

% Change

 

 

2026

 

 

2025

 

 

$ Change

 

 

% Change

 

Rental Property Revenues

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Same Property

 

$

228,210

 

 

$

221,711

 

 

$

6,499

 

 

 

2.9

%

 

$

683,381

 

 

$

660,738

 

 

$

22,643

 

 

 

3.4

%

Non-Same Property

 

 

28,055

 

 

 

24,238

 

 

 

3,817

 

 

 

15.7

%

 

 

95,636

 

 

 

63,087

 

 

 

32,549

 

 

 

51.6

%

 

 

256,265

 

 

 

245,949

 

 

 

10,316

 

 

 

4.2

%

 

 

779,017

 

 

 

723,825

 

 

 

55,192

 

 

 

7.6

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Termination fee income

 

 

1,045

 

 

 

512

 

 

 

533

 

 

 

 

 

 

5,115

 

 

 

3,378

 

 

 

1,737

 

 

 

 

Total Rental Property Revenues

 

$

257,310

 

 

$

246,461

 

 

$

10,849

 

 

 

 

 

$

784,132

 

 

$

727,203

 

 

$

56,929

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rental Property Operating Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Same Property

 

$

72,727

 

 

$

71,335

 

 

$

1,392

 

 

 

2.0

%

 

$

219,739

 

 

$

208,101

 

 

$

11,638

 

 

 

5.6

%

Non-Same Property

 

 

7,366

 

 

 

8,688

 

 

 

(1,322

)

 

 

(15.2

)%

 

 

27,605

 

 

 

23,257

 

 

 

4,348

 

 

 

18.7

%

Total Rental Property Operating Expenses

 

$

80,093

 

 

$

80,023

 

 

$

70

 

 

 

0.1

%

 

$

247,344

 

 

$

231,358

 

 

$

15,986

 

 

 

6.9

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Operating Income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Same Property NOI

 

$

155,483

 

 

$

150,376

 

 

$

5,107

 

 

 

3.4

%

 

$

463,642

 

 

$

452,637

 

 

$

11,005

 

 

 

2.4

%

Non-Same Property NOI

 

 

20,689

 

 

 

15,550

 

 

 

5,139

 

 

 

33.0

%

 

 

68,031

 

 

 

39,830

 

 

 

28,201

 

 

 

70.8

%

Total NOI

 

$

176,172

 

 

$

165,926

 

 

$

10,246

 

 

 

6.2

%

 

$

531,673

 

 

$

492,467

 

 

$

39,206

 

 

 

8.0

%

 

Same Property NOI represents Net Operating Income for those office properties that were stabilized and owned by us for the entirety of the 2026 and 2025 reporting periods presented, excluding any office properties held for sale. Same Property NOI allows analysts, investors, and management to analyze continuing operations and evaluate the growth trend of the Company's portfolio.

Same Property Rental Property Revenues, Operating Expenses, and NOI increased for the nine months ended September 30, 2026, compared to the same period in the prior year primarily due to an increase in occupancy at Promenade Tower, Avalon, 3350 Peachtree, and Corporate Center. Same Property Rental Property Revenues and NOI were partially offset by decreased occupancy at 201 North Tryon, driven by the ongoing redevelopment at this property.

Non-Same Property Rental Property Revenues and NOI increased for the three and nine months ended September 30, 2026, compared to the same periods in the prior year primarily due to the acquisitions of 300 South Tryon in February 2026 as well as the acquisition of The Link in July 2025. These increases for the three and nine months ended September 30, 2026 were partially offset by the sales of Harborview in February 2026, Research Park V in June 2026, and One Eleven Congress in July 2026. Operating Expenses for the quarter ended September 30, 2026, were down due to the disposition of One Eleven Congress in July 2026.

 

 

 

 

 

 

 

 

 

 

 

27


 

The following table details consolidated NOI from properties aggregated by market ($ in thousands):

 

 

Three Months Ended September 30,

 

Market

 

2026

 

 

2025

 

 

$ Change

 

 

% Change

 

Austin

 

$

58,200

 

 

$

60,243

 

 

$

(2,043

)

 

 

(3.4

)%

Atlanta

 

 

54,547

 

 

 

50,937

 

 

 

3,610

 

 

 

7.1

%

Charlotte

 

 

21,350

 

 

 

15,590

 

 

 

5,760

 

 

 

36.9

%

Phoenix

 

 

13,489

 

 

 

12,166

 

 

 

1,323

 

 

 

10.9

%

Tampa

 

 

13,354

 

 

 

13,006

 

 

 

348

 

 

 

2.7

%

Dallas

 

 

8,154

 

 

 

7,082

 

 

 

1,072

 

 

 

15.1

%

Houston

 

 

5,817

 

 

 

5,660

 

 

 

157

 

 

 

2.8

%

Office NOI

 

 

174,911

 

 

 

164,684

 

 

 

10,227

 

 

 

6.2

%

Other Non-Office (1)

 

 

1,261

 

 

 

1,242

 

 

 

19

 

 

 

 

Total NOI

 

$

176,172

 

 

$

165,926

 

 

$

10,246

 

 

 

 

 

 

 

 

Nine Months Ended September 30,

 

Market

 

2026

 

 

2025

 

 

$ Change

 

 

% Change

 

Austin

 

$

182,071

 

 

$

180,793

 

 

$

1,278

 

 

 

0.7

%

Atlanta

 

 

162,331

 

 

 

151,898

 

 

 

10,433

 

 

 

6.9

%

Charlotte

 

 

62,254

 

 

 

49,354

 

 

 

12,900

 

 

 

26.1

%

Phoenix

 

 

40,446

 

 

 

36,168

 

 

 

4,278

 

 

 

11.8

%

Tampa

 

 

39,266

 

 

 

39,391

 

 

 

(125

)

 

 

(0.3

)%

Dallas

 

 

25,149

 

 

 

14,341

 

 

 

10,808

 

 

 

75.4

%

Houston

 

 

16,585

 

 

 

16,879

 

 

 

(294

)

 

 

(1.7

)%

Office NOI

 

 

528,102

 

 

 

488,824

 

 

 

39,278

 

 

 

8.0

%

Other Non-Office (1)

 

 

3,571

 

 

 

3,643

 

 

 

(72

)

 

 

 

Total NOI

 

$

531,673

 

 

$

492,467

 

 

$

39,206

 

 

 

 

 

(1)
Includes operations at land sites held for future development as well as a parking garage in Charlotte.

From an overall portfolio perspective, in-place gross rent per square foot as of September 30, 2026, increased 1.2% compared to September 30, 2025, contributing to a portfolio wide increase in NOI. NOI from the Dallas market increased $1.1 million and $10.8 million, or 15.1% and 75.4%, for the three and nine months ended September 30, 2026, compared to the same periods in the prior year, respectively, primarily due to the acquisition of The Link in July 2025. NOI from the Charlotte market increased $5.8 million and $12.9 million, or 36.9% and 26.1%, for the three and nine months ended September 30, 2026, compared to the same periods in the prior year, respectively, primarily due to the acquisition of 300 South Tryon in February 2026. NOI from the Phoenix market increased $1.3 million and $4.3 million, or 10.9% and 11.8%, for the three and nine months ended September 30, 2026 compared to the same periods in the prior year, respectively, primarily due to increased occupancy related to the completion of Hayden Ferry I's redevelopment in the fourth quarter of 2025. NOI from the Atlanta market increased $3.6 million and $10.4 million, or 7.1% and 6.9%, for the three and nine months ended September 30, 2026, compared to the same periods in the prior year, respectively, primarily due to increased occupancy at Avalon and 3350 Peachtree and the end of several variable rent abatement periods at Promenade Tower.

 

28


 

Fee Income

Fee income increased $913,000 and $3.4 million for the three and nine months ended September 30, 2026, compared to the same periods in the prior year, primarily by providing leasing services to our Proscenium joint venture.

Other Income

Other income decreased $673,000 and $8.1 million for the three and nine months ended September 30, 2026, compared to the same periods in the prior year, primarily due to the sale of our Silicon Valley Bank bankruptcy claim in the first quarter of 2025, for $4.6 million, and a reduction in interest income from the two mezzanine loans and the Saint Ann Court Mortgage Loan earned in the first quarter of 2025. These reductions were partially offset by interest income from the joint venture partner loan, which was issued in September 2025. These transactions are described in further detail in note 3 and note 12 to the consolidated financial statements in this Form 10-Q.

General and Administrative Expenses

General and administrative expenses increased $3.9 million, or 12.9%, for the nine months ended September 30, 2026, compared to the same period in the prior year, primarily due to increases in compensation related expenses which includes leasing commissions incurred providing leasing services to our Proscenium joint venture for which we receive leasing fee income noted above.

Interest Expense

Interest expense, net of amounts capitalized, increased $4.1 million and $21.0 million, or 9.8% and 17.9%, for the three and nine months ended September 30, 2026, compared to the same periods in the prior year, respectively, primarily due to the issuance of the $500 million unsecured senior notes in February 2026, and a higher average balance outstanding on the credit facility. Increased interest expense was partially offset by the repayment of $150 million of the 2021 Term Loan in February 2026.

Depreciation and Amortization

Depreciation and amortization changed between the 2026 and 2025 periods as follows ($ in thousands):

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

2026

 

 

2025

 

 

$ Change

 

 

% Change

 

 

2026

 

 

2025

 

 

$ Change

 

 

% Change

 

Depreciation and
   Amortization

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Same Property

 

$

91,981

 

 

$

91,000

 

 

$

981

 

 

 

1.1

%

 

$

274,022

 

 

$

269,354

 

 

$

4,668

 

 

 

1.7

%

Non-Same Property

 

 

11,130

 

 

 

14,151

 

 

 

(3,021

)

 

 

(21.3

)%

 

 

42,055

 

 

 

38,563

 

 

 

3,492

 

 

 

9.1

%

Non-Real Estate Assets

 

 

147

 

 

 

121

 

 

 

26

 

 

 

21.5

%

 

 

432

 

 

 

359

 

 

 

73

 

 

 

20.3

%

Total Depreciation and
   Amortization

 

$

103,258

 

 

$

105,272

 

 

$

(2,014

)

 

 

(1.9

)%

 

$

316,509

 

 

$

308,276

 

 

$

8,233

 

 

 

2.7

%

 

Non-Same Property depreciation and amortization increased for the nine months ended September 30, 2026, compared to the same period in the prior year, primarily due to the acquisition of 300 South Tryon in February 2026, the acquisition of The Link in July 2025, and the completion of development at Domain 9 in March 2025. These increases were partially offset by the sale of Harborview Plaza in February 2026 and the classification of One Eleven Congress as held for sale in May 2026, which was subsequently sold in July 2026.

29


 

Income and Net Operating Income from Unconsolidated Joint Ventures

Income from unconsolidated joint ventures consisted of the Company's share of the following ($ in thousands):

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

2026

 

 

2025

 

 

$ Change

 

 

% Change

 

 

2026

 

 

2025

 

 

$ Change

 

 

% Change

 

Loss from unconsolidated joint
   ventures

 

$

(2,101

)

 

$

(2,682

)

 

$

581

 

 

 

21.7

%

 

$

(6,958

)

 

$

(6,152

)

 

$

(806

)

 

 

(13.1

)%

Depreciation and amortization
   expense

 

 

3,183

 

 

 

3,034

 

 

 

149

 

 

 

4.9

%

 

 

9,293

 

 

 

7,735

 

 

 

1,558

 

 

 

20.1

%

Interest expense

 

 

2,797

 

 

 

2,830

 

 

 

(33

)

 

 

(1.2

)%

 

 

8,165

 

 

 

7,058

 

 

 

1,107

 

 

 

15.7

%

Other expense

 

 

158

 

 

 

99

 

 

 

59

 

 

 

59.6

%

 

 

518

 

 

 

82

 

 

 

436

 

 

 

531.7

%

Other income

 

 

(37

)

 

 

(25

)

 

 

(12

)

 

 

(48.0

)%

 

 

(112

)

 

 

(79

)

 

 

(33

)

 

 

41.8

%

Net operating income from
   unconsolidated joint
   ventures

 

$

4,000

 

 

$

3,256

 

 

$

744

 

 

 

22.9

%

 

$

10,906

 

 

$

8,644

 

 

$

2,262

 

 

 

26.2

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net operating income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Same Property

 

 

1,468

 

 

 

1,591

 

 

 

(123

)

 

 

(7.7

)%

 

 

4,173

 

 

 

4,750

 

 

 

(577

)

 

 

(12.1

)%

Non-Same Property

 

 

2,532

 

 

 

1,665

 

 

 

867

 

 

 

52.1

%

 

 

6,733

 

 

 

3,894

 

 

 

2,839

 

 

 

72.9

%

Net operating income from
   unconsolidated joint
   ventures

 

$

4,000

 

 

$

3,256

 

 

$

744

 

 

 

22.9

%

 

$

10,906

 

 

$

8,644

 

 

$

2,262

 

 

 

26.2

%

 

The change in loss from unconsolidated joint ventures was driven by increases in unconsolidated depreciation and amortization expense as well as unconsolidated interest expense. Unconsolidated depreciation and amortization expense and interest expense increased for the three and nine months ended September 30, 2026, compared to the same period in the prior year, primarily due to assets being placed in service as the development of Phase I of the Neuhoff joint venture was completed and initial operations commenced.

Non-Same Property NOI from unconsolidated joint ventures increased for the three and nine months ended September 30, 2026, compared to the same periods in the prior year, primarily due to operations at the Neuhoff joint venture, as the property continues to increase occupancy.

Funds From Operations

The following tables show Funds from Operations (“FFO”) and the related reconciliation from net income available to common stockholders. We calculate FFO as defined by the National Association of Real Estate Investment Trusts ("Nareit"), which is net income available to common stockholders (computed in accordance with GAAP), excluding depreciation and amortization related to real estate, gains and losses from sales of depreciable property, gains and losses from changes in control, impairment of depreciable real estate and after adjustments for unconsolidated partnerships and joint ventures to reflect FFO on the same basis.

FFO is used by industry analysts and investors as a supplemental measure of a REIT’s operating performance. Historical cost accounting for real estate assets implicitly assumes that the value of real estate assets diminishes predictably over time. Since real estate values instead have historically risen or fallen with market conditions, many industry investors and analysts have considered presentation of operating results for real estate companies that use historical cost accounting to be insufficient by themselves. Thus, Nareit created FFO as a supplemental measure of REIT operating performance that excludes historical cost depreciation, among other items, from GAAP net income. The use of FFO, combined with the required primary GAAP presentations, has been fundamentally beneficial, improving the understanding of operating results of REITs among the investing public and making comparisons of REIT operating results more meaningful. Company management evaluates operating performance, in part, based on FFO. Additionally, we use FFO, along with other measures, to assess performance in connection with evaluating and granting incentive compensation to our officers and other key employees.

30


 

The reconciliation of net income to FFO is as follows for the three and nine months ended September 30, 2026, and 2025 (in thousands, except per share amounts):

 

 

Three Months Ended September 30,

 

 

2026

 

 

2025

 

 

Dollars

 

 

Weighted
Average
Common
Shares

 

 

Per Share
Amount

 

 

Dollars

 

 

Weighted
Average
Common
Shares

 

 

Per Share
Amount

 

Net Income Available to Common Stockholders

 

$

17,000

 

 

 

164,601

 

 

 

0.10

 

 

$

8,590

 

 

 

167,967

 

 

$

0.05

 

Noncontrolling interest related to unitholders

 

 

3

 

 

 

25

 

 

 

—

 

 

 

1

 

 

 

25

 

 

 

—

 

Potentially dilutive common shares - ESPP

 

 

—

 

 

 

5

 

 

 

—

 

 

 

0

 

 

 

0

 

 

 

—

 

Conversion of unvested restricted stock units

 

 

—

 

 

 

1,157

 

 

 

—

 

 

 

—

 

 

 

746

 

 

 

—

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income — Diluted

 

 

17,003

 

 

 

165,788

 

 

 

0.10

 

 

 

8,591

 

 

 

168,738

 

 

 

0.05

 

Depreciation and amortization of real estate
   assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated properties

 

 

103,111

 

 

 

—

 

 

 

0.63

 

 

 

105,152

 

 

 

—

 

 

 

0.62

 

Share of unconsolidated joint ventures

 

 

3,183

 

 

 

—

 

 

 

0.02

 

 

 

3,034

 

 

 

—

 

 

 

0.02

 

Partners' share of real estate depreciation

 

 

(32

)

 

 

—

 

 

 

—

 

 

 

(241

)

 

 

—

 

 

 

—

 

Loss on sale of depreciated properties:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated properties

 

 

509

 

 

 

—

 

 

 

0.00

 

 

 

—

 

 

 

—

 

 

 

—

 

Funds From Operations

 

$

123,774

 

 

 

165,788

 

 

$

0.75

 

 

$

116,536

 

 

 

168,738

 

 

$

0.69

 

 

 

Nine Months Ended September 30,

 

 

2026

 

 

2025

 

 

Dollars

 

 

Weighted
Average
Common
Shares

 

 

Per Share
Amount

 

 

Dollars

 

 

Weighted
Average
Common
Shares

 

 

Per Share
Amount

 

Net Income Available to Common Stockholders

 

$

18,302

 

 

 

165,324

 

 

$

0.11

 

 

$

43,970

 

 

 

167,902

 

 

$

0.26

 

Noncontrolling interest related to unitholders

 

 

3

 

 

 

25

 

 

 

—

 

 

 

7

 

 

 

25

 

 

 

—

 

Potentially dilutive common shares - ESPP

 

 

—

 

 

 

2

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Conversion of unvested restricted stock units

 

 

—

 

 

 

903

 

 

 

—

 

 

 

—

 

 

 

771

 

 

 

—

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income — Diluted

 

 

18,305

 

 

 

166,254

 

 

 

0.11

 

 

 

43,977

 

 

 

168,698

 

 

 

0.26

 

Depreciation and amortization of real estate
   assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated properties

 

 

316,077

 

 

 

—

 

 

 

1.89

 

 

 

307,917

 

 

 

—

 

 

 

1.83

 

Share of unconsolidated joint ventures

 

 

9,293

 

 

 

—

 

 

 

0.06

 

 

 

7,735

 

 

 

—

 

 

 

0.04

 

Partners' share of real estate depreciation

 

 

(373

)

 

 

—

 

 

 

—

 

 

 

(765

)

 

 

—

 

 

 

—

 

Gain on sale of depreciated properties:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated properties

 

 

(8,616

)

 

 

—

 

 

 

(0.05

)

 

 

—

 

 

 

—

 

 

 

—

 

Impairment

 

 

36,600

 

 

 

—

 

 

 

0.22

 

 

 

—

 

 

 

—

 

 

 

—

 

Funds From Operations

 

$

371,286

 

 

 

166,254

 

 

$

2.23

 

 

$

358,864

 

 

 

168,698

 

 

$

2.13

 

 

31


 

Liquidity and Capital Resources

Our primary short-term and long-term liquidity needs include the following:

•
property operating expenses;
•
property, land, and other real estate related acquisitions;
•
expenditures on development and redevelopment projects;
•
building improvements, tenant improvements, and leasing costs;
•
principal and interest payments on indebtedness;
•
general and administrative costs; and
•
common stock dividends and distributions to outside unitholders of CPLP.

We may satisfy these needs with one or more of the following:

•
cash and cash equivalents on hand;
•
net cash from operations;
•
proceeds from the sale of assets;
•
borrowings under our Credit Facility;
•
proceeds from mortgage notes payable;
•
proceeds from construction loans;
•
proceeds from unsecured loans;
•
proceeds from offerings of debt and equity securities; and
•
joint venture formations.

Our material capital expenditure commitments as of September 30, 2026, included $187.5 million of unfunded tenant improvements and construction costs. As of September 30, 2026, we had $114.8 million drawn under our credit facility with the ability to borrow $1.1 billion, as well as $5.2 million of cash and cash equivalents. We expect to have sufficient liquidity to meet our obligations for the foreseeable future.

Other Debt Information

In addition to our $1.2 billion unsecured Credit Facility, under which $114.8 million is outstanding as of September 30, 2026, we also have unsecured debt from four outstanding public unsecured senior notes totaling $1.9 billion, two term loans totaling $500 million, and four tranches of privately placed unsecured senior notes totaling $750 million. Our existing consolidated mortgage debt is comprised of non-recourse, fixed-rate mortgage notes secured by various real estate assets. We expect to either refinance our non-recourse mortgage loans at maturity or repay the mortgage loans with other capital resources, including our credit facility, unsecured debt, non-recourse mortgages, construction loans, the sale of assets, joint venture equity, the issuance of common stock, the issuance of preferred stock, or the issuance of units of CPLP. Many of our non-recourse mortgages contain covenants that, if not satisfied, could result in acceleration of the maturity of the debt. As of September 30, 2026, 83% of our consolidated debt bears interest at a fixed rate. The 17% of consolidated debt that bears interest at a floating rate is based on SOFR.

On April 1, 2026, we recast our Credit Facility to provide borrowing capacity up to $1.2 billion subject to conditions. This new facility replaced the Company's existing facility, extended the scheduled maturity from April 2027 to April 2031, and increased the borrowing capacity from $1.0 billion to $1.2 billion. Additionally, we amended our 2021 Term Loan and 2022 Term Loan, adding two six-month extension options to each. Since December 31, 2025, our all-in borrowing spread improved by 15 basis points on both the revolving credit facility and the 2022 Term Loan, and 30 basis points on the 2021 Term Loan. As of September 30, 2026, the borrowing spread on our Credit Facility was 72.5 basis points over SOFR, and the borrowing spread on each term loan was 80 basis points over SOFR. Financial covenants within the new facilities remained generally unchanged.

We are in compliance with all covenants of our existing unsecured and secured debt.

Future Capital Requirements

To meet capital requirements for future investment activities, we intend to actively manage our portfolio of properties and strategically sell assets to exit our non-core holdings and reposition our portfolio of income-producing assets. We also expect to continue to utilize cash retained from operations, as well as third-party sources of capital such as indebtedness, to fund future commitments and to utilize construction financing facilities for some development assets, if available and under appropriate terms. We may also generate capital through the issuance of securities that include common or preferred stock, warrants, debt securities, or the issuance of CPLP limited partnership units. The Company and CPLP have filed a registration statement on Form S-3 with the SEC registering, among other securities, debt securities of CPLP, which are fully and unconditionally guaranteed by the Company. Separate consolidated financial statements of CPLP have not been presented in accordance with the amendments to Rule 3-10 of Regulation S-X. Furthermore, as permitted under Rule 13-01(a)(4)(vi), the Company has excluded the summarized financial information for CPLP as the assets, liabilities, and results of operations of the Company and CPLP are not materially

32


 

different than the corresponding amounts presented in the consolidated financial statements of the Company, and management believes such summarized financial information would be repetitive and not provide incremental value to investors.

Our business model also includes raising or recycling capital, which can assist in meeting obligations and funding development and acquisition activity. If one or more sources of capital are not available when required, we may be forced to reduce the number of projects we acquire or develop and/or raise capital on potentially unfavorable terms, or we may be unable to raise capital, which could have an adverse effect on our financial position or results of operations.

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 cash flows ($ in thousands):

 

 

Nine Months Ended September 30,

 

 

2026

 

 

2025

 

 

Change

 

Net cash provided by operating activities

 

$

308,294

 

 

$

287,803

 

 

$

20,491

 

Net cash used in investing activities

 

 

(265,769

)

 

 

(335,512

)

 

 

69,743

 

Net cash provided by (used in) financing activities

 

 

(43,032

)

 

 

45,035

 

 

 

(88,067

)

 

The reasons for significant increases and decreases in cash flows between the periods are as follows:

Cash Flows from Operating Activities. Cash flows provided by operating activities increased by $20.5 million during the 2026 nine month period compared to the same period in 2025, primarily due to the acquisitions of The Link and 300 South Tryon. In addition to these acquisitions there was an increase in cash inflows from a combination of increased occupancy and expiration of rent abatement periods, primarily at Promenade Tower, Hayden Ferry, Domain 9, and 300 Colorado. These inflows were partially offset by increased interest payments from the senior note issuances in June 2025 and February 2026.

Cash Flows from Investing Activities. Cash flows used in investing activities decreased by $69.7 million for the 2026 nine month period compared to the same period in 2025 primarily due to receipt of proceeds from sales of operating properties in 2026 partially offset by increased payments related to acquisitions in 2026 when compared to 2025. In 2026, we received proceeds from the sale of Harborview, Research Park V, and One Eleven Congress and had no dispositions in 2025. In July 2025, we acquired the Link for $218.0 million and, in February and September 2026, we acquired 300 South Tryon and land at 2401 McKinney, respectively, for $317.5 million and $50.0 million.

Cash Flows from Financing Activities. Cash flows used in financing activities for the 2026 nine month period were $43.0 million, compared to cash flows provided by financing activities of $45.0 million for the same period in 2025. During the nine month period in 2026, we received proceeds from the issuance of $500.0 million of 4.875% public senior notes in February 2026. These proceeds were partially offset by a $150 million partial repayment of the 2021 Term Loan, repayment at par of our $99.2 million Colorado Tower mortgage in September 2026, and a $90 million repurchase of outstanding common shares under the 2026 share repurchase program. During the nine month period in 2025, we received proceeds from the issuance of $500.0 million of 5.250% public senior notes in June 2025, partially offset by repayment of $250 million of privately placed senior notes and an increase in net repayments on our credit facility.

33


 

Capital Expenditures. We incur capital expenditures for the development of new properties, the redevelopment of existing or newly purchased properties, building improvements, direct leasing costs for new or replacement tenants, and capitalized interest and salaries. Components of expenditures included in this line item for the nine months ended September 30, 2026, and 2025 are as follows ($ in thousands):

 

 

Nine Months Ended September 30,

 

 

2026

 

 

2025

 

Projects under development (1)

 

$

—

 

 

$

2,259

 

Operating properties—redevelopment

 

 

42,018

 

 

 

27,633

 

Operating properties—building improvements

 

 

29,453

 

 

 

28,388

 

Operating properties—leasing costs

 

 

115,345

 

 

 

111,343

 

Capitalized interest and other

 

 

11,903

 

 

 

10,837

 

Total capital expenditures

 

$

198,719

 

 

$

180,460

 

(1) Includes initial leasing costs.

 

 

 

 

 

 

 

Capital expenditures increased $18.3 million between the 2026 and 2025 nine month periods, primarily due to partial redevelopment activity at 201 North Tryon, 550 South, and Hayden Ferry.

The above leasing costs include leasing commissions and tenant improvements, which are both capitalized as a component of our real estate assets as they are incurred. Commitments toward those costs are calculated on square foot basis and are included in our leasing activity as leases are executed.

34


 

Leasing activity details, including the components of net effective rent per square foot, for our office portfolio on leases executed during the nine months ended September 30, 2026 and 2025 are as follows:

 

 

 

Nine Months Ended September 30, 2026

 

 

 

New

 

 

Renewal

 

 

Expansion

 

 

Total

 

Net leased square feet (1)

 

 

869,611

 

 

 

1,304,405

 

 

 

228,370

 

 

 

2,402,386

 

Number of transactions

 

 

64

 

 

 

59

 

 

 

28

 

 

 

151

 

Lease term in years (2)

 

 

8.5

 

 

 

6.6

 

 

 

9.2

 

 

 

7.5

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net effective rent calculation (per square foot per year) (2)

 

 

 

 

 

 

 

 

 

 

 

 

Net annualized rent (3)

 

$

42.76

 

 

$

41.69

 

 

$

49.59

 

 

$

42.83

 

Net free rent

 

 

(3.05

)

 

 

(1.33

)

 

 

(3.00

)

 

 

(2.11

)

Leasing commissions

 

 

(3.55

)

 

 

(2.74

)

 

 

(3.83

)

 

 

(3.13

)

Tenant improvements

 

 

(10.36

)

 

 

(4.60

)

 

 

(9.48

)

 

 

(7.16

)

Total leasing costs

 

 

(16.96

)

 

 

(8.67

)

 

 

(16.31

)

 

 

(12.40

)

Net effective rent

 

$

25.80

 

 

$

33.02

 

 

$

33.28

 

 

$

30.43

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Second generation leased square footage (4)

 

 

 

1,748,363

 

Increase in straight-line basis second generation net rent per square foot (5)

 

 

 

28.9

%

Increase in cash-basis second generation net rent per square foot (6)

 

 

 

14.2

%

 

 

 

Nine Months Ended September 30, 2025

 

 

 

New

 

 

Renewal

 

 

Expansion

 

 

Total

 

Net leased square feet (1)

 

 

489,932

 

 

 

743,103

 

 

 

191,794

 

 

 

1,424,829

 

Number of transactions

 

 

60

 

 

 

50

 

 

 

18

 

 

 

128

 

Lease term in years (2)

 

 

7.7

 

 

 

7.9

 

 

 

8.3

 

 

 

7.9

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net effective rent calculation (per square foot per year) (2)

 

 

 

 

 

 

 

 

 

 

 

 

Net annualized rent (3)

 

$

40.46

 

 

$

36.39

 

 

$

40.48

 

 

$

38.34

 

Net free rent

 

 

(2.22

)

 

 

(1.84

)

 

 

(1.45

)

 

 

(1.92

)

Leasing commissions

 

 

(3.34

)

 

 

(2.55

)

 

 

(2.79

)

 

 

(2.85

)

Tenant improvements

 

 

(8.56

)

 

 

(4.96

)

 

 

(6.88

)

 

 

(6.46

)

Total leasing costs

 

 

(14.12

)

 

 

(9.35

)

 

 

(11.12

)

 

 

(11.23

)

Net effective rent

 

$

26.34

 

 

$

27.04

 

 

$

29.36

 

 

$

27.11

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Second generation leased square footage (4)

 

 

 

1,115,440

 

Increase in straight-line basis second generation net rent per square foot (5)

 

 

 

22.1

%

Increase in cash-basis second generation net rent per square foot (6)

 

 

 

4.9

%

 

(1)
Comprised of total square feet leased, unadjusted for ownership share. Excludes leases approximately one year or less, along with apartment, retail, amenity, storage, and intercompany space leases.
(2)
Weighted average of net leased square feet.
(3)
Straight-line net rent per square foot (operating expense reimbursements deducted from gross leases) over the lease term, prior to any deductions for leasing costs. Excludes percent rent leases.
(4)
Excludes leases executed for spaces that were vacant upon acquisition, new leases in development properties, percent rent leases, and leases for spaces that have been vacant for one year or more.
(5)
Increase in second generation straight-line basis net annualized rent on a weighted average basis.
(6)
Increase in second generation net cash rent at the end of the term paid by the prior tenant compared to net cash rent at the beginning of the term (after any free rent period) paid by the current tenant on a weighted average basis. For early renewals, the final net cash rent paid under the original lease is compared to the first net cash rent paid under the terms of the renewal. Net cash rent is net of any recovery of operating expenses but prior to any deductions for leasing costs.

35


 

Dividends. We paid common dividends of $160.6 million and $162.1 million in the nine months ended September 30, 2026, and 2025, respectively. We expect to fund our future quarterly common dividends with cash provided by operating activities, also using proceeds from investment property sales, distributions from unconsolidated joint ventures, indebtedness, and proceeds from offerings of equity and other securities, if necessary.

On a quarterly basis, we review the amount of the common dividend in light of current and projected future cash flows from the sources noted above and also consider the requirements needed to maintain our REIT status. In addition, we have certain covenants under credit agreements that could limit the amount of common dividends paid. In general, common dividends of any amount can be paid as long as leverage, as defined in our credit agreements, is less than 60% and we are not in default. Certain conditions also apply in which we can still pay common dividends if leverage is above that amount. We routinely monitor the status of our common dividend payments in light of the covenants of our credit agreements.

Off Balance Sheet Arrangements

General. We have a number of off balance sheet joint ventures with varying structures, as described in note 6 of the notes to consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2025, and in note 4 of the notes to condensed consolidated financial statements included in this filing. The joint ventures in which we have an interest are involved in the ownership, acquisition, and/or development of real estate. A venture will fund capital requirements or operational needs with cash from operations or financing proceeds, if possible. If additional capital is deemed necessary, a venture may request a contribution from the partners, and we will evaluate such request.

Debt. At September 30, 2026, our unconsolidated joint ventures had aggregate outstanding indebtedness to third parties of $425.0 million. These loans are generally mortgage or construction loans, which are non-recourse to us. In certain instances, we provide “non-recourse carve-out guarantees” on these non-recourse loans. We, along with our Neuhoff Holdings LLC joint venture partner, guarantee our 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. In addition, along with our TL CO Proscenium JV, LLC joint venture partner, we guarantee our respective portions of the borrower's obligations to pay certain required equity contributions for project carrying costs and leasing and tenant improvement costs. Our portion of the borrower's obligations is $7.8 million. Certain of these loans have variable interest rates, which creates exposure to the ventures in the form of market risk from interest rate changes.

Critical Accounting Policies

There have been no material changes in the critical accounting policies from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

There have been no material changes in the market risk associated with our notes payable at September 30, 2026, compared to that as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025.

Item 4. Controls and Procedures.

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Management necessarily applies judgment in assessing the costs and benefits of such controls and procedures, which, by their nature, can provide only reasonable assurance regarding our control objectives.

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of management, including the Chief Executive Officer along with the Chief Financial Officer, of the effectiveness, design, and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)). Based upon the foregoing, the Chief Executive Officer along with the Chief Financial Officer concluded that our disclosure controls and procedures were effective. In addition, based on such evaluation, we have identified no changes in our internal control over financial reporting that occurred during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

36


 

PART II. OTHER INFORMATION

Information regarding legal proceedings is described under the subheading "Litigation" in note 10 of the notes to condensed consolidated financial statements.

Item 1A. Risk Factors.

Risk factors that affect our business and financial results are discussed in Part I, "Item 1A. Risk Factors," of our Annual Report on Form 10-K for the year ended December 31, 2025. There have been no material changes in our risk factors from those previously disclosed in our Annual Report. You should carefully consider the risks described in our Annual Report, which could materially affect our business, financial condition, or future results. The risks described in our Annual Report are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem immaterial also may materially adversely affect our business, financial condition, and/or operating results. If any of the risks actually occur, our business, financial condition, and/or results of operations could be negatively affected.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

We made no purchases of common stock and did not sell any unregistered securities during the third quarter of 2026.

 

37


 

Item 6. Exhibits.

 

2.1

 

Agreement and Plan of Merger, dated March 25, 2019, by and among the Registrant, Murphy Subsidiary Holdings Corporation, and TIER REIT, Inc., filed as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed on March 25, 2019, and incorporated herein by reference.

 

 

 

3.1

 

Restated and Amended Articles of Incorporation of the Registrant, as amended August 9, 1999, filed as Exhibit 3.1 to the Registrant’s Form 10-Q for the quarter ended June 30, 2002, and incorporated herein by reference.

 

 

 

3.1.1

 

Articles of Amendment to Restated and Amended Articles of Incorporation of the Registrant, as amended July 22, 2003, filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on July 23, 2003, and incorporated herein by reference.

 

 

 

3.1.2

 

Articles of Amendment to Restated and Amended Articles of Incorporation of the Registrant, as amended December 15, 2004, filed as Exhibit 3(a)(i) to the Registrant’s Form 10-K for the year ended December 31, 2004, and incorporated herein by reference.

 

 

 

3.1.3

 

Articles of Amendment to Restated and Amended Articles of Incorporation of the Registrant, as amended May 4, 2010, filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed May 10, 2010, and incorporated herein by reference.

 

 

 

3.1.4

 

Articles of Amendment to Restated and Amended Articles of Incorporation of the Registrant, as amended May 9, 2014, filed as Exhibit 3.1.4 to the Registrant's Form 10-Q for the quarter ended June 30, 2014, and incorporated herein by reference.

 

 

 

3.1.5

 

Articles of Amendment to Restated and Amended Articles of Incorporation of Cousins, as amended October 6, 2016, incorporated by reference from Exhibit 3.1 and Exhibit 3.1.1 to the Registrant's Current Form 8-K filed on October 7, 2016.

 

 

 

3.1.6

 

Articles of Amendment to Restated and Amended Articles of Incorporation of the Registrant, filed as Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed on June 14, 2019, and incorporated herein by reference.

 

 

 

3.1.7

 

Articles of Amendment to Restated and Amended Articles of Incorporation of the Registrant, filed as Exhibit 3.2 to the Registrant's Current Report on Form 8-K filed on June 14, 2019, and incorporated herein by reference.

 

 

 

3.2

 

Bylaws of the Registrant, as amended and restated July 25, 2023, filed as Exhibit 3.2.2 to the Registrant's Form 10-Q for the quarter ended June 30, 2023, and incorporated herein by reference.

 

 

 

22

 

 

Subsidiary Issuer of Guaranteed Securities, filed as Exhibit 22.1 to the Registrant's form 10-Q filed on April 29, 2026.

 

 

 

 

31.1

 †

Certification of the Chief Executive Officer Pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

31.2

 

 †

 

Certification of the Chief Financial Officer Pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

 

32.1

 

†

 

 

Certification of the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

 

 

32.2

†

 

Certification of the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

 

 

101

 

 †

 

The following financial information for the Registrant, formatted in inline XBRL (Extensible Business Reporting Language): (i) the consolidated balance sheets, (ii) the consolidated statements of operations, (iii) the consolidated statements of equity, (iv) the consolidated statements of cash flows, and (v) the notes to condensed consolidated financial statements.

 

 

 

 

104

 

†

 

Cover page interactive data file (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibit 101).

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

† Filed herewith.

38


 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

COUSINS PROPERTIES INCORPORATED

 

 

/s/ Gregg D. Adzema

 

Gregg D. Adzema

 

Executive Vice President and Chief Financial Officer

(Duly Authorized Officer and Principal Financial Officer)

 

Date: October 29, 2026

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