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What changed in COUSINS PROPERTIES INC's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of COUSINS PROPERTIES INC's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+288 added−279 removedSource: 10-K (2026-02-05) vs 10-K (2025-02-06)

Top changes in COUSINS PROPERTIES INC's 2025 10-K

288 paragraphs added · 279 removed · 212 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changePortfolio Activity • Leased or renewed 2.0 million square feet of office space, including 1.4 million square feet of new and expansion space. • Increased second generation net rent per square foot by 8.5% on a cash-basis. • Increased same property net operating income by 4.8% on a cash-basis.
Biggest changePortfolio Activity • Executed 2.1 million square feet of office leases, including 1.2 million square feet of new and expansion leasing, representing 55% of total leasing activity. • Increased second generation net rent per square foot by 3.5% on a cash-basis. • Increased same property net operating income by 0.9% on a cash-basis. • As of December 31, 2025, the leased percentage of our stabilized office portfolio was 90.7%. • For the three months ended December 31, 2025, the weighted average economic occupancy of our stabilized office portfolio was 88.3%.
Company Strategy Our strategy is to create value for our stockholders through ownership of the premier office portfolio in the Sun Belt markets of the United States, with a particular focus on Atlanta, Austin, Tampa, Charlotte, Phoenix, Dallas, and Nashville.
Company Strategy Our strategy is to create value for our stockholders through ownership of the premier office portfolio in the Sun Belt markets of the United States, with a particular focus on Austin, Atlanta, Charlotte, Tampa, Phoenix, Dallas, and Nashville.
We also compete against other real estate companies, financial institutions, pension funds, partnerships, individual investors, and others when attempting to acquire, develop, sell properties, or acquire all or a portion of real estate debt.
We also compete against other real estate companies, financial institutions, pension funds, partnerships, individual investors, and others when attempting to acquire, develop, or sell properties, or acquire all or a portion of real estate debt.
Cousins, CPLP, CTRS, and their subsidiaries 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 Atlanta, Austin, Tampa, Charlotte, Phoenix, Dallas, and Nashville.
Cousins, CPLP, CTRS, and their subsidiaries 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 lifestyle office properties in Austin, Atlanta, Charlotte, Tampa, Phoenix, Dallas, and Nashville.
Such laws often impose liability without regard to whether the owner knew of, or was responsible for, the 3 Table of Contents presence of such hazardous or toxic substances.
Such laws often impose liability without regard to whether the owner knew of, or was responsible for, the presence of such hazardous or toxic substances.
In addition, the SEC maintains a website that contains reports, proxy and information statements, and other information regarding issuers, including us, that file electronically with the SEC at www.sec.gov .
In addition, the SEC maintains a website that contains reports, proxy and information statements, and other information regarding issuers, including us, that file electronically with the SEC at www.sec.gov . 3 Table of Contents
Our corporate governance is guided by our commitment to conduct our business in accordance with the highest ethical principles, the oversight and direction of an experienced and diverse board of directors, and an integrated approach to risk management.
Our strategy is developed, and our operations occur, within a strong corporate governance framework, which is guided by our commitment to conduct our business in accordance with the highest ethical principles, under the oversight and direction of an experienced board of directors, with an integrated approach to risk management.
This oversight is complementary to that of three other key committees - the Compensation & Human Capital Committee (oversight of human capital matters, including executive and director compensation), the Nominating & Governance Committee (oversight of our adherence to corporate governance best practices), and the Audit Committee (oversight of the integrity of our financial statements, accounting and financial reporting processes, our system of internal controls, and our risk management, including cyber risk and insurance risks). 2 Table of Contents We publish reports reflecting our corporate social responsibility practices (including sustainability), which are available on the Sustainability page of our website at www.cousins.com .
This oversight is complementary to that of three other key committees - the Compensation & Human Capital Committee (oversight of human capital matters, including executive and director compensation), the Nominating & Governance Committee (oversight of our adherence to corporate governance best practices), and the Audit Committee (oversight of the integrity of our financial statements, accounting and financial reporting processes, our system of internal controls, and our risk management, including cyber risk and insurance risks).
Over the long-term, we believe properties that reflect these priorities will remain attractive to office users and investors and, as a result, we anticipate that this philosophy will continue to create value for our stockholders.
Over the long-term, we believe properties that are operated to reflect these priorities will remain attractive to office users and investors, and, as a result, we anticipate that this philosophy will continue to create value for our stockholders. Additionally, we invest in the professional development and wellness of our employees and seek ways to support and serve our communities.
Human Capital Our executive offices are located at 3344 Peachtree Road NE, Suite 1800, Atlanta, Georgia 30326-4802, and we maintain regional offices in each of our additional key operating markets of Austin, Charlotte, Phoenix, Tampa, and Dallas.
Human Capital Our executive offices are located at 3344 Peachtree Road NE, Suite 1800, Atlanta, Georgia 30326-4802, and we maintain regional offices in each of our additional key operating markets of Austin, Charlotte, Phoenix, Tampa, and Dallas. 2 Table of Contents We recognize that our achievements and progress on our corporate strategy are made possible by the attraction, development, and retention of our dedicated employees.
The project is being developed by a 50%-owned joint venture, and our share of the total expected project costs is $294.6 million. • Commenced initial operations at our Domain 9 development, a 338,000 square foot office property in Austin. The total expected project cost of this wholly-owned property is $147.0 million.
The project is owned and being developed by a 50%-owned joint venture, and our share of the total expected project costs is $294.6 million. • Stabilized the operations of our recently developed Domain 9 office building in Austin.
We also invest in training and development opportunities to enhance our employees’ engagement, effectiveness, and well-being. All of our employees are responsible for upholding our Code of Business Conduct and Ethics (the “Code”) and our Core Values, which includes the embrace of diversity in the backgrounds, cultures, interests, and experiences within our Company.
All of our employees are responsible for upholding our Code of Business Conduct and Ethics (the “Code”) and our Core Values, which includes the embrace of diversity in the backgrounds, cultures, interests, and experiences within our Company. Our Code and Core Values are available on our website at www.cousins.com .
Sustainability Our sustainability strategy is focused on developing and maintaining resilient buildings that are operated in an environmentally and socially responsible manner, thereby encouraging office users to select us for their corporate operations, while enhancing the communities in which our buildings are located.
We pursue this vision by creating and maintaining a portfolio of high-quality and resilient lifestyle office buildings that are operated in an environmentally efficient and socially responsible manner, which we believe encourages office users to select us for their corporate operations, while enhancing the communities in which our buildings are located.
We utilize our strong local operating platforms within each of our major markets to implement this strategy. 2024 Activities During 2024, we acquired three office properties, one of which was acquired though a joint venture, acquired investments in real estate debt, completed several financing transactions, including offerings of our senior unsecured notes and our common stock, commenced initial operations at our Domain 9 development project, and generated positive operating results in our property portfolio.
We utilize our strong local operating platforms within each of our major markets to implement this strategy. 2025 Activities During 2025, we acquired one office property, completed an offering of senior unsecured notes, and generated positive operating results in our property portfolio.
We recognize that our achievements and progress on our corporate strategy are made possible by the attraction, development, and retention of our dedicated employees. From time to time, we evaluate, modify, and enhance our internal processes and technologies to increase employee engagement, productivity, and efficiency, which we believe benefits our operations and performance.
From time to time, we evaluate, modify, and enhance our internal processes and technologies to increase employee engagement, productivity, and efficiency, which we believe benefits our operations and performance. We also invest in training and development opportunities to enhance our employees’ engagement, effectiveness, and well-being.
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The following is a summary of our significant 2024 activities: Investment Activity • Acquired Sail Tower, an 804,000 square foot lifestyle office property in Downtown Austin, for a purchase price of $521.8 million (the "Sail Tower Acquisition"). • Acquired Vantage South End, a 639,000 square foot lifestyle office property in South End Charlotte, for a purchase price of $328.5 million (the "Vantage Acquisition"). • Acquired a 20% interest in Proscenium, a 525,000 square foot building in Midtown Atlanta, through a joint venture for $16.7 million. • Acquired two mezzanine loans, secured by equity interests, for $27.2 million.
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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.
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The weighted average spread over SOFR for these loans is 8.68%. • Acquired a mortgage loan, secured by the Saint Ann Court office property in Dallas, at par for $138.0 million, which was subsequently paid in full by the borrower in January 2025.
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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.
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Financing Activity • Issued $500.0 million aggregate principal amount of our 5.875% senior unsecured notes (the "2034 Notes") in our inaugural bond offering, generating proceeds of $498.5 million. • Issued $400.0 million aggregate principal amount of our 5.375% senior unsecured notes (the "2032 Notes"), generating proceeds of $397.9 million. • Issued 15,500,000 shares of common stock, generating aggregate proceeds of $468.9 million, net of underwriting discounts. 1 Table of Contents • Repaid in full the $70.9 million remaining balance on the mortgage secured by our Domain 10 property in Austin. • Entered into a floating-to-fixed interest rate swap on the remaining $200 million of the $400 million Term Loan maturing March 2025, fixing the underlying SOFR rate at 4.6675%.
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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.
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We seek these outcomes through creating and maintaining a resilient portfolio of high quality office buildings by prioritizing investments and operational activities that result in an efficient and healthy portfolio, investing in the professional development and wellness of our employees, and seeking ways to support and serve our communities.
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The following is a summary of our significant 2025 activities: Investment Activity • Acquired The Link, a 292,000 square foot lifestyle office property in Uptown Dallas, for a purchase price of $218.0 million. • Sold our bankruptcy claim with SVB Financial Group for $4.6 million. • Received repayment at par of the $138.0 million mortgage loan investment secured by Saint Ann Court in Dallas. • Received repayment at par of the $12.8 million mezzanine loan investment secured by Radius in Nashville. • Loaned our Neuhoff joint venture partner $19.6 million at an interest rate of SOFR plus 625 basis points.
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We have been an advocate and practitioner of energy conservation measures and sustainability initiatives for many years and continue to evaluate the characteristics of existing buildings to determine feasible improvements that maximize operating efficiencies, reduce the consumption of energy, water, and reduce waste, and increase waste diversion through recycling and other efforts.
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Financing Activity • Issued $500.0 million of 5.250% public unsecured senior notes due 2030 ("2030 Notes"), generating net proceeds of $496.9 million. • Repaid in full $250.0 million of our 3.91% privately placed senior notes at maturity in July 2025. 1 Table of Contents • Sold 2.9 million shares under our at-the-market stock offering program ("ATM"), on a forward basis, at an average price of $30.44 per share. • Our 50% owned Neuhoff joint venture amended its existing construction loan, with the joint venture repaying $39.2 million of the outstanding principal, extending the maturity date to September 2026, and lowering the spread over SOFR to 300 basis points from 345 basis points.
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Our 2023 Corporate Responsibility Report ("CR Report"), published in June 2024, included goals to reduce energy, greenhouse gas emissions, and water usage, as well as in respect of LEED and Energy Star ratings, and to attain healthy building certifications.
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Corporate Responsibility We publish annual reports reflecting our corporate social responsibility practices, which are available on the Sustainability page of our website at www.cousins.com. These reports provide detailed information on our Corporate Responsibility ("CR") philosophy, practices, initiatives, and goals.
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In the development and operation of our office buildings, we look to relevant industry standards for guidelines on energy performance and other measures. In particular, we are influenced by EnergyStar, LEED, BOMA 360, and Fitwel.
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Our CR vision is based on a commitment to advancing positive economic, environmental, and social outcomes for our customers, shareholders, employees, and the communities where we live and work.
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As part of our pragmatic approach to sustainability, we consider the guidelines and ratings when designing our new developments and improvements to existing office buildings, and we may seek to adopt such guidelines or obtain such ratings where we believe the guidelines or ratings will have a positive effect on our leasing efforts, asset valuation, operational excellence, and/or resource consumption.
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Our Board-level Sustainability Committee advises the Board and provides oversight of management on sustainability objectives, initiative, strategy, and the setting of and performance against sustainability goals.
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In addition, we evaluate the proximity to transit options, with a strong preference for nearby bus and rail transit. We also include climate-related physical and transition risk assessments in our review of development opportunities and our evaluation of operating buildings, including the risks of extreme temperatures, floods, hurricanes, droughts, and other impacts of climate change.
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As of December 31, 2025, we had 351 full-time employees, which includes the seven executive officers listed on page 26 . We also recognize the importance of experienced leadership; as of December 31, 2025, the average tenure at Cousins for the executive team was fifteen years.
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When planning development projects, we take all of the foregoing into account, and we strive to design highly-sustainable buildings, generally taking advantage of LEED and/or BOMA 360 certification processes and designations. Our Board-level Sustainability Committee advises the Board and provides oversight of management on sustainability objectives, initiative, and strategy.
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More information regarding our approach to human capital management, including engagement, priorities, compensation philosophy and structure, benefits offerings, and philanthropic initiatives, may be found in our annual Proxy filing and CR reports. Environmental Matters Our business operations are subject to various federal, state, and local environmental laws and regulations governing land, water, and wetlands resources.
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The Committee, alongside management, monitors and evaluates the Company's progress in achieving its sustainability goals and commitments related to climate action and resilience. The Committee also reviews and approves the annual CR Report.
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Since 2016, we have participated in the annual Global Real Estate Sustainability Benchmark ("GRESB") assessment, which validates Environmental, Social, and Corporate Governance ("ESG") performance data of property portfolios around the world and creates peer benchmarks for use by investors.
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In each of these GRESB assessments, we received a rating of "Green Star," with a total score each year above the GRESB overall participant average.
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Since 2017, we have scored at or above our peer group average in the GRESB Public Disclosure assessment, which GRESB has indicated is intended to represent an overall measure of disclosure by listed real estate companies on matters related to the environment, social, and governance practices, based on a selection of indicators aligned with the GRESB Annual Sustainability Benchmark assessment.
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Our 2024 scores (based on 2023 data), along with additional information on our sustainability and other corporate social responsibility initiatives, will be included under the caption "Sustainability and Corporate Responsibility" in the Proxy Statement relating to our 2025 Annual Meeting of Stockholders.
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Except for the documents specifically incorporated by reference into this Annual Report on Form 10-K, information contained in our CR Reports or on our website or that can be accessed through our website is not incorporated by reference into this Annual Report on Form 10-K.
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Our Code and Core Values are available on our website at www.cousins.com . As of December 31, 2024, we had 306 full-time employees, which includes the seven executive officers listed on page 27, with women representing 39% of our workforce and with 46% of the workforce self-identifying as a minority.
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In addition, as of December 31, 2024, 46% of our supervisors and 33% of our Board of Directors, including the Chair of our Audit Committee, were women; and 28% of our supervisors self-identify as a minority.
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We also recognize the importance of experienced leadership; as of December 31, 2024, the average tenure at Cousins for the executive team was fourteen years. We are committed to maintaining a healthy environment for our employees that enables them to be productive members of our team. Our priorities include professional development, health and wellness, and community engagement by our employees.
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Some of our engagement efforts include “townhall” events for all employees, where we provide updates on recent accomplishments and key initiatives; employee engagement surveys; and sponsorship of community engagement opportunities and various health challenges. We also strive to provide competitive pay, benefits, and services that help meet the varying needs of our employees.
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Our general total rewards packages include market-competitive pay, performance-conditioned annual incentive compensation, stock- and performance-based long-term incentive compensation for key employees, healthcare and retirement benefits, paid time off, paid new parent leave, and other unpaid family leave.
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Through a combination of Company giving and direct voluntary participation by our employees, we donate funds to support meaningful organizations in communities across our geographical footprint. Environmental Matters Our business operations are subject to various federal, state, and local environmental laws and regulations governing land, water, and wetlands resources.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

86 edited+20 added−13 removed151 unchanged
Biggest changeWhile, to date, we have not had a significant cyber breach or attack that had a material impact on our business or results of operations, there can be no assurance that our efforts to maintain the security and integrity of these types of IT networks and related systems will be effective or that attempted security breaches or disruptions will not be successful or damaging.
Biggest changeOur systems and users and those of third parties with whom we engage are continually subject to attacks, and there can be no assurance that future incidents will not have material adverse effects on our operations or financial results. To date, we have not had a cyberattack that had a material adverse effect on our business or financial results.
Unidentified environmental liabilities could arise, however, including as a result of our new or more stringent environmental laws and regulations, and could have an adverse effect on our financial condition and results of operations. Sustainability strategies .
Unidentified environmental liabilities could arise, however, including as a result of new or more stringent environmental laws and regulations, and could have an adverse effect on our financial condition and results of operations. Sustainability strategies .
We have historically voluntarily disclosed relevant information regarding our sustainability practices; however, federal, state, and local laws and regulations are evolving and future regulation may require more stringent data reporting. We face transition risks in the event of the implementation of any such federal, state, and local laws, regulations, and codes.
We have historically voluntarily disclosed relevant information regarding our sustainability practices; however, federal, state, and local laws and regulations are evolving and future regulation may require more stringent data reporting. We may face transition risks in the event of the implementation of any such federal, state, and local laws, regulations, and codes.
Our Credit Facility contains customary covenants, requirements, and other limitations on our ability to incur indebtedness, including covenants on unsecured debt outstanding, restrictions on secured recourse debt outstanding, and requirements to maintain a minimum fixed charge coverage ratio. Our continued ability to borrow under our Credit Facility is subject to compliance with these covenants. • Unsecured debt .
Our Credit Facility contains customary covenants, requirements, and other limitations on our ability to incur indebtedness, including covenants on unsecured debt outstanding, restrictions on secured recourse debt outstanding, and requirements to maintain a minimum fixed charge coverage ratio. Our continued ability to borrow under our Credit Facility is subject to compliance with these covenants.
The same would be true for casualty situations. As a result, we may not recover some or all of our investment. The mortgage loans in which we may invest are subject to delinquency, foreclosure, and loss, which could result in losses to us. Mortgage loans secured by commercial properties and are subject to risks of delinquency and foreclosure.
The same would be true for casualty situations. As a result, we may not recover some or all of our investment. The mortgage loans in which we may invest are subject to delinquency, foreclosure, and loss, which could result in losses to us. Mortgage loans secured by commercial properties are subject to risks of delinquency and foreclosure.
Climate change may also indirectly affect our business by increasing the cost of (or making unavailable) property insurance on terms we find acceptable, increasing the cost of required resources, including energy, other fuel sources, water, and waste removal services, and increasing the risk and severity of floods, fires, tornadoes, hurricanes, droughts, wind storms, ice storms, and earthquakes at our properties.
Climate change may also indirectly affect our business by increasing the cost of (or making unavailable) property insurance on terms we find acceptable, increasing the cost of required resources, including energy, other fuel sources, water, and waste removal services, and increasing the risk and severity of floods, fires, tornadoes, hurricanes, droughts, wind storms, ice storms, hail storms, and earthquakes at our properties.
Our venture partners may have rights to take actions over which we have no control, or the right to withhold approval of actions that we propose (including with respect to the decision to commence development of or to sell a project), either of which could adversely affect our interests in the related joint ventures, and in some cases, our overall financial condition and results of operations.
Our venture partners may have rights to take actions over which we have no control, or the right to withhold approval of actions that we propose (including with respect to the decision to commence development of or to finance or sell a project), either of which could adversely affect our interests in the related joint ventures, and in some cases, our overall financial condition and results of operations.
Development activity carries the risk that a project could be delayed due to, but not limited to, weather and other forces of nature, availability of materials, availability of skilled labor, supply chain disruption, the financial health of general contractors or sub-contractors, and the competing demands on plan-approving authorities.
Development activity carries the risk that a project could be delayed due to, but not limited to, weather and other forces of nature, availability of materials, availability of skilled labor, supply chain disruption, the financial health and project capacity of general contractors or sub-contractors, and the competing demands on plan-approving authorities.
A number of our properties are located in areas that are known to be subject to hurricane or flood risk. We carry hurricane and flood hazard insurance on all of our properties located in areas historically subject to such activity, subject to coverage limitations and deductibles, if we believe it is commercially reasonable.
A number of our properties are located in areas that are known to be subject to hurricane, hail, or flood risk. We carry hurricane, hail, or flood hazard insurance on all of our properties located in areas historically subject to such activity, subject to coverage limitations and deductibles, if we believe it is commercially reasonable.
This shortfall could adversely affect our cash flow and results of operations. Uninsured losses and condemnation costs . Accidents, earthquakes, hurricanes, tornadoes, floods, droughts, ice storms, wind storms, terrorism incidents, and other physical losses at our properties could adversely affect our operating results and financial condition.
This shortfall could adversely affect our cash flow and results of operations. Uninsured losses and condemnation costs . Accidents, earthquakes, hurricanes, tornadoes, floods, droughts, ice storms, wind storms, hail storms, terrorism incidents, and other physical losses at our properties could adversely affect our operating results and financial condition.
The incurrence of additional indebtedness could have adverse consequences on our business, such as: • requiring us to use a substantial portion of our cash flow from operations to service our indebtedness, which would reduce the available cash flow to fund working capital, capital expenditures, development projects, distributions, and other general corporate purposes; • limiting our ability to obtain additional financing to fund our working capital needs, capital expenditures, development projects, or other debt service requirements or for other purposes; • increasing our exposure to floating interest rates; • limiting our ability to compete with other companies who have less leverage, as we may be less capable of responding to adverse economic and industry conditions; • restricting us from making strategic acquisitions, developing properties, or capitalizing on business opportunities; • restricting the way in which we conduct our business due to financial and operating covenants in the agreements governing our existing and future indebtedness; • exposing us to potential events of default under covenants contained in our debt instruments; • increasing our vulnerability to a downturn in general economic conditions; and • limiting our ability to react to changing market conditions in our industry.
The incurrence of additional indebtedness could have adverse consequences on our business, such as: • requiring us to use a substantial portion of our cash flow from operations to service our indebtedness, which would reduce the available cash flow to fund working capital, capital expenditures, development projects, distributions, and other general corporate purposes; • limiting our ability to obtain additional financing to fund our working capital needs, capital expenditures, development projects, or other debt service requirements or for other purposes; • increasing our exposure to floating interest rates; • limiting our ability to compete with other companies who have less leverage, as we may be less capable of responding to adverse economic and industry conditions; • restricting us from making strategic acquisitions, developing properties, or capitalizing on business opportunities; • restricting the way in which we conduct our business due to financial and operating covenants in the agreements governing our existing and future indebtedness; 9 Table of Contents • exposing us to potential events of default under covenants contained in our debt instruments; • increasing our vulnerability to a downturn in general economic conditions; and • limiting our ability to react to changing market conditions in our industry.
We hold ownership interests in a number of joint ventures with varying structures and may in the future invest in additional real estate through such structures. We currently have joint ventures that are and are not consolidated within our financial statements.
We hold ownership interests in a number of joint ventures with varying structures and may in the future invest in additional real estate through joint ventures. We currently have joint ventures that are and are not consolidated within our financial statements.
The market price of shares of our common stock has been, and may continue to be, subject to fluctuation in many events and factors such as those described in this report including: • actual or anticipated variations in our operating results, funds from operations, or liquidity; • the general reputation of real estate as an attractive investment in comparison to other equity securities and/or the reputation of the product types of our assets compared to other sectors of the real estate industry; • material changes in any significant tenant industry concentration; • material changes in market concentrations; • the general stock and bond market conditions, including changes in interest rates or fixed income securities; • changes in tax laws; 17 Table of Contents • changes to our dividend policy; • changes in the market valuations of our properties; • adverse market reaction to the amount of our outstanding debt at any time, the amount of our maturing debt, and our ability to refinance such debt on favorable terms; • any failure to comply with existing debt covenants; • any foreclosure or deed in lieu of foreclosure of our properties; • additions or departures of directors, key executives, and other employees; • actions by institutional stockholders; • uncertainties in world financial markets; • general market and economic conditions; in particular, market and economic conditions of Atlanta, Austin, Tampa, Charlotte, Phoenix, Dallas, and Nashville; and • the realization of any of the other risk factors described in this report.
The market price of shares of our common stock has been, and may continue to be, subject to fluctuation in many events and factors such as those described in this report including: • actual or anticipated variations in our operating results, funds from operations, or liquidity; • the general reputation of real estate as an attractive investment in comparison to other equity securities and/or the reputation of the product types of our assets compared to other sectors of the real estate industry; • material changes in any significant tenant industry concentration or in market concentration; • the general stock and bond market conditions, including changes in interest rates or fixed income securities; • changes in tax laws, our dividend policy, or in the market valuations of our properties; • adverse market reaction to the amount of our outstanding debt at any time, the amount of our maturing debt, and our ability to refinance such debt on favorable terms; • any failure to comply with existing debt covenants; • any foreclosure or deed in lieu of foreclosure of our properties; • additions or departures of directors, key executives, and other employees; • actions by institutional stockholders; • uncertainties in world financial markets; • general market and economic conditions; in particular, market and economic conditions of Austin, Atlanta, Charlotte, Tampa, Phoenix, Dallas, and Nashville; and • the realization of any of the other risk factors described in this report.
While we believe that we could find replacements for these key personnel, the loss of services of any of these key persons could diminish relationships with investors, lendors, prospective customers, joint venture partners, and others in the industry, and therefore such a loss could have an adverse effect upon our results of operations, financial condition, and our ability to execute our business strategy.
While we believe that we could find replacements for these key personnel, the loss of services of any of these key persons could diminish relationships with investors, lenders, prospective customers, joint venture partners, and others in the industry, and therefore such a loss could have an adverse effect upon our results of operations, financial condition, and our ability to execute our business strategy.
These risks may include: • difficulty in leasing vacant space or renewing existing tenants at the acquired property; • the costs and timing of repositioning or redeveloping the acquired property; • disproportionate concentrations of earnings in one or more markets; • the acquisitions may fail to meet internal projections or otherwise fail to perform as expected; • the acquisitions may be in markets that are unfamiliar to us and could present unforeseen business and operating challenges; • the timing of acquisitions may not match the timing of raising the capital necessary to fund the acquisitions; • a change in our sustainability or resiliency profile, including an increase in key performance metrics like energy consumption intensity and greenhouse gas emissions, and/or a decrease in the percentage of our operating portfolio with key sustainability certifications; • the inability to obtain financing for acquisitions on favorable terms, or at all; 11 Table of Contents • the inability to successfully integrate the operations, maintain consistent standards, controls, policies, and procedures, or realize the anticipated benefits of acquisitions within the anticipated time frames, or at all; • the inability to effectively monitor and manage our expanded portfolio of properties, retain key employees, or attract highly qualified new employees; • the possible decline in value of the acquired asset; • the diversion of our management’s attention away from other business concerns; and • the exposure to any undisclosed or unknown issues, expenses, or potential liabilities relating to acquisitions.
These risks may include: • difficulty in leasing vacant space or renewing existing tenants at the acquired property; • the need for, along with the costs and timing of, repositioning or redeveloping the acquired property; • disproportionate concentrations of earnings in one or more markets; • the acquisitions may fail to meet internal projections or otherwise fail to perform as expected; • the acquisitions may be in markets that are unfamiliar to us and could present unforeseen business and operating challenges; • the timing of acquisitions may not match the timing of raising the capital necessary to fund the acquisitions; • a change in our sustainability or resiliency profile, including an increase in key performance metrics like energy consumption intensity and greenhouse gas emissions, and/or a decrease in the percentage of our operating portfolio with key sustainability certifications; • the inability to obtain financing or other sources of capital for acquisitions on favorable terms, or at all; • the inability to successfully integrate the operations, maintain consistent standards, controls, policies, and procedures, or realize the anticipated benefits of acquisitions within the anticipated time frames, or at all; • the inability to effectively monitor and manage our expanded portfolio of properties, retain key employees, or attract highly qualified new employees; • the possible decline in value of the acquired asset; • the diversion of our management’s attention away from other business concerns; and • the exposure to any undisclosed or unknown issues, expenses, or potential liabilities relating to acquisitions.
General economic and market risks . In a general economic decline or recessionary climate, our commercial real estate assets may not generate sufficient cash to pay expenses, service debt, or cover operational, improvement, or maintenance costs, and, as a result, our results of operations and cash flows may be adversely affected.
In a general economic decline or recessionary climate, our commercial real estate assets may not generate sufficient cash to pay expenses, service debt, or cover operational, improvement, or maintenance costs, and, as a result, our results of operations and cash flows may be adversely affected.
We have procedures and controls in place that are intended to minimize this risk, but it is likely that we will continue to incur costs related to pursuing acquisitions on projects that we do not successfully acquire or complete.
We have procedures and controls in place that are intended to minimize this risk, but it is likely that we will continue to incur costs related to pursuing acquisitions on projects or other investments that we do not successfully acquire or complete.
Casualties may occur that significantly damage an operating property or property under development, insurance deductibles or co-insurance limits may be significant (including with respect to damage from named wind storms, where available co-insurance limits are significantly in excess of deductibles for most other casualty losses), and insurance proceeds may be less than the total loss incurred by us.
Casualties may occur that significantly damage an operating property or property under development, insurance deductibles or co-insurance limits may be significant (including with respect to damage from named wind storms or hail storms in certain markets, where available co-insurance limits are significantly in excess of deductibles for most other casualty losses), and insurance proceeds may be less than the total loss incurred by us.
In the event of any default under a mortgage loan held directly by us, we will bear a risk of loss of principal to the extent of any deficiency between the value of the collateral and the principal and accrued interest of the mortgage loan, which could have a material adverse effect on our cash flow from operations and limit amounts available for distribution to our shareholders.
In the event of any default under a mortgage loan held directly by us, we will bear a risk of loss of principal to the extent of any deficiency between the value of the collateral and the principal and accrued interest of the mortgage loan, which could have a material adverse effect on our cash flow from operations and limit amounts available for distribution to our 13 Table of Contents shareholders.
The inability or refusal of any of our significant tenants to pay rent or a decision by a significant tenant to vacate their premises prior to, or at the conclusion of, their lease term (including as a result of a bankruptcy proceeding) could have a significant negative impact on our results of operations or financial condition if a suitable replacement tenant is not secured in a timely manner.
The inability or refusal of any of our significant tenants to pay rent or a decision by a significant tenant to terminate their lease prior to, or at the conclusion of, their lease term (including as a result of a bankruptcy proceeding) could have a significant negative impact on our results of operations or financial condition if a suitable replacement tenant is not secured in a timely manner.
Factors that may adversely affect the economic performance and value of our properties include, among other things: • changes or volatility within the national, regional, and local economic climate, including dislocations and volatility in the capital markets; • Risks associated with real estate assets, including • competition from other available properties and other local real estate conditions such as an oversupply of rentable space caused by increased development of new properties, a reduction in demand for rentable space caused by a change in the preferences and requirements of our tenants (including space 4 Table of Contents usage), such as work-from-home practices and utilization of open workspaces or "co-working" space, or local economic conditions decreasing the desirability of our locations, • the financial condition of our tenants, including potential adverse effects from the bankruptcy or insolvency of one or more major tenants, • the attractiveness of our properties to tenants or buyers, • changes in market rental rates and related concessions granted to tenants including, but not limited to, free rent and tenant improvement allowances, • the need to periodically repair, renovate, and re-lease properties, • potential delays in completion of development and re-development projects due to supply chain disruptions, labor shortages, and increased construction costs; • the impact of common stock, debt, or operating partnership issuances; • uninsured losses (including those resulting from high deductibles) or losses in excess of our insurance coverage as a result of casualty events or other claims or events; • insolvency of our insurance carriers or increased cost or unavailability of insurance; • the financial condition and liquidity of, or disputes with, joint venture partners; • sociopolitical unrest such as political instability, civil unrest, armed hostilities, or political activism resulting in a disruption of day-to-day building operations; • the immediate and long-term impact of a public health crisis and the governmental and third party response to such a crisis; • changes in federal, state, and local income laws and regulations (including tax laws and environmental or other regulatory requirements) as they affect real estate companies and real estate investors; • changes in interest rates and availability and cost of corporate and property financing sources, and the inability to comply with debt covenants under credit agreements; • risks associated with security breaches through cyber attacks, cyber intrusions, or otherwise; • changes in senior management, the Board of Directors, or key personnel; and • risks associated with climate change and severe weather events, as well as compliance with regulatory efforts intended to address those risks.
Factors that may adversely affect the economic performance and value of our properties include, among other things: • changes or volatility within the national, regional, and local economic climate, including dislocations and volatility in the capital markets; • Risks associated with real estate assets, including: • competition from other available properties and other local real estate conditions such as an oversupply of rentable space caused by increased development of new properties, a reduction in demand for rentable space caused by a change in the preferences and requirements of our tenants (including space usage), such as work-from-home practices and utilization of open workspaces or "co-working" space, or local economic conditions decreasing the desirability of our locations, • the financial condition of our tenants, including potential adverse effects from the bankruptcy or insolvency of one or more major tenants, • the attractiveness of our properties to tenants or buyers, • changes in market rental rates and related concessions granted to tenants including, but not limited to, free rent and tenant improvement allowances, • the need to periodically repair, renovate, and re-lease properties, and • potential delays in completion of development and re-development projects due to supply chain disruptions, labor shortages, and increased construction costs; • the impact of common stock, debt, or operating partnership issuances; • uninsured losses (including those resulting from high deductibles) or losses in excess of our insurance coverage as a result of casualty events or other claims or events; • insolvency of our insurance carriers or increased cost or unavailability of insurance; • the financial condition and liquidity of, or disputes with, joint venture partners; • sociopolitical unrest such as political instability, civil unrest, armed hostilities, or political activism resulting in a disruption of day-to-day building operations; • the immediate and long-term impact of a public health crisis, such as a pandemic, epidemic, or outbreak of a contagious disease and the governmental and third party response to such a crisis; • changes in federal, state, and local income laws and regulations (including tax laws and environmental or other regulatory requirements) as they affect real estate companies and real estate investors; • changes in interest rates and availability and cost of corporate and property financing sources, and the inability to comply with debt covenants under credit agreements; • risks associated with security breaches through cyberattacks (as hereafter defined) or otherwise; • changes in senior management, the Board of Directors, or key personnel; and • risks associated with climate change and severe weather events, as well as compliance with regulatory efforts intended to address those risks.
If a transaction's gain that is intended to qualify as a Section 1031 deferral is later determined to be taxable, we may face adverse consequences, and if the laws applicable to such transactions are amended or repealed, we may not be able to dispose of properties on a tax-deferred basis.
If a transaction's gain that is intended to qualify as a Section 1031 deferral is later determined to be taxable, we 15 Table of Contents may face adverse consequences, and if the laws applicable to such transactions are amended or repealed, we may not be able to dispose of properties on a tax-deferred basis.
Prohibited transactions generally include sales of assets 15 Table of Contents that constitute inventory or other property held-for-sale to customers in the ordinary course of business. Since we acquire properties primarily for investment purposes, we do not believe that our occasional transfers or disposals of property are deemed to be prohibited transactions.
Prohibited transactions generally include sales of assets that constitute inventory or other property held-for-sale to customers in the ordinary course of business. Since we acquire properties primarily for investment purposes, we do not believe that our occasional transfers or disposals of property are deemed to be prohibited transactions.
Our status as a REIT can limit our ability to sell properties. In addition, mortgage financing on an asset may prohibit prepayment and/or impose a prepayment penalty upon the sale of that property, which may decrease the proceeds from a sale or make the sale impractical. • Construction loans .
Our status as a REIT can limit our ability to sell properties. In addition, mortgage financing on an asset may prohibit prepayment and/or impose a prepayment penalty upon the sale of that property, which may decrease the proceeds from a sale or make the sale impractical. 8 Table of Contents • Construction loans .
Our ability to exit existing joint ventures may be limited by the terms of the joint venture agreement, which may limit our ability to liquidate our investment in a joint venture. 9 Table of Contents • Common stock . We can provide no assurance that conditions will be favorable for future issuances of common stock when we need capital.
Our ability to exit existing joint ventures may be limited by the terms of the joint venture agreement, which may limit our ability to liquidate our investment in a joint venture. • Common stock . We can provide no assurance that conditions will be favorable for future issuances of common stock when we need capital.
These restrictions may limit our ability to timely sell or exchange the property, may impair the property's value, or may negatively impact our ability to find suitable tenants for the property. In addition, if we default under the terms of any particular lease, we may lose the ownership rights to the property subject to the lease.
These restrictions may limit our ability to timely sell or exchange the 7 Table of Contents property, may impair the property's value, or may negatively impact our ability to find suitable tenants for the property. In addition, if we default under the terms of any particular lease, we may lose the ownership rights to the property subject to the lease.
The granting of these concessions may adversely affect our 5 Table of Contents results of operations and cash flows to the extent that they result in reduced rental rates, additional capital improvements, or allowances paid to, or on behalf of, the tenants. Tenant and market concentration risk .
The granting of these concessions may adversely affect our results of operations and cash flows to the extent that they result in reduced rental rates, additional capital improvements, or allowances paid to, or on behalf of, the tenants. Tenant and market concentration risk .
We attempt to mitigate the risk of unanticipated increases in construction costs on our development projects through guaranteed maximum price contracts and pre-ordering of certain materials, but we may be adversely affected by increased construction costs on our current and future projects. • Construction delays .
We attempt to mitigate the risk of unanticipated increases in construction costs on our development projects through guaranteed maximum price contracts and pre-ordering of certain materials, but we may be adversely affected by increased construction costs on our current and future projects. 11 Table of Contents • Construction delays .
To the extent that we do not distribute all of our net capital gain or distribute at least 90%, but less than 100%, of our other taxable income, we are subject to tax on the undistributed amounts at regular corporate rates.
To the extent that we do not distribute 14 Table of Contents all of our net capital gain or distribute at least 90%, but less than 100%, of our other taxable income, we are subject to tax on the undistributed amounts at regular corporate rates.
Our approaches and priorities may differ from those of our peers, and the perception of the public or investors of these differences may adversely impact our portfolio attractiveness of our ability to lease space at competitive rates. 7 Table of Contents Joint venture structure risks .
Our approaches and priorities may differ from those of our peers, and the perception of the public or investors of these differences may adversely impact our portfolio attractiveness and our ability to lease space at competitive rates. Joint venture structure risks .
To the extent climate change causes changes in weather patterns or severity, our markets could experience increases in storm intensity (including floods, fires, tornadoes, hurricanes, droughts, wind storms, ice storms, and earthquakes), rising sea-levels, and changes in precipitation, temperature, air quality, and quality and availability of water.
To the extent climate change causes changes in weather patterns or severity, our markets could experience increases in storm intensity (including floods, fires, tornadoes, hurricanes, droughts, wind storms, ice storms, hail storms, and earthquakes), rising sea-levels, and changes in precipitation, temperature, air 6 Table of Contents quality, and quality and availability of water.
These factors may include: • general business conditions in the local or broader economy or in the prospective tenants’ industries; • supply and demand conditions for space in the marketplace; and • level of competition in the marketplace. 12 Table of Contents • Reputation risks .
These factors may include: • general business conditions in the local or broader economy or in the prospective tenants’ industries; • supply and demand conditions for space in the marketplace; and • level of competition in the marketplace. • Reputation risks .
The costs associated with operating and redeveloping a 14 Table of Contents property, including any operating shortfalls and significant capital expenditures, could materially and adversely affect our results of operations, financial conditions, and liquidity.
The costs associated with operating and redeveloping a property, including any operating shortfalls and significant capital expenditures, could materially and adversely affect our results of operations, financial conditions, and liquidity.
If determined to be liable, the owner or operator may have to pay a governmental entity or third parties for property damage and for investigation and clean-up costs incurred by such parties in connection 6 Table of Contents with the contamination, or perform such investigation and clean up itself.
If determined to be liable, the owner or operator may have to pay a governmental entity or third parties for property damage and for investigation and clean-up costs incurred by such parties in connection with the contamination, or perform such investigation and clean up itself.
Our operating office properties were 91.6% leased at December 31, 2024. Our 20 largest tenants account for a meaningful portion of our revenues. Our operating revenues are dependent upon entering into leases with, and collecting rents from, our tenants. Tenants whose leases are expiring may want to decrease the space they lease and/or may be unwilling to continue their lease.
Our operating office properties were 90.7% leased at December 31, 2025. Our 20 largest tenants account for a meaningful portion of our revenues. Our operating revenues are dependent upon entering into leases with, and collecting rents from, our tenants. Tenants whose leases are expiring may want to decrease the space they lease and/or may be unwilling to continue their lease.
A venture partner may have economic and/or other business interests or goals that are incompatible with our business interests or goals and that venture partner may be in a position to take action contrary to our interests, including declining to sell at a time or price that we find attractive or determining to sell at a time or price that we do not find attractive.
A venture partner may have economic and/or other business interests or goals that are incompatible with our business interests or goals and that venture partner may be in a position to take action contrary to our interests, including declining to sell at a time or price that we find attractive or determining to sell at a time or price that we do not find attractive or making a comparable decision regarding financing.
Additionally, while we strive to create and maintain an inclusive culture and a diverse workforce where everyone is valued and respected, a failure, or a perceived failure, to properly address matters of culture, including inclusivity and diversity matters, could result in reputational harm or an inability to attract and retain customers or employees.
Additionally, while we strive to create and maintain an inclusive culture where everyone is valued and respected, a failure, or a perceived failure, to properly address matters of culture could result in reputational harm or an inability to attract and retain customers or employees.
Upon expiration of a lease, we may not be able to renegotiate a new lease on favorable terms, if at all. The loss of the ownership rights to these properties or an increase of rental expense could have an adverse effect on our financial condition and results.
Upon expiration of a lease, we may not be able to renegotiate a new lease on favorable terms, if at all. The loss of the ownership rights to these properties or an increase of rental expense could have an adverse effect on our financial condition and results. The Americans with Disabilities Act Compliance risks .
Further, we do not carry key person insurance on any of our executive officers or other key employees.
Further, we do not carry key person insurance on any of our executive officers or other key 17 Table of Contents employees.
Item 1A. Risk Factors Set forth below are the risks we believe investors should consider carefully in evaluating an investment in the securities of Cousins Properties Incorporated. General Risks of Owning and Operating Real Estate Our ownership of commercial real estate involves a number of risks, the effects of which could adversely affect our business.
Item 1A. Risk Factors Below are the risks we believe investors should consider carefully in evaluating an investment in our securities. General Risks of Owning and Operating Real Estate Our ownership of commercial real estate involves a number of risks, the effects of which could adversely affect our business. General economic and market risks .
Property ownership also involves potential liability to third parties for such matters as personal injuries occurring on the property.
Property ownership also involves potential liability to third parties for such matters as personal injuries occurring on 5 Table of Contents the property.
Our acquisition process requires that we pursue a large number of opportunities; we may incur significant costs related to the pursuit of acquisitions that do not close, which could directly or indirectly affect our results of operations.
Our acquisition and investment process requires that we pursue a large number of opportunities, with a smaller number actually being acquired or completed; we may incur significant costs related to the pursuit of acquisitions that do not close, which could directly or indirectly affect our results of operations.
We continue to monitor the state of the insurance market in general, but we cannot anticipate what insurance coverage will be available on commercially reasonable terms in future policy years. Such losses may not be fully insured. In addition to uninsured losses, various government authorities may condemn all or parts of operating properties.
We continue to monitor the state of the insurance market in general, but we cannot anticipate what insurance coverage will be available on commercially reasonable terms in future policy years. In addition to uninsured losses, various government authorities may condemn all or parts of operating properties. Such condemnations could adversely affect the viability of such projects. Environmental issues .
Credit ratings are subject to ongoing review by rating agencies, which consider a number of factors, including our financial strength, performance, prospects, and operations as well as factors not under our control.
Credit ratings are subject to ongoing review by rating agencies, which consider a number of factors, including our financial strength, performance, prospects, risk exposures, and our corporate and operating governance policies and practices, as well as factors not under our control.
Deficiencies, including any material weakness, in our internal controls over financial reporting which may occur in the future could result in misstatements of our results of operations, restatements of our financial statements, a decline in our stock price, or otherwise materially adversely affect our business, reputation, results of operations, financial condition, or liquidity. 16 Table of Contents General Risks A pandemic, epidemic, or outbreak of a contagious disease could adversely affect us.
Deficiencies, including any material weakness, in our internal controls over financial reporting which may occur in the future could result in misstatements of our results of operations, restatements of our financial statements, a decline in our stock price, or otherwise materially adversely affect our business, reputation, results of operations, financial condition, or liquidity.
Our efforts to improve our CR profile and practices, including reducing emissions and improving the efficiency of our building operations and the resiliency of our buildings, may require capital expenditures and may result in short- or long-term increases in our operating costs, all of which could adversely impact our financial condition or results of operations.
Our efforts to improve our CR profile and practices may require capital expenditures and may result in short- or long-term increases in our operating costs, all of which could adversely impact our financial condition or results of operations.
Many of these ground leases and other restrictive agreements impose significant limitations on our uses of the subject property and restrict our ability to sell or otherwise transfer our interests in the property.
In the future, we may invest in additional properties on some of these parcels or additional parcels subject to ground leases. Many of these ground leases and other restrictive agreements impose significant limitations on our uses of the subject property and restrict our ability to sell or otherwise transfer our interests in the property.
As of December 31, 2024, we had $3.1 billion of outstanding indebtedness.
As of December 31, 2025, we had $3.3 billion of outstanding indebtedness.
As of December 31, 2024, we had interests in eight land parcels in various markets that we lease individually on a long-term basis.
As of December 31, 2025, we had ground lease interests in eight land parcels at four of our properties in various markets that we lease individually on a long-term basis.
Net debt as a percentage of either total asset value or total market capitalization and net debt as a multiple of annualized EBITDA re are non-GAAP metrics often used by analysts to gauge the financial health of REITs like us.
Our degree of leverage could limit our ability to obtain additional financing or affect the market price of our securities. Net debt as a percentage of either total asset value or total market capitalization and net debt as a multiple of annualized EBITDA re are non-GAAP metrics often used by analysts to gauge the financial health of REITs like us.
We do not know whether existing requirements will change or whether compliance with future requirements will require significant unanticipated expenditures that will affect our cash flow and results of operations. 8 Table of Contents Financing Risks At certain times, interest rates and other market conditions for obtaining capital could be unfavorable, and, as a result, we may be unable to raise the capital needed to invest in acquisition or development opportunities, maintain our properties, or otherwise satisfy our commitments on a timely basis, or we may be forced to raise capital at a higher cost or under restrictive terms, which could adversely affect our cash flows and results of operations.
Financing Risks At certain times, interest rates and other market conditions for obtaining capital could be unfavorable, and, as a result, we may be unable to raise the capital needed to invest in acquisition or development opportunities, maintain our properties, or otherwise satisfy our commitments on a timely basis, or we may be forced to raise capital at a higher cost or under restrictive terms, which could adversely affect our cash flows and results of operations.
Impairment risks . We regularly review our real estate assets for impairment in accordance with accounting principles generally accepted in the United States ("GAAP"); and based on these reviews, we may record impairments that have an adverse effect on our results of operations.
We regularly review our real estate assets for impairment in accordance with accounting principles generally accepted in the United States ("GAAP"); and based on these reviews, we may record impairments that have an adverse effect on our results of operations. Negative or uncertain market and economic conditions, as well as market volatility, increase the likelihood of incurring impairment.
For the three months ended December 31, 2024, 35.7% of our net operating income for properties owned was derived from the Atlanta area, 32.4% was derived from the Austin area, 9.0% was derived from the Charlotte area, 8.6% was derived from the Tampa area, 8.1% was derived from the Phoenix area, and 2.4% was derived from the Dallas area.
For the three months ended of December 31, 2025, 36.1% of our net operating income was derived from the Austin area, 31.3% was derived from the Atlanta area, 9.2% was derived from the Charlotte area, 7.8% was derived from the Tampa area, 7.5% was derived from the Phoenix area, and 4.8% was derived from the Dallas area.
Negative or uncertain market and economic conditions, as well as market volatility, increase the likelihood of incurring impairment. If we decide to sell a real estate asset rather than holding it for long-term investment or if we reduce our estimates of future cash flows on a real estate asset, the risk of impairment increases.
If we decide to sell a real estate asset rather than holding it for long-term investment or if we reduce our estimates of future cash flows on a real estate asset, the risk of impairment increases.
As of December 31, 2024, our top 20 tenants represented 39.5% of total annualized rent with our largest single tenant accounting for 8.1% of annualized rent.
As of December 31, 2025, our top 20 tenants represented 38.6% of total annualized rent with our largest single tenant accounting for 8.9% of annualized rent.
Securities analysts publish quarterly and annual projections of our financial performance. These projections are developed independently based on their own analyses, and we undertake no obligation to monitor, and take no responsibility for, such projections.
If our future operating performance does not meet the projections of our analysts or investors, our stock price could decline. Securities analysts publish quarterly and annual projections of our financial performance. These projections are developed independently based on their own analyses, and we undertake no obligation to monitor, and take no responsibility for, such projections.
For example, as of December 31, 2024, in Austin, technology companies represent 52.0% of our annualized rent, in Charlotte, banking and other financial sector companies represent 32.9% of our annualized rent, and in Tampa, biotechnology and health science companies represent 26.6% of our our annualized rent.
For example, as of December 31, 2025, in Austin, technology companies represent 53.1% of our annualized rent, in Charlotte, banking and other financial sector companies represent 19.2% of our annualized rent, and in Tampa, biotechnology and health science companies represent 25.0% of our annualized rent.
These changes could have an impact on the value of our investments and have a material impact on earnings as these investments are carried at fair value. 13 Table of Contents We will face risks related to our investments in mezzanine loans.
These changes could have an impact on the value of our investments and have a material impact on earnings as these investments are carried at fair value. We will face risks related to our investments in mezzanine loans. Our mezzanine loans are secured by a pledge of the ownership interests of the entity or entities that own(s) the property.
Our IT networks and related systems are essential to the operation of our business and our ability to perform day-to-day operations (including managing our building systems) and, in some cases, may be critical to the operations of certain of our tenants.
Access to this data and these computer and cloud-based systems is essential to the operation of our business and our ability to perform day-to-day operations (including managing our building systems), and in some cases, our building systems may be critical to the operations of certain of our tenants.
Such redevelopment activities bear many of the risks associated with new development, as identified above. Investment in Real Estate Debt Risks Our investments in real estate debt face prepayment risk and interest rate fluctuations that may adversely affect our results of operations and financial condition.
Investment in Real Estate Debt Risks Our investments in real estate debt face prepayment risk and interest rate fluctuations that may adversely affect our results of operations and financial condition.
A security breach or other significant disruption involving our IT networks and systems could result in our inability to maintain the building systems relied upon by our customers for their efficient use of their leased space, and the continuation of that circumstance could entitle the affected tenants to abate a portion of their rent.
For example, a cyberattack impacting a building system could result in our inability to maintain that system (or related systems), and if any impacted system is relied upon by our customers for their efficient use of their leased space, then the continuation of that circumstance could entitle the affected tenants to abate a portion of their rent.
Under those circumstances, other sources of capital may not be available to us or may be available only on unattractive terms, which could materially and adversely affect our financial condition and results of operations.
Under those circumstances, other sources of capital may not be available to us or may be available only on unattractive terms, which could materially and adversely affect our financial condition and results of operations. In addition, the cross default provisions on the Credit Facility, senior unsecured notes and term loans may affect business decisions on other debt.
Compliance or failure to comply with the Americans with Disabilities Act or other federal, state, and local regulatory requirements could result in substantial costs. The Americans with Disabilities Act generally requires that certain buildings, including office buildings, be made accessible to disabled persons. We believe that we are currently in compliance with these requirements.
The Americans with Disabilities Act generally requires that certain buildings, including office buildings, be made accessible to disabled persons. We believe that we are currently in compliance with these requirements. Noncompliance could result in the imposition of fines by the federal government or the award of damages to private litigants.
Also, the expense of owning and operating a property is not necessarily proportionally reduced when circumstances such as reduced occupancy or other market factors cause a reduction in revenue from the property. If a property is mortgaged and we are unable to meet the mortgage payments, the lender could foreclose on the mortgage and take title to the property.
Also, the expense of owning and operating a property is not necessarily proportionally reduced when 4 Table of Contents circumstances such as reduced occupancy or other market factors cause a reduction in revenue from the property.
Any such changes may increase our costs or otherwise affect the profitability of our business or the value of our assets. Employee misconduct or misconduct by members of the Board of Directors could adversely impact our ability to execute our business.
Employee misconduct or misconduct by members of the Board of Directors could adversely impact our ability to execute our business.
Our mezzanine loans are secured by a pledge of the ownership interests of the entity or entities that own(s) the property. These types of assets involve a higher degree of risk than long-term senior mortgage lending secured by income-producing real property because the loan may become unsecured as a result of foreclosure by the senior lender.
These types of assets involve a higher degree of risk than long-term senior mortgage lending secured by income-producing real property because the loan may become unsecured as a result of foreclosure by the senior lender. Repayment of a mezzanine loan is dependent on the successful operation of the underlying commercial properties.
As of December 31, 2024, we had 2.4 million aggregate square feet of rental space located on these leased parcels, from which we generated 14% of our total Net Operating Income ("NOI") in the fourth quarter of 2024. In the future, we may invest in additional properties on some of these parcels or additional parcels subject to ground leases.
As of December 31, 2025, we had 2.4 million aggregate square feet of rental space located on these leased parcels, from which we generated 12.3% of our total Net Operating Income ("NOI") in the three months ended December 31, 2025.
Repayment of a mezzanine loan is dependent on the successful operation of the underlying commercial properties. Therefore, mezzanine loans are subject to similar considerations and risks as our investments in operating real estate.
Therefore, mezzanine loans are subject to similar considerations and risks as our investments in operating real estate.
The market price of shares of our common stock may fall significantly in the future, and it may be difficult for our stockholders or holders of our debt securities to resell our common stock at prices they find attractive. If our future operating performance does not meet the projections of our analysts or investors, our stock price could decline.
The market price of shares of our 16 Table of Contents common stock may fall significantly in the future, and it may be difficult for our stockholders or holders of our debt securities to resell our common stock at prices they find attractive. We face risks associated with cyberattacks with respect to our data and systems.
Indoor air quality and water quality issues can stem from inadequate ventilation, chemical contaminants from indoor or outdoor sources, and biological contaminants such as molds, pollen, viruses, and bacteria. When excessive moisture accumulates in buildings or on building materials, mold growth may occur, particularly if the moisture problem remains undiscovered or is not addressed over a period of time.
When excessive moisture accumulates in buildings or on building materials, mold growth may occur, particularly if the moisture problem remains undiscovered or is not addressed over a period of time.
We regularly review our existing portfolio to confirm alignment of each property with our standards for a high-quality tenant experience. Where additional investment in an existing property is anticipated to result in greater leasing success and higher property value, we may undertake selective redevelopment activities, including with respect to lobbies and other common areas.
Where additional investment in an existing property is anticipated to result in greater leasing success and higher property value, we may undertake selective redevelopment activities, including with respect to lobbies and other common areas. Such redevelopment activities bear many of the risks associated with new development, as identified above.
To date, the IRS has issued only limited guidance with respect to certain of the new provisions, and there are numerous interpretive issues that will require further guidance. It is highly likely that technical corrections of legislation will be needed to clarify certain aspects of the new law and give proper effect to Congressional intent.
The legislation has multiple effective dates beginning in 2025. To date, the IRS has issued only limited guidance with respect to certain of the new provisions, and there are numerous interpretive issues that will require further guidance.
In addition, the cross default provisions on the Credit Facility, senior unsecured notes and term loans may affect business decisions on other debt. 10 Table of Contents Some of our mortgages contain customary negative covenants, including limitations on our ability, without the lender’s prior consent, to further mortgage that specific property, to enter into new leases, to modify existing leases, or to redevelop or sell the property.
Some of our mortgages contain customary negative covenants, including limitations on our ability, without the lender’s prior consent, to further mortgage that specific property, to enter into new leases, to modify existing leases, or to redevelop or sell the property. Compliance with these covenants could harm our operational flexibility and financial condition.
A significant downturn in one or more of the foregoing sectors and/or sustained changes in space utilization due to remote or hybrid work models could result in decreased leasing demand and have an adverse effect on our overall results of operations and financial condition.
A significant downturn in one or more of our markets could result in decreased leasing demand and have an adverse effect on our overall results of operations and financial condition. The bankruptcy or insolvency of a major tenant may adversely affect the income produced by our properties.
Failure to develop and maintain sustainable and resilient buildings relative to our peers could adversely impact our ability to lease space at competitive rates and negatively impact our results of operations and portfolio attractiveness. Climate change and severe weather event risks . The physical effects of climate change could have a material adverse effect on our properties, operations, and business.
Climate change and severe weather event risks . The physical effects of climate change could have a material adverse effect on our properties, operations, and business.
There can be no assurance, however, that technical clarifications or changes needed to prevent unintended or unforeseen tax consequences will be enacted by Congress in the near future. Additional changes to tax laws are likely to continue to occur in the future, and we cannot assure investors that any such changes will not adversely affect the taxation of our stockholders.
It is highly likely that technical corrections of legislation will be needed to clarify certain aspects of the new laws and give proper effect to Congressional intent. There can be no assurance, however, that technical clarifications or changes needed to prevent unintended or unforeseen tax consequences will be enacted by Congress in the near future.
Any such changes could have an adverse effect on an investment in shares or on the market value or the resale potential of our properties.
Additional changes to tax laws are likely to continue to occur in the future, and we cannot assure investors that any such changes will not adversely affect the taxation of our stockholders. Any such changes could have an adverse effect on an investment in shares or on the market value or the resale potential of our properties.
While we maintain insurance coverage that may, subject to policy terms and conditions including deductibles, cover specific aspects of cyber risks, such insurance coverage may be insufficient to cover all losses.
Similarly, one or more of our tenants could experience a cyberattack which could impact their operations and ability to perform under the terms of their leases with us. While we maintain insurance coverage that may, subject to policy terms and conditions including deductibles, cover specific aspects of cyberattacks, such insurance coverage may be insufficient to cover all losses.
While certain aspects of a credit rating downgrade are quantifiable, the impact that such a downgrade would have on our liquidity, business, and results of operations in future periods is inherently uncertain and would depend on a number of interrelated factors, including, among other things, the magnitude of the downgrade, the rating relative to peers, the rating assigned by the relevant agency pre-downgrade, individual client behavior, and future mitigating actions we might take.
While certain aspects of a credit rating downgrade are quantifiable, the impact that such a downgrade would have on our liquidity, business, and results of operations in future periods is inherently uncertain and would depend on a number of factors. 10 Table of Contents Real Estate Acquisition and Development Risks We face risks associated with operating property acquisitions.
The bankruptcy or insolvency of a major tenant may adversely affect the income produced by our properties. For example, major tenants such as Silicon Valley Bank Financial and WeWork have previously filed for bankruptcy protection. Other major tenants could file for bankruptcy protection or become insolvent in the future and we cannot evict a tenant on this basis alone.
Major tenants could file for bankruptcy protection or become insolvent in the future and we cannot evict a tenant on this basis alone. On the other hand, a bankrupt tenant may reject and terminate its lease with us.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

2 edited+0 added−0 removed15 unchanged
Biggest changeCybersecurity threats, including as a result of any previous cybersecurity incidents, have not materially affected nor are they reasonably likely to affect the Company, including its business strategy, results of operations or financial condition. For a disclosure of our cybersecurity risks, see Risk Factors in Part I, Item 1A. 20 Table of Contents
Biggest changeCybersecurity threats, including as a result of any previous cybersecurity incidents, have not materially affected nor are they reasonably likely to affect the Company, including its business strategy, results of operations or financial condition. For a disclosure of our cybersecurity risks, see Risk Factors in Part I, Item 1A. 19 Table of Contents
Our Senior Vice President, Chief Information Officer ("CIO") has served in this role for over eight years, and has more than 20 years of experience in the aggregate in various roles involving managing information security, technology infrastructure, IT operations, and developing cybersecurity strategy.
Our Senior Vice President, Chief Information Officer ("CIO") has served in this role for over nine years, and has more than 20 years of experience in the aggregate in various roles involving managing information security, technology infrastructure, IT operations, and developing cybersecurity strategy.

Item 2. Properties

Properties — owned and leased real estate

17 edited+8 added−3 removed8 unchanged
Biggest changeExcept as noted, all information presented is as of December 31, 2024 ($ in thousands): Operating Properties (1) Company's Share Office Properties Rentable Square Feet Financial Statement Presentation Company's Ownership Interest End of Period Leased Weighted Average Occupancy (2) % of Total Net Operating Income (3) Property Level Debt (4) Terminus (5) 1,226,000 Consolidated 100% 82.5% 78.9% 5.5% $ 220,731 Spring & 8th (5) 765,000 Consolidated 100% 100.0% 100.0% 5.1% — Buckhead Plaza (5) 678,000 Consolidated 100% 94.5% 92.8% 4.2% — Northpark (5) 1,539,000 Consolidated 100% 73.8% 71.8% 3.6% — Promenade Tower 777,000 Consolidated 100% 88.8% 82.2% 3.3% — Avalon (5) 480,000 Consolidated 100% 94.7% 93.3% 2.8% — 3344 Peachtree 484,000 Consolidated 100% 97.2% 95.2% 2.7% — 725 Ponce 372,000 Consolidated 100% 87.6% 87.6% 2.6% — 3350 Peachtree 413,000 Consolidated 100% 84.0% 71.4% 1.6% — Promenade Central (6) (7) 367,000 Consolidated 100% 78.4% 74.4% 1.4% — 3348 Peachtree 258,000 Consolidated 100% 80.3% 80.3% 0.9% — Medical Offices at Emory Hospital 358,000 Unconsolidated 50% 99.1% 99.1% 0.9% 41,188 Meridian Mark Plaza 160,000 Consolidated 100% 100.0% 99.3% 0.6% — Proscenium (6) 525,000 Unconsolidated 20% 62.8% 70.7% 0.3% — 120 West Trinity Office 43,000 Unconsolidated 20% 74.2% 74.2% 0.1% — ATLANTA (7) 8,445,000 86.8% 84.1% 35.6% 261,919 The Domain (5) (8) 1,742,000 Consolidated 100% 100.0% 99.5% 12.1% — 300 Colorado 378,000 Consolidated 100% 100.0% 100.0% 4.6% — San Jacinto Center 399,000 Consolidated 100% 89.1% 91.5% 3.2% — Colorado Tower 373,000 Consolidated 100% 98.8% 98.8% 3.1% 103,920 One Eleven Congress 519,000 Consolidated 100% 82.7% 79.9% 3.1% — The Terrace (5) 619,000 Consolidated 100% 82.7% 78.1% 2.7% — Domain Point (5) 240,000 Consolidated 96.5% 96.5% 96.5% 1.4% — Sail Tower (6) 804,000 Consolidated 100% 100.0% 100.0% 1.3% — Research Park V 173,000 Consolidated 100% 93.0% 93.0% 0.8% — AUSTIN (8) 5,247,000 94.9% 93.3% 32.3% 103,920 Corporate Center (5) 1,227,000 Consolidated 100% 95.8% 92.8% 5.4% — Heights Union (5) 294,000 Consolidated 100% 100.0% 100.0% 1.8% — The Pointe 253,000 Consolidated 100% 91.2% 90.0% 0.8% — Harborview Plaza 206,000 Consolidated 100% 93.6% 88.0% 0.6% — TAMPA 1,980,000 95.6% 93.0% 8.6% — Fifth Third Center 692,000 Consolidated 100% 92.1% 92.4% 3.5% 122,690 The RailYard 329,000 Consolidated 100% 98.7% 99.3% 2.1% — Vantage South End (5) (6) 639,000 Consolidated 100% 97.4% 97.4% 1.6% — 550 South 394,000 Consolidated 100% 74.9% 74.9% 1.3% — CHARLOTTE 2,054,000 1569000 91.5% 90.2% 8.5% 122,690 Hayden Ferry (5) (9) 792,000 Consolidated 100% 89.4% 83.3% 3.1% — 100 Mill 288,000 Consolidated 90% 98.1% 98.1% 2.7% — Tempe Gateway 264,000 Consolidated 100% 95.7% 89.5% 1.3% — 111 West Rio 225,000 Consolidated 100% 100.0% 100.0% 1.0% — PHOENIX (9) 1,569,000 94.1% 90.2% 8.1% — Legacy Union One 319,000 Consolidated 100% 100.0% 100.0% 1.6% — 5950 Sherry Lane 197,000 Consolidated 100% 91.7% 83.3% 0.8% — DALLAS 516,000 96.8% 93.6% 2.4% — BriarLake Plaza (5) 835,000 Consolidated 100% 98.0% 97.5% 3.8% — HOUSTON 835,000 98.0% 97.5% 3.8% — TOTAL OFFICE (7) (8) (9) 20,646,000 91.6% 89.2% 99.3% $ 488,529 Table continued on next page 21 Table of Contents Company's Share Office Properties Rentable Square Feet Financial Statement Presentation Company's Ownership Interest End of Period Leased Weighted Average Occupancy (2) % of Total Net Operating Income (3) Property Level Debt (4) Other Properties College Street Garage - Charlotte (6) N/A Consolidated 100% N/A N/A 0.5% — 120 West Trinity Apartment - Atlanta (330 Units) (6) 310,000 Unconsolidated 20% 94.7% 94.1% 0.1% — Domain 4 (8) 157,000 Consolidated 100% 100.0% 100.0% 0.1% TOTAL OTHER 467,000 0.7% $ — TOTAL 21,113,000 100.0% $ 488,529 (1) Operating properties exclude properties in our development pipeline and properties sold prior to December 31, 2024.
Biggest changeExcept as noted, all information presented is as of December 31, 2025 ($ in thousands): Operating Properties (1) Company's Share Office Properties Rentable Square Feet Financial Statement Presentation Company's Ownership Interest End of Period Leased Weighted Average Occupancy (2) % of Total Net Operating Income (3) Property Level Debt (4) The Domain (5) (6) 2,080,000 Consolidated 100% 97.9% 97.9% 12.8% $ — Sail Tower (7) 804,000 Consolidated 100% 100.0% 100.0% 6.9% — 300 Colorado 378,000 Consolidated 100% 100.0% 100.0% 4.0% — One Eleven Congress 519,000 Consolidated 100% 86.4% 82.7% 2.8% — San Jacinto Center 399,000 Consolidated 100% 90.3% 85.9% 2.8% — The Terrace (5) 619,000 Consolidated 100% 88.1% 79.4% 2.4% — Colorado Tower 373,000 Consolidated 100% 89.7% 89.7% 2.4% 101,140 Domain Point (5) 240,000 Consolidated 96.5% 93.6% 93.6% 1.2% — Research Park V 173,000 Consolidated 100% 93.0% 93.0% 0.7% — AUSTIN 5,585,000 94.8% 93.1% 36.0% 101,140 Terminus (5) 1,226,000 Consolidated 100% 83.9% 81.6% 4.8% 220,775 Spring & 8th (5) 765,000 Consolidated 100% 100.0% 100.0% 4.3% — Buckhead Plaza (5) 678,000 Consolidated 100% 95.1% 93.2% 3.8% — Promenade Tower 777,000 Consolidated 100% 87.1% 80.5% 3.5% — 725 Ponce 372,000 Consolidated 100% 87.6% 87.6% 2.4% — 3344 Peachtree 484,000 Consolidated 100% 94.5% 96.7% 2.4% — Northpark (5) 1,405,000 Consolidated 100% 82.2% 69.1% 2.3% — Avalon (5) 480,000 Consolidated 100% 99.2% 88.8% 2.3% — 3350 Peachtree 413,000 Consolidated 100% 90.8% 90.8% 1.6% — Promenade Central 367,000 Consolidated 100% 83.2% 78.4% 1.4% — 3348 Peachtree 258,000 Consolidated 100% 77.0% 77.0% 0.8% — Meridian Mark Plaza 160,000 Consolidated 100% 100.0% 100.0% 0.7% — Medical Offices at Emory Hospital 358,000 Unconsolidated 50% 99.1% 99.1% 0.7% 41,244 Proscenium (7) 525,000 Unconsolidated 20% 44.8% 46.9% 0.1% — 120 West Trinity Office 43,000 Unconsolidated 20% 74.2% 74.2% 0.1% — ATLANTA 8,311,000 88.5% 84.2% 31.2% 262,019 Vantage South End (5) (7) 639,000 Consolidated 100% 97.4% 97.4% 4.2% — The RailYard 329,000 Consolidated 100% 99.0% 98.1% 1.8% — 201 N.
Management's Discussion and Analysis of Financial Condition and Results of Operations for the definition of net operating income and a reconciliation to Net Income. (4) The Company's share of property-specific mortgage debt, net of unamortized loan costs, as of December 31, 2024. (5) Contains two or more buildings that are grouped together for reporting purposes.
Management's Discussion and Analysis of Financial Condition and Results of Operations for the definition of net operating income and a reconciliation to Net Income. (4) The Company's share of property-specific mortgage debt, net of unamortized loan costs, as of December 31, 2025. (5) Contains two or more buildings that are grouped together for reporting purposes.
(2) The weighted average economic occupancy of the property over the period for which the property was available for occupancy during the three months ended December 31, 2024. (3) The Company's share of net operating income for the three months ended December 31, 2024. See Item 7.
(2) The weighted average economic occupancy of the property over the period for which the property was available for occupancy during the three months ended December 31, 2025. (3) The Company's share of net operating income for the three months ended December 31, 2025. See Item 7.
(2) Annualized Rent represents the annualized cash rent including the tenant's share of estimated operating expenses, if applicable, paid by the tenant as of December 31, 2024.
(2) Annualized Rent represents the annualized cash rent including the tenant's share of estimated operating expenses, if applicable, paid by the tenant as of December 31, 2025.
The properties included in the table above have annualized rent of $843.7 million, which represents the sum of the annualized cash rent including tenant's share of estimated operating expenses, if applicable, each tenant is paying as of the end of the reporting period.
The properties included in the table above have annualized rent of $892.5 million, which represents the sum of the annualized cash rent including tenant's share of estimated operating expenses, if applicable, each tenant is paying as of the end of the reporting period.
Leases that have been signed but have not commenced are excluded. 24 Table of Contents Tenant Industry Diversification As of December 31, 2024, our tenant industry diversification was as follows: Industry (1) Percentage of Company's Share of Annualized Rent (2) Technology 31.2 % Financial 14.3 % Professional Services 9.3 % Legal 8.7 % Consumer Goods & Services 7.2 % Energy 6.9 % Health Care 5.6 % Real Estate 5.2 % Insurance 3.8 % Other 3.9 % Marketing/Media/Telecom 2.2 % Construction/Design 1.7 % Total 100.0 % (1) Management uses SIC codes when available, along with judgment, to determine tenant industry classification.
Leases that have been signed but have not commenced are excluded. 23 Table of Contents Tenant Industry Diversification As of December 31, 2025, our tenant industry diversification was as follows: Industry (1) Percentage of Company's Share of Annualized Rent (2) Technology 30.5 % Financial 13.4 % Professional Services 9.6 % Legal 9.4 % Energy 6.5 % Consumer Goods & Services 6.2 % Real Estate 5.4 % Health Care 5.2 % Other 4.8 % Insurance 4.3 % Marketing/Media/Telecom 2.4 % Construction/Design 2.3 % Total 100.0 % (1) Management uses SIC codes when available, along with judgment, to determine tenant industry classification.
If the tenant is in a free rent period as of December 31, 2024, Annualized Rent represents the annualized contractual rent the tenant will pay in the first month it is required to pay full cash rent. Included in annualized rent is $10.2 million of annualized rent for tenants in a free rent period.
If the tenant is in a free rent period as of December 31, 2025, Annualized Rent represents the annualized contractual rent the tenant will pay in the first month it is required to pay full cash rent. Included in annualized rent is $11.3 million of annualized rent for tenants in a free rent period.
The estimated project cost includes revisions related to updated initial leasing costs and construction loan interest costs. 25 Table of Contents Land Holdings As of December 31, 2024, we owned the following land holdings, either directly or indirectly through joint ventures: Market Company's Ownership Interest Financial Statement Presentation Total Developable Land (Acres) 3354/3356 Peachtree Atlanta 95% Consolidated 3.2 715 Ponce Atlanta 50% Unconsolidated 1.0 887 West Peachtree Atlanta 100% Consolidated 1.6 Domain Point 3 Austin 90% Consolidated 1.7 Domain Central Austin 100% Consolidated 5.6 South End Station Charlotte 100% Consolidated 3.4 303 Tremont Charlotte 100% Consolidated 2.4 Legacy Union 2 & 3 Dallas 95% Consolidated 4.0 Corporate Center 5 & 6 (1) Tampa 100% Consolidated 14.1 Total 37.0 Total Cost Basis of Land ($ in thousands) $ 162,810 Company's Share of Cost Basis of Land ($ in thousands) $ 156,006 (1) Corporate Center 5 is controlled through a long-term ground lease.
The estimated project cost includes revisions related to updated initial leasing costs and construction loan interest costs. 24 Table of Contents Land Holdings As of December 31, 2025, we owned the following land holdings, either directly or indirectly through joint ventures: Market Company's Ownership Interest Financial Statement Presentation Total Developable Land (Acres) 3354/3356 Peachtree Atlanta 95% Consolidated 3.2 715 Ponce Atlanta 50% Unconsolidated 1.0 887 West Peachtree Atlanta 100% Consolidated 1.6 Domain Point 3 Austin 90% Consolidated 1.7 Domain Central Austin 100% Consolidated 5.6 South End Station Charlotte 100% Consolidated 3.4 303 Tremont (1) Charlotte 100% Consolidated 2.4 Legacy Union 2 & 3 Dallas 95% Consolidated 4.0 Corporate Center 5 & 6 (2) Tampa 100% Consolidated 14.1 Total 37.0 Total Cost Basis of Land ($ in thousands) $ 162,809 Company's Share of Cost Basis of Land ($ in thousands) $ 156,003 (1) 303 Tremont is under contract for sale and is expected to close in the second half of 2026.
Development Pipeline (1) As of December 31, 2024, information on our projects under development was as follows ($ in thousands): Project Type Market Company's Ownership Interest Construction Start Date Square Feet/Units Estimated Project Cost (1) Company's Share of Estimated Project Cost (1) Project Cost Incurred to Date (1) Company's Share of Project Cost Incurred to Date (1) Percent Leased Initial Occupancy (2) Neuhoff (3) Mixed Nashville 50 % 3Q21 $ 589,100 $ 294,550 $ 543,461 $ 271,731 Office and Retail 450,000 46 % 4Q23 Apartments 542 38 % 2Q24 Domain 9 Office Austin 100 % 2Q21 338,000 147,000 147,000 130,840 130,840 98 % 1Q24 Total $ 736,100 $ 441,550 $ 674,301 $ 402,571 (1) This schedule shows projects currently under active development through the substantial completion of construction as well as properties in an initial lease up period prior to stabilization.
Development Pipeline (1) As of December 31, 2025, information on our projects under development was as follows ($ in thousands): Project Type Market Company's Ownership Interest Construction Start Date Square Feet/Units Estimated Project Cost (1) Company's Share of Estimated Project Cost (1) Project Cost Incurred to Date (1) Company's Share of Project Cost Incurred to Date (1) Percent Leased Initial Occupancy (2) Neuhoff (3) Mixed Nashville 50 % 3Q21 $ 589,100 $ 294,550 $ 582,617 $ 291,309 Office and Retail 450,000 53 % 4Q23 Apartments 542 89 % 2Q24 Total $ 589,100 $ 294,550 $ 582,617 $ 291,309 (1) This schedule shows projects currently under active development through the substantial completion of construction as well as properties in an initial lease up period prior to stabilization.
(9) Hayden Ferry 1 in this group of buildings has been excluded from Same Property, end of period leased as of December 31, 2024, and weighted average occupancy for the quarter ended December 31, 2024 due to commencement of a full redevelopment of this building effective October 1, 2023.
(8) Effective October 1, 2023, Hayden Ferry I, a 207,000 square foot building, in this group of buildings was excluded from Same Property, end of period leased, and weighted average occupancy due to commencement of the current full redevelopment of this building.
It is also excluded from the Phoenix and Total Office end of period leased and weighted average occupancy calculations.
This building will be excluded from the Phoenix and Total Office end of period leased and weighted average occupancy calculations until stabilized .
It includes the minimum base rent and an estimate of the tenant's share of operating expenses, if applicable, as defined in the respective leases. 23 Table of Contents Top 20 Office Tenants As of December 31, 2024, our top 20 office tenants were as follows: Tenant (1) Number of Properties Occupied Number of Markets Occupied Company's Share of Square Footage Company's Share of Annualized Rent (in thousands) (2) Percentage of Company's Share of Annualized Rent Weighted Average Remaining Lease Term (Years) 1 Amazon 5 3 1,296,397 $ 69,610 8.1% 5.2 2 Alphabet 1 1 799,149 53,924 6.3% 13.1 3 NCR Voyix 2 2 815,634 41,277 4.8% 8.4 4 ExxonMobil 2 1 359,660 25,176 2.9% 6.7 5 IBM (3) 1 1 319,863 18,755 2.2% 15.7 6 Expedia 1 1 315,882 17,139 2.0% 6.2 7 Apache 1 1 365,614 14,623 1.7% 13.8 8 Bank of America 2 2 347,139 12,910 1.5% 1.0 9 Ovintiv USA 1 1 318,582 8,437 1.0% 2.5 10 ADP 1 1 225,000 7,894 0.9% 3.2 11 Wells Fargo 5 3 159,114 7,628 0.9% 5.0 12 Smurfit Westrock 1 1 205,185 7,535 0.9% 5.3 13 BlackRock 1 1 131,656 7,297 0.9% 11.4 14 Amgen 1 1 163,169 6,833 0.8% 3.8 15 Lendingtree 1 1 161,321 6,805 0.8% 11.8 16 Workrise Technologies 1 1 93,210 6,678 0.8% 3.6 17 McKinsey & Company 2 2 130,513 6,541 0.8% 7.9 18 Regus Equity Business Centers 4 4 123,625 6,474 0.8% 7.3 19 Samsung Engineering America 1 1 133,860 6,367 0.7% 1.9 20 Allstate 1 1 148,262 5,937 0.7% 5.0 Total 6,612,835 $ 337,840 39.5% 7.5 (1) In some cases, the actual tenant may be an affiliate of the entity shown, and the entity shown may not be a guarantor of the obligations of that tenant.
It includes the minimum base rent and an estimate of the tenant's share of operating expenses, if applicable, as defined in the respective leases. 22 Table of Contents Top 20 Office Tenants As of December 31, 2025, our top 20 office tenants were as follows: Tenant (1) Number of Properties Occupied Number of Markets Occupied Company's Share of Square Footage Company's Share of Annualized Rent (in thousands) (2) Percentage of Company's Share of Annualized Rent Weighted Average Remaining Lease Term (Years) 1 Amazon 5 3 1,461,805 $ 79,741 8.9% 4.7 2 Alphabet 1 1 799,149 54,936 6.1% 12.1 3 NCR Voyix 2 2 815,634 42,692 4.8% 7.4 4 ExxonMobil 1 1 298,396 21,850 2.4% 7.0 5 IBM 1 1 319,863 19,032 2.1% 14.7 6 Expedia 1 1 315,882 17,546 2.0% 5.2 7 Apache 1 1 362,803 14,743 1.6% 12.9 8 Ovintiv USA (3) 1 1 318,582 8,564 1.0% 1.2 9 Deloitte 4 3 193,751 8,478 0.9% 7.9 10 McGuireWoods LLP 2 2 176,498 8,211 0.9% 16.4 11 ADP 1 1 225,000 8,099 0.9% 2.2 12 Wells Fargo 5 3 159,114 7,833 0.9% 4.0 13 BlackRock 1 1 131,656 7,745 0.9% 10.4 14 Smurfit Westrock 1 1 181,286 7,028 0.8% 4.3 15 Amgen 1 1 163,169 6,874 0.8% 2.8 16 McKinsey & Company 2 2 130,513 6,794 0.8% 6.9 17 RigUp 1 1 93,210 6,773 0.8% 2.6 18 International Workplace Group 4 4 123,625 6,552 0.7% 6.3 19 Samsung Engineering America 1 1 133,860 6,507 0.7% 0.9 20 Time Warner Cable 2 1 119,018 6,301 0.6% 2.8 Total 6,522,814 $ 346,299 38.6% 7.1 (1) In some cases, the actual tenant may be an affiliate of the entity shown, and the entity shown may not be a guarantor of the obligations of that tenant.
This building will be excluded from the Atlanta and Total Office end of period leased and weighted average occupancy calculations until stabilized. (8) Effective September 1, 2024, Domain 4 is excluded from the square footage, end of period leased, and weighted average occupancy, and it is not included in Same Property as of December 31, 2024.
(6) Effective September 1, 2024, Domain 4 was excluded from the square footage, end of period leased, and weighted average occupancy, and it is not included in Same Property as of December 31, 2025. The Company plans to replace Domain 4, once its leases expire, with future development. (7) Not included in Same Property as of December 31, 2025.
For residential project construction, the Company continues to capitalize interest, real estate taxes, and certain operating expenses until cessation of major construction activity. (3) The Neuhoff estimated project cost will be funded with a combination of $276.4 million of equity contributed by the joint venture partners and a $312.7 million construction loan.
For residential project construction, the Company continues to capitalize interest, real estate taxes, and certain operating expenses until cessation of major construction activity.
Included in this amount is $43.5 million related to tenants in free rent period as of December 31, 2024 due to free rent concessions.
Included in this amount is $52.3 million related to tenants in free rent period as of December 31, 2025 due to free rent concessions. For those tenants, annualized rent is calculated based on the annualized rent the tenant will pay in the first period it is required to pay rent.
(6) Not included in Same Property as of December 31, 2024. See Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations for the definition of Same Property. (7) A full building redevelopment of Promenade Central reached substantial completion in the fourth quarter of 2022.
See Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations for the definition of Same Property.
For those tenants, annualized rent is calculated based on the annualized rent the tenant will pay in the first period it is required to pay rent. 22 Table of Contents Office Lease Expirations (1) As of December 31, 2024, our leases expire as follows: Year of Expiration Square Feet Expiring % of Leased Space Annual Contractual Rent (in thousands) (2) % of Annual Contractual Rent Annual Contractual Rent/Sq.
(3) Annual cost of commissions and tenant improvements on a per square foot basis generally incurred within a year of lease execution, most of which have been paid in full. 21 Table of Contents Office Lease Expirations (1) As of December 31, 2025, our leases expire as follows: Year of Expiration Square Feet Expiring % of Leased Space Annual Contractual Rent (in thousands) (2) % of Annual Contractual Rent Annual Contractual Rent/Sq.
Removed
The Company plans to replace Domain 4, once its leases expire, with future development.
Added
Tryon 692,000 Consolidated 100% 52.6% 53.1% 1.7% 118,885 550 South 394,000 Consolidated 100% 55.8% 61.6% 0.9% — CHARLOTTE 2,054,000 74.6% 75.7% 8.6% 118,885 Corporate Center (5) 1,227,000 Consolidated 100% 97.6% 94.5% 5.0% — Heights Union (5) 294,000 Consolidated 100% 100.0% 100.0% 1.6% — The Pointe 253,000 Consolidated 100% 93.9% 90.3% 0.8% — Harborview Plaza 206,000 Consolidated 100% 80.9% 64.7% 0.4% — TAMPA 1,980,000 95.8% 91.7% 7.8% — Hayden Ferry (5) (8) 792,000 Consolidated 100% 95.4% 92.2% 3.0% — 100 Mill 288,000 Consolidated 90% 98.1% 98.1% 2.3% — Tempe Gateway 264,000 Consolidated 100% 95.9% 95.7% 1.4% — 111 West Rio 225,000 Consolidated 100% 100.0% 100.0% 0.8% — PHOENIX 1,569,000 96.8% 95.4% 7.5% — The Link (6) 292,000 Consolidated 100% 93.6% 93.6% 2.6% Legacy Union One 319,000 Consolidated 100% 100.0% 100.0% 1.4% — 5950 Sherry Lane 197,000 Consolidated 100% 90.2% 90.6% 0.8% — DALLAS 808,000 95.3% 95.4% 4.8% — BriarLake Plaza (5) 835,000 Consolidated 100% 97.4% 97.4% 3.3% — HOUSTON 835,000 97.4% 97.4% 3.3% — TOTAL OFFICE 21,142,000 90.7% 88.3% 99.2% $ 482,044 Table continued on next page 20 Table of Contents Company's Share Office Properties Rentable Square Feet Financial Statement Presentation Company's Ownership Interest End of Period Leased Weighted Average Occupancy (2) % of Total Net Operating Income (3) Property Level Debt (4) Other Properties (7) College Street Garage - Charlotte N/A Consolidated 100% N/A N/A 0.6% — 120 West Trinity Apartment - Atlanta (330 Units) 310,000 Unconsolidated 20% 96.6% 96.0% 0.1% — Domain 4 (6) 157,000 Consolidated 100% 33.4% 33.4% 0.1% — TOTAL OTHER 467,000 0.8% $ — TOTAL 21,609,000 100.0% $ 482,044 (1) Operating properties exclude properties in our development pipeline and properties sold prior to December 31, 2025.
Removed
Ft. 2025 1,397,186 7.7 % $ 61,025 6.3 % $ 43.68 2026 1,221,585 6.7 % 56,897 5.8 % 46.58 2027 1,645,532 9.1 % 76,017 7.8 % 46.20 2028 1,629,295 9.0 % 83,183 8.5 % 51.05 2029 1,753,133 9.6 % 91,851 9.4 % 52.39 2030 1,545,127 8.5 % 80,928 8.3 % 52.38 2031 1,292,870 7.1 % 75,815 7.8 % 58.64 2032 2,207,844 12.1 % 127,876 13.1 % 57.92 2033 1,147,859 6.3 % 67,279 6.9 % 58.61 2034 &Thereafter 4,336,497 23.9 % 252,099 26.1 % 58.13 Total 18,176,928 100.0 % $ 972,970 100.0 % $ 53.53 (1) Company's share of leases expiring after December 31, 2024.
Added
A calculation of our office portfolio’s average effective annual rent per square foot as of December 31, 2025 and 2024 is as follows: As of December 31, 2025 2024 In-place gross rent (1) $ 49.91 $ 47.94 Net free rent (2) (3.05) (2.39) Leasing commissions (3) (2.41) (2.20) Tenant improvements (3) (6.14) (5.75) Total leasing costs (11.60) (10.34) Average effective annual rent $ 38.31 $ 37.60 (1) In-place gross rent equals the annualized cash rent including the tenant's share of estimated operating expenses, if applicable, as of the end of the period divided by occupied square feet.
Removed
(3) IBM has assumed, effective January 1, 2026, the existing lease at Domain 12 from Meta Platforms. Additionally, IBM has extended the lease maturity from 2031 to 2040. Note: This schedule includes leases that have commenced.
Added
If the tenant is in a free rent period, annualized rent represents the annualized contractual rent the tenant will pay in the first month it is required to pay full cash rent. (2) Annualized cost on a per square foot basis of leases in a free rent period as of the end of the period.
Added
Ft. 2026 1,049,119 5.7 % $ 48,193 4.8 % $ 45.94 2027 1,370,395 7.5 % 67,550 6.7 % 49.29 2028 1,728,499 9.4 % 88,842 8.8 % 51.40 2029 1,763,432 9.6 % 92,636 9.1 % 52.53 2030 1,694,868 9.2 % 88,455 8.7 % 52.19 2031 1,511,122 8.2 % 84,879 8.4 % 56.17 2032 2,284,537 12.4 % 131,790 13.0 % 57.69 2033 1,296,624 7.1 % 76,943 7.6 % 59.34 2034 1,140,459 6.2 % 65,186 6.4 % 57.16 2035 & Thereafter 4,516,257 24.7 % 268,190 26.5 % 59.38 Total 18,355,312 100.0 % $ 1,012,664 100.0 % $ 55.17 (1) Company's share of leases expiring after December 31, 2025.
Added
(3) Our current lease with Ovintiv USA is a triple net lease. Therefore, the Company’s share of annualized rent represents only base rent. In the third quarter of 2025, the Company proactively entered into an early termination agreement with Ovintiv. Approximately 88% of Ovintiv’s premises is subleased and upon Ovintiv’s expiration the subtenants will become direct tenants.
Added
Each subtenant’s remaining lease term is included in the remaining lease term reflected for Ovintiv above. Note: This schedule includes leases that have commenced.
Added
(3) The Neuhoff estimated project cost is being funded with a combination of $315.6 million of equity contributed by the joint venture partners and a construction loan with a current capacity of $273.5 million of which the Company's share is $136.8 million. See note 6 to the Condensed Consolidated Financial Statements for additional information on the construction loan.
Added
(2) Corporate Center 5 is controlled through a long-term ground lease.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

7 edited+1 added−1 removed1 unchanged
Biggest changeMcColl was appointed Executive Vice President in December 2011. From February 2010 to December 2011, Mr. McColl served as Executive Vice President-Development, Office Leasing and Asset Management. From May 1997 to February 2010, Mr. McColl served as Senior Vice President. Ms. Roper was appointed Executive Vice President, General Counsel, and Corporate Secretary in February 2017.
Biggest changeFrom May 1997 to February 2010, Mr. McColl served as Senior Vice President. Ms. Roper was appointed Executive Vice President, General Counsel, and Corporate Secretary in February 2017. From October 2012 to February 2017, Ms. Roper served as Senior Vice President, General Counsel, and Corporate Secretary. From February 2008 to October 2012, Ms.
Symes 59 Senior Vice President and Chief Accounting Officer Family Relationships There are no family relationships among the Executive Officers or Directors. Term of Office The term of office for all officers begins and expires at the annual stockholders’ meeting. The Board retains the power to remove any officer at any time. Business Experience Mr.
Symes 60 Senior Vice President and Chief Accounting Officer Family Relationships There are no family relationships among the Executive Officers or Directors. Term of Office The term of office for all officers begins and expires at the annual stockholders’ meeting. The Board retains the power to remove any officer at any time. Business Experience Mr.
Item 4. Mine Safety Disclosures Not applicable. 26 Table of Contents Item X. Information about our Executive Officers The Executive Officers of the Registrant, as of the date hereof, are as follows: Name Age Office Held M. Colin Connolly 48 President, Chief Executive Officer and Director Gregg D. Adzema 59 Executive Vice President and Chief Financial Officer J.
Item 4. Mine Safety Disclosures Not applicable. 25 Table of Contents Item X. Information about our Executive Officers The Executive Officers of the Registrant, as of the date hereof, are as follows: Name Age Office Held M. Colin Connolly 49 President, Chief Executive Officer and Director Gregg D. Adzema 60 Executive Vice President and Chief Financial Officer J.
Connolly served as Executive Vice President and Chief Investment Officer. From May 2013 to December 2015, Mr. Connolly served as Senior Vice President and Chief Investment Officer. Mr. Adzema was appointed Executive Vice President and Chief Financial Officer in November 2010. Ms. Hicks was appointed Executive Vice President, Chief Investment Officer, and Managing Director in December 2022.
Connolly served as Executive Vice President and Chief Investment Officer. From May 2013 to December 2015, Mr. Connolly served as Senior Vice President and Chief Investment Officer. Mr. Adzema was appointed Executive Vice President and Chief Financial Officer in November 2010. Ms.
Kennedy Hicks 41 Executive Vice President, Chief Investment Officer and Managing Director Richard G. Hickson IV 50 Executive Vice President, Operations John S. McColl 62 Executive Vice President, Development Pamela F. Roper 51 Executive Vice President, General Counsel and Corporate Secretary Jeffrey D.
Kennedy Hicks 42 Executive Vice President and Chief Investment Officer Richard G. Hickson IV 51 Executive Vice President, Operations John S. McColl 63 Executive Vice President, Development Pamela F. Roper 52 Executive Vice President, General Counsel and Corporate Secretary Jeffrey D.
Symes joined the Company in February 2020 and was appointed Senior Vice President and Chief Accounting Officer in March 2020. 27 Table of Contents PART II
Roper served as Senior Vice President, Associate General Counsel, and Assistant Secretary. Mr. Symes joined the Company in February 2020 and was appointed Senior Vice President and Chief Accounting Officer in March 2020. 26 Table of Contents PART II
From October 2020 to December 2022, Ms. Hicks served as Executive Vice President of Investments. Ms. Hicks joined Cousins in November 2018 as Senior Vice President of Investments. Mr. Hickson was appointed Executive Vice President of Operations in October 2018. Mr. Hickson joined Cousins in September 2016 as Senior Vice President responsible for Asset Management. Mr.
Hickson was appointed Executive Vice President of Operations in October 2018. Mr. Hickson joined Cousins in September 2016 as Senior Vice President responsible for Asset Management. Mr. McColl was appointed Executive Vice President in December 2011. From February 2010 to December 2011, Mr. McColl served as Executive Vice President-Development, Office Leasing and Asset Management.
Removed
From October 2012 to February 2017, Ms. Roper served as Senior Vice President, General Counsel, and Corporate Secretary. From February 2008 to October 2012, Ms. Roper served as Senior Vice President, Associate General Counsel, and Assistant Secretary. Mr.
Added
Hicks was appointed Executive Vice President, Chief Investment Officer, and Managing Director in December 2022 and in 2025, began exclusively serving as Executive Vice President and Chief Investment Officer. From October 2020 to December 2022, Ms. Hicks served as Executive Vice President of Investments. Ms. Hicks joined Cousins in November 2018 as Senior Vice President of Investments. Mr.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeCOMPARISON OF CUMULATIVE TOTAL RETURN OF ONE OR MORE COMPANIES, PEER GROUPS, INDUSTRY INDICES, AND/OR BROAD MARKETS Fiscal Year Ended Index 12/31/2019 12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 Cousins Properties Incorporated 100.00 85.24 105.10 68.67 70.05 92.87 NYSE Composite Index 100.00 106.99 129.11 117.04 133.16 154.19 FTSE Nareit Equity Index 100.00 92.00 131.78 99.67 113.35 123.25 FTSE Nareit Equity Office Index 100.00 81.56 99.50 62.07 74.67 90.72 28 Table of Contents
Biggest changeCOMPARISON OF CUMULATIVE TOTAL RETURN OF ONE OR MORE COMPANIES, PEER GROUPS, INDUSTRY INDICES, AND/OR BROAD MARKETS Fiscal Year Ended Index 12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 12/31/2025 Cousins Properties Incorporated 100.00 123.30 80.55 82.18 108.94 95.72 NYSE Composite Index 100.00 120.68 109.39 124.46 144.12 169.62 FTSE Nareit Equity Index 100.00 143.24 108.34 123.21 133.97 137.83 FTSE Nareit Equity Office Index 100.00 122.00 76.10 91.55 111.24 95.67 27 Table of Contents
Purchases of Equity Securities There were no purchases of common stock by the Company during the fourth quarter of 2024. Performance Graph The following graph compares the five-year cumulative total return of our common stock with the NYSE Composite Index, the FTSE Nareit Equity Index, and the FTSE Nareit Equity Office Index.
Purchases of Equity Securities There were no purchases of common stock by the Company during the fourth quarter of 2025. Performance Graph The following graph compares the five-year cumulative total return of our common stock with the NYSE Composite Index, the FTSE Nareit Equity Index, and the FTSE Nareit Equity Office Index.
The graph assumes a $100 investment in each of the indices on December 31, 2019 and the reinvestment of all dividends.
The graph assumes a $100 investment in each of the indices on December 31, 2020 and the reinvestment of all dividends.
Item 5. Market for Registrant’s Common Stock and Related Stockholder Matters Market Information and Holders Our common stock trades on the New York Stock Exchange (ticker symbol: CUZ). On January 30, 2025, there were 7,829 stockholders of record of our common stock.
Item 5. Market for Registrant’s Common Stock and Related Stockholder Matters Market Information and Holders Our common stock trades on the New York Stock Exchange (ticker symbol: CUZ). On January 30, 2026, there were 7,302 stockholders of record of our common stock.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

77 edited+36 added−27 removed70 unchanged
Biggest changeThe following table reconciles net income to consolidated NOI for each of periods presented ($ in thousands): Year Ended December 31, 2024 2023 Net Income $ 46,581 $ 83,816 Fee income (1,761) (1,373) Termination fee income (3,405) (7,343) Other income (7,224) (2,454) General and administrative expenses 36,566 32,331 Interest expense 122,476 105,463 Depreciation and amortization 365,045 314,897 Reimbursed expenses 634 608 Other expenses 2,097 2,128 Loss (income) from unconsolidated joint ventures 2,796 (2,299) Gain on investment property transactions (98) (504) Net Operating Income $ 563,707 $ 525,270 33 Table of Contents Consolidated rental property revenues, rental property operating expenses, and NOI changed between the 2024 and 2023 periods as follows ($ in thousands): Year Ended December 31, 2024 2023 $ Change % Change Rental Property Revenues Same Property $ 802,470 $ 766,978 $ 35,492 4.6 % Non-Same Property 41,898 24,726 17,172 69.4 % Termination Fee Income 3,405 7,343 (3,938) (53.6) % Total Rental Property Revenues $ 847,773 $ 799,047 $ 48,726 6.1 % Rental Property Operating Expenses Same Property $ 267,051 $ 257,873 $ 9,178 3.6 % Non-Same Property 13,610 8,561 5,049 59.0 % Total Rental Property Operating Expenses $ 280,661 $ 266,434 $ 14,227 5.3 % Net Operating Income Same Property NOI $ 535,419 $ 509,105 $ 26,314 5.2 % Non-Same Property NOI 28,288 16,165 12,123 75.0 % Total NOI $ 563,707 $ 525,270 $ 38,437 7.3 % Same Property NOI represents Net Operating Income for those office properties that were stabilized and owned by us for the entirety of the 2023 and 2024 reporting periods presented.
Biggest changeSame Property NOI allows analysts, investors, and management to analyze continuing operations and evaluate the growth trend of our portfolio. 32 Table of Contents The following table reconciles net income to consolidated NOI for each of periods presented ($ in thousands): Year Ended December 31, 2025 2024 Net Income $ 41,252 $ 46,581 Fee income (2,044) (1,761) Termination fee income (5,087) (3,405) Other income (11,225) (7,224) General and administrative expenses 38,642 36,566 Interest expense 159,241 122,476 Depreciation and amortization 415,359 365,045 Operating property impairment 13,286 — Land and related predevelopment cost impairment 1,034 — Reimbursed expenses 544 634 Other expenses 1,801 2,097 Loss from unconsolidated joint ventures 8,159 2,796 Gain on investment property transactions — (98) Net Operating Income $ 660,962 $ 563,707 Consolidated rental property revenues, rental property operating expenses, and NOI changed between the 2025 and 2024 periods as follows ($ in thousands): Year Ended December 31, 2025 2024 $ Change % Change Rental Property Revenues Same Property $ 834,271 $ 815,244 $ 19,027 2.3 % Non-Same Property 141,189 29,124 112,065 384.8 % Termination Fee Income 5,087 3,405 1,682 49.4 % Total Rental Property Revenues $ 980,547 $ 847,773 $ 132,774 15.7 % Rental Property Operating Expenses Same Property $ 278,949 $ 272,668 $ 6,281 2.3 % Non-Same Property 35,549 7,993 27,556 344.8 % Total Rental Property Operating Expenses $ 314,498 $ 280,661 $ 33,837 12.1 % Net Operating Income Same Property NOI $ 555,322 $ 542,576 $ 12,746 2.3 % Non-Same Property NOI 105,640 21,131 84,509 399.9 % Total NOI $ 660,962 $ 563,707 $ 97,255 17.3 % Same Property NOI represents Net Operating Income for those office properties that were stabilized and owned by us for the entirety of the 2025 and 2024 reporting periods presented.
Under the 2022 Term Loan the interest rate applicable varies according to our credit rating and leverage ratio and may, at our election, be determined based on either (1) the Daily SOFR or Term SOFR, plus a SOFR adjustment of 0.10% ("Adjusted SOFR") and a spread of between 0.80% and 1.60%, or (2) the greater of (i) Bank of America's prime rate, (ii) the federal funds rate plus 0.50%, (iii) Term SOFR, plus a SOFR adjustment of 0.10%, and 1.00%, (iv) or 1.00%, plus a spread of between 0.00% and 0.65%, based on leverage.
Under the 2022 Term Loan, the applicable interest rate varies according to our credit rating and leverage ratio and may, at our election, be determined based on either (1) the Daily SOFR or Term SOFR, plus a SOFR adjustment of 0.10% ("Adjusted SOFR") and a spread of between 0.80% and 1.60%, or (2) the greater of (i) Bank of America's prime rate, (ii) the federal funds rate plus 0.50%, (iii) Term SOFR, plus a SOFR adjustment of 0.10%, and 1.00%, or (iv) 1.00%, plus a spread of between 0.00% and 0.65%, based on leverage.
At December 31, 2024, the spread over the underlying SOFR rates was 1.00% for the 2021 Term Loan. On September 27, 2022, we entered into a floating-to-fixed interest rate swap with respect to the $350 million 2021 Term Loan through the initial maturity date of August 30, 2024.
At December 31, 2025, the spread over the underlying SOFR rates was 1.00% for the 2021 Term Loan. On September 27, 2022, we entered into a floating-to-fixed interest rate swap with respect to the $350 million 2021 Term Loan through the initial maturity date of August 30, 2024.
Termination fee income, included in rental property revenue, is recognized on a straight-line basis from the date of the executed termination agreement through lease expiration when the amount of the fee is determinable and collectability of the fee is reasonably assured.
Termination fee income, included in rental property revenue, is recognized on a straight-line basis from the date the termination is executed through lease expiration when the amount of the fee is determinable and collectability of the fee is reasonably assured.
The 2032 Notes and the 2034 Notes are sometimes referred to herein as the "public senior unsecured notes." The public senior unsecured notes are subject to certain typical 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.
The 2032 Notes and the 2034 Notes are sometimes referred to herein as the "public senior unsecured notes." The above described senior unsecured notes are subject to certain typical 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.
(2) Interest on variable rate obligations is based on balances and effective rates as of December 31, 2024. Credit Facility On May 2, 2022, we entered into a Fifth Amended and Restated Credit Agreement (the "Credit Facility") under which we may borrow up to $1 billion if certain conditions are satisfied.
(2) Interest on variable rate obligations is based on balances and effective rates as of December 31, 2025. Credit Facility On May 2, 2022, we entered into a Fifth Amended and Restated Credit Agreement (the "Credit Facility") under which we may borrow up to $1 billion if certain conditions are satisfied.
The proceeds were used to fund part of the purchase prices for the Sail Tower Acquisition and the Vantage Acquisition in December 2024. The 2032 Notes had issuance costs of $3.6 million and mature on February 15, 2032. In August 2024, CPLP issued $500 million in aggregate principal amount of 5.875% senior unsecured notes.
The proceeds were used to fund part of the purchase prices for the Sail Tower and the Vantage acquisitions in December 2024. The 2032 Notes had issuance costs of $3.6 million and mature on February 15, 2032. In August 2024, CPLP issued $500 million in aggregate principal amount of 5.875% senior unsecured notes.
Overview of 2024 Performance and Company and Industry Trends Our strategy is to create value for our stockholders through ownership of the premier office portfolio in Sun Belt markets of the United States, with a particular focus on Atlanta, Austin, Tampa, Charlotte, Phoenix, Dallas, and Nashville.
Overview of 2025 Performance and Company and Industry Trends Our strategy is to create value for our stockholders through ownership of the premier office portfolio in Sun Belt markets of the United States, with a particular focus on Austin, Atlanta, Charlotte, Tampa, Phoenix, Dallas, and Nashville.
If we determine certain costs to be direct or indirect project costs, amounts recorded in projects under development on the balance sheet and amounts recorded in general and administrative and other expenses on the statements of operations could be materially different than if we determine these costs are not directly or indirectly associated with the project.
If we determine certain costs to be direct or indirect project costs, amounts recorded in projects under development on the balance sheet and amounts recorded in general and administrative and other expenses on the statements of operations could be materially different than if we determine these costs are not associated with the project.
We calculate FFO as defined by the National Association of Real Estate Investment Trusts ("Nareit"), which is net income (loss) 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 and impairment of depreciable real estate, plus depreciation and amortization of real estate assets, impairment on depreciable investment property, and after adjustments for unconsolidated partnerships and joint ventures to reflect FFO on the same basis.
We calculate FFO as defined by the National Association of Real Estate Investment Trusts ("Nareit"), which is net income (loss) 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 and impairment of depreciable real estate, 35 Table of Contents plus depreciation and amortization of real estate assets, impairment on depreciable investment property, and after adjustments for unconsolidated partnerships and joint ventures to reflect FFO on the same basis.
Management's Discussion and Analysis of Financial Condition and Results of Operations - Results of Operations" from our 2023 Annual Report on Form 10-K for a comparison of 2023 to 2022 financial results. Rental Property Revenues, Rental Property Operating Expenses, and Net Operating Income The following results include the performance of our Same Property portfolio.
Management's Discussion and Analysis of Financial Condition and Results of Operations - Results of Operations" from our 2024 Annual Report on Form 10-K for a comparison of 2024 to 2023 financial results. Rental Property Revenues, 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. Same Property amounts for the 2024 versus 2023 comparison are from properties that were stabilized and owned as of January 1, 2023 through December 31, 2024.
Our Same Property portfolio includes office properties that were stabilized and owned by us for the entirety of each comparable reporting period presented. Same Property amounts for the 2025 versus 2024 comparison are from properties that were stabilized and owned as of January 1, 2024 through December 31, 2025.
We consider projects and/or project phases to be held for occupancy at the earlier of the date on which the project or phase reaches economic occupancy of 90% or one year from cessation of major construction activity, which may occur prior to economic stabilization.
We consider projects and/or project phases to be ready for occupancy at the earlier of the date on which the project or phase reaches economic occupancy of 90% or one year from cessation of major construction activity, which may occur prior to economic stabilization.
We expect to either refinance our non-recourse mortgage loans at maturity or repay the mortgage loans with other capital sources, includin g ou r credit facility, public and private unsecured debt, non-recourse mortgages, construction loans, the sale of assets, 40 Table of Contents joint venture equity, the issuance of common stock, the issuance of preferred stock, or the issuance of units of CPLP.
We expect to either refinance our non-recourse mortgage loans at maturity or repay the mortgage loans with other capital sources, includin g ou r credit facility, public and private 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.
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%.
To avoid any such limitations, these covenants require, among other things, maintaining the following financial metrics as defined in the agreement: (a) unencumbered debt ratio of at least 150%; (b) an EBITDA to debt service ratio of at least 1.50x; (c) a secured leverage ratio of no more than 40%; (d) and an overall leverage ratio of no more than 60%.
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 equity securities; and • joint venture formations.
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; 36 Table of Contents • proceeds from unsecured loans; • proceeds from offerings of equity and securities; and • joint venture formations.
On January 26, 2024, we entered into a floating-to-fixed rate swap with respect to the remaining $200 million of the $400 million 2022 Term Loan through the initial maturity date of March 3, 2025. This swap fixed the underlying SOFR rate at 4.6675% (see note 10 to the consolidated financial statements).
On January 26, 2024, we entered into a floating-to-fixed rate swap with respect to remaining $200 million of the $400 million 2022 Term Loan through the initial maturity date of March 3, 2025. This swap fixed the underlying SOFR rate at 4.6675% (see note 10).
The Credit Facility contains financial covenants 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 an overall leverage ratio of no more than 60%. The Credit Facility matures on April 30, 2027.
The Credit Facility contains financial covenants 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 Credit Facility matures on April 30, 2027.
There can be no assurance that we will maintain any particular rating in the future and if our credit ratings decrease, then we may be subject to higher applicable spreads. In April 2024, we notified the administrative agent of the Credit Facility of our receipt of corporate investment grade ratings.
There can be no assurance that 37 Table of Contents we will maintain any particular rating in the future and if our credit ratings decrease, then we may be subject to higher applicable spreads. In April 2024, we notified the administrative agent of the Credit Facility of our receipt of corporate investment grade ratings.
Management's Discussion and Analysis of Financial Condition and Results of Operations - Cash Flows" from our 2023 Annual Report on Form 10-K for a discussion of the changes in cash flows between 2023 and 2022.
Management's Discussion and Analysis of Financial Condition and Results of Operations - Cash Flows" from our 2024 Annual Report on Form 10-K for a discussion of the changes in cash flows between 2024 and 2023.
We expect to have sufficient liquidity to meet our obligations for the foreseeable future. 37 Table of Contents Financial Condition A key component of our strategy is to maintain a conservative balance sheet with leverage and liquidity that enables us to be positioned for future growth.
We expect to have sufficient liquidity to meet our obligations for the foreseeable future. Financial Condition A key component of our strategy is to maintain a conservative balance sheet with leverage and liquidity that enables us to be positioned for future growth.
For projects under development, indicators could include material budget overruns without a corresponding funding source, significant delays in construction, occupancy, or stabilization timing, regulatory changes or economic trends that have a significant impact on the market, or an adverse change in the financial condition of a significant future tenant.
For projects under development, indicators could include material budget overruns, significant delays in construction, occupancy, or stabilization timing, regulatory changes or economic trends that have a significant impact on the market, or an adverse change in the financial condition of a significant future tenant.
Our critical accounting policies are as follows: 29 Table of Contents Revenue Recognition Most of our revenues are derived from operating leases and are reflected as rental property revenues on the accompanying consolidated statements of operations.
Our critical accounting policies are as follows: Revenue Recognition Most of our revenues are derived from operating leases and are reflected as rental property revenues on the accompanying consolidated statements of operations.
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.
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.
Our judgment of the date the project is held for occupancy has a direct impact on our operating expenses and net income for the period. Results of Operations For The Year Ended December 31, 2024 General Net income available to common stockholders for the years ended December 31, 2024 and 2023 was $46.0 million and $83.0 million, respectively.
Our judgment of the date the project is ready for occupancy has a direct impact on our operating expenses and net income for the period. Results of Operations For The Year Ended December 31, 2025 General Net income available to common stockholders for the years ended December 31, 2025 and 2024 was $40.5 million and $46.0 million, respectively.
We believe the Sun Belt, and in particular the seven Sun Belt markets in which we own properties, will continue to outperform the broader office sector evidenced by a clear bifurcation between Sun Belt and Gateway market fundamentals.
We believe the Sun Belt, and in particular the seven Sun Belt markets listed above, will continue to outperform the broader office sector evidenced by a clear bifurcation between Sun Belt and Gateway market fundamentals.
Cash Flows We report and analyze our cash flows based on operating activities, investing activities, and financing activities. Cash and cash equivalents totaled $7.3 million and $6.0 million at December 31, 2024 and 2023, respectively. See "Item 7.
Cash Flows We report and analyze our cash flows based on operating activities, investing activities, and financing activities. Cash and cash equivalents totaled $5.7 million and $7.3 million at December 31, 2025 and 2024, respectively. See "Item 7.
Impairment We review our real estate assets on an asset group basis for impairment. We identify an asset group based on the lowest level of identifiable cash flows and take into consideration such things as shared expenses and amenities. This review 31 Table of Contents includes our operating properties, properties under development, and land holdings (including any capitalized predevelopment costs).
We identify an asset group based on the lowest level of identifiable cash flows and take into consideration such things as shared expenses and amenities. This review includes our operating properties, properties under development, and land holdings (including any capitalized predevelopment costs).
For operating properties, these indicators could include a reduction in our estimated hold period, a significant decline in a property’s leasing percentage, a current period operating loss or negative cash flows combined with a history of losses at the property, a significant decline in lease rates for that property or others in the property’s market, a significant change in the market value of the property, or an adverse change in the financial condition of significant tenants.
For operating properties, these indicators could include a significant decline in a property’s leasing percentage, a current period operating loss or negative cash flows combined with a history of losses at the property, a decline in lease rates for that property or others in the property’s market, a significant change in the market value of the property, an adverse change in the financial condition of significant tenants, or a more likely than not probability that there has been a significant decrease in the estimated hold period.
Tenants sometimes negotiate to terminate their lease prior to the end of the lease term. Such negotiations generally require payment of a termination fee that reimburses us for a portion of the remaining rent under the original lease term and the undepreciated lease inception costs such as commissions, tenant improvements, and lease incentives.
Such negotiations generally require payment of a termination fee that reimburses us for a portion of the remaining rent under the original lease term and the undepreciated lease inception costs such as commissions, tenant improvements, and lease incentives.
For land holdings, indicators could include an overall decline in the market value of land in the region, a decline in development activity for the intended use of the land, or other adverse economic and market conditions.
For land holdings, indicators could include an overall decline in the market value of land in the region, regulatory changes that impact ability to develop the land, a decline in development activity for the intended use of the land, or other adverse economic and market conditions.
Same Property Rental Property Revenues and NOI increased between 2024 and 2023 primarily due to an increase in economic occupancy at our BriarLake Plaza, San Jacinto Center, and Promenade Tower office properties and increases in revenues recognized from tenant funded improvements owned by us. In addition, parking revenue from our Same Property portfolio increased between 2024 and 2023.
Same Property Rental Property Revenues and NOI increased between 2025 and 2024 primarily due to an increase in economic occupancy at our Promenade Tower, Corporate Center, and 3350 Peachtree office properties and increases in revenues recognized from tenant funded improvements owned by us. In addition, parking revenue from our Same Property portfolio increased in 2025 compared to 2024 .
At December 31, 2024, the spread over the underlying SOFR rates was 0.85% for the 2022 Term Loan. On April 19, 2023, we entered into a floating-to-fixed rate swap with respect to $200 million of the $400 million 2022 Term Loan through the initial maturity date of March 3, 2025. This swap fixed the underlying SOFR rate at 4.298%.
On April 19, 2023, we entered into a floating-to-fixed rate swap with respect to $200 million of the $400 million 2022 Term Loan through the initial maturity date of March 3, 2025. This swap fixed the underlying SOFR rate at 4.298%.
Upon issuance of the 2032 Notes, CPLP received net proceeds of $397.9 million dollars after an original issue discount of $2.1 million resulting in an effective interest rate is 5.464%. The 2032 Notes are fully and unconditionally guaranteed by us.
In December 2024, CPLP issued $400.0 million in aggregate principal amount of 5.375% senior unsecured notes. Upon issuance of the 2032 Notes, CPLP received net proceeds of $397.9 million dollars after an original issue discount of $2.1 million resulting in an effective interest rate is 5.464%. The 2032 Notes are fully and unconditionally guaranteed by us.
In addition, in certain instances, we provide “non-recourse carve-out guarantees” on these non-recourse loans. Other Debt Information Our existing mortgage debt is solely non-recourse, fixed-rate mortgage notes secured by various real estate assets.
This debt represents mortgage or construction loans, all of which are non-recourse to us. In addition, in certain instances, we provide “non-recourse carve-out guarantees” on these non-recourse loans. Other Debt Information Our existing mortgage debt is solely non-recourse, fixed-rate mortgage notes secured by various real estate assets.
Cash-basis net effective rent represents net rent at the end of the term paid by the prior tenant compared to the net rent at the beginning of the term paid by the current tenant. Our same property net operating income for the year increased 5.1% on a straight-line basis and increased 4.8% on a cash-basis.
Cash-basis net effective rent represents net rent at the end of the term paid under the prior lease compared to the net rent at the beginning of the term paid under the current lease. Our same property net operating income for the year increased 2.4% on a straight-line basis and increased 0.9% on a cash-basis.
Our material capital expenditure commitments for 2025 include $95.8 million of unfunded tenant improvements and development costs. As of December 31, 2024, we had $112.3 million drawn under our Credit Facility with the ability to borrow the remaining $887.7 million, as well as $7.3 million of cash and cash equivalents.
Our material capital expenditure commitments as of December 31, 2025 include $172.9 million of unfunded tenant improvements and development costs. As of December 31, 2025, we had $116.0 million drawn under our Credit Facility with the ability to borrow the remaining $884.0 million, as well as $5.7 million of cash and cash equivalents.
As of December 31, 2024, we had $447.9 million outstanding on four non-recourse mortgage notes with a weighted average interest rate of 4.85%. All interest rates on the secured mortgage notes are fixed. Assets with depreciated carrying values of $702.7 million were pledged as security on these mortgage notes payable.
This mortgage had an interest rate of 3.75%. As of December 31, 2025, we had $441.1 million outstanding on four non-recourse mortgage notes with a weighted average interest rate of 4.88%. All interest rates on the secured mortgage notes are fixed. Assets with depreciated carrying values of $709.4 million were pledged as security on these mortgage notes payable.
We use judgment when estimating the useful life of real estate assets and when allocating certain indirect project costs to projects under development, which are amortized over the useful life of the property once it becomes operational. Historical data, comparable properties, and replacement costs are some of the factors considered in determining useful lives and cost allocations.
We use judgment when estimating the useful life of real estate assets and when allocating certain indirect project costs to projects under development, which are amortized over the useful life of the property once it becomes operational.
These ratings reduced the Credit Facility's Adjusted SOFR spread and facility fee range effective April 17, 2024. Changes in our investment grade ratings may result in additional adjustments to the applicable spread and facility fee.
These ratings reduced the Credit Facility's Adjusted SOFR spread and facility fee range effective April 17, 2024. Changes in our investment grade ratings may result in additional adjustments to the applicable spread and facility fee. Prior to April 17, 2024, the applicable spread was between 0.90% and 1.40% and the facility fee range was 0.15% to 0.30%, depending on leverage.
Under the 2021 Term Loan, we have borrowed $350 million with an initial maturity of August 30, 2024 with four consecutive options to extend the maturity date for an additional 180 days each.
On June 28, 2021, we entered into an Amended and Restated Term Loan Agreement (the "2021 Term Loan") that amended the former term loan agreement. Under the 2021 Term Loan, we borrowed $350 million with an initial maturity of August 30, 2024 with four consecutive options to extend the maturity date for an additional 180 days each.
The weighted average net effective rent per square foot, representing base rent excluding operating expense reimbursements and leasing costs, for new or renewed non-amenity leases with terms greater than one year signed in 2024, was $28.17 per square foot. Cash-basis net effective rent per square foot increased 8.5% on spaces that had been previously occupied in the past year.
In 2025, the weighted average net effective rent per square foot, representing base rent excluding operating expense reimbursements and leasing costs, for leases with a term greater than one year, was $25.86 per square foot. Cash-basis net effective rent per square foot increased 3.5% on spaces that had been previously occupied in the past year.
Unconsolidated interest expense increased between 2024 and 2023 primarily due to a reduction in capitalized interest at our Neuhoff joint venture as portions of its development project were completed in 2024 as well as the June 2023 refinance of the mortgage on the property in our Crawford Long joint venture.
Unconsolidated interest expense increased between 2025 and 2024, primarily due to a reduction in capitalized interest at our Neuhoff joint venture as further portions of its development project were completed in 2025.
Components of expenditures included in this line item for the years ended December 31, 2024 and 2023 are as follows ($ in thousands): 2024 2023 Projects under development (1) $ 24,105 $ 53,670 Operating properties—redevelopment 46,479 41,066 Operating properties—building improvements 31,760 26,878 Operating properties—leasing costs 135,506 137,017 Capitalized interest and salaries 14,881 20,888 Total capital expenditures $ 252,731 $ 279,519 (1) Includes initial leasing costs.
Components of expenditures included in this line item for the years ended December 31, 2025 and 2024 are as follows ($ in thousands): 2025 2024 Projects under development (1) $ 2,259 $ 24,105 Operating properties—redevelopment 47,365 46,479 Operating properties—building improvements 41,007 31,760 Operating properties—leasing costs 160,289 135,506 Capitalized interest and salaries 16,311 14,881 Total capital expenditures $ 267,231 $ 252,731 (1) Includes initial leasing costs.
Revenues derived from fixed lease payments, which exclude certain rental property revenue such as percentage rent and revenue related to the recovery of certain operating expenses from our tenants, are recognized on a straight-line basis over the term of the lease.
Several judgments and estimates are included in the rental property revenue recognition process including the determination of lease term, ownership of tenant improvements, lease modifications, and lease terminations. 28 Table of Contents Revenues derived from fixed lease payments, which exclude certain rental property revenue such as percentage rent and revenue related to the recovery of certain operating expenses from our tenants, are recognized on a straight-line basis over the term of the lease.
Additionally, our management uses FFO and FFO per share, along with other measures, as a performance measure for incentive compensation to our officers and other key employees. 36 Table of Contents The reconciliations of net income available to common stockholders to FFO and earnings per share to FFO per share are as follows for the years ended December 31, 2024 and 2023 ($ in thousands, except per share information): Year Ended December 31, 2024 2023 Dollars Weighted Average Common Shares Per Share Amount Dollars Weighted Average Common Shares Per Share Amount Net Income Available to Common Stockholders $ 45,962 153,413 $ 0.30 $ 82,963 151,714 $ 0.55 Noncontrolling interest related to unitholders 8 25 — 14 25 — Potentially dilutive common shares — 2 — — — — Conversion of unvested restricted stock units — 575 — — 301 — Net Income — Diluted 45,970 154,015 0.30 82,977 152,040 0.55 Depreciation and amortization of real estate assets: Consolidated properties 364,584 — 2.37 314,449 — 2.07 Share of unconsolidated joint ventures 4,745 — 0.03 1,931 — 0.01 Partners' share of real estate depreciation (1,106) — (0.01) (1,070) — (0.01) Loss (gain) on sale of depreciated properties: Consolidated properties (101) — — 2 — — Funds From Operations $ 414,092 154,015 $ 2.69 $ 398,289 152,040 $ 2.62 Liquidity and Capital Resources Our primary short-term and long-term liquidity needs include the following: • property operating expenses; • property and land 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.
The reconciliations of net income available to common stockholders to FFO and earnings per share to FFO per share are as follows for the years ended December 31, 2025 and 2024 ($ in thousands, except per share information): Year Ended December 31, 2025 2024 Dollars Weighted Average Common Shares Per Share Amount Dollars Weighted Average Common Shares Per Share Amount Net Income Available to Common Stockholders $ 40,503 167,919 $ 0.24 $ 45,962 153,413 $ 0.30 Noncontrolling interest related to unitholders 7 25 — 8 25 — Potentially dilutive common shares - ESPP — — — — 2 — Conversion of unvested restricted stock units — 772 — — 575 — Net Income — Diluted 40,510 168,716 0.24 45,970 154,015 0.30 Depreciation and amortization of real estate assets: Consolidated properties 414,871 — 2.47 364,584 — 2.37 Share of unconsolidated joint ventures 10,739 — 0.06 4,745 — 0.03 Partners' share of real estate depreciation (1,005) — (0.01) (1,106) — (0.01) Gain on sale of depreciated properties: Consolidated properties — — — (101) — — Operating property impairment 13,286 — 0.08 — — — Funds From Operations $ 478,401 168,716 $ 2.84 $ 414,092 154,015 $ 2.69 Liquidity and Capital Resources Our primary short-term and long-term liquidity needs include the following: • property operating expenses; • property and land 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.
The senior notes also contain customary representations and warranties, both affirmative and negative covenants, and customary events of default. Secured Mortgage Notes In November 2024, we repaid, in full, our Domain 10 mortgage with a remaining principal balance of $70.9 million. This mortgage had an interest rate of 3.75%.
The $250 million outstanding amount of the privately placed senior notes due July 7, 2025 were repaid at maturity. The senior notes also contain customary representations and warranties, both affirmative and negative covenants, and customary events of default. Secured Mortgage Notes In November 2024, we repaid, in full, our Domain 10 mortgage with a remaining principal balance of $70.9 million.
Unconsolidated depreciation and amortization expense increased between 2024 and 2023 primarily due to development activities winding down and initial operations beginning at our joint venture's Neuhoff property in the fourth quarter of 2023 and the acquisition of Proscenium in August 2024.
Unconsolidated depreciation and amortization expense increased between 2025 and 2024 primarily due to: (i) assets being placed in service as portions of the development were completed and initial operations started at our joint venture's Neuhoff property in the fourth quarter of 2023 and (ii) the acquisition of Proscenium in August 2024.
The following table sets forth the changes in cash flows ($ in thousands): Year Ended December 31, $ Change 2024 2023 Net cash provided by operating activities $ 400,233 $ 368,362 $ 31,871 Net cash used in investing activities (1,305,402) (295,735) (1,009,667) Net cash provided by (used in) financing activities 906,471 (71,725) 978,196 The reasons for significant increases and decreases in cash flows between the periods are as follows: Cash Flows from Operating Activities.
The following table sets forth the changes in cash flows ($ in thousands): Year Ended December 31, $ Change 2025 2024 Net cash provided by operating activities $ 402,275 $ 400,233 $ 2,042 Net cash used in investing activities (425,661) (1,305,402) 879,741 Net cash provided by financing activities 21,757 906,471 (884,714) The reasons for significant increases and decreases in cash flows between the periods are as follows: Cash Flows from Operating Activities.
However, management does not believe that additional funding of these ventures will have a material adverse effect on our financial condition or results of operations. At December 31, 2024, our unconsolidated joint ventures had aggregate outstanding indebtedness to third parties of $357.0 million. This debt represents mortgage or construction loans, all of which are non-recourse to us.
However, 39 Table of Contents management does not believe that additional funding of these ventures will have a material adverse effect on our financial condition or results of operations. At December 31, 2025, our unconsolidated joint ventures had aggregate outstanding indebtedness to third parties of $332.4 million.
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.
NOI represents rental property revenues, less termination fees, 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.
After we determine a project is probable, all subsequently-incurred predevelopment costs, as well as interest and real estate taxes on qualifying assets and certain internal personnel and associated costs directly related to the project under development or redevelopment, are capitalized in accordance with accounting rules.
Prior to the point at which a project becomes probable of being developed, we expense predevelopment costs. After we determine a project is probable, all subsequently-incurred predevelopment costs, including certain internal personnel and associated costs directly related to the project under development or redevelopment, are capitalized in accordance with accounting rules.
As a result, we use only those income and expense items that are incurred at the property level to evaluate a property's performance. Same Property NOI allows analysts, investors, and management to analyze continuing operations and evaluate the growth trend of our portfolio.
As a result, we use only those income and expense items that are incurred at the property level to evaluate a property's performance.
In December 2024, we exercised the second of our four 180 day extension options, extending the maturity date on the remaining $250 million to August 25, 2025. On September 19, 2022, we entered into the First Amendment to the 2021 Term Loan.
In December 2025, we exercised the fourth of our four 180 day extension options, which becomes effective February 20, 2026, with an extended maturity date of August 17, 2026. On September 19, 2022, we entered into the First Amendment to the 2021 Term Loan.
If we determine that a project is probable, interest, general and administrative, and other expenses could be materially different than if we determine the project is not probable.
If this occurs, our predevelopment expenses could rise significantly. 31 Table of Contents The determination of whether a project is probable requires judgment. If we determine that a project is probable, interest, general and administrative, and other expenses could be materially different than if we determine the project is not probable.
The judgments and estimates used in each of these processes have a material impact on our financial condition, results of operations, and cash flows.
Those processes primarily include (i) purchase price allocations for acquired assets, (ii) depreciation and amortization, and (iii) impairment. The judgments and estimates used in each of these processes have a material impact on our financial condition, results of operations, and cash flows.
We paid common dividends of $195.4 million and $194.3 million in 2024 and 2023, respectively. We funded these dividends with cash provided by operating activities. We also expect to fund our future quarterly common dividends with cash provided by operating activities. Proceeds from investment property sales, distributions from unconsolidated joint ventures, and indebtedness will be used, if necessary.
We expect to fund our future quarterly common dividends with cash provided by operating activities, proceeds from investment property sales, distributions from unconsolidated joint ventures, indebtedness, and proceeds from offerings of equity and other securities, if necessary.
Non-Same Property NOI from unconsolidated joint ventures increased between 2024 and 2023 primarily due to the acquisition of Proscenium in August 2024. Funds from Operations The table below shows Funds from Operations Available to Common Stockholders (“FFO”), a non-GAAP financial measure, and the related reconciliation from net income available to common stockholders.
Funds from Operations The table below shows Funds from Operations Available to Common Stockholders (“FFO”), a non-GAAP financial measure, and the related reconciliation from net income available to common stockholders.
The senior unsecured notes issued in the private placement are sometimes referred to herein as the privately placed senior unsecured notes. The 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%.
We also have $750.0 million aggregate principal amount of privately placed unsecured senior notes outstanding in four tranches as of December 31, 2025. The privately placed unsecured senior notes contain financial covenants that are generally consistent with those of our Credit Facility, with the exception of a secured leverage ratio of no more than 40%.
Cash used in investing activities was higher in 2024 primarily due to the Sail Tower Acquisition and the Vantage Acquisition for an aggregate price of $838.0 million in December 2024 and the acquisitions of investments in real estate debt for $167.2 million during 2024. Cash Flows from Financing Activities.
Cash used in investing activities decreased $879.7 million between 2025 and 2024 primarily driven by the acquisitions of Sail Tower and Vantage for an aggregate price of $838.0 million in December 2024, when compared to the acquisition of The Link in July 2025 for $215.0 million. Cash Flows from Financing Activities.
These ratings reduced the Adjusted SOFR spread range, effective April 17, 2024. Changes in our investment grade ratings may result in additional adjustments to the applicable spread in the future.
These ratings reduced the Adjusted SOFR spread range, effective April 17, 2024. Changes in our investment grade ratings may result in additional adjustments to the applicable spread in the future. 38 Table of Contents Prior to April 17, 2024, the applicable spread was between 1.05% and 1.65% for both the 2022 Term Loan and 2021 Term Loan, depending on leverage.
The amount that we may draw under the Credit Facility is a defined calculation based on our unencumbered assets and other factors. The total available borrowing capacity under the Credit Facility was $887.7 million at December 31, 2024. Any amounts outstanding under the Credit Facility may be accelerated upon the occurrence of any events of default.
At December 31, 2025, the Credit Facility's interest rate spread over Adjusted SOFR was 0.775%, and the facility fee spread was 0.15%. The amount that we may draw under the Credit Facility is a defined calculation based on our unencumbered assets and other factors. The total available borrowing capacity under the Credit Facility was $884.0 million at December 31, 2025.
During 2024, we leased or renewed 2.0 million square feet of office space. Our office operating portfolio was 91.6% percent leased as of December 31, 2024 and the weighted average economic occupancy during the fourth quarter of 2024 was 89.2%.
Our office operating portfolio was 90.7% percent leased as of December 31, 2025 and the weighted average economic occupancy during the fourth quarter of 2025 was 88.3%.
(2) Includes operations at land sites held for future development as well as a parking garage in Charlotte. 34 Table of Contents NOI for the Austin market increased $21.7 million, or 12.7%, between 2024 and 2023 primarily due to the commencement of operations at our Domain 9 building in the first quarter of 2024 as well as an increase in revenues recognized from tenant funded improvements owned by us.
(2) Includes operations at land sites held for future development as well as a parking garage in Charlotte. NOI for the Austin market increased $50.7 million, or 26.4%, between 2025 and 2024 primarily due to the acquisition of Sail Tower in December 2024.
The decrease in net income is primarily attributable to increased depreciation expense. We detail below material changes in the components of net income available to common stockholders for the year ended 2024 compared to 2023. See "Item 7.
In 2025, we recorded $14.3 million of impairment losses related to our Harborview property and the 303 Tremont land parcel. We detail below other material changes in the components of net income available to common stockholders for the year ended 2025 compared to 2024. See "Item 7.
These two swaps fix the underlying SOFR rate for the full $400 million at a weighted average of 4.483%. On June 28, 2021, we entered into an Amended and Restated Term Loan Agreement (the "2021 Term Loan") that amended the former term loan agreement.
These two swaps fixed the underlying SOFR rate for the full $400 million at a weighted average of 4.483%. These swaps expired on March 3, 2025.
The following table sets forth information as of December 31, 2024 with respect to our outstanding contractual obligations and commitments ($ in thousands): Total Less than 1 Year 1-3 Years 3-5 Years More than 5 Years Contractual Obligations: Company debt: (1) Unsecured credit facility $ 112,332 $ — $ 112,332 $ — $ — Public senior unsecured notes 900,000 — — — 900,000 Privately placed senior unsecured notes 1,000,000 250,000 225,000 525,000 — Term loans 650,000 — 650,000 — — Mortgage notes payable 447,882 6,755 220,127 — 221,000 Interest commitments (2) 701,135 122,028 202,155 161,148 215,804 Ground leases 179,286 1,958 4,016 4,044 169,268 Total contractual obligations $ 3,990,635 $ 380,741 $ 1,413,630 $ 690,192 $ 1,506,072 Commitments: Unfunded tenant improvements and development obligations $ 111,764 $ 95,771 $ 15,993 $ — $ — Unfunded commitments on investments in real estate debt 7,781 7,781 — — — Total commitments $ 119,545 $ 103,552 $ 15,993 $ — $ — (1) Amounts presented assume we exercise all available extension options.
The following table sets forth information as of December 31, 2025 with respect to our outstanding contractual obligations and commitments ($ in thousands): Total Less than 1 Year 1-3 Years 3-5 Years More than 5 Years Contractual Obligations: Company debt: (1) Unsecured credit facility $ 116,000 $ — $ 116,000 $ — $ — Public senior unsecured notes 1,400,000 — — 500,000 900,000 Privately placed senior unsecured notes 750,000 — 475,000 275,000 — Term loans 650,000 250,000 400,000 — — Mortgage notes payable 441,127 220,127 — — 221,000 Interest commitments (2) 739,801 150,773 238,003 197,119 153,906 Ground leases 177,328 2,006 4,032 4,066 167,224 Total contractual obligations $ 4,274,256 $ 622,906 $ 1,233,035 $ 976,185 $ 1,442,130 Commitments: Unfunded tenant improvements and development obligations $ 172,908 $ 172,908 $ — $ — $ — Unfunded commitments on investments in real estate debt 3,782 3,782 — — — Total commitments $ 176,690 $ 176,690 $ — $ — $ — (1) Amounts presented assume we exercise all available extension options.
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.
In 2024, securities offerings generated gross proceeds $1.4 billion in proceeds which was partially offset by debt maturity payments of $172.7 million. Capital Expenditures. We incur capital expenditures for the development of new properties, the redevelopment of existing or newly purchased properties, general building improvements, direct leasing costs such as commissions or tenant improvements, and capitalized interest and salaries.
Non-Same Property Rental Property Revenues, Rental Property Operating Expenses, and NOI increased between 2024 and 2023 primarily due to the commencement of operations at our Domain 9 building in the first quarter of 2024, increased economic occupancy at our recently redeveloped Promenade Central operating property, and the acquisitions of Vantage South End and Sail Tower in December 2024.
Cash provided by operating activities increased $2.0 million between 2025 and 2024 primarily due to increased economic occupancy and the end of rent abatement periods at our Domain 9, Promenade Central, and Buckhead Plaza office properties and the acquisitions of our Vantage South End and Sail Tower office properties in December 2024, as well as our acquisition of The Link office property in July 2025.
Term Loans On October 3, 2022, we entered into a Delayed Draw Term Loan Agreement (the "2022 Term Loan") and borrowed the full $400 million available under the loan. The loan had an initial maturity of March 3, 2025 with four consecutive options to extend the maturity date for an additional six months each.
The loan had an initial maturity of March 3, 2025 with four consecutive options to extend the maturity date for an additional six months each. We have exercised the third of the four six-month extension options, which becomes effective March 3, 2026, with an extended maturity date of September 3, 2026.
These increases were partially offset by our suspension of depreciation related to our full building redevelopment at our Hayden Ferry 1 building, which began in the fourth quarter of 2023. 35 Table of Contents Income and Net Operating Income from Unconsolidated Joint Ventures Income (loss) from unconsolidated joint ventures consisted of the following in 2024 and 2023 ($ in thousands): Year Ended December 31, 2024 2023 $ Change % Change Income (loss) from unconsolidated joint ventures $ (2,796) $ 2,299 $ (5,095) (221.6) % Depreciation and amortization 4,745 1,931 2,814 145.7 % Interest expense 4,484 1,676 2,808 167.5 % Other expense 316 58 258 444.8 % Other income (132) (140) 8 5.7 % Net operating income from unconsolidated joint ventures $ 6,617 $ 5,824 $ 793 13.6 % Net operating income: Same Property $ 4,693 $ 4,853 $ (160) (3.3) % Non-Same Property 1,924 971 953 98.1 % Net operating income from unconsolidated joint ventures $ 6,617 $ 5,824 $ 793 13.6 % The change in income (loss) from unconsolidated joint ventures was driven by increases in unconsolidated depreciation and amortization as well as unconsolidated interest expense.
Loss and Net Operating Income from Unconsolidated Joint Ventures The following table reconciles loss from unconsolidated joint ventures to unconsolidated NOI for each of the periods presented ($ in thousands): Year Ended December 31, 2025 2024 $ Change % Change Loss from unconsolidated joint ventures $ (8,159) $ (2,796) $ (5,363) 191.8 % Depreciation and amortization 10,739 4,745 5,994 126.3 % Interest expense 9,708 4,484 5,224 116.5 % Other expense 184 316 (132) (41.8) % Other income (123) (132) 9 6.8 % Net operating income from unconsolidated joint ventures $ 12,349 $ 6,617 $ 5,732 86.6 % Net operating income: Same Property $ 4,825 $ 4,693 $ 132 2.8 % Non-Same Property 7,524 1,924 5,600 291.1 % Net operating income from unconsolidated joint ventures $ 12,349 $ 6,617 $ 5,732 86.6 % The change in loss from unconsolidated joint ventures was driven by increases in unconsolidated depreciation and amortization as well as unconsolidated interest expense.
If we abandon development or redevelopment of a project that had earlier been deemed probable, we charge all previously capitalized costs to expense. If this occurs, our predevelopment expenses could rise significantly. The determination of whether a project is probable requires judgment.
Once on-going activities commence necessary to prepare the project for its intended use, interest as well as property taxes and insurance are capitalized. If we abandon development or redevelopment of a project that had earlier been deemed probable, we charge all previously capitalized costs to expense.
The following table details NOI from properties aggregated by market: Year Ended December 31, Market 2024 2023 $ Change % Change Atlanta $ 194,837 $ 188,451 $ 6,386 3.4 % Austin 191,758 170,103 21,655 12.7 % Tampa 49,383 46,933 2,450 5.2 % Phoenix 44,597 44,177 420 1.0 % Charlotte 42,164 43,124 (960) (2.2) % Dallas 13,937 13,074 863 6.6 % Other (1) 22,363 14,666 7,697 52.5 % Office NOI 559,039 520,528 38,511 7.4 % Other Non-Office (2) 4,668 4,742 (74) Total NOI $ 563,707 $ 525,270 $ 38,437 (1) Represents a non-core office property in Houston.
Non-Same Property Rental Property Revenues, Rental Property Operating Expenses, and NOI increased between 2025 and 2024 primarily due to the acquisitions of our Vantage South End and Sail Tower office properties in December 2024 as well as the acquisition of The Link in July 2025. 33 Table of Contents The following table details NOI from properties aggregated by market: Year Ended December 31, Market 2025 2024 $ Change % Change Austin $ 242,424 $ 191,758 $ 50,666 26.4 % Atlanta 203,272 194,837 8,435 4.3 % Charlotte 63,971 42,164 21,807 51.7 % Tampa 52,653 49,383 3,270 6.6 % Phoenix 48,923 44,597 4,326 9.7 % Dallas 22,604 13,937 8,667 62.2 % Other (1) 22,506 22,363 143 0.6 % Office NOI 656,353 559,039 97,314 17.4 % Other Non-Office (2) 4,609 4,668 (59) Total NOI $ 660,962 $ 563,707 $ 97,255 (1) Represents a non-core office property in Houston.
Other Income Other income increased $4.8 million, or 194.4%, between 2024 and 2023 primarily due to the interest income from the two mezzanine loans and the Saint Ann Court mortgage loan acquired in 2024. These transactions are described in further detail in note 5 to the consolidated financial statements in this Form 10-K.
The SVB and investment in real estate debt transactions are described in further detail in notes 5 and 14 to the consolidated financial statements in this Form 10-K. General and Administrative Expenses General and administrative expenses increased $2.1 million, or 5.7%, between 2025 and 2024 primarily due to increases in stock compensation expense.
Real Estate Carrying Value The carrying values of our real estate assets are subject to several processes that involve a significant use of judgments and estimates. Those processes primarily include (i) purchase price allocations for acquired assets, (ii) depreciation and 30 Table of Contents amortization, and (iii) impairment.
The early termination fee recognized in rental property revenues on these leases during the years ended December 31, 2025 and 2024 was $2.9 million and $2.5 million, respectively. 29 Table of Contents Real Estate Carrying Value The carrying values of our real estate assets are subject to several processes that involve a significant use of judgments and estimates.
During the predevelopment period of a probable project and the period in which a project is under construction, we capitalize all direct and indirect costs associated with planning, developing, and constructing the project. Determination of 32 Table of Contents what costs constitute direct and indirect project costs requires us, in some cases, to exercise judgment.
Determination of what costs constitute project costs requires us, in some cases, to exercise judgment.
We routinely monitor the status of our common dividend payments in light of the covenants of our credit agreements.
We routinely monitor the status of our common dividend payments in light of the covenants of our credit agreements. Guarantor Information. 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.
Removed
During 2024, we completed two strategic acquisitions of operating properties and entered into one joint venture that acquired an operating property.
Added
During 2025, we completed the strategic acquisition of an operating property, The Link, a 292,000 square foot lifestyle office property in Uptown Dallas, for a purchase price of $218.0 million.
Removed
We acquired Vantage South End, a 639,000 square foot lifestyle office property in South End Charlotte, for a purchase price of $328.5 million and Sail Tower, a 804,000 square foot lifestyle office property in Downtown Austin, for a purchase price of $521.8 million.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

4 edited+1 added−1 removed2 unchanged
Biggest changeAs of December 31, 2024 and 2023, we had $2.7 billion and $2.1 billion, respectively, of fixed rate debt, including the 2022 Term Loan, outstanding at a weighted average interest rate of 4.85% and 4.50%, respectively. 42 Table of Contents At December 31, 2024, we had $362.3 million of variable rate debt outstanding, which consisted of the Credit Facility with $112.3 million outstanding at an interest rate of 5.185% and $250 million outstanding on the 2021 Term Loan with an interest rate of 5.41%.
Biggest changeAt December 31, 2024, we had $362.3 million of variable rate debt outstanding, which consisted of the Credit Facility with $112.3 million outstanding at an interest rate of 5.185% and $250 million outstanding on the 2021 Term Loan with an interest rate of 5.41%.
Based on our average variable rate debt balances in 2024, interest incurred would have increased by $3.3 million in 2024 if interest rates had been 1% higher. The information presented above should be read in conjunction with note 9 and note 10 of notes to consolidated financial statements included in this Annual Report on Form 10-K. Item 8.
Based on our average variable rate debt balances in 2025, interest incurred would have increased by $3.3 million in 2025 if interest rates had been 1% higher. The information presented above should be read in conjunction with note 9 and note 10 of notes to consolidated financial statements included in this Annual Report on Form 10-K. Item 8.
We also use derivative financial instruments to effectively convert some of our variable rate debt to fixed rate debt. These fixed rate debt obligations limit the risk of fluctuating interest rates. As of December 31, 2024, we had two existing floating-to-fixed interest rate swaps, each for $200 million of the $400 million 2022 Term Loan.
We also use derivative financial instruments to effectively convert some of our variable rate debt to fixed rate debt. These fixed rate debt obligations limit the risk of fluctuating interest rates.
At December 31, 2023, we had $385.1 million of variable rate debt outstanding, which consisted of the Credit Facility with $185.1 million outstanding at an interest rate of 6.31% and $200 million of the $400 million 2022 Term Loan with an interest rate of 6.46%.
At December 31, 2025, we had $366.0 million of variable rate debt outstanding, which consisted of the Credit Facility with $116.0 million outstanding at an interest rate of 4.535% and $250 million outstanding on the 2021 Term Loan with an interest rate of 4.76%.
Removed
These swaps fix the underlying SOFR rate at a weighted average 4.483% and expire on the 2022 Term Loan's initial maturity date of March 3, 2025.
Added
As of December 31, 2025 and 2024, we had $3.0 billion and $2.7 billion, respectively, of fixed rate debt, including the 2022 Term Loan, outstanding at a weighted average interest rate of 4.94% and 4.85%, respectively.

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