QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2026
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number: 001-11312
COUSINS PROPERTIES INCORPORATED
(Exact name of registrant as specified in its charter)
Georgia
58-0869052
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
3344 Peachtree Road NE
Suite 1800
Atlanta
Georgia
30326-4802
(Address of principal executive offices)
(Zip Code)
(404) 407-1000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $1 par value per share
CUZ
New York Stock Exchange
("NYSE")
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☑
Accelerated filer
☐
Non-accelerated filer
☐
Smaller reporting company
☐
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ☑
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Certain matters contained in this report are “forward-looking statements” within the meaning of the federal securities laws and are subject to uncertainties and risks, as itemized in Item 1A included in the Annual Report on Form 10-K for the year ended December 31, 2025. These forward-looking statements include information about possible or assumed future results of the business and our financial condition, liquidity, results of operations, plans, and objectives. Examples of forward-looking statements in this Quarterly Report on Form 10-Q include the Company’s business and financial strategy; objectives of management; future debt financings; future acquisitions and dispositions of operating assets, joint venture interests, and land; future acquisitions of investments in real estate debt; future development and redevelopment opportunities; future issuances of common stock, limited partnership units, or preferred stock; future distributions; projected capital expenditures; market and industry trends; future occupancy or volume and velocity of leasing activity; entry into new markets or changes in existing market concentrations; future changes in interest rates and liquidity of capital markets; and all statements that address operating performance, events, investments, or developments that we expect or anticipate will occur in the future.
Any forward-looking statements are based upon management's beliefs, assumptions, and expectations of our future performance, taking into account information that is currently available. These beliefs, assumptions, and expectations may change as a result of possible events or factors, not all of which are known. If a change occurs, our business, financial condition, liquidity, and results of operations may vary materially from those expressed in forward-looking statements. Actual results may vary from forward-looking statements due to, but not limited to, the following: the risks and uncertainties related to the impact of changes in general economic and capital market conditions (on an international or national basis or within the markets in which we operate), including changes in inflation, changes in interest rates, supply chain disruptions, labor market disruptions (including changes in unemployment), dislocation and volatility in capital markets, and potential longer-term changes in consumer and customer behavior resulting from the severity and duration of any downturn, adverse conditions or uncertainty in the U.S. or global economy; risks affecting the real estate industry (including, without limitation, the inability to enter into or renew leases on favorable terms and on anticipated schedules); any adverse change in the financial condition or liquidity of one or more of our tenants or borrowers under our real estate debt investments; changes in customer preferences regarding space utilization; changes in customers’ financial condition; the availability, cost, and adequacy of insurance coverage; competition from other developers, investors, owners, and operators of real estate; the failure to achieve anticipated benefits from intended or completed acquisitions, developments, investments, or dispositions; the cost and availability of financing, the effectiveness of any interest rate hedging contracts, and any failure to comply with debt covenants under credit agreements; the effect of common stock, debt, or operating partnership unit issuances; threatened terrorist attacks or sociopolitical unrest such as political instability, civil unrest, armed hostilities, or political activism and the potential impact of the same upon our day-to-day building operations; the immediate and long-term impact of the outbreak of a highly infectious or contagious disease on our and our customers’ financial condition; risks associated with security breaches through cyberattacks, cyber intrusions, or otherwise; risks associated with the adoption and usage of artificial intelligence; changes in senior management, the Board of Directors, or key personnel; the potential liability for existing or future environmental or other applicable regulatory requirements, including the requirements to qualify for taxation as a real estate investment trust; the financial condition and liquidity of, or disputes with, joint venture partners; material changes in dividend rates on common shares or other securities or the ability to pay those dividends; the impact of changes to applicable laws, including the tax laws impacting REITs and the passage of the One Big Beautiful Bill Act, and the impact of newly adopted accounting principles on our accounting policies and on period to period comparison of financial results; risks associated with climate change and severe weather events; and those additional risks and factors discussed in reports filed with the Securities and Exchange Commission ("SEC") by the Company.
These forward-looking statements are not exhaustive, speak only as of the date of issuance of this report and are not guarantees of future results, performance, or achievements. The Annual Report on Form 10-K for the year ended December 31, 2025, including Part 1, Item 1A. Risk Factors include additional factors that could adversely affect our business and financial performance. The Company does not undertake a duty to update or revise any forward-looking statement, whether as a result of new information, future events, or other matters, except as otherwise required by law.
(in thousands, except share and per share amounts)
September 30, 2026
December 31, 2025
(unaudited)
Assets:
Real estate assets:
Operating properties, net of accumulated depreciation of $2,032,122 and $1,922,394 in 2026 and 2025, respectively
$
7,846,848
$
7,894,846
Land
201,783
135,870
8,048,631
8,030,716
Real estate assets and other assets held for sale, net
23,257
61,489
Cash and cash equivalents
5,213
5,720
Investments in real estate debt, at fair value
19,586
37,804
Accounts receivable
20,070
17,578
Deferred rents receivable
282,422
269,282
Investments in unconsolidated joint ventures
195,700
215,301
Intangible assets, net
169,039
164,738
Other assets, net
116,826
87,504
Total assets
$
8,880,744
$
8,890,132
Liabilities:
Notes payable
$
3,579,763
$
3,340,815
Accounts payable and accrued expenses
307,010
314,317
Deferred income
287,883
301,358
Intangible liabilities, net
117,826
117,085
Other liabilities
129,637
111,506
Liabilities of real estate assets held for sale, net
114
2,849
Total liabilities
4,422,233
4,187,930
Commitments and contingencies
Equity:
Stockholders' investment:
Common stock, $1 par value per share, 300,000,000 shares authorized, 164,600,642 and 167,981,990 issued and outstanding in 2026 and 2025, respectively
164,601
167,982
Additional paid-in capital
5,889,154
5,971,762
Distributions in excess of cumulative net income
(1,604,448
)
(1,460,154
)
Total stockholders' investment
4,449,307
4,679,590
Nonredeemable noncontrolling interests
9,204
22,612
Total equity
4,458,511
4,702,202
Total liabilities and equity
$
8,880,744
$
8,890,132
See accompanying notes.
2
COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited; in thousands, except per share amounts)
Three Months Ended
Nine Months Ended
September 30,
September 30,
2026
2025
2026
2025
Revenues:
Rental property revenues
$
257,310
$
246,461
$
784,132
$
727,203
Fee income
1,439
526
4,951
1,516
Other
666
1,339
1,969
10,063
259,415
248,326
791,052
738,782
Expenses:
Rental property operating expenses
80,093
80,023
247,344
231,358
Reimbursed expenses
139
124
431
420
General and administrative expenses
9,854
9,510
33,809
29,957
Interest expense
45,577
41,497
137,742
116,785
Operating property impairment
—
—
36,600
—
Depreciation and amortization
103,258
105,272
316,509
308,276
Other
875
440
1,702
1,305
239,796
236,866
774,137
688,101
Loss from unconsolidated joint ventures
(2,101
)
(2,682
)
(6,958
)
(6,152
)
Gain (loss) on investment property transactions
(509
)
—
8,616
—
Net Income
17,009
8,778
18,573
44,529
Net income attributable to noncontrolling interests
(9
)
(188
)
(271
)
(559
)
Net income available to common stockholders
$
17,000
$
8,590
$
18,302
$
43,970
Net income per common share — basic and diluted
$
0.10
$
0.05
$
0.11
$
0.26
Weighted average common shares — basic
164,601
167,967
165,324
167,902
Weighted average common shares — diluted
165,788
168,738
166,254
168,698
See accompanying notes.
3
COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(unaudited; in thousands)
Three Months Ended
Nine Months Ended
September 30,
September 30,
2026
2025
2026
2025
Comprehensive Income:
Net income available to common stockholders
$
17,000
$
8,590
$
18,302
$
43,970
Other comprehensive income:
Unrealized gain on cash flow hedges
—
—
—
11
Amortization of cash flow hedges
—
—
—
94
Total other comprehensive income
—
—
—
105
Total comprehensive income
$
17,000
$
8,590
$
18,302
$
44,075
See accompanying notes.
4
COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EQUITY
(unaudited; in thousands except per share amounts)
Three Months Ended September 30, 2026
Common Stock
Additional Paid-In Capital
Distributions in Excess of Net Income
Stockholders’ Investment
Nonredeemable Noncontrolling Interests
Total Equity
Balance June 30, 2026
$
164,602
$
5,886,169
$
(1,567,095
)
$
4,483,676
$
7,891
$
4,491,567
Net income
-
-
17,000
17,000
9
17,009
Amortization of stock-based compensation, net of forfeitures
(1
)
3,345
-
3,344
-
3,344
Acquisition of partners' noncontrolling interest
-
(360
)
-
(360
)
342
(18
)
Contributions from nonredeemable noncontrolling interests
-
-
-
-
1,346
1,346
Distributions to nonredeemable noncontrolling interests
-
-
-
-
(384
)
(384
)
Common dividends ($0.32 per share)
-
-
(54,353
)
(54,353
)
-
(54,353
)
Balance September 30, 2026
$
164,601
$
5,889,154
$
(1,604,448
)
$
4,449,307
$
9,204
$
4,458,511
Three Months Ended September 30, 2025
Common Stock
Additional Paid-In Capital
Distributions in Excess of Net Income
Stockholders’ Investment
Nonredeemable Noncontrolling Interests
Total Equity
Balance June 30, 2025
$
167,968
$
5,965,497
$
(1,355,394
)
$
4,778,071
$
23,082
$
4,801,153
Net income
-
-
8,590
8,590
188
8,778
Amortization of stock-based compensation, net of forfeitures
(3
)
2,973
-
2,970
-
2,970
Distributions to noncontrolling interests
-
-
-
-
(382
)
(382
)
Common dividends ($0.32 per share)
-
-
(54,856
)
(54,856
)
-
(54,856
)
Balance September 30, 2025
$
167,965
$
5,968,470
$
(1,401,660
)
$
4,734,775
$
22,888
$
4,757,663
5
Nine Months Ended September 30, 2026
Common Stock
Additional Paid-In Capital
Distributions in Excess of Net Income
Stockholders' Investment
Nonredeemable Noncontrolling Interests
Total Equity
Balance December 31, 2025
$
167,982
$
5,971,762
$
(1,460,154
)
$
4,679,590
$
22,612
$
4,702,202
Net income
-
-
18,302
18,302
271
18,573
Common stock issued and tax withholding pursuant to stock- based compensation
476
(4,159
)
-
(3,683
)
-
(3,683
)
Amortization of stock-based compensation, net of forfeitures
(6
)
12,218
-
12,212
-
12,212
Stock repurchases
(3,851
)
(86,193
)
-
(90,044
)
-
(90,044
)
Acquisition of partners' noncontrolling interest
-
(4,474
)
-
(4,474
)
(14,075
)
(18,549
)
Contributions from nonredeemable noncontrolling interests
-
-
-
-
1,346
1,346
Distributions to noncontrolling interests
-
-
-
-
(950
)
(950
)
Common dividends ($0.96 per share)
-
-
(162,596
)
(162,596
)
-
(162,596
)
Balance September 30, 2026
$
164,601
$
5,889,154
$
(1,604,448
)
$
4,449,307
$
9,204
$
4,458,511
Nine Months Ended September 30, 2025
Common Stock
Additional Paid-In Capital
Distributions in Excess of Net Income
Accumulated Other Comprehensive Income (Loss)
Stockholders’ Investment
Nonredeemable Noncontrolling Interests
Total Equity
Balance December 31, 2024
$
167,660
$
5,959,670
$
(1,280,547
)
$
(105
)
$
4,846,678
$
23,489
$
4,870,167
Net income
-
-
43,970
-
43,970
559
44,529
Other comprehensive income
-
-
-
105
105
-
105
Common stock issued and tax withholding pursuant to stock-based compensation
311
(3,061
)
-
-
(2,750
)
-
(2,750
)
Amortization of stock-based compensation, net of forfeitures
(6
)
11,861
-
-
11,855
-
11,855
Contributions from noncontrolling interests
-
-
-
-
-
7
7
Distributions to noncontrolling interests
-
-
-
-
-
(1,167
)
(1,167
)
Common dividends ($0.96 per share)
-
-
(165,083
)
-
(165,083
)
-
(165,083
)
Balance September 30, 2025
$
167,965
$
5,968,470
$
(1,401,660
)
$
-
$
4,734,775
$
22,888
$
4,757,663
See accompanying notes.
6
COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited; in thousands)
Nine Months Ended September 30,
2026
2025
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income
$
18,573
$
44,529
Adjustments to reconcile net income to net cash provided by operating activities:
Gain on investment property transactions
(8,616
)
-
Depreciation and amortization
316,509
308,276
Amortization of deferred financing costs, debt premiums, and debt discounts, net
4,174
3,313
Equity-classified stock-based compensation expense, net of forfeitures
13,437
13,113
Effect of non-cash adjustments to rental revenues
(60,424
)
(65,726
)
Loss from unconsolidated joint ventures
6,958
6,152
Operating distributions from unconsolidated joint ventures
2,392
1,310
Operating property impairment
36,600
-
Changes in other operating assets and liabilities, net of acquisitions:
Change in receivables and other assets, net
(11,098
)
(5,865
)
Change in operating liabilities, net
(10,211
)
(17,299
)
Net cash provided by operating activities
308,294
287,803
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures
(198,719
)
(180,460
)
Property acquisitions
(367,135
)
(247,845
)
Property dispositions
271,239
-
Proceeds from borrower repayment of investments in real estate debt
18,218
150,791
Investments in real estate debt
-
(20,338
)
Return of capital distributions from unconsolidated joint ventures
15,865
-
Contributions to unconsolidated joint ventures
(5,237
)
(37,660
)
Net cash used in investing activities
(265,769
)
(335,512
)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from credit facility
986,900
389,115
Repayment of credit facility
(988,100
)
(417,732
)
Bond issuance, net of original issue discount
496,295
499,935
Repayment of term loans
(150,000
)
-
Purchase of shares under share repurchase program
(90,044
)
-
Repayment of senior notes
-
(250,000
)
Repayment of mortgages
(104,191
)
(5,044
)
Repurchase of shares withheld for taxes on restricted stock vestings
(1,681
)
(1,908
)
Payment of deferred financing costs
(12,081
)
(5,802
)
Payment of issuance of common stock costs
-
(315
)
Common dividends paid
(160,631
)
(162,054
)
Contributions from noncontrolling interests
-
7
Distributions to noncontrolling interests
(950
)
(1,167
)
Acquisition of partners' noncontrolling interests
(18,549
)
-
Net cash provided by (used in) financing activities
(43,032
)
45,035
NET INCREASE IN CASH AND CASH EQUIVALENTS
(507
)
(2,674
)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
5,720
7,349
CASH AND CASH EQUIVALENTS AT END OF PERIOD
$
5,213
$
4,675
See accompanying notes.
7
COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2026
(Unaudited)
1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
Description of Business: Cousins Properties Incorporated (“Cousins”), a Georgia corporation, is a fully integrated, self-administered, and self-managed real estate investment trust (“REIT”). Cousins conducts substantially all of its business through Cousins Properties LP ("CPLP"). Cousins owns in excess of 99% of CPLP and consolidates CPLP. CPLP wholly owns Cousins TRS Services LLC ("CTRS"), a taxable entity which owns and manages its own real estate portfolio and performs certain real estate-related services.
Cousins, CPLP, CTRS, and their subsidiaries (collectively, the “Company”) develop, acquire, lease, manage, and own primarily Class A office properties and opportunistic mixed-use developments in the Sun Belt markets of the United States with a focus on Austin, Atlanta, Charlotte, Phoenix, Tampa, Dallas, and Nashville. Cousins has elected to be taxed as a REIT and intends, among other things, to distribute at least 100% of its net taxable income to stockholders, thereby eliminating any liability for federal income taxes under current law. Therefore, the results included herein do not include a federal income tax provision for Cousins. As of September 30, 2026, the Company's operating portfolio of real estate assets consisted of interests in 21.2 million square feet of office space and 817,000 square feet of other space.
Basis of Presentation: The condensed consolidated financial statements are unaudited and were prepared by the Company in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”). In the opinion of management, these interim financial statements reflect all adjustments necessary (all of which are of a normal and recurring nature) for the fair presentation of the interim financial statements and accompanying notes. The results of operations for the three and nine months ended September 30, 2026, are not necessarily indicative of results expected for the full year. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been omitted pursuant to the rules and regulations of the SEC. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes to the consolidated financial statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2025. The accounting policies employed are substantially the same as those shown in note 2 of the notes to consolidated financial statements included therein.
The Company evaluates all partnerships, joint ventures, and other arrangements with variable interests to determine if the entity or arrangement qualifies as a variable interest entity ("VIE"), as defined in the Financial Accounting Standards Board's ("FASB") Accounting Standards Codification ("ASC"). If the entity or arrangement qualifies as a VIE and the Company is the primary beneficiary, the Company is required to consolidate the assets, liabilities, and results of operations of the VIE. In September 2026, the Company entered into the 2401 McKinney Holdings, LLC ("2401 McKinney") joint venture and has determined that 2401 McKinney qualifies as a VIE. The Company owns 97.5% of 2401 McKinney and is the primary beneficiary of the joint venture. As such, the assets, liabilities, and results of operations of the VIE are included in the consolidated balance sheets and statements of operations for the period ended September 30, 2026. As of September 30, 2026 the assets and liabilities of the venture were $70.4 million and $17.7 million, respectively. The VIE's assets and activities are restricted to uses agreed to by the Company's partners. Creditors of the VIE do not have recourse to the general credit of the Company. The Company had no investments or interests in any VIEs as of December 31, 2025.
Recently Issued Accounting Pronouncements: In November 2024, the FASB issued Accounting Standards Update ("ASU") 2024-03 "Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses." The ASU is effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027. The Company does not anticipate the guidance will have a material impact on our consolidated financial statements or notes to our consolidated financial statements.
8
2. REAL ESTATE
Acquisitions
On February 2, 2026, the Company acquired 300 South Tryon in Uptown Charlotte. On July 28, 2025, the Company acquired The Link in Uptown Dallas. The assets acquired and liabilities assumed were recorded at relative fair value, as determined by management, with the assistance of third-party specialists, based on information available at the acquisition date and on current assumptions of future operations. The following table summarizes these acquisitions ($ in thousands):
300 South Tryon
The Link
Closing Purchase Price
$
317,500
$
218,000
Acquisition Date
February 2026
July 2025
Square Feet
638,000
292,000
Market
Charlotte
Dallas
Purchase Price Allocation
Tangible assets
Operating properties
$
306,470
$
222,890
Intangible and other assets
In-place leases (1)
26,467
19,260
Prepaid expenses
171
48
Above market rents
125
—
26,763
19,308
Intangible and other liabilities
Below market leases (1)
(14,505
)
(21,409
)
Accounts payable and other liabilities
(1,467
)
(5,775
)
(15,972
)
(27,184
)
Total net assets acquired (2)
$
317,261
$
215,014
(1)
The intangible assets and liabilities will be amortized over a weighted average remaining lease term of 6 and 9.3 years from the acquisition dates for 300 South Tryon and for The Link, respectively.
(2)
For 300 South Tryon, total net assets acquired represents net purchase price, including acquisition costs of $1.1 million, as well as net operating liabilities acquired through closing prorations of $1.5 million. For The Link, total net assets acquired represents net purchase price, including acquisition costs of $280,000 as well as net operating liabilities of $3.3 million.
On September 29, 2026, through its consolidated joint venture, 2401 McKinney, the Company acquired a 2.3 acre land parcel in Uptown Dallas for future development. This 2.3 acre parcel is comprised of 1.2 acres acquired fee simple for a gross purchase price of $50.0 million and 1.1 acres acquired through the assignment of a long term ground lease. The assets acquired and liabilities assumed were recorded at relative fair value, as determined by management based on information available at the acquisition date. The relative fair value of the land owned in fee simple and related predevelopment assets was $42.2 million and $7.8 million, respectively. The 1.1 acre operating ground lease has a remaining term of 96 years. The Company recorded a $17.7 million right of use asset and ground lease liability, included in land and other liabilities, respectively, on the consolidated balance sheet as of September 30, 2026. The lease liability was measured using management's assumptions regarding the lease term and discount rate, with a corresponding right-of-use asset recognized upon assignment. The total undiscounted cash flows of our scheduled obligations for future minimum payments under this ground lease is $220.3 million, including $4.2 million through September 30, 2031. The discount rate used in determining the liabilities associated with this ground lease was 6.4%.
Dispositions
On February 25, 2026, the Company sold Harborview Plaza in Tampa for a gross sales price of $39.5 million. The sale of the property did not result in a significant gain or loss. The Company recorded an impairment of $13.3 million on this property in 2025.
On June 26, 2026, the Company sold Research Park V in Austin for a gross sales price of $42.0 million resulting in a gain of $9.2 million.
On July 29, 2026, the Company sold One Eleven Congress in Austin for a gross sales price of$208.0 million. The sale of the property did not result in a significant gain or loss. The Company recorded an impairment on this property of $36.6 million during the three months ended March 31, 2026 as discussed below.
9
Held for Sale
The major classes of assets and liabilities of properties held for sale as of September 30, 2026 (303 Tremont land parcel), and December 31, 2025 (Harborview Plaza and 303 Tremont land parcel), were as follows ($ in thousands):
Real estate assets and other assets held for sale
2026
2025
Operating properties, net of accumulated depreciation of $15,341 in 2025
$
—
$
35,682
Land
18,854
18,854
Notes and accounts receivable
—
272
Deferred rents receivable
—
2,082
Intangible assets, net of accumulated amortization of $682 in 2025
—
138
Other assets
4,403
4,461
$
23,257
$
61,489
Liabilities of real estate assets held for sale
Accounts payable and accrued expenses
$
114
$
1,769
Deferred income
—
266
Intangible liabilities, net of accumulated amortization of $140 in 2025
—
49
Other liabilities
—
765
$
114
$
2,849
Impairment
In accordance with the Company's policy on impairment described in note 2 of the consolidated financial statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2025, the Company reviews its real estate assets on an asset group basis for impairment and records an impairment when circumstances indicate an asset group's carrying value may not be recoverable. This review includes the Company's operating properties, properties under development, and land holdings and considers whether each asset group is held for investment or held for sale.
In March 2026, the Company entered into an agreement to sell One Eleven Congress and determined that it was more likely than not that the expected hold period for the related asset group had significantly decreased. Because the carrying value of the asset group exceeded the undiscounted cash flows over the revised hold period, the property was written down to its estimated fair value, resulting in an impairment of $36.6 million recognized in the three months ended March 31, 2026. The estimated fair value was based on the third-party offer to purchase (a level 2 input under authoritative guidance for fair value measurements).
10
3. INVESTMENTS IN REAL ESTATE DEBT
The details of the real estate debt investments are as follows ($ in thousands):
Carrying Value and Fair Value at
Collateral
September 30, 2026
December 31, 2025
110 East - Pledge of equity interest (1) Charlotte, NC, Office Building
$
—
$
18,218
Neuhoff - Pledge of equity interest (2) Nashville, TN, Mixed Use Development
The first priority lender of the 110 East mortgage loan had a balance of $95.3 million as of December 31, 2025.
(2)
Reflects a loan to the Company's equity partner in the Neuhoff joint venture and is secured by such partner's 50% equity interest in the joint venture.
(3)
Reflects the current amount outstanding as of the periods presented related to the Company's commitment to fund up to $31.5 million.
Interest Income for the Three Months Ended September 30,
Interest Income for the Nine Months Ended September 30,
Collateral
2026
2025
2026
2025
110 East - Pledge of equity interest Charlotte, NC, office building
$
—
$
580
$
238
$
1,706
Radius - Pledge of equity interest Nashville, TN, office building
—
—
—
1,241
Saint Ann - Pledge of asset Dallas, TX, office building
—
—
—
350
Neuhoff - Pledge of equity interest Nashville, TN, mixed use development
544
26
1,518
26
$
544
$
606
$
1,756
$
3,323
In the second quarter of 2024, the Company acquired the Radius and 110 East mezzanine real estate loans for $27.2 million, which were subordinated to the first priority mortgage loans. These loans had a weighted average spread in excess of Term Secured Overnight Financing Rate ("SOFR") of 8.68%.
In the fourth quarter of 2024, the Company acquired one mortgage loan at par for $138.0 million. This mortgage was secured by Saint Ann Court, a 320,000 square foot office property in Dallas, had a maturity of December 7, 2024, and had a spread in excess of SOFR of 3.66%, with an additional 5% spread during any default period. One month after the loan went into default, on January 7, 2025, the Saint Ann borrower repaid the $138.0 million mortgage loan at par and paid the interest in full.
On January 10, 2025, the Company entered into the First Amendment to Mezzanine Loan Agreement on the Radius loan, which among other things, reduced the requirements for the borrower to qualify for an extension on the loan in exchange for a minimum payment of interest. On March 27, 2025, the Radius borrower repaid the $12.8 million mezzanine loan, and paid the interest in full, including a minimum interest guaranty of $858,000.
In the third quarter of 2025, the Company loaned its joint venture partner $19.6 million, which the partner used to fund a contribution to the Neuhoff joint venture. The loan to the Company's partner is secured by such partner’s interest in the joint venture and bears interest at SOFR plus 6.25%. This loan's maturity has been extended to September 30, 2027, consistent with the related joint venture construction loan's extension (see note 4).
In February 2026, at maturity, the borrower repaid the 110 East loan at par and paid the interest in full.
On July 17, 2026, the Company acquired a preferred equity interest in a joint venture that owns 5th & Walsh, a 199,000 square foot office building under development in Austin. While the Company is committed to fund up to $31.5 million earning a 10% annual preferred return, no funding has occurred as of September 30, 2026. The mandatory redemption date of the preferred equity interest is July 17, 2030, with the option to extend the redemption date for up to 24 months, subject to conditions. As this preferred equity interest has the characteristics of debt, the investment has been classified as an investment in real estate debt.
11
As of September 30, 2026, the Company believes the fair value of the investments in real estate debt approximates the invested carrying values and, therefore, did not record any unrealized gain or loss on these investments. The acquisition and origination of the Neuhoff partnership loan was a recently executed market transaction (Level 2) and market instruments for similar debt have not changed significantly since acquisition. In subsequent periods, the Company may adjust the carrying value of this loan investment if required under GAAP fair value hierarchy. Interest and fee income earned, including from any minimum interest guarantees, and any unrealized gain or loss associated with investments in real estate debt are recorded as a component of other revenue on the Company's consolidated statement of operations. Any fee income or expense related to these investments in real estate debt is recorded when incurred and included in other expenses.
4. INVESTMENTS IN UNCONSOLIDATED JOINT VENTURES
The following information summarizes financial data and principal activities of the Company's unconsolidated joint ventures. The information included in the Summary of Financial Position table is as of September 30, 2026, and December 31, 2025 ($ in thousands).
SUMMARY OF FINANCIAL POSITION
Company's Ownership
Total Assets
Total Liabilities
Total Equity (Deficit)
Company's Investment (Deferred Income)
Interest
2026
2025
2026
2025
2026
2025
2026
2025
Operating Properties:
AMCO 120 WT Holdings, LLC
20%
$
72,888
$
73,982
$
2,145
$
1,732
$
70,743
$
72,250
$
12,908
$
13,201
Crawford Long - CPI, LLC (1) (2)
50%
20,936
20,882
84,554
83,869
(63,618
)
(62,987
)
(31,444
)
(31,067
)
Neuhoff Holdings LLC (3)
50%
593,459
591,844
283,403
271,606
310,055
320,238
172,915
178,723
TL CO Proscenium JV, LLC (4)
20%
175,754
94,240
87,926
3,498
87,828
90,742
4,909
18,479
Land:
715 Ponce Holdings LLC
50%
9,708
9,518
60
11
9,648
9,507
4,968
4,898
$
872,745
$
790,466
$
458,088
$
360,716
$
414,656
$
429,750
$
164,256
$
184,234
(1)
Crawford Long - CPI, LLC has a mortgage loan for the Medical Offices at Emory Hospital property. This $83.0 million interest-only mortgage loan has a fixed interest rate of 4.80% and matures on June 1, 2032. The Company provides a customary "non-recourse carve-out guaranty" for this loan.
(2)
Negative balance is included in deferred income on the consolidated balance sheets.
(3)
The Neuhoff Holdings LLC properties have commenced initial operations. Total liabilities include a construction loan which had an initial borrowing capacity up to $312.7 million, of which the Company's share was $156.4 million. In September 2025, the joint venture entered into the first amendment to the construction loan, repaid $39.2 million of outstanding principal (reducing the current loan capacity to $273.5 million), and extended the maturity date to September 30, 2026. In September 2026, the joint venture exercised an option to extend the loan maturity to September 30, 2027. The construction loan now has a total outstanding principal amount of $254.9 million of which the Company's share is $127.4 million. The updated interest rate applicable to the construction loan is based on SOFR plus 3.00%, with a minimum rate of 6.25%. The interest rate on the loan as of September 30, 2026, was 6.80%. The Company and its joint venture partner guarantee their respective halves of the borrower's obligations to pay certain required equity contributions and project carrying costs, as well as timely completion of project construction. The Company and its partner also provide customary "non-recourse carve-out guaranties." Contemporaneous with the first amendment to the construction loan, the Company loaned its joint venture partner $19.6 million to fund its related contribution to the Neuhoff joint venture (see note 3).
(4)
In September 2026, TL CO Proscenium JV, LLC closed on an interest-only, delayed draw mortgage loan with a borrowing capacity of up to $125.9 million, of which the Company's share is $25.2 million. As of September 30, 2026, the principal amount outstanding is $87.1 million, of which the Company's share is $17.4 million. The interest rate applicable to the mortgage loan is based on SOFR plus 3.05%, with a SOFR floor of 2.75%, which had a rate of 6.963% as of September 30, 2026. The loan is scheduled to mature on October 9, 2029, and the joint venture has the option to exercise two one-year extensions, subject to certain conditions. The Company and its joint venture partner guarantee their respective portions of the borrower's obligations to pay certain required contributions for project carrying costs and leasing and tenant improvement costs. Our share of this funding commitment is $7.8 million. Additionally, on September 30, 2026, the Company received a $15.9 million distribution from the initial loan proceeds which was recorded as a reduction in our investment in the unconsolidated joint venture. Subsequent to quarter end, on October 1, 2026, the Company's partner received its related distribution of $63.5 million.
The information included in the Summary of Operations table below is for the nine months ended September 30, 2026 and 2025 ($ in thousands).
SUMMARY OF OPERATIONS
Total Revenues
Net Income (Loss)
Company's Income (Loss) from Investment
2026
2025
2026
2025
2026
2025
Operating Properties:
AMCO 120 WT Holdings, LLC
$
7,863
$
7,734
$
1,691
$
1,743
$
324
$
330
Crawford Long - CPI, LLC
10,537
10,793
2,370
2,462
1,089
1,138
Neuhoff Holdings LLC
23,130
14,248
(15,319
)
(14,342
)
(8,255
)
(7,518
)
TL CO Proscenium JV, LLC
9,027
11,411
(48
)
118
(187
)
(133
)
Land:
715 Ponce Holdings LLC
223
156
141
62
71
31
$
50,780
$
44,342
$
(11,165
)
$
(9,957
)
$
(6,958
)
$
(6,152
)
12
5.INTANGIBLE ASSETS AND LIABILITIES
At September 30, 2026, and December 31, 2025, intangible assets included the following ($ in thousands):
2026
2025
In-place leases, net of accumulated amortization of $134,344 and $136,277 in 2026 and 2025, respectively
$
141,871
135,606
Below-market ground leases, net of accumulated amortization of $3,066 and $2,854 in 2026 and 2025, respectively
16,186
16,398
Above-market leases, net of accumulated amortization of $23,045 and $23,949 in 2026 and 2025, respectively
9,308
11,060
Goodwill
1,674
1,674
$
169,039
164,738
At September 30, 2026, and December 31, 2025, intangible liabilities were the following ($ in thousands):
2026
2025
Below-market leases, net of accumulated amortization of $55,268 and $61,343 in 2026 and 2025, respectively
$
117,826
$
117,085
The amortization of the above assets and liabilities are recorded as follows ($ in thousands):
Three Months Ended September 30,
Nine Months Ended September 30,
2026
2025
2026
2025
Revenues:
Rental property revenues, net (Below-market and Above-market leases)
$
3,371
$
3,398
$
11,731
$
9,024
Expenses:
Depreciation and amortization (In-place leases)
6,177
5,925
19,924
17,243
Rental property operating and other expenses (Below-market ground leases)
75
71
225
211
Over the next five years and thereafter, aggregate amortization of these intangible assets and liabilities is anticipated to be as follows ($ in thousands):
In-Place Leases
Below-Market Ground Lease
Above-Market Leases
Below-Market Leases
2026 (three months)
$
5,982
$
107
$
550
$
(3,837
)
2027
21,897
282
1,838
(14,981
)
2028
20,453
282
1,727
(14,607
)
2029
18,336
282
1,460
(13,809
)
2030
15,958
282
1,265
(12,216
)
2031
13,965
282
966
(11,421
)
Thereafter
45,280
14,669
1,502
(46,955
)
$
141,871
$
16,186
$
9,308
$
(117,826
)
6.OTHER ASSETS
Other assets on the consolidated balance sheets as of September 30, 2026, and December 31, 2025, included the following ($ in thousands):
2026
2025
Predevelopment costs and earnest money (1)
$
75,583
$
59,789
Prepaid expenses and other assets
15,027
7,339
Lease inducements, net of accumulated amortization of $11,425 and $9,919 in 2026 and 2025, respectively (2)
10,147
9,847
Furniture, fixtures and equipment and other deferred costs, net of accumulated depreciation of $10,394 and $20,837 in 2026 and 2025, respectively
8,311
8,826
Credit Facility deferred financing costs, net of accumulated amortization of $857 and $4,701 in 2026 and 2025, respectively
7,758
1,703
$
116,826
$
87,504
13
(1)
Predevelopment costs represent amounts that are capitalized related to predevelopment projects that the Company determined are probable of future development.
(2)
Represents incentives paid to tenants in conjunction with leasing space, such as moving costs, sublease arrangements of prior space, and other costs. These amounts are amortized into rental revenues over the individual underlying lease terms.
7. NOTES PAYABLE
The following table summarizes the terms of notes payable outstanding at September 30, 2026, and December 31, 2025 ($ in thousands):
Description
Interest Rate (1)
Maturity (2)
2026
2025
Unsecured Notes:
Credit Facility
4.595 %
April 2031
$
114,800
$
116,000
Public Senior Notes
5.875 %
October 2034
500,000
500,000
Public Senior Notes
5.250 %
July 2030
500,000
500,000
Public Senior Notes
4.875 %
March 2033
500,000
-
Public Senior Notes
5.375 %
February 2032
400,000
400,000
Term Loan (3)
4.670 %
March 2027
400,000
400,000
Privately Placed Senior Notes
3.950 %
July 2029
275,000
275,000
Privately Placed Senior Notes
3.860 %
July 2028
250,000
250,000
Privately Placed Senior Notes
3.780 %
July 2027
125,000
125,000
Term Loan
4.670 %
February 2027
100,000
250,000
Privately Placed Senior Notes
4.090 %
July 2027
100,000
100,000
3,264,800
2,916,000
Secured Mortgage Notes:
Terminus (4)
6.340 %
January 2031
221,000
221,000
201 North Tryon
3.370 %
October 2026
115,936
118,928
Colorado Tower
3.450 %
September 2026
-
101,199
336,936
441,127
$
3,601,736
$
3,357,127
Unamortized original issue discount
(6,413
)
(3,246
)
Unamortized loan costs
(15,560
)
(13,066
)
Total Notes Payable
$
3,579,763
$
3,340,815
(1)
Interest rate as of September 30, 2026.
(2)
Weighted average maturity of notes payable outstanding at September 30, 2026, was 4.0 years, exclusive of unexercised extension options.
(3)
The Company previously elected six-month Term SOFR through September 3, 2026, for $200 million and Daily SOFR for $200 million. Upon the ending of the selected Term rates in September 2026, the Company elected Daily SOFR for the total $400 million.
(4)
Represents $123.0 million and $98.0 million non-cross-collateralized mortgages secured by the Terminus 100 and Terminus 200 buildings, respectively.
Credit Facility
On April 1, 2026, the Company entered into the Sixth Amended and Restated Credit Agreement, which recast its existing unsecured revolving line of credit (the "Credit Facility"), under which the Company may borrow up to $1.2 billion. This amendment and restatement of the Credit Facility extended the maturity date from April 30, 2027, to April 1, 2031, increased the borrowing capacity from $1.0 billion to $1.2 billion, and reduced the applicable spread over SOFR. The Credit Facility contains financial covenants, generally unchanged by the April 1, 2026 amendment and restatement, that require, among other things, the maintenance of unencumbered interest coverage ratio of at least 1.75x; a fixed charge coverage ratio of at least 1.50x; a secured leverage ratio of no more than 50%; and overall and unsecured leverage ratios of no more than 60%.
The interest rate applicable to the Credit Facility is based on Daily SOFR plus a spread of 0.675% to 1.350%, depending on the Company's leverage ratio and credit rating. During the first quarter of 2026, this spread was reduced by 15 basis points (including 10 basis points eliminated by an amendment, dated February 6, 2026, and five basis points eliminated by the recast). In addition to the interest rate, the Credit Facility is also subject to an annual facility fee of 0.125% to 0.300%, depending on the Company's credit rating and leverage ratio, on the entire $1.2 billion capacity.
14
As of September 30, 2026, the Credit Facility's interest rate spread over SOFR was 0.725%, and the facility fee was 0.15%. The amount that the Company may draw under the Credit Facility is a defined calculation based on the Company's unencumbered assets and other factors. The total available borrowing capacity under the Credit Facility was $1.1 billion at September 30, 2026. Any amounts outstanding under the Credit Facility may be accelerated upon the occurrence of any events of default.
Term Loans
On October 3, 2022, the Company entered into a Delayed Draw Term Loan Agreement ("the 2022 Term Loan") and borrowed the full $400 million available under the loan. The loan had an initial maturity of March 3, 2025, which has been extended to March 3, 2027, through the exercise of available extension options.
On June 28, 2021, the Company entered into an Amended and Restated Term Loan Agreement ("the 2021 Term Loan"). Under the 2021 Term Loan, the Company borrowed $350 million with an initial maturity of August 30, 2024, which has been extended to February 12, 2027, through the exercise of available extension options. On August 16, 2024, the Company paid down $100 million of the $350 million outstanding and, on February 20, 2026, the Company repaid $150 million of the outstanding principal amount of the 2021 Term Loan.
On April 1, 2026, the Company amended each of the 2021 Term Loan and the 2022 Term Loan. Pursuant to both term loans, as amended, the Company pays interest on each term loan based on Term or Daily SOFR plus a spread of 0.750% to 1.550%, depending on our leverage ratio and credit rating. During the first quarter of 2026, this spread was reduced by 15 basis points on the 2022 Term Loan (including 10 basis points eliminated by an amendment dated February 6, 2026, and five basis points eliminated by the amendment dated April 1, 2026) and by 30 basis points on the 2021 Term Loan (including 10 basis points eliminated by an amendment dated February 6, 2026, and 20 basis points eliminated by the amendment dated April 1, 2026). Interest rates in effect as of September 30, 2026, were 4.670% for $100 million of the 2021 Term Loan and for the $400 million of the 2022 Term Loan (based on Daily SOFR).
The Company has exercised the fourth of six six-month extension options on the 2022 Term Loan, which became effective September 3, 2026, extending the maturity date to March 3, 2027. The Company has also exercised the fifth of six six-month extension options on the 2021 Term Loan, which became effective August 19, 2026, extending the maturity date to February 12, 2027. The Company has two remaining six-month extension options under the 2022 Term Loan (each of which were added as part of the April 1, 2026, amendment) which (if both extension options were exercised) has a final extended maturity date of March 3, 2028. The Company has one remaining 180-day extension option under the 2021 Term Loan (added as part of the April 1, 2026 amendment) which (if the extension option is exercised) has a final extended maturity date of August 11, 2027.
Both term loans have debt covenants consistent with the Credit Facility.
Unsecured Senior Notes
At September 30, 2026, the Company had $2.7 billion aggregate principal amount of senior unsecured notes outstanding, $1.9 billion through public offerings, and $750.0 million through privately placed senior notes.
Public Senior Unsecured Notes
In February 2026, CPLP issued $500 million in aggregate principal amount of 4.875% public senior notes. Upon issuance of these notes, CPLP received proceeds of $496.3 million, net of the original issue discount of $3.7 million, resulting in an effective interest rate of 5.001%. These public senior notes had issuance costs of $4.3 million and mature on March 1, 2033.
In June 2025, CPLP issued $500.0 million in aggregate principal amount of 5.25% public senior notes. Upon issuance of these notes, CPLP received proceeds of $499.9 million, net of the original issue discount of $65,000, resulting in an effective interest rate of 5.251%. These public senior notes had issuance costs of $4.2 million and mature on July 15, 2030.
In December 2024, CPLP issued $400.0 million in aggregate principal amount of 5.375% public senior notes. Upon issuance of these notes, CPLP received proceeds of $397.9 million, net of the original issue discount of $2.1 million, resulting in an effective interest rate of 5.464%. These public senior notes had issuance costs of $3.6 million and mature on February 15, 2032.
15
In August 2024, CPLP issued $500.0 million in aggregate principal amount of 5.875% public senior notes. Upon issuance of these notes, CPLP received proceeds of $498.5 million dollars, net of the original issue discount of $1.5 million, resulting in an effective interest rate of 5.912%. These public senior notes had issuance costs of $5.3 million and mature on October 1, 2034.
The Company's public senior notes are each fully and unconditionally guaranteed by the Company and subject to certain customary covenants that, subject to certain exceptions, include (a) a limitation on the ability of the Company and CPLP to, among other things, incur additional secured and unsecured indebtedness; (b) a limitation on the ability of the Company and CPLP to merge, consolidate, sell, lease, or otherwise dispose of their properties and assets substantially as an entirety; and (c) a requirement that the Company maintain a pool of unencumbered assets. To avoid any such limitations, these covenants require, among other things, maintaining the following financial metrics as defined in the agreement: unencumbered debt ratio of at least 150%; an EBITDA to debt service ratio of at least 1.50x; a secured leverage ratio of no more than 40%; and an overall leverage ratio of no more than 60%.
Privately Placed Senior Unsecured Notes
The Company also has $750.0 million aggregate principal amount of privately placed unsecured senior notes outstanding. A privately placed senior unsecured note of $250 million with a fixed interest rate of 3.91% was repaid at maturity on July 7, 2025.
The privately placed unsecured senior notes contain financial covenants that are consistent with those of our Credit Facility, with the exception of a secured leverage ratio of no more than 40%. The senior notes also contain customary representations and warranties, both affirmative and negative covenants, and customary events of default.
Secured Mortgage Notes
In September 2026, the Company repaid $99.2 million remaining principal on the Colorado Tower mortgage loan in full.
As of September 30, 2026, the Company had $336.9 million outstanding on three non-recourse mortgage notes with a weighted average interest rate of 5.32%. All interest rates on the secured mortgage notes are fixed. Assets with depreciated carrying values of $628.3 million were pledged as security on these mortgage notes payable. In addition, the Company provides a customary “non-recourse carve-out guaranty” on its non-recourse loans.
Subsequent to September 30, 2026, in October 2026, the Company repaid the $115.9 million remaining principal on the 201 North Tryon mortgage loan in full.
Other Debt Information
The Company is in compliance with all of the covenants related to its unsecured and secured debt.
At September 30, 2026, and December 31, 2025, the estimated fair value of the Company’s notes payable was $3.6 billion and $3.4 billion, respectively, calculated by discounting the debt's remaining contractual cash flows at estimated current market rates at which similar loans could have been obtained at September 30, 2026, and December 31, 2025, respectively. The estimate of the current market rates, which is the most significant input in the discounted cash flow calculation, is intended to replicate debt of similar maturity and loan-to-value relationship. These fair value calculations are considered to be Level 2 under the guidelines as set forth in ASC 820, as the Company utilizes market rates for similar type loans from third party brokers.
For the three and nine months ended September 30, 2026, and 2025, interest expense was recorded as follows ($ in thousands):
Three Months Ended September 30,
Nine Months Ended September 30,
2026
2025
2026
2025
Total interest incurred
$
46,541
$
43,131
$
141,019
$
122,705
Interest capitalized
(964
)
(1,634
)
(3,277
)
(5,920
)
Total interest expense
$
45,577
$
41,497
$
137,742
$
116,785
8. DERIVATIVE FINANCIAL INSTRUMENTS
The Company had no outstanding derivative financial instruments as of September 30, 2026, and December 31, 2025.
16
As the Company's outstanding derivative financial instruments expired in March 2025, there was no effect on the consolidated statements of operations for the three and nine months ended September 30, 2026, or three months ended September 30, 2025, respectively. The table below presents the effect of the Company's derivative financial instruments on the consolidated statements of operations for the nine months ended September 30, 2025 ($ in thousands):
Cash Flow Hedges:
Nine Months Ended September 30, 2025
Amount of income recognized in accumulated other comprehensive income on interest rate derivatives
$
11
Amount of loss reclassified from accumulated other comprehensive income into income as an increase of interest expense
94
Total amount of interest expense presented in the consolidated statements of operations
116,785
9. OTHER LIABILITIES
Other liabilities on the consolidated balance sheets as of September 30, 2026, and December 31, 2025, included the following ($ in thousands):
2026
2025
Ground lease liability
$
67,880
$
50,185
Prepaid rent
40,300
42,284
Security deposits
19,370
17,029
Other liabilities
2,087
2,008
$
129,637
$
111,506
10. COMMITMENTS AND CONTINGENCIES
Commitments
As a lessor, the Company had $187.5 million in future obligations to fund tenant improvements and other future construction obligations at September 30, 2026.
Litigation
The Company is subject to various legal proceedings, claims, and administrative proceedings arising in the ordinary course of business, some of which are expected to be covered by liability insurance. Management makes assumptions and estimates concerning the likelihood and amount of any potential loss relating to these matters using the latest information available. The Company records a liability for litigation if an unfavorable outcome is probable and the amount of loss or range of loss can be reasonably estimated. If an unfavorable outcome is probable and a reasonable estimate of the loss is a range, the Company accrues the best estimate within the range. If no amount within the range is a better estimate than any other amount, the Company accrues the minimum amount within the range. If an unfavorable outcome is probable but the amount of the loss cannot be reasonably estimated, the Company discloses the nature of the litigation and indicates that an estimate of the loss or range of loss cannot be made. If an unfavorable outcome is reasonably possible and the estimated loss is material, the Company discloses the nature and estimate of the possible loss of the litigation. The Company does not disclose information with respect to litigation where an unfavorable outcome is considered to be remote or where the estimated loss would not be material. Based on current expectations, such matters, both individually and in the aggregate, are not expected to have a material adverse effect on the liquidity, results of operations, business, or financial condition of the Company.
11. STOCKHOLDERS' EQUITY
Share Repurchase Program
On February 17, 2026, the Board of Directors of the Company authorized the repurchase of up to $250 million of the Company's outstanding common shares under a share repurchase program. On April 28, 2026, the Company's Board of Directors approved an increase to the total amount authorized under the repurchase program to $500 million, of which $410 million remains available for repurchase as of September 30, 2026. During the three months ended March 31, 2026, the Company repurchased 3.9 million shares under the repurchase program at an average price of $23.36 per share for a total of $90.0 million. These shares were removed from issued and outstanding but remain authorized. The Company made no further share repurchases in the subsequent six months ended September 30, 2026.
17
ATM Program
In 2021, the Company entered into an Equity Distribution Agreement ("EDA") with six financial institutions, known as an at-the-market stock offering program ("ATM Program"), under which the Company may offer and sell shares of its common stock from time to time in "at-the-market" offerings with an aggregate gross sales price of up to $500 million. In connection with the ATM Program, the Company may, at its discretion, enter into forward equity sale agreements. The use of a forward equity sale agreement ("Forward Sales") would allow the Company to lock in a share price on the sale of shares of its common stock at the time the agreement is executed but defer receiving the proceeds from the sale of shares until a later date, allowing the Company to better align funding with its capital needs. Sales of shares of the Company's stock, if any, through its banking relationships, are made in amounts and at times to be determined by the Company, but the Company has no obligation to sell any of the shares in the offering and may suspend sales in connection with the offering at any time. Sales of the Company's common stock under Forward Sales, if undertaken, meet the derivatives and hedging guidance scope exception as the contracts are related to the Company's own stock. In 2024, the Company filed a Form S-3 to renew the registration of its authorized shares. In conjunction with that Form S-3 filing, the Company entered into a Second Amendment to allow for the continued issuance of shares under this ATM Program.
During the three and nine months ended September 30, 2026, the Company sold 917,000 shares under Forward Sales contracts at an average price of $31.37. These Forward Sales contracts have an initial maturity date of June 30, 2027, which can be extended by mutual agreement of each party. During the three months ended September 30, 2025, the Company did not sell any shares under Forward Sales contracts. During the nine months ended September 30, 2025, the Company sold 2.9 million shares under Forward Sales contracts at an average price of $30.44 per share. The Company did not sell any more shares under Forward Sales contracts during the remainder of 2025. These Forward Sales contracts have an initial maturity date of December 31, 2026, which can be extended by mutual agreement of each party. The future settlement proceeds were $116.9 million, net of $1.2 million of commissions, and $88.5 million, net of $894,000 of commissions, as of September 30, 2026, and December 31, 2025, respectively. Through September 30, 2026, the Company had settled Forward Sales for 2.6 million shares under the ATM Program and generated net cash proceeds of $101.4 million. Of the aggregate gross sales price of up to $500 million available to be sold under the EDA for the current ATM program, the Company had $276.8 million remaining as of September 30, 2026.
To the extent, prior to settlement, shares sold under Forward Sales were potentially dilutive during the period under the treasury stock method, the impact of such dilution is disclosed in the calculation included in note 14. The Company did not settle any shares under the ATM Program during the three and nine months ended September 30, 2026, or the year ended December 31, 2025.
Other Equity Transactions
On April 30, 2026, the Company purchased the 10% non-controlling interest in one of its consolidated partnerships, which owned the 100 Mill office property, for $18.5 million. As a result of this transaction, $14.1 million non-controlling interest book value was removed from the Company's balance sheet, and $4.5 million was recorded as a reduction in additional paid-in-capital.
12. REVENUE RECOGNITION
The Company categorizes its primary sources of revenue into revenue from contracts with customers and other revenue accounted for as leases under ASC 842 as follows:
•
Rental property revenues consist of (1) contractual lease revenues recognized on a straight-line basis over the respective lease terms; (2) percent rents recognized once a specified sales target is achieved; (3) parking revenue; (4) termination fees; and (5) the reimbursement of the tenants' share of real estate taxes, insurance, and other operating expenses. The Company's leases typically include renewal options and are classified and accounted for as operating leases. Rental property revenues are accounted for using practical expedients under ASC 842.
•
Fee income consists of development fees, management fees, and leasing fees earned from unconsolidated joint ventures and from third parties. Fee income is accounted for in accordance with the guidance set forth in ASC 606.
For the three and nine months ended September 30, 2026, the Company recognized rental property revenues of $257.3 million and $784.1 million, respectively, of which $69.8 million and $219.1 million represented variable rental revenue, respectively. For the three and nine months ended September 30, 2025, the Company recognized rental property revenues of $246.5 million and $727.2 million, respectively, of which $69.3 million and $201.4 million represented variable rental revenue.
For the three and nine months ended September 30, 2026, the Company recognized fee and other revenue of $2.1 million and $6.9 million, respectively. For the three and nine months ended September 30, 2025, the Company recognized fee and other revenue of $1.9 million and $11.6 million, respectively. Included in other revenue is interest income from investments in real estate debt (see note 3), and in 2025, other revenue includes the $4.6 million proceeds from the sale of the Company's bankruptcy claim related to the 2023 bankruptcy of Silicon Valley Bank ("SVB"). SVB's subsidiary, SVB Financial Group, was a tenant in the Company's Phoenix market at the time of the bankruptcy filing.
18
13. STOCK-BASED COMPENSATION
On April 28, 2026, the Company's shareholders voted to approve the Amended and Restated Cousins Properties Incorporated 2019 Omnibus Incentive Stock Plan (the "Amended Incentive Plan"), which replaced the Cousins Properties Incorporated 2019 Omnibus Incentive Stock Plan (the "Prior Incentive Plan" and, together with the Amended Incentive Plan, the "Incentive Plan"), increased the aggregate share limit under the Incentive Plan by five million shares, and extended the term of the Incentive Plan to April 28, 2036.
The Company currently has several types of employee stock-based compensation, including restricted stock and restricted stock units ("RSUs"), issued under the Incentive Plan and the Employee Stock Purchase Plan ("ESPP"). While the Company's Incentive Plan also allows for the issuance of stock options, none have been issued or exercised or were outstanding as of or during any of the periods presented. A portion of the Company's independent directors' compensation is also provided in the form of Company stock issued under the Incentive Plan.
The Company's compensation expense for the three and nine months ended September 30, 2026, relates to restricted stock, stock-settled RSUs, and the ESPP. Restricted stock, the stock-settled RSUs, and the ESPP options are equity-classified compensation for which compensation expense per share is fixed. For the three and nine months ended September 30, 2026, and 2025, respectively, stock-based compensation expense, net of forfeitures, was recorded as follows ($ in thousands):
Three Months Ended September 30,
Nine Months Ended September 30,
2026
2025
2026
2025
Equity-classified awards:
Restricted stock
$
1,299
$
1,150
$
3,669
$
3,447
Market based RSUs
1,500
1,345
6,323
6,291
Performance based RSUs
529
456
2,136
2,052
Director grants
408
410
1,226
1,259
ESPP
17
22
90
75
Total equity-classified award expense, net of forfeitures
$
3,753
$
3,383
$
13,444
$
13,124
Information on the Company's stock compensation plan, including information on the Company's equity-classified awards is discussed in note 15 of the notes to the consolidated financial statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2025.
Grants of Equity-Classified Awards
Under the Incentive Plan, in the second quarters of 2026 and 2025, the Company granted 61,794 and 60,121 shares of stock, respectively, with a grant date value of $1.6 million and $1.7 million, respectively, to independent members of the Company's board of directors (the "Board") for their service as members of the Board. These shares vested on the issuance date, and the Company records the related expense over the director's one year service period.
Under the Incentive Plan, in 2026 and 2025, the Company granted three types of equity-classified awards to key employees: (1) RSUs based on the Total Stockholder Return ("TSR") of the Company, as defined in the award documents, relative to that of office peers included in the Nareit Office Index (the "Market-based RSUs"); (2) RSUs based on the ratio of cumulative funds from operations per share to targeted cumulative funds from operations per share (the “Performance-based RSUs”); and (3) restricted stock.
The RSU awards are equity-classified awards to be settled in common stock with issuance dependent upon the attainment of required service, market, and performance criteria. For the Market-based RSUs, the Company expenses an estimate of the fair value of the awards on the grant date, calculated using a Monte Carlo valuation at grant date, ratably over the vesting period, adjusting only for forfeitures when they occur.
19
The expense of these Market-based RSUs is not adjusted for the number of awards that are expected to vest or that actually vest. For the Performance-based RSUs, the Company expenses the awards over the vesting period using the fair market value of the Company's stock on the grant date. The expense for these Performance-based RSUs is recognized ratably over the vesting period and adjusted each quarter based on the number of shares expected to vest and for forfeitures when they occur. The performance period for each of the Performance-based RSUs and TSR measurement period for the Market-based RSUs awarded is three years, starting on January 1 of the year of issuance and ending on December 31. The ultimate settlement of these awards can range from 0% to 200% of the targeted number of units, depending on the achievement of the market and performance metrics described above.
The restricted stock vests ratably over three years from the grant date. The Company records restricted stock in common stock and additional paid-in capital at fair value on the grant date, with the offsetting deferred compensation also recorded in additional paid-in capital. The Company records compensation expense on a straight-line basis over the vesting period.
The following table summarizes the grants of equity-classified awards made to employees by the Company during the nine months ended September 30, 2026, and 2025, respectively (in thousands):
Shares and Targeted Units Granted in
2026
2025
Market-based RSUs
264
178
Performance-based RSUs
113
77
Restricted stock
262
179
The Monte Carlo valuation used to determine the grant date fair value of the equity-classified Market-based RSUs included the following assumptions for those RSUs granted during the nine months ended September 30, 2026, and 2025:
Assumptions for RSUs Granted in
2026
2025
Volatility
(1
)
29.7
%
31.3
%
Risk-free rate
(2
)
3.43
%
4.26
%
Stock beta
(3
)
0.83
%
0.88
%
(1)
Based on historical volatility over three years using daily stock price.
(2)
Reflects the yield on three-year Treasury bonds.
(3)
Betas are calculated with up to three years of daily stock price data.
20
14. EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted earnings per share for the three and nine months ended September 30, 2026, and 2025 ($ in thousands, except per share amounts):
Three Months Ended September 30,
Nine Months Ended September 30,
2026
2025
2026
2025
Earnings per common share - basic:
Numerator:
Net income
$
17,009
$
8,778
$
18,573
$
44,529
Net income attributable to noncontrolling interests in CPLP from continuing operations
(3
)
(1
)
(3
)
(7
)
Net income attributable to other noncontrolling interests
(6
)
(187
)
(268
)
(552
)
Net income available to common stockholders
$
17,000
$
8,590
$
18,302
$
43,970
Denominator:
Weighted average common shares - basic
164,601
167,967
165,324
167,902
Net income per common share - basic
$
0.10
$
0.05
$
0.11
$
0.26
Earnings per common share - diluted:
Numerator:
Net income
$
17,009
$
8,778
$
18,573
$
44,529
Net income attributable to other noncontrolling interests
(6
)
(187
)
(268
)
(552
)
Net income available for common stockholders before allocation of net income attributable to noncontrolling interests in CPLP
$
17,003
$
8,591
$
18,305
$
43,977
Weighted average common shares - basic
164,601
167,967
165,324
167,902
Add:
Potential dilutive common shares - restricted stock units, less shares assumed purchased at market price
1,157
746
903
771
Potential dilutive common shares - Employee options under the Cousins Employee Stock Purchase Plan, less shares assumed purchased at market price
5
—
2
—
Weighted average units of CPLP convertible into common shares
25
25
25
25
Weighted average common shares - diluted
165,788
168,738
166,254
168,698
Net income per common share - diluted
$
0.10
$
0.05
$
0.11
$
0.26
The treasury stock method resulted in no dilution from shares expected to be issued under forward contracts for the future sales of common stock under the Company's ATM Program.
15. CONSOLIDATED STATEMENTS OF CASH FLOWS - SUPPLEMENTAL INFORMATION
Supplemental information related to the cash flows, including significant non-cash activity affecting the consolidated statements of cash flows, for the nine months ended September 30, 2026, and 2025 is as follows ($ in thousands):
2026
2025
Interest paid, net of amounts capitalized
$
147,769
$
112,347
Income taxes paid
—
—
Non-Cash Investing and Financing Activities:
Common stock dividends declared and accrued
57,270
57,600
Tenant improvements funded by tenants
17,588
51,974
Changes in accounts payable and accrued expenses related to real estate assets
(5,297
)
(24,964
)
Right of use asset - operating lease
(17,721
)
—
Ground lease liability
17,721
—
21
16. REPORTABLE SEGMENTS
The Company's segments are based on the method of internal reporting with operating segments being each of the operating office properties. These operating segments are aggregated for reporting by geographical area, with these geographical regions being: Austin, Atlanta, Charlotte, Dallas, Houston, Nashville, Phoenix, and Tampa.
Company management evaluates the performance of its operating segments in part based on Net Operating Income ("NOI"). Office Property NOI is regularly reported to the Chief Operating Decision Maker ("CODM") by operating segment. The CODM is the Company's President and Chief Executive Officer. Each segment includes both consolidated operations and the Company's share of unconsolidated joint venture operations.
Segment net income, individually significant components of rental property operating expenses, amount of capital expenditures, and total assets are not presented in this note because the CODM does not utilize these measures when analyzing segments or when making resource allocation decisions. Information on the Company's segments along with a reconciliation of NOI to net income for the three and nine months ended September 30, 2026, and 2025 are as follows ($ in thousands):
Three Months Ended September 30, 2026
Rental Property Revenues
Rental Property Operating Expenses
NOI
Austin
$
82,303
$
24,103
$
58,200
Atlanta
85,626
29,612
56,014
Charlotte
29,498
8,148
21,350
Phoenix
18,509
5,020
13,489
Tampa
19,902
6,548
13,354
Dallas
12,259
4,105
8,154
Houston
8,777
2,960
5,817
Nashville
2,634
1,397
1,237
$
259,508
$
81,893
177,615
Non - Office Properties
3,950
1,393
2,557
$
263,458
$
83,286
$
180,172
Less: Company's share from unconsolidated joint ventures
$
(7,193
)
$
(3,193
)
Termination Fees
1,045
-
Total
$
257,310
$
80,093
22
Three Months Ended September 30, 2025
Rental Property Revenues
Rental Property Operating Expenses
NOI
Austin
$
88,296
$
28,053
$
60,243
Atlanta
82,570
30,043
52,527
Charlotte
21,480
5,890
15,590
Phoenix
16,521
4,355
12,166
Tampa
20,272
7,266
13,006
Dallas
9,278
2,196
7,082
Houston
8,292
2,631
5,661
Nashville
1,519
862
657
$
248,228
$
81,296
$
166,932
Non - Office Properties
3,827
1,577
2,250
$
252,055
$
82,873
$
169,182
Less: Company's share from unconsolidated joint ventures
$
(6,106
)
$
(2,850
)
Termination Fees
512
-
Total
$
246,461
$
80,023
Nine Months Ended September 30, 2026
Rental Property Revenues
Rental Property Operating Expenses
NOI
Austin
$
262,660
$
80,589
$
182,071
Atlanta
255,697
89,192
166,505
Charlotte
85,361
23,107
62,254
Phoenix
54,488
14,042
40,446
Tampa
59,605
20,339
39,266
Dallas
37,181
12,032
25,149
Houston
25,817
9,232
16,585
Nashville
6,214
3,230
2,984
$
787,023
$
251,763
$
535,260
Non - Office Properties
12,175
4,856
7,319
$
799,198
$
256,619
$
542,579
Less: Company's share from unconsolidated joint ventures
$
(20,181
)
$
(9,275
)
Termination Fees
5,115
-
Total
$
784,132
$
247,344
23
Nine Months Ended September 30, 2025
Rental Property Revenues
Rental Property Operating Expenses
NOI
Austin
$
262,262
$
81,469
$
180,793
Atlanta
243,308
86,660
156,648
Charlotte
66,589
17,235
49,354
Phoenix
48,758
12,590
36,168
Tampa
60,868
21,477
39,391
Dallas
18,443
4,102
14,341
Houston
25,856
8,977
16,879
Nashville
3,724
1,625
2,099
$
729,808
$
234,135
$
495,673
Non - Office Properties
10,322
4,884
5,438
$
740,130
$
239,019
$
501,111
Less: Company's share from unconsolidated joint ventures
$
(16,305
)
$
(7,661
)
Termination Fees
3,378
-
Total
$
727,203
$
231,358
The following reconciles Net Operating Income from net income for each of the periods presented ($ in thousands):
Three Months Ended September 30,
Nine Months Ended September 30,
2026
2025
2026
2025
Net Income
$
17,009
$
8,778
$
18,573
$
44,529
Fee income
(1,439
)
(526
)
(4,951
)
(1,516
)
Termination fee income
(1,045
)
(512
)
(5,115
)
(3,378
)
Other income
(666
)
(1,339
)
(1,969
)
(10,063
)
General and administrative expenses
9,854
9,510
33,809
29,957
Interest expense
45,577
41,497
137,742
116,785
Depreciation and amortization
103,258
105,272
316,509
308,276
Operating property impairment
—
—
36,600
—
Reimbursed expenses
139
124
431
420
Other expenses
875
440
1,702
1,305
Loss from unconsolidated joint ventures
2,101
2,682
6,958
6,152
Net operating income from unconsolidated joint ventures
4,000
3,256
10,906
8,644
Loss (gain) on investment property transaction
509
—
(8,616
)
—
Net Operating Income
$
180,172
$
169,182
$
542,579
$
501,111
24
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.
Overview of 2026 Performance and Company and Industry Trends
Cousins Properties Incorporated ("Cousins") (and collectively, with its subsidiaries, the "Company," "we," "our," or "us") is a publicly traded (NYSE: CUZ), self-administered, and self-managed real estate investment trust, or REIT. Cousins conducts substantially all of its business through Cousins Properties LP ("CPLP"). Cousins owns in excess of 99% of CPLP and consolidates CPLP. CPLP owns Cousins TRS Services LLC, a taxable entity that owns and manages its own real estate portfolio and performs certain real estate related services for other parties. Our strategy is to create stockholder value by owning a lifestyle office portfolio (described in further detail below) in the Sun Belt markets, with a particular focus on the core markets of Austin, Atlanta, Charlotte, Tampa, Phoenix, Dallas, and Nashville. We execute this strategy through disciplined capital allocation, including opportunistic acquisitions, selective developments, and timely dispositions of non-core assets while maintaining a portfolio of newer, more efficient properties with lower capital expenditure requirements. This strategy is also based on a simple, flexible, and low-leverage balance sheet that allows us to pursue compelling growth opportunities at the most advantageous points in the cycle. To implement this strategy, we strive to have strong local operating platforms in each major market.
During the quarter, we leased 546,000 square feet of office space, including 220,000 square feet of new and expansion leases representing 40.3% of total leasing activity. Straight-line basis net rent per square foot increased 31.9% for those office spaces that were under lease within the past year. Same property Net Operating Income ("NOI", defined below) for consolidated properties and our share of unconsolidated properties increased 3.3% for the three months ended September 30, 2026, compared to the three months ended September 30, 2025.
For the nine months ended September 30, 2026, we leased 2.4 million square feet of office space, including 1.1 million of new and expansion leases representing 45.7% of total leasing activity. Straight-line basis net rent per square foot increased 28.9% for those office spaces that were under lease within the past year. Same property net operating income for consolidated properties and our share of unconsolidated properties increased 2.3% for the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025.
On July 17, 2026, we acquired a preferred equity interest in 5th & Walsh, a 199,000 square foot office building under development in Austin. Our funding commitment of $31.5 million is expected to be invested in 2027.
On July 29, 2026, we sold One Eleven Congress, a 519,000 square foot office building in Austin, for a gross sales price of $208.0 million.
On September 29, 2026, we acquired an interest in a 2.3 acre land parcel in Uptown Dallas, through a newly formed joint venture, 2401 McKinney. We are a 97.5% equity partner in the joint venture and contributed $50.0 million at formation for $42.2 million of 2.3 acres of land, including a fee and leasehold interest, and $7.8 million of predevelopment costs.
During the quarter, we sold 917,000 shares under our ATM program, on a forward basis, at an average price of $31.37 per share. This brings our total unsettled common shares sold on a forward basis to 3.9 million at an average price of $30.66 per share.
We repaid our $99.2 million mortgage note, secured by Colorado Tower in Austin, at par on the September 1, 2026 maturity date. Subsequent to quarter end, we repaid the $115.9 million remaining principal on our mortgage note secured by 201 North Tryon.
We believe lifestyle offices in the Sun Belt, and in particular within the seven core Sun Belt markets in which we own properties, will continue to outperform the broader office sector. This is driven by migration into the Sun Belt and the flight to quality, which is reflected in the tenant leasing demand for lifestyle offices over lower quality assets.
We consider “lifestyle offices” to be well-located buildings that are modern structures or have been modernized to compete with newer buildings, are professionally managed and maintained, and offer a number and type of amenities that are in high demand by customers that are focused on the importance of the physical work environment in recruiting and retaining employees. We believe our “lifestyle office” portfolio improves our ability to renew leases and obtain new customers which results in consistently higher occupancy than the remainder of the office buildings in our markets. We do not consider the expression “lifestyle office” a classification of our properties in accordance with any standard listing criteria in the real estate industry. We, therefore, caution investors that our use and definition of “lifestyle office” may be different than the use and definition of similar expressions and traditional classifications that may be used by other companies.
25
Results of Operations For The Three and Nine Months Ended September 30, 2026
General
Net income available to common stockholders for the three and nine months ended September 30, 2026, was $17.0 million and $18.3 million, respectively. Net income available to common stockholders for the three and nine months ended September 30, 2025, was $8.6 million and $44.0 million, respectively. During the nine months ended September 30, 2026, we recorded a $36.6 million impairment related to One Eleven Congress, and a gain of $9.2 million upon sale of Research Park V in June 2026. We detail below other material changes in the components of net income and loss available to common stockholders for the three and nine months ended September 30, 2026, compared to the same periods in 2025.
Rental Property Revenue, Rental Property Operating Expenses, and Net Operating Income
The following results include the performance of our Same Property portfolio. Our Same Property portfolio includes office properties that were stabilized and owned by us for the entirety of each comparable reporting period presented and excludes any office properties held for sale. Same Property amounts for the 2026 versus 2025 comparison period are for office properties that were stabilized and owned as of January 1, 2025, through September 30, 2026. We consider many factors in determining whether a property has stabilized, including the property’s occupancy (independently and relative to its submarket) and current leasing pipeline, as well as time since the cessation of major construction activity.
Company management evaluates the performance of its property portfolio, in part, based on NOI. NOI represents rental property revenues, excluding termination fee income, less rental property operating expenses. NOI is not a measure of cash flows or operating results as measured by GAAP, is not indicative of cash available to fund cash needs, and should not be considered an alternative to cash flows as a measure of liquidity. All companies may not calculate NOI in the same manner. We consider NOI to be an appropriate supplemental measure to net income as it helps both management and investors understand the core operations of our operating assets. NOI excludes corporate general and administrative expenses, interest expense, depreciation and amortization, impairments, gains/losses on sales of real estate, and other non-operating items. As a result, we use only those income and expense items that are incurred at the property level to evaluate a property's performance.
The following table reconciles net income to consolidated NOI for each of the periods presented ($ in thousands):
Three Months Ended September 30,
Nine Months Ended September 30,
2026
2025
2026
2025
Net Income
$
17,009
$
8,778
$
18,573
$
44,529
Fee income
(1,439
)
(526
)
(4,951
)
(1,516
)
Termination fee income
(1,045
)
(512
)
(5,115
)
(3,378
)
Other income
(666
)
(1,339
)
(1,969
)
(10,063
)
General and administrative expenses
9,854
9,510
33,809
29,957
Interest expense
45,577
41,497
137,742
116,785
Depreciation and amortization
103,258
105,272
316,509
308,276
Reimbursed expenses
139
124
431
420
Other expenses
875
440
1,702
1,305
Operating property impairment
—
—
36,600
—
Loss from unconsolidated joint ventures
2,101
2,682
6,958
6,152
Loss (gain) on investment property transaction
509
—
(8,616
)
—
Net Operating Income
$
176,172
$
165,926
$
531,673
$
492,467
26
Consolidated rental property revenues, rental property operating expenses, and NOI changed between the 2026 and 2025 periods as follows ($ in thousands):
Three Months Ended September 30,
Nine Months Ended September 30,
2026
2025
$ Change
% Change
2026
2025
$ Change
% Change
Rental Property Revenues
Same Property
$
228,210
$
221,711
$
6,499
2.9
%
$
683,381
$
660,738
$
22,643
3.4
%
Non-Same Property
28,055
24,238
3,817
15.7
%
95,636
63,087
32,549
51.6
%
256,265
245,949
10,316
4.2
%
779,017
723,825
55,192
7.6
%
Termination fee income
1,045
512
533
5,115
3,378
1,737
Total Rental Property Revenues
$
257,310
$
246,461
$
10,849
$
784,132
$
727,203
$
56,929
Rental Property Operating Expenses
Same Property
$
72,727
$
71,335
$
1,392
2.0
%
$
219,739
$
208,101
$
11,638
5.6
%
Non-Same Property
7,366
8,688
(1,322
)
(15.2
)%
27,605
23,257
4,348
18.7
%
Total Rental Property Operating Expenses
$
80,093
$
80,023
$
70
0.1
%
$
247,344
$
231,358
$
15,986
6.9
%
Net Operating Income
Same Property NOI
$
155,483
$
150,376
$
5,107
3.4
%
$
463,642
$
452,637
$
11,005
2.4
%
Non-Same Property NOI
20,689
15,550
5,139
33.0
%
68,031
39,830
28,201
70.8
%
Total NOI
$
176,172
$
165,926
$
10,246
6.2
%
$
531,673
$
492,467
$
39,206
8.0
%
Same Property NOI represents Net Operating Income for those office properties that were stabilized and owned by us for the entirety of the 2026 and 2025 reporting periods presented, excluding any office properties held for sale. Same Property NOI allows analysts, investors, and management to analyze continuing operations and evaluate the growth trend of the Company's portfolio.
Same Property Rental Property Revenues, Operating Expenses, and NOI increased for the nine months ended September 30, 2026, compared to the same period in the prior year primarily due to an increase in occupancy at Promenade Tower, Avalon, 3350 Peachtree, and Corporate Center. Same Property Rental Property Revenues and NOI were partially offset by decreased occupancy at 201 North Tryon, driven by the ongoing redevelopment at this property.
Non-Same Property Rental Property Revenues and NOI increased for the three and nine months ended September 30, 2026, compared to the same periods in the prior year primarily due to the acquisitions of 300 South Tryon in February 2026 as well as the acquisition of The Link in July 2025. These increases for the three and nine months ended September 30, 2026 were partially offset by the sales of Harborview in February 2026, Research Park V in June 2026, and One Eleven Congress in July 2026. Operating Expenses for the quarter ended September 30, 2026, were down due to the disposition of One Eleven Congress in July 2026.
27
The following table details consolidated NOI from properties aggregated by market ($ in thousands):
Three Months Ended September 30,
Market
2026
2025
$ Change
% Change
Austin
$
58,200
$
60,243
$
(2,043
)
(3.4
)%
Atlanta
54,547
50,937
3,610
7.1
%
Charlotte
21,350
15,590
5,760
36.9
%
Phoenix
13,489
12,166
1,323
10.9
%
Tampa
13,354
13,006
348
2.7
%
Dallas
8,154
7,082
1,072
15.1
%
Houston
5,817
5,660
157
2.8
%
Office NOI
174,911
164,684
10,227
6.2
%
Other Non-Office (1)
1,261
1,242
19
Total NOI
$
176,172
$
165,926
$
10,246
Nine Months Ended September 30,
Market
2026
2025
$ Change
% Change
Austin
$
182,071
$
180,793
$
1,278
0.7
%
Atlanta
162,331
151,898
10,433
6.9
%
Charlotte
62,254
49,354
12,900
26.1
%
Phoenix
40,446
36,168
4,278
11.8
%
Tampa
39,266
39,391
(125
)
(0.3
)%
Dallas
25,149
14,341
10,808
75.4
%
Houston
16,585
16,879
(294
)
(1.7
)%
Office NOI
528,102
488,824
39,278
8.0
%
Other Non-Office (1)
3,571
3,643
(72
)
Total NOI
$
531,673
$
492,467
$
39,206
(1)
Includes operations at land sites held for future development as well as a parking garage in Charlotte.
From an overall portfolio perspective, in-place gross rent per square foot as of September 30, 2026, increased 1.2% compared to September 30, 2025, contributing to a portfolio wide increase in NOI. NOI from the Dallas market increased $1.1 million and $10.8 million, or 15.1% and 75.4%, for the three and nine months ended September 30, 2026, compared to the same periods in the prior year, respectively, primarily due to the acquisition of The Link in July 2025. NOI from the Charlotte market increased $5.8 million and $12.9 million, or 36.9% and 26.1%, for the three and nine months ended September 30, 2026, compared to the same periods in the prior year, respectively, primarily due to the acquisition of 300 South Tryon in February 2026. NOI from the Phoenix market increased $1.3 million and $4.3 million, or 10.9% and 11.8%, for the three and nine months ended September 30, 2026 compared to the same periods in the prior year, respectively, primarily due to increased occupancy related to the completion of Hayden Ferry I's redevelopment in the fourth quarter of 2025. NOI from the Atlanta market increased $3.6 million and $10.4 million, or 7.1% and 6.9%, for the three and nine months ended September 30, 2026, compared to the same periods in the prior year, respectively, primarily due to increased occupancy at Avalon and 3350 Peachtree and the end of several variable rent abatement periods at Promenade Tower.
28
Fee Income
Fee income increased $913,000 and $3.4 million for the three and nine months ended September 30, 2026, compared to the same periods in the prior year, primarily by providing leasing services to our Proscenium joint venture.
Other Income
Other income decreased $673,000 and $8.1 million for the three and nine months ended September 30, 2026, compared to the same periods in the prior year, primarily due to the sale of our Silicon Valley Bank bankruptcy claim in the first quarter of 2025, for $4.6 million, and a reduction in interest income from the two mezzanine loans and the Saint Ann Court Mortgage Loan earned in the first quarter of 2025. These reductions were partially offset by interest income from the joint venture partner loan, which was issued in September 2025. These transactions are described in further detail in note 3 and note 12 to the consolidated financial statements in this Form 10-Q.
General and Administrative Expenses
General and administrative expenses increased $3.9 million, or 12.9%, for the nine months ended September 30, 2026, compared to the same period in the prior year, primarily due to increases in compensation related expenses which includes leasing commissions incurred providing leasing services to our Proscenium joint venture for which we receive leasing fee income noted above.
Interest Expense
Interest expense, net of amounts capitalized, increased $4.1 million and $21.0 million, or 9.8% and 17.9%, for the three and nine months ended September 30, 2026, compared to the same periods in the prior year, respectively, primarily due to the issuance of the $500 million unsecured senior notes in February 2026, and a higher average balance outstanding on the credit facility. Increased interest expense was partially offset by the repayment of $150 million of the 2021 Term Loan in February 2026.
Depreciation and Amortization
Depreciation and amortization changed between the 2026 and 2025 periods as follows ($ in thousands):
Three Months Ended September 30,
Nine Months Ended September 30,
2026
2025
$ Change
% Change
2026
2025
$ Change
% Change
Depreciation and Amortization
Same Property
$
91,981
$
91,000
$
981
1.1
%
$
274,022
$
269,354
$
4,668
1.7
%
Non-Same Property
11,130
14,151
(3,021
)
(21.3
)%
42,055
38,563
3,492
9.1
%
Non-Real Estate Assets
147
121
26
21.5
%
432
359
73
20.3
%
Total Depreciation and Amortization
$
103,258
$
105,272
$
(2,014
)
(1.9
)%
$
316,509
$
308,276
$
8,233
2.7
%
Non-Same Property depreciation and amortization increased for the nine months ended September 30, 2026, compared to the same period in the prior year, primarily due to the acquisition of 300 South Tryon in February 2026, the acquisition of The Link in July 2025, and the completion of development at Domain 9 in March 2025. These increases were partially offset by the sale of Harborview Plaza in February 2026 and the classification of One Eleven Congress as held for sale in May 2026, which was subsequently sold in July 2026.
29
Income and Net Operating Income from Unconsolidated Joint Ventures
Income from unconsolidated joint ventures consisted of the Company's share of the following ($ in thousands):
Three Months Ended September 30,
Nine Months Ended September 30,
2026
2025
$ Change
% Change
2026
2025
$ Change
% Change
Loss from unconsolidated joint ventures
$
(2,101
)
$
(2,682
)
$
581
21.7
%
$
(6,958
)
$
(6,152
)
$
(806
)
(13.1
)%
Depreciation and amortization expense
3,183
3,034
149
4.9
%
9,293
7,735
1,558
20.1
%
Interest expense
2,797
2,830
(33
)
(1.2
)%
8,165
7,058
1,107
15.7
%
Other expense
158
99
59
59.6
%
518
82
436
531.7
%
Other income
(37
)
(25
)
(12
)
(48.0
)%
(112
)
(79
)
(33
)
41.8
%
Net operating income from unconsolidated joint ventures
$
4,000
$
3,256
$
744
22.9
%
$
10,906
$
8,644
$
2,262
26.2
%
Net operating income:
Same Property
1,468
1,591
(123
)
(7.7
)%
4,173
4,750
(577
)
(12.1
)%
Non-Same Property
2,532
1,665
867
52.1
%
6,733
3,894
2,839
72.9
%
Net operating income from unconsolidated joint ventures
$
4,000
$
3,256
$
744
22.9
%
$
10,906
$
8,644
$
2,262
26.2
%
The change in loss from unconsolidated joint ventures was driven by increases in unconsolidated depreciation and amortization expense as well as unconsolidated interest expense. Unconsolidated depreciation and amortization expense and interest expense increased for the three and nine months ended September 30, 2026, compared to the same period in the prior year, primarily due to assets being placed in service as the development of Phase I of the Neuhoff joint venture was completed and initial operations commenced.
Non-Same Property NOI from unconsolidated joint ventures increased for the three and nine months ended September 30, 2026, compared to the same periods in the prior year, primarily due to operations at the Neuhoff joint venture, as the property continues to increase occupancy.
Funds From Operations
The following tables show Funds from Operations (“FFO”) and the related reconciliation from net income available to common stockholders. We calculate FFO as defined by the National Association of Real Estate Investment Trusts ("Nareit"), which is net income available to common stockholders (computed in accordance with GAAP), excluding depreciation and amortization related to real estate, gains and losses from sales of depreciable property, gains and losses from changes in control, impairment of depreciable real estate and after adjustments for unconsolidated partnerships and joint ventures to reflect FFO on the same basis.
FFO is used by industry analysts and investors as a supplemental measure of a REIT’s operating performance. Historical cost accounting for real estate assets implicitly assumes that the value of real estate assets diminishes predictably over time. Since real estate values instead have historically risen or fallen with market conditions, many industry investors and analysts have considered presentation of operating results for real estate companies that use historical cost accounting to be insufficient by themselves. Thus, Nareit created FFO as a supplemental measure of REIT operating performance that excludes historical cost depreciation, among other items, from GAAP net income. The use of FFO, combined with the required primary GAAP presentations, has been fundamentally beneficial, improving the understanding of operating results of REITs among the investing public and making comparisons of REIT operating results more meaningful. Company management evaluates operating performance, in part, based on FFO. Additionally, we use FFO, along with other measures, to assess performance in connection with evaluating and granting incentive compensation to our officers and other key employees.
30
The reconciliation of net income to FFO is as follows for the three and nine months ended September 30, 2026, and 2025 (in thousands, except per share amounts):
Three Months Ended September 30,
2026
2025
Dollars
Weighted Average Common Shares
Per Share Amount
Dollars
Weighted Average Common Shares
Per Share Amount
Net Income Available to Common Stockholders
$
17,000
164,601
0.10
$
8,590
167,967
$
0.05
Noncontrolling interest related to unitholders
3
25
—
1
25
—
Potentially dilutive common shares - ESPP
—
5
—
0
0
—
Conversion of unvested restricted stock units
—
1,157
—
—
746
—
Net Income — Diluted
17,003
165,788
0.10
8,591
168,738
0.05
Depreciation and amortization of real estate assets:
Consolidated properties
103,111
—
0.63
105,152
—
0.62
Share of unconsolidated joint ventures
3,183
—
0.02
3,034
—
0.02
Partners' share of real estate depreciation
(32
)
—
—
(241
)
—
—
Loss on sale of depreciated properties:
Consolidated properties
509
—
0.00
—
—
—
Funds From Operations
$
123,774
165,788
$
0.75
$
116,536
168,738
$
0.69
Nine Months Ended September 30,
2026
2025
Dollars
Weighted Average Common Shares
Per Share Amount
Dollars
Weighted Average Common Shares
Per Share Amount
Net Income Available to Common Stockholders
$
18,302
165,324
$
0.11
$
43,970
167,902
$
0.26
Noncontrolling interest related to unitholders
3
25
—
7
25
—
Potentially dilutive common shares - ESPP
—
2
—
—
—
—
Conversion of unvested restricted stock units
—
903
—
—
771
—
Net Income — Diluted
18,305
166,254
0.11
43,977
168,698
0.26
Depreciation and amortization of real estate assets:
Consolidated properties
316,077
—
1.89
307,917
—
1.83
Share of unconsolidated joint ventures
9,293
—
0.06
7,735
—
0.04
Partners' share of real estate depreciation
(373
)
—
—
(765
)
—
—
Gain on sale of depreciated properties:
Consolidated properties
(8,616
)
—
(0.05
)
—
—
—
Impairment
36,600
—
0.22
—
—
—
Funds From Operations
$
371,286
166,254
$
2.23
$
358,864
168,698
$
2.13
31
Liquidity and Capital Resources
Our primary short-term and long-term liquidity needs include the following:
•
property operating expenses;
•
property, land, and other real estate related acquisitions;
•
expenditures on development and redevelopment projects;
•
building improvements, tenant improvements, and leasing costs;
•
principal and interest payments on indebtedness;
•
general and administrative costs; and
•
common stock dividends and distributions to outside unitholders of CPLP.
We may satisfy these needs with one or more of the following:
•
cash and cash equivalents on hand;
•
net cash from operations;
•
proceeds from the sale of assets;
•
borrowings under our Credit Facility;
•
proceeds from mortgage notes payable;
•
proceeds from construction loans;
•
proceeds from unsecured loans;
•
proceeds from offerings of debt and equity securities; and
•
joint venture formations.
Our material capital expenditure commitments as of September 30, 2026, included $187.5 million of unfunded tenant improvements and construction costs. As of September 30, 2026, we had $114.8 million drawn under our credit facility with the ability to borrow $1.1 billion, as well as $5.2 million of cash and cash equivalents. We expect to have sufficient liquidity to meet our obligations for the foreseeable future.
Other Debt Information
In addition to our $1.2 billion unsecured Credit Facility, under which $114.8 million is outstanding as of September 30, 2026, we also have unsecured debt from four outstanding public unsecured senior notes totaling $1.9 billion, two term loans totaling $500 million, and four tranches of privately placed unsecured senior notes totaling $750 million. Our existing consolidated mortgage debt is comprised of non-recourse, fixed-rate mortgage notes secured by various real estate assets. We expect to either refinance our non-recourse mortgage loans at maturity or repay the mortgage loans with other capital resources, including our credit facility, unsecured debt, non-recourse mortgages, construction loans, the sale of assets, joint venture equity, the issuance of common stock, the issuance of preferred stock, or the issuance of units of CPLP. Many of our non-recourse mortgages contain covenants that, if not satisfied, could result in acceleration of the maturity of the debt. As of September 30, 2026, 83% of our consolidated debt bears interest at a fixed rate. The 17% of consolidated debt that bears interest at a floating rate is based on SOFR.
On April 1, 2026, we recast our Credit Facility to provide borrowing capacity up to $1.2 billion subject to conditions. This new facility replaced the Company's existing facility, extended the scheduled maturity from April 2027 to April 2031, and increased the borrowing capacity from $1.0 billion to $1.2 billion. Additionally, we amended our 2021 Term Loan and 2022 Term Loan, adding two six-month extension options to each. Since December 31, 2025, our all-in borrowing spread improved by 15 basis points on both the revolving credit facility and the 2022 Term Loan, and 30 basis points on the 2021 Term Loan. As of September 30, 2026, the borrowing spread on our Credit Facility was 72.5 basis points over SOFR, and the borrowing spread on each term loan was 80 basis points over SOFR. Financial covenants within the new facilities remained generally unchanged.
We are in compliance with all covenants of our existing unsecured and secured debt.
Future Capital Requirements
To meet capital requirements for future investment activities, we intend to actively manage our portfolio of properties and strategically sell assets to exit our non-core holdings and reposition our portfolio of income-producing assets. We also expect to continue to utilize cash retained from operations, as well as third-party sources of capital such as indebtedness, to fund future commitments and to utilize construction financing facilities for some development assets, if available and under appropriate terms. We may also generate capital through the issuance of securities that include common or preferred stock, warrants, debt securities, or the issuance of CPLP limited partnership units. The Company and CPLP have filed a registration statement on Form S-3 with the SEC registering, among other securities, debt securities of CPLP, which are fully and unconditionally guaranteed by the Company. Separate consolidated financial statements of CPLP have not been presented in accordance with the amendments to Rule 3-10 of Regulation S-X. Furthermore, as permitted under Rule 13-01(a)(4)(vi), the Company has excluded the summarized financial information for CPLP as the assets, liabilities, and results of operations of the Company and CPLP are not materially
32
different than the corresponding amounts presented in the consolidated financial statements of the Company, and management believes such summarized financial information would be repetitive and not provide incremental value to investors.
Our business model also includes raising or recycling capital, which can assist in meeting obligations and funding development and acquisition activity. If one or more sources of capital are not available when required, we may be forced to reduce the number of projects we acquire or develop and/or raise capital on potentially unfavorable terms, or we may be unable to raise capital, which could have an adverse effect on our financial position or results of operations.
Cash Flows
We report and analyze our cash flows based on operating activities, investing activities, and financing activities. The following table sets forth the changes in cash flows ($ in thousands):
Nine Months Ended September 30,
2026
2025
Change
Net cash provided by operating activities
$
308,294
$
287,803
$
20,491
Net cash used in investing activities
(265,769
)
(335,512
)
69,743
Net cash provided by (used in) financing activities
(43,032
)
45,035
(88,067
)
The reasons for significant increases and decreases in cash flows between the periods are as follows:
Cash Flows from Operating Activities. Cash flows provided by operating activities increased by $20.5 million during the 2026 nine month period compared to the same period in 2025, primarily due to the acquisitions of The Link and 300 South Tryon. In addition to these acquisitions there was an increase in cash inflows from a combination of increased occupancy and expiration of rent abatement periods, primarily at Promenade Tower, Hayden Ferry, Domain 9, and 300 Colorado. These inflows were partially offset by increased interest payments from the senior note issuances in June 2025 and February 2026.
Cash Flows from Investing Activities. Cash flows used in investing activities decreased by $69.7 million for the 2026 nine month period compared to the same period in 2025 primarily due to receipt of proceeds from sales of operating properties in 2026 partially offset by increased payments related to acquisitions in 2026 when compared to 2025. In 2026, we received proceeds from the sale of Harborview, Research Park V, and One Eleven Congress and had no dispositions in 2025. In July 2025, we acquired the Link for $218.0 million and, in February and September 2026, we acquired 300 South Tryon and land at 2401 McKinney, respectively, for $317.5 million and $50.0 million.
Cash Flows from Financing Activities. Cash flows used in financing activities for the 2026 nine month period were $43.0 million, compared to cash flows provided by financing activities of $45.0 million for the same period in 2025. During the nine month period in 2026, we received proceeds from the issuance of $500.0 million of 4.875% public senior notes in February 2026. These proceeds were partially offset by a $150 million partial repayment of the 2021 Term Loan, repayment at par of our $99.2 million Colorado Tower mortgage in September 2026, and a $90 million repurchase of outstanding common shares under the 2026 share repurchase program. During the nine month period in 2025, we received proceeds from the issuance of $500.0 million of 5.250% public senior notes in June 2025, partially offset by repayment of $250 million of privately placed senior notes and an increase in net repayments on our credit facility.
33
Capital Expenditures. We incur capital expenditures for the development of new properties, the redevelopment of existing or newly purchased properties, building improvements, direct leasing costs for new or replacement tenants, and capitalized interest and salaries. Components of expenditures included in this line item for the nine months ended September 30, 2026, and 2025 are as follows ($ in thousands):
Nine Months Ended September 30,
2026
2025
Projects under development (1)
$
—
$
2,259
Operating properties—redevelopment
42,018
27,633
Operating properties—building improvements
29,453
28,388
Operating properties—leasing costs
115,345
111,343
Capitalized interest and other
11,903
10,837
Total capital expenditures
$
198,719
$
180,460
(1) Includes initial leasing costs.
Capital expenditures increased $18.3 million between the 2026 and 2025 nine month periods, primarily due to partial redevelopment activity at 201 North Tryon, 550 South, and Hayden Ferry.
The above leasing costs include leasing commissions and tenant improvements, which are both capitalized as a component of our real estate assets as they are incurred. Commitments toward those costs are calculated on square foot basis and are included in our leasing activity as leases are executed.
34
Leasing activity details, including the components of net effective rent per square foot, for our office portfolio on leases executed during the nine months ended September 30, 2026 and 2025 are as follows:
Nine Months Ended September 30, 2026
New
Renewal
Expansion
Total
Net leased square feet (1)
869,611
1,304,405
228,370
2,402,386
Number of transactions
64
59
28
151
Lease term in years (2)
8.5
6.6
9.2
7.5
Net effective rent calculation (per square foot per year) (2)
Net annualized rent (3)
$
42.76
$
41.69
$
49.59
$
42.83
Net free rent
(3.05
)
(1.33
)
(3.00
)
(2.11
)
Leasing commissions
(3.55
)
(2.74
)
(3.83
)
(3.13
)
Tenant improvements
(10.36
)
(4.60
)
(9.48
)
(7.16
)
Total leasing costs
(16.96
)
(8.67
)
(16.31
)
(12.40
)
Net effective rent
$
25.80
$
33.02
$
33.28
$
30.43
Second generation leased square footage (4)
1,748,363
Increase in straight-line basis second generation net rent per square foot (5)
28.9
%
Increase in cash-basis second generation net rent per square foot (6)
14.2
%
Nine Months Ended September 30, 2025
New
Renewal
Expansion
Total
Net leased square feet (1)
489,932
743,103
191,794
1,424,829
Number of transactions
60
50
18
128
Lease term in years (2)
7.7
7.9
8.3
7.9
Net effective rent calculation (per square foot per year) (2)
Net annualized rent (3)
$
40.46
$
36.39
$
40.48
$
38.34
Net free rent
(2.22
)
(1.84
)
(1.45
)
(1.92
)
Leasing commissions
(3.34
)
(2.55
)
(2.79
)
(2.85
)
Tenant improvements
(8.56
)
(4.96
)
(6.88
)
(6.46
)
Total leasing costs
(14.12
)
(9.35
)
(11.12
)
(11.23
)
Net effective rent
$
26.34
$
27.04
$
29.36
$
27.11
Second generation leased square footage (4)
1,115,440
Increase in straight-line basis second generation net rent per square foot (5)
22.1
%
Increase in cash-basis second generation net rent per square foot (6)
4.9
%
(1)
Comprised of total square feet leased, unadjusted for ownership share. Excludes leases approximately one year or less, along with apartment, retail, amenity, storage, and intercompany space leases.
(2)
Weighted average of net leased square feet.
(3)
Straight-line net rent per square foot (operating expense reimbursements deducted from gross leases) over the lease term, prior to any deductions for leasing costs. Excludes percent rent leases.
(4)
Excludes leases executed for spaces that were vacant upon acquisition, new leases in development properties, percent rent leases, and leases for spaces that have been vacant for one year or more.
(5)
Increase in second generation straight-line basis net annualized rent on a weighted average basis.
(6)
Increase in second generation net cash rent at the end of the term paid by the prior tenant compared to net cash rent at the beginning of the term (after any free rent period) paid by the current tenant on a weighted average basis. For early renewals, the final net cash rent paid under the original lease is compared to the first net cash rent paid under the terms of the renewal. Net cash rent is net of any recovery of operating expenses but prior to any deductions for leasing costs.
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Dividends. We paid common dividends of $160.6 million and $162.1 million in the nine months ended September 30, 2026, and 2025, respectively. We expect to fund our future quarterly common dividends with cash provided by operating activities, also using proceeds from investment property sales, distributions from unconsolidated joint ventures, indebtedness, and proceeds from offerings of equity and other securities, if necessary.
On a quarterly basis, we review the amount of the common dividend in light of current and projected future cash flows from the sources noted above and also consider the requirements needed to maintain our REIT status. In addition, we have certain covenants under credit agreements that could limit the amount of common dividends paid. In general, common dividends of any amount can be paid as long as leverage, as defined in our credit agreements, is less than 60% and we are not in default. Certain conditions also apply in which we can still pay common dividends if leverage is above that amount. We routinely monitor the status of our common dividend payments in light of the covenants of our credit agreements.
Off Balance Sheet Arrangements
General. We have a number of off balance sheet joint ventures with varying structures, as described in note 6 of the notes to consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2025, and in note 4 of the notes to condensed consolidated financial statements included in this filing. The joint ventures in which we have an interest are involved in the ownership, acquisition, and/or development of real estate. A venture will fund capital requirements or operational needs with cash from operations or financing proceeds, if possible. If additional capital is deemed necessary, a venture may request a contribution from the partners, and we will evaluate such request.
Debt. At September 30, 2026, our unconsolidated joint ventures had aggregate outstanding indebtedness to third parties of $425.0 million. These loans are generally mortgage or construction loans, which are non-recourse to us. In certain instances, we provide “non-recourse carve-out guarantees” on these non-recourse loans. We, along with our Neuhoff Holdings LLC joint venture partner, guarantee our respective halves of the borrower's obligations to pay certain required equity contributions and project carrying costs, as well as timely completion of project construction. In addition, along with our TL CO Proscenium JV, LLC joint venture partner, we guarantee our respective portions of the borrower's obligations to pay certain required equity contributions for project carrying costs and leasing and tenant improvement costs. Our portion of the borrower's obligations is $7.8 million. Certain of these loans have variable interest rates, which creates exposure to the ventures in the form of market risk from interest rate changes.
Critical Accounting Policies
There have been no material changes in the critical accounting policies from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
There have been no material changes in the market risk associated with our notes payable at September 30, 2026, compared to that as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025.
Item 4. Controls and Procedures.
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Management necessarily applies judgment in assessing the costs and benefits of such controls and procedures, which, by their nature, can provide only reasonable assurance regarding our control objectives.
As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of management, including the Chief Executive Officer along with the Chief Financial Officer, of the effectiveness, design, and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)). Based upon the foregoing, the Chief Executive Officer along with the Chief Financial Officer concluded that our disclosure controls and procedures were effective. In addition, based on such evaluation, we have identified no changes in our internal control over financial reporting that occurred during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
Information regarding legal proceedings is described under the subheading "Litigation" in note 10 of the notes to condensed consolidated financial statements.
Item 1A. Risk Factors.
Risk factors that affect our business and financial results are discussed in Part I, "Item 1A. Risk Factors," of our Annual Report on Form 10-K for the year ended December 31, 2025. There have been no material changes in our risk factors from those previously disclosed in our Annual Report. You should carefully consider the risks described in our Annual Report, which could materially affect our business, financial condition, or future results. The risks described in our Annual Report are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem immaterial also may materially adversely affect our business, financial condition, and/or operating results. If any of the risks actually occur, our business, financial condition, and/or results of operations could be negatively affected.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
We made no purchases of common stock and did not sell any unregistered securities during the third quarter of 2026.
Articles of Amendment to Restated and Amended Articles of Incorporation of Cousins, as amended October 6, 2016, incorporated by reference from Exhibit 3.1 and Exhibit 3.1.1 to the Registrant's Current Form 8-K filed on October 7, 2016.
The following financial information for the Registrant, formatted in inline XBRL (Extensible Business Reporting Language): (i) the consolidated balance sheets, (ii) the consolidated statements of operations, (iii) the consolidated statements of equity, (iv) the consolidated statements of cash flows, and (v) the notes to condensed consolidated financial statements.
104
†
Cover page interactive data file (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibit 101).
† Filed herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
COUSINS PROPERTIES INCORPORATED
/s/ Gregg D. Adzema
Gregg D. Adzema
Executive Vice President and Chief Financial Officer
(Duly Authorized Officer and Principal Financial Officer)