CUZ 10-K & 10-Q changes, risk factors and insider trading

Set forth belowBelow are the risks we believe investors should consider carefully in evaluating an investment in theour securities of Cousins Properties Incorporated.securities.

•Risks associated with real estate assets, including:

•the need to periodically repair, renovate, and re-lease properties, and

•the immediate and long-term impact of a public health crisiscrisis, such as a pandemic, epidemic, or outbreak of a contagious disease and the governmental and third party response to such a crisis;

•risks associated with security breaches through cybercyberattacks attacks,(as cyberhereafter intrusions,defined) or otherwise;

Tenant and market concentration risk. As of December 31, 2024,2025, our top 20 tenants represented 39.5%38.6% of total annualized rent with our largest single tenant accounting for 8.1%8.9% of annualized rent. The inability or refusal of any of our significant tenants to pay rent or a decision by a significant tenant to vacateterminate their premiseslease prior to, or at the conclusion of, their lease term (including as a result of a bankruptcy proceeding) could have a significant negative impact on our results of operations or financial condition if a suitable replacement tenant is not secured in a timely manner.

For the three months ended of December 31, 2024,2025, 35.7%36.1% of our net operating income forwas propertiesderived ownedfrom the Austin area, 31.3% was derived from the Atlanta area, 32.4% was derived from the Austin area, 9.0%9.2% was derived from the Charlotte area, 8.6%7.8% was derived from the Tampa area, 8.1%7.5% was derived from the Phoenix area, and 2.4%4.8% was derived from the Dallas area. These percentages represent net operating income from operating properties, which excludes our Neuhoff joint venture mixed-use development which has commenced initial operations but is not yet stabilized. Any adverse economic conditions impacting Austin, Atlanta, Austin,Charlotte, Tampa, Charlotte, Phoenix, or DallasDallas, could adversely affect our overall results of operations and financial condition. Because our portfolio consists primarily of lifestyle office buildings (as opposed to a more diversified real estate portfolio), a decrease in demand for this type of workplace could adversely affect our overall results of operations and financial condition. Additionally, some of our markets (and the submarkets within which we operate) have an outsized concentration of a limited number of industries. For example, as of December 31, 2024,2025, in Austin, technology companies represent 52.0%53.1% of our annualized rent, in Charlotte, banking and other financial sector companies represent 32.9%19.2% of our annualized rent, and in Tampa, biotechnology and health science companies represent 26.6%25.0% of our our annualized rent. A significant downturn in one or more of theour foregoing sectors and/or sustained changes in space utilization due to remote or hybrid work modelsmarkets could result in decreased leasing demand and have an adverse effect on our overall results of operations and financial condition.

The bankruptcy or insolvency of a major tenant may adversely affect the income produced by our properties. For example, major tenants such as Silicon Valley Bank Financial and WeWork have previously filed for bankruptcy protection. Other majorMajor tenants could file for bankruptcy protection or become insolvent in the future and we cannot evict a tenant on this basis alone. On the other hand, a bankrupt tenant may reject and terminate its lease with us. In such a case, our claim against the bankrupt tenant for unpaid and future rent would be subject to a statutory cap that might be substantially less than the remaining rent actually owed under the lease, and, even so, our claim for unpaid rent would likely not be paid in full. This shortfall could adversely affect our cash flow and results of operations.

Uninsured losses and condemnation costs. Accidents, earthquakes, hurricanes, tornadoes, floods, droughts, ice storms, wind storms, hail storms, terrorism incidents, and other physical losses at our properties could adversely affect our operating results and financial condition. Casualties may occur that significantly damage an operating property or property under development, insurance deductibles or co-insurance limits may be significant (including with respect to damage from named wind storms,storms or hail storms in certain markets, where available co-insurance limits are significantly in excess of deductibles for most other casualty losses), and insurance proceeds may be less than the total loss incurred by us. Although we, or our joint venture partners where applicable, maintain casualty insurance under policies we believe to be adequate and appropriate, including commercial general liability, fire, flood, and rent loss insurance on operating properties, as well as cyber coverage, some types of losses, such as those related to the termination of longer-term leases and other contracts, generally are not insured. Property ownership also involves potential liability to third parties for such matters as personal injuries occurring on the property. There may be certain losses that are not generally insured against or that are not generally fully insured against because it is not deemed economically feasible or prudent to do so, including losses due to floods, wind, earthquakes, acts of war, acts of terrorism, riots, or pandemics. A number of our properties are located in areas that are known to be subject to hurricanehurricane, hail, or flood risk. We carry hurricanehurricane, andhail, or flood hazard insurance on all of our properties located in areas historically subject to such activity, subject to coverage limitations and deductibles, if we believe it is commercially reasonable. In Tampa and Houston, our wind storm insurance is subject to deductibles from 2% to 5% of the value of the affected building. We evaluate our insurance coverage annually in light of current industry practice through an analysis prepared by outside consultants. If an uninsured loss or a loss in excess of insured limits occurs with respect to one or more of our properties, then we could lose the capital we invested in the properties, as well as the anticipated future revenue from the properties. We continue to monitor the state of the insurance market in general, but we cannot anticipate what insurance coverage will be available on commercially reasonable terms in future policy years. Such losses may not be fully insured. In addition to uninsured losses, various government authorities may condemn all or parts of operating properties. Such condemnations could adversely affect the viability of such projects.

Environmental issues. Federal, state, and local laws and regulations relating to the protection of the environment may require a current or previous owner or operator of real estate to investigate and clean up hazardous or toxic substances or petroleum products or other chemicals which are discovered at or migrating from a property, simply because of our past ownership or operation of the real estate. If determined to be liable, the owner or operator may have to pay a governmental entity or third parties for property damage and for investigation and clean-up costs incurred by such parties in connection with the contamination, or perform such investigation and clean up itself. Although certain legal protections may be available to prospective purchasers of property, these laws typically impose remediation responsibility and liability without regard to whether the owner or operator knew of or caused the presence of the regulated substances. Even if more than one person may have been responsible for the release of regulated substances at the property, each person covered by the environmental laws may be held responsible for all of the remediation costs incurred. In addition, third parties may sue the owner or operator of a site for damages and costs resulting from regulated substances emanating from that site. We manage this risk through Phase I Environmental Site Assessments and, as necessary, Phase II Environmental Site Assessments, which may include environmental sampling on properties we acquire or develop. Most of our properties are located in urban or previously developed areas, and the historic use of some sites may have resulted in contamination. Although we generally seek "brown fields" designation where available, this designation may not be available for all urban properties in our portfolio or for properties we may acquire in the future.

We are not currently aware of any environmental liabilities at locations that we believe could have a material adverse effect on our business, assets, financial condition, or results of operations. Unidentified environmental liabilities could arise, however, including as a result of our new or more stringent environmental laws and regulations, and could have an adverse effect on our financial condition and results of operations.

Sustainability strategies. Our sustainability strategy is to develop and maintain resilient buildings that are operated in an environmentally and socially responsible manner, encouraging office users to select us for their corporate operations while enhancing the communities in which our buildings are located. Failure to develop and maintain sustainable and resilient buildings (including as reflected by energy or water consumption intensity, greenhouse gas emissions intensity, or through obtaining and maintaining key sustainability certifications) relative to our peers could adversely impact our ability to lease space at competitive rates and negatively impact our results of operations and portfolio attractiveness.

Climate change and severe weather event risks. The physical effects of climate change could have a material adverse effect on our properties, operations, and business. To the extent climate change causes changes in weather patterns or severity, our markets could experience increases in storm intensity (including floods, fires, tornadoes, hurricanes, droughts, wind storms, ice storms, hail storms, and earthquakes), rising sea-levels, and changes in precipitation, temperature, air quality, and quality and availability of water. Over time, these conditions could result in physical damage to, or declining demand for, our properties or our inability to operate the buildings efficiently or at all. Climate change may also indirectly affect our business by increasing the cost of (or making unavailable) property insurance on terms we find acceptable, increasing the cost of required resources, including energy, other fuel sources, water, and waste removal services, and increasing the risk and severity of floods, fires, tornadoes, hurricanes, droughts, wind storms, ice storms, hail storms, and earthquakes at our properties. Should the impact of climate change be severe or occur for lengthy periods of time, our financial condition or results of operations could be adversely impacted. In addition, compliance with new or more stringent laws or regulations or stricter interpretations of existing laws may require material expenditure by us. For example, various federal, state, and local laws and regulations have been implemented or are under consideration to mitigate the effects of climate change caused by greenhouse gas emissions. Among other things, "green" building codes may seek to reduce emissions through the imposition of standards for design, construction materials, water and energy usage and efficiency, and waste management. Such codes could require us to make improvements to our existing properties, increase the costs of maintaining or improving our existing properties or developing new properties, or increase taxes and fees assessed on us or our properties. We have historically voluntarily disclosed relevant information regarding our sustainability practices; however, federal, state, and local laws and regulations are evolving and future regulation may require more stringent data reporting. We may face transition risks in the event of the implementation of any such federal, state, and local laws, regulations, and codes. Expenditures required for compliance with such codes may affect our cash flow and results of operations. Additionally, although we pursue a robust sustainability strategy, new approaches and trends regarding building resiliency emerge from time to time in this rapidly evolving focus area. Our approaches and priorities may differ from those of our peers, and the perception of the public or investors of these differences may adversely impact our portfolio attractiveness ofand our ability to lease space at competitive rates.

Joint venture structure risks. We hold ownership interests in a number of joint ventures with varying structures and may in the future invest in additional real estate through suchjoint structures.ventures. We currently have joint ventures that are and are not consolidated within our financial statements. Our venture partners may have rights to take actions over which we have no control, or the right to withhold approval of actions that we propose (including with respect to the decision to commence development of or to finance or sell a project), either of which could adversely affect our interests in the related joint ventures, and in some cases, our overall financial condition and results of operations. A venture partner may have economic and/or other business interests or goals that are incompatible with our business interests or goals and that venture partner may be in a position to take action contrary to our interests, including declining to sell at a time or price that we find attractive or determining to sell at a time or price that we do not find attractive.attractive or making a comparable decision regarding financing. In addition, such venture partners may default on their obligations, including loans secured by property owned by the joint venture that could have an adverse impact on the financial condition and operations of the joint venture. Such defaults may result in our fulfilling the defaulting partners' obligations that may, in some cases, require us to contribute additional capital to the ventures. Furthermore, the success of a project may be dependent upon the expertise, business judgment, diligence, and effectiveness of our venture partners in matters that are outside our control. Thus, the involvement of venture partners could adversely impact the development, operation, ownership, financing, or disposition of the underlying properties.

Ground lease risks. As of December 31, 2024,2025, we had ground lease interests in eight land parcels at four of our properties in various markets that we lease individually on a long-term basis. As of December 31, 2024,2025, we had 2.4 million aggregate square feet of rental space located on these leased parcels, from which we generated 14%12.3% of our total Net Operating Income ("NOI") in the fourththree quartermonths ofended 2024.December 31, 2025. In the future, we may invest in additional properties on some of these parcels or additional parcels subject to ground leases. Many of these ground leases and other restrictive agreements impose significant limitations on our uses of the subject property and restrict our ability to sell or otherwise transfer our interests in the property. These restrictions may limit our ability to timely sell or exchange the property, may impair the property's value, or may negatively impact our ability to find suitable tenants for the property. In addition, if we default under the terms of any particular lease, we may lose the ownership rights to the property subject to the lease. Upon expiration of a lease, we may not be able to renegotiate a new lease on favorable terms, if at all. The loss of the ownership rights to these properties or an increase of rental expense could have an adverse effect on our financial condition and results.

The Americans with Disabilities Act Compliance risks. The Americans with Disabilities Act generally requires that certain buildings, including office buildings, be made accessible to disabled persons. We believe that we are currently in compliance with these requirements. Noncompliance could result in the imposition of fines by the federal government or the award of damages to private litigants. If, under the Americans with Disabilities Act, we are required to make substantial alterations and capital expenditures in one or more of our properties, including the removal of access barriers or the addition of access enhancements, it could adversely impact our earnings and cash flows, thereby impacting our ability to service debt and make distributions to our stockholders.

•Credit Facility. Terms and conditions available in the marketplace for unsecured credit facilities vary over time. We can provide no assurance that the amount we need from our Credit Facility will be available at any given time, or at all, or that the rates and fees charged by the lenders will be reasonable. We incur interest under our Credit Facility at a variable rate. Variable rate debt creates higher debt service requirements if market interest rates increase, which would adversely affect our cash flow and results of operations. Our Credit Facility contains customary covenants, requirements, and other limitations on our ability to incur indebtedness, including covenants on unsecured debt outstanding, restrictions on secured recourse debt outstanding, and requirements to maintain a minimum fixed charge coverage ratio. Our continued ability to borrow under our Credit Facility is subject to compliance with these covenants. Our credit facility has a scheduled maturity, and there can be no assurances regarding our ability to extend that maturity or enter into a replacement credit facility, and the terms and conditions of such extension or replacement and the covenants thereunder may be less favorable to us than the existing terms covenants and conditions.

Credit rating downgrades or negative watch warnings could negatively impact our reputation with lenders, investors, and other third parties, which could also impair our ability to compete in certain markets or engage in certain transactions. In particular, holders of securities or debt instruments may perceive such a downgrade or warning negatively and pursue divestment of all or a portion of such securities or debt instruments. While certain aspects of a credit rating downgrade are quantifiable, the impact that such a downgrade would have on our liquidity, business, and results of operations in future periods is inherently uncertain and would depend on a number of interrelated factors, including, among other things, the magnitude of the downgrade, the rating relative to peers, the rating assigned by the relevant agency pre-downgrade, individual client behavior, and future mitigating actions we might take.factors.

•the need for, along with the costs and timing ofof, repositioning or redeveloping the acquired property;

•the inability to obtain financing or other sources of capital for acquisitions on favorable terms, or at all;

Our acquisition and investment process requires that we pursue a large number of opportunitiesopportunities, with a smaller number actually being acquired or completed; we may incur significant costs related to the pursuit of acquisitions that do not close, which could directly or indirectly affect our results of operations. We have procedures and controls in place that are intended to minimize this risk, but it is likely that we will continue to incur costs related to pursuing acquisitions on projects or other investments that we do not successfully acquire or complete.

•Construction delays. Development activity carries the risk that a project could be delayed due to, but not limited to, weather and other forces of nature, availability of materials, availability of skilled labor, supply chain disruption, the financial health and project capacity of general contractors or sub-contractors, and the competing demands on plan-approving authorities. Construction delays could cause adverse financial impacts to us which could include incurring more interest and other carrying costs than originally budgeted, monetary penalties from tenants pursuant to their leases, and higher construction costs. Delays could also result in a violation of terms of construction loans that could increase fees, interest, or trigger additional recourse of a construction loan.

•Risks associated with the development of mixed-use properties. We operate, are currently developing, and may in the future develop properties, either alone or through joint ventures, that are known as "mixed-use" developments. This means that in addition to the development of office space, the project may also include space for retail, residential, or other commercial purposes. We may seek to develop the non-office component ourselves, sell the right to that component to a third-party developer, or we may partner with a third party who has more non-office real estate experience. If we do choose to develop other components ourselves, we would be exposed not only to those risks typically associated with the development of commercial real estate generally, but also to specific risks associated with the development and ownership of non-office real estate. In addition, even if we sell the rights to develop the other components or elect to participate in the development through a joint venture, we may be exposed to the risks associated with the failure of the other party to complete the development as expected. These include the risk that the other party would default on its obligations necessitating that we complete the other component ourselves, including potential financing of the project. If we decide to hire a third-party manager, we would be dependent on them and their key personnel to provide services to us, and we may not find a suitable replacement if the management agreement is terminated or if key personnel leave or otherwise become unavailable to us. Due to the complexity of mixed use projects, they may be more difficult to finance or sell, or the terms and conditions may be less favorable than is customary for non-mixed-use properties.

Mortgage loans secured by commercial properties and are subject to risks of delinquency and foreclosure. The ability of a borrower to repay a loan secured by an income-producing property typically is dependent primarily upon the successful operation of such property rather than upon the existence of independent income or assets of the borrower. If the net operating income of the property is reduced, the borrower’s ability to repay the loan may be impaired. Net operating income of an income-producing property can be affected by, among other things: tenant mix and tenant bankruptcies, success of tenant businesses, property management decisions, including with respect to capital improvement, particularly in older building structures, property location and condition, competition from comparable types of properties offering the same or similar services, changes in laws that increase operating expenses or limit rents that may be charged, changes in interest rates, and in the state of the credit markets and the debt and equity capital markets, including diminished availability or lack of debt financing for commercial real estate, any need to address environmental contamination at the property, the occurrence of any uninsured casualty at the property, changes in national, regional, or local economic conditions or specific industry segments, declines in regional or local real estate values, declines in regional, or local rental or occupancy rates, increases in real estate tax rates, tax credits and other operating expenses, changes in governmental rules, regulations, and fiscal policies, including environmental legislation, natural disasters, terrorism, social unrest, and civil disturbances, and adverse changes in zoning laws.

In recent years, numerous legislative, judicial, and administrative changes have been made in the provisions of federal and state income tax laws applicable to investments similar to an investment in our shares. In particular, the comprehensive tax reform legislation enacted in December 2017 and commonly known as the Tax Cuts and Jobs Act ("TCJA") made many significant changes to the U.S. federal income tax laws that have profoundly impacted the taxation of individuals and corporations (including both regular C corporations and corporations that have elected to be taxed as REITs). A number of changes that affect noncorporate taxpayers will expire at the end of 2025 unless Congress acts to extend them. Among other changes, the Coronavirus Aid, Relief, and Economic Security Act, or CARES Act, signed into law in March 2020, makes certain changes to the TCJA. These changes have impacted us and our stockholders in various ways, some of which are adverse or potentially adverse compared to prior law. Additional changes to tax laws were enacted with the Inflation Reduction Act ("IRA") of 2022, signed into law in August 2022. Many of the material provisions of the IRA exempt REITs. ToAdditionally, date,on July 4, 2025, the IRS“One hasBig issuedBeautiful onlyBill limitedAct guidance(“OBBBA”) withwas respectenacted toin the United States. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the new provisions, and there are numerous interpretive issues that will require further guidance. It is highly likely that technical corrections of legislation will be needed to clarify certain aspects of the new law and give proper effect to Congressional intent. There can be no assurance, however, that technical clarifications or changes needed to prevent unintended or unforeseen tax consequences will be enacted by Congress in the near future. Additional changes to tax laws are likely to continue to occur in the future, and we cannot assure investors that any such changes will not adversely affect the taxation of our stockholders. Any such changes could have an adverse effect on an investment in shares or on the market value or the resale potential of our properties. Investors are urged to consult with their own tax advisor with respect to the impact of recent legislation on ownership of sharesTCJA and the statusrestoration of legislative,favorable regulatory,tax ortreatment administrativefor developmentscertain business provisions, including 100% bonus depreciation and proposals,the andbusiness theirinterest potentialexpense effectlimitation. onThe ownershiplegislation ofhas shares.multiple effective dates beginning in 2025.

•material changes in any significant tenant industry concentration or in market concentration;

•changes in tax laws, our dividend policy, or in the market valuations of our properties;

•general market and economic conditions; in particular, market and economic conditions of Austin, Atlanta, Austin,Charlotte, Tampa, Charlotte, Phoenix, Dallas, and Nashville; and

Increased public attention to corporateCorporate responsibility matters may expose us to negative public perception, impose additional costs on our business, or impact our stock price.

Recently, more attention is being directed towards publicly-traded companies regarding Corporate Responsibility ("CR") matters. Our efforts to improve our CR profile and practices, including reducing emissions and improving the efficiency of our building operations and the resiliency of our buildings,practices may require capital expenditures and may result in short- or long-term increases in our operating costs, all of which could adversely impact our financial condition or results of operations. Our ability to achieve our CR goals and objectives and to accurately and transparently report our progress presents numerous operational, financial, legal, and other risks and are partially dependent on the actions of our customers and vendors. A failure, or a perceived failure, to respond to investor, customer, employee, or other stakeholder expectations related to CR concerns, or to comply with regulatory requirements, including a failure, or a perceived failure, to achieve any voluntarily adopted goals or initiatives, could negatively impact our reputation, ability to do business with certain partners, access to capital, stock price, and customer and employee attraction and retention. In addition, organizations that provide information to investors on corporate governance and other matters have developed rating systems for evaluating companies on their approach to CR. Unfavorable CR ratings may lead to negative investor sentiment, which could have a negative impact on our stock price. As the nature, scope, and complexity of CR reporting, diligence, and disclosure requirements expand, we may have to undertake additional costs to control, assess, and report on CR metrics. Any failure or perceived failure, whether or not valid, to pursue or fulfill our CR goals, targets, and objectives or to satisfy various CR reporting standards within the timelines we announce, or at all, could increase the risk of litigation.

Additionally, while we strive to create and maintain an inclusive culture and a diverse workforce where everyone is valued and respected, a failure, or a perceived failure, to properly address matters of culture, including inclusivity and diversity matters,culture could result in reputational harm or an inability to attract and retain customers or employees. Similarly, our approach to and description of our culture, policies, and practices could be perceived by some investors or third parties as failing to meet regulatory or best practices, which could negatively impact our reputation, ability to do business with certain partners, access to capital, and stock price.

Our strategy is to create value for our stockholders through ownership of the premier office portfolio in Sun Belt markets of the United States, with a particular focus on Austin, Atlanta, Austin,Charlotte, Tampa, Charlotte, Phoenix, Dallas, and Nashville. This strategy is based on a disciplined approach to capital allocation that includes opportunistic acquisitions, selective development, and timely dispositions of non-core assets, with a goal of maintaining a portfolio of newer and more efficient properties with lower capital expenditure requirements. To implement this disciplined approach, we maintain a simple, flexible, and low-leveraged balance sheet, which allows us to pursue compelling growth opportunities at the most advantageous points in the cycle. We utilize our strong local operating platforms within each of our major markets to implement this strategy.

During 2024,2025, we leased ora renewedtotal 2.0of 2.1 million square feet of office space. Our office operating portfolio was 91.6%90.7% percent leased as of December 31, 20242025 and the weighted average economic occupancy during the fourth quarter of 20242025 was 89.2%.88.3%. TheIn 2025, the weighted average net effective rent per square foot, representing base rent excluding operating expense reimbursements and leasing costs, for new or renewed non-amenity leases with termsa term greater than one year signed in 2024,year, was $28.17$25.86 per square foot. Cash-basis net effective rent per square foot increased 8.5%3.5% on spaces that had been previously occupied in the past year. Cash-basis net effective rent represents net rent at the end of the term paid byunder the prior tenantlease compared to the net rent at the beginning of the term paid byunder the current tenant.lease. Our same property net operating income for the year increased 5.1%2.4% on a straight-line basis and increased 4.8%0.9% on a cash-basis.

We believe the Sun Belt, and in particular the seven Sun Belt markets inlisted which we own properties,above, will continue to outperform the broader office sector evidenced by a clear bifurcation between Sun Belt and Gateway market fundamentals. In addition, as the flight to quality trend accelerates among office users, we believe our trophy portfolio is well positioned to benefit from, and ultimately outperform in, the current real estate environment.

•Leasehold improvements are unique to the tenant or could reasonably be used by the lessor to lease to other parties; andand,

Tenants sometimes negotiate to terminate their lease prior to the end of the lease term.term, as allowed under negotiated termination options included in the lease or through separate negotiations with us. Such negotiations generally require payment of a termination fee that reimburses us for a portion of the remaining rent under the original lease term and the undepreciated lease inception costs such as commissions, tenant improvements, and lease incentives. Termination fee income, included in rental property revenue, is recognized on a straight-line basis from the date of the executed termination agreementis executed through lease expiration when the amount of the fee is determinable and collectability of the fee is reasonably assured. This fee income is adjusted on a straight-line basis by any accrued straight-line rent receivable and any above- or below-market lease intangible assets or liabilities related to the lease projected at the date of tenant vacancy.

In the impairment analysis for assets held-for-investment, we must determine whether there are indicators of impairment. For operating properties, these indicators could include a reduction in our estimated hold period, a significant decline in a property’s leasing percentage, a current period operating loss or negative cash flows combined with a history of losses at the property, a significant decline in lease rates for that property or others in the property’s market, a significant change in the market value of the property, or an adverse change in the financial condition of significant tenants.tenants, Foror landa holdings,more indicatorslikely couldthan includenot anprobability overallthat declinethere has been a significant decrease in the marketestimated valuehold of land in the region, a decline in development activity for the intended use of the land, or other adverse economic and market conditions.period. For projects under development, indicators could include material budget overruns without a corresponding funding source,overruns, significant delays in construction, occupancy, or stabilization timing, regulatory changes or economic trends that have a significant impact on the market, or an adverse change in the financial condition of a significant future tenant. For land holdings, indicators could include an overall decline in the market value of land in the region, regulatory changes that impact ability to develop the land, a decline in development activity for the intended use of the land, or other adverse economic and market conditions.

We are involved in all stages of real estate ownership, including development and redevelopment. Prior to the point at which a project becomes probable of being developed (defined as more likely than not),developed, we expense predevelopment costs. After we determine a project is probable, all subsequently-incurred predevelopment costs, as well as interest and real estate taxes on qualifying assets andincluding certain internal personnel and associated costs directly related to the project under development or redevelopment, are capitalized in accordance with accounting rules. Once on-going activities commence necessary to prepare the project for its intended use, interest as well as property taxes and insurance are capitalized. If we abandon development or redevelopment of a project that had earlier been deemed probable, we charge all previously capitalized costs to expense. If this occurs, our predevelopment expenses could rise significantly. The determination of whether a project is probable requires judgment. If we determine that a project is probable, interest, general and administrative, and other expenses could be materially different than if we determine the project is not probable.

During the predevelopment period of a probable project and the period in which a project is under construction, we capitalize all direct and indirect costs associated with planning, developing, and constructing the project. Determination of what costs constitute direct and indirect project costs requires us, in some cases, to exercise judgment. If we determine certain costs to be direct or indirect project costs, amounts recorded in projects under development on the balance sheet and amounts recorded in general and administrative and other expenses on the statements of operations could be materially different than if we determine these costs are not directly or indirectly associated with the project.

Once a certain project is constructed and ready for occupancy, carrying costs, such as real estate taxes, interest, internal personnel costs, and associated costs, are expensed as incurred. Determination of when construction of a project is held available for occupancy requires judgment. We consider projects and/or project phases to be heldready for occupancy at the earlier of the date on which the project or phase reaches economic occupancy of 90% or one year from cessation of major construction activity, which may occur prior to economic stabilization. Our judgment of the date the project is heldready for occupancy has a direct impact on our operating expenses and net income for the period.

Net income available to common stockholders for the years ended December 31, 20242025 and 20232024 was $46.0$40.5 million and $83.0$46.0 million, respectively. TheIn decrease2025, inwe netrecorded income$14.3 ismillion primarilyof attributableimpairment losses related to increasedour depreciationHarborview expense.property and the 303 Tremont land parcel. We detail below other material changes in the components of net income available to common stockholders for the year ended 20242025 compared to 2023.2024.

The following results include the performance of our Same Property portfolio. Our Same Property portfolio includes office properties that were stabilized and owned by us for the entirety of each comparable reporting period presented. Same Property amounts for the 20242025 versus 20232024 comparison are from properties that were stabilized and owned as of January 1, 20232024 through December 31, 2024.2025. 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.

Same Property Rental Property Revenues and NOI increased between 20242025 and 20232024 primarily due to an increase in economic occupancy at our BriarLakePromenade Plaza,Tower, San JacintoCorporate Center, and Promenade3350 TowerPeachtree office properties and increases in revenues recognized from tenant funded improvements owned by us. In addition, parking revenue from our Same Property portfolio increased betweenin 20242025 andcompared 2023.to 2024.

Non-Same Property Rental Property Revenues, Rental Property Operating Expenses, and NOI increased between 20242025 and 20232024 primarily due to the commencementacquisitions of operations at our Domain 9 building in the first quarter of 2024, increased economic occupancy at our recently redeveloped Promenade Central operating property, and the acquisitions of Vantage South End and Sail Tower office properties in December 2024.2024 Thisas increasewell isas partiallythe offsetacquisition byof aThe full building redevelopment at our Hayden Ferry 1 building, which beganLink in theJuly fourth quarter of 2023.2025.

Other income increased $4.8$4.0 million, or 194.4%,55.4%, between 20242025 and 20232024 primarily due to the sale of our Silicon Valley Bank ("SVB") bankruptcy claim in the first quarter of 2025 and interest income earned on the proceeds from the offering of the 2030 Notes prior to the repayment of the $250 million privately placed senior notes, partially offset by a decrease in interest income from investments in real estate debt driven by the repayment from our borrowers on two mezzanineof loansour real estate debt investments. The SVB and the Saint Ann Court mortgage loan acquiredinvestment in 2024.real Theseestate debt transactions are described in further detail in notenotes 5 and 14 to the consolidated financial statements in this Form 10-K.

General and administrative expenses increased $4.2$2.1 million, or 13.1%,5.7%, between 20242025 and 20232024 primarily due to increases in stock compensation expense and an increase in expenses related to annual performance-based compensation paid in cash.expense.

Interest expense, net of amounts capitalized, increased $17.0$36.8 million, or 16.1%,30.0%, between 20242025 and 2023.2024. This increase is primarily due to the issuances of the $500 million and $400 million public unsecured senior notes in August and December of 2024, respectively, andas decreaseswell as the issuance of the $500 million public unsecured senior notes in capitalizedJune interest2025, partially offset by the repayments of the $250 million senior note in July 2025 and the repayment of $100 million of the 2021 Term Loan in August 2024, as wewell finishedas constructiona lower average balance outstanding on the coreCredit building and began operations at our Domain 9 buildingFacility in the first quarter of 2024.2025.

SameNon-Same Property depreciation and amortization increased between 20242025 and 20232024 primarily due to anthe increaseacquisitions of assetsSail Tower and Vantage South End in serviceDecember during2024, the currentacquisition period,of primarilyThe fromLink tenantin improvements.July 2025, and the completion of development at Domain 9.

IncomeLoss and Net Operating Income from Unconsolidated Joint Ventures

IncomeThe (following table reconciles loss) from unconsolidated joint ventures consistedto unconsolidated NOI for each of the followingperiods in 2024 and 2023presented ($ in thousands):

The change in income (loss) from unconsolidated joint ventures was driven by increases in unconsolidated depreciation and amortization as well as unconsolidated interest expense. Unconsolidated depreciation and amortization expense increased between 20242025 and 20232024 primarily due to: (i) assets being placed in service as portions of the development activitieswere winding downcompleted and initial operations beginningstarted at our joint venture's Neuhoff property in the fourth quarter of 2023 and (ii) the acquisition of Proscenium in August 2024. Unconsolidated interest expense increased between 20242025 and 20232024, primarily due to a reduction in capitalized interest at our Neuhoff joint venture as further portions of its development project were completed in 2024 as well as the June 2023 refinance of the mortgage on the property in our Crawford Long joint venture.2025.

Non-Same Property NOI from unconsolidated joint ventures increased between 20242025 and 20232024 primarily due to operations at Neuhoff, as the property continues to increase occupancy, and the acquisition of Proscenium in August 2024.

•proceeds from offerings of equity and securities; and

Our material capital expenditure commitments foras of December 31, 2025 include $95.8$172.9 million of unfunded tenant improvements and development costs. As of December 31, 2024,2025, we had $112.3$116.0 million drawn under our Credit Facility with the ability to borrow the remaining $887.7$884.0 million, as well as $7.3$5.7 million of cash and cash equivalents. We expect to have sufficient liquidity to meet our obligations for the foreseeable future.

On May 2, 2022, we entered into a Fifth Amended and Restated Credit Agreement (the "Credit Facility") under which we may borrow up to $1 billion if certain conditions are satisfied. The Credit Facility contains financial covenants that require, among other things, the maintenance of unencumbered interest coverage ratio of at least 1.75x; a fixed charge coverage ratio of at least 1.50x; a secured leverage ratio of no more than 50%; and anoverall overalland unsecured leverage ratioratios of no more than 60%. The Credit Facility matures on April 30, 2027.

On October 3, 2022, we entered into a Delayed Draw Term Loan Agreement (the "2022 Term Loan") and borrowed the full $400 million available under the loan. The loan had an initial maturity of March 3, 2025 with four consecutive options to extend the maturity date for an additional six months each. In December 2024, we exercised the first of the four six month extension options, extending the maturity date to September 3, 2025. Under the 2022 Term LoanLoan, the applicable interest rate applicable varies according to our credit rating and leverage ratio and may, at our election, be determined based on either (1) the Daily SOFR or Term SOFR, plus a SOFR adjustment of 0.10% ("Adjusted SOFR") and a spread of between 0.80% and 1.60%, or (2) the greater of (i) Bank of America's prime rate, (ii) the federal funds rate plus 0.50%, (iii) Term SOFR, plus a SOFR adjustment of 0.10%, and 1.00%, or (iv) or 1.00%, plus a spread of between 0.00% and 0.65%, based on leverage. ThereThe canloan had an initial maturity of March 3, 2025 with four consecutive options to extend the maturity date for an additional six months each. We have exercised the third of the four six-month extension options, which becomes effective March 3, 2026, with an extended maturity date of September 3, 2026. The final maturity date, should we elect to exercise the one remaining extensions, would be noMarch assurance3, that we will maintain any particular rating in the future and if our credit ratings decrease, then we may be subject to higher applicable spreads.2027. The covenants under the 2022 Term Loan are the same as the Credit Facility. At December 31, 2024, the spread over the underlying SOFR rates was 0.85% for the 2022 Term Loan.

On April 19, 2023, we entered into a floating-to-fixed rate swap with respect to $200 million of the $400 million 2022 Term Loan through the initial maturity date of March 3, 2025. This swap fixed the underlying SOFR rate at 4.298%. On January 26, 2024, we entered into a floating-to-fixed rate swap with respect to the remaining $200 million of the $400 million 2022 Term Loan through the initial maturity date of March 3, 2025. This swap fixed the underlying SOFR rate at 4.6675% (see note 10 to the consolidated financial statements). These two swaps fixfixed the underlying SOFR rate for the full $400 million at a weighted average of 4.483%. These swaps expired on March 3, 2025. For the 2022 Term Loan, a six-month Term SOFR of 4.2018% was in effect from March 3, 2025 through September 2, 2025, and a six-month Term SOFR of 4.206% was in effect from September 3, 2025 to March 2, 2026. At December 31, 2025, the spread over the underlying SOFR rates was 0.85% for the 2022 Term Loan.

On June 28, 2021, we entered into an Amended and Restated Term Loan Agreement (the "2021 Term Loan") that amended the former term loan agreement. Under the 2021 Term Loan, we have borrowed $350 million with an initial maturity of August 30, 2024 with four consecutive options to extend the maturity date for an additional 180 days each. In August 2024, we paid down $100 million of the $350 million outstanding and exercised the first of our four 180 day extension options, extending the maturity date on the remaining $250 million to February 26, 2025. In December 2024,2025, we exercised the secondfourth of our four 180 day extension options, extendingwhich thebecomes effective February 20, 2026, with an extended maturity date on the remaining $250 million toof August 25,17, 2025.2026. On September 19, 2022, we entered into the First Amendment to the 2021 Term Loan. This amendment aligns covenants and available interest rates, including the addition of SOFR, to that of the Credit Facility. Under the terms of this First Amendment the interest rate applicable to the 2021 Term Loan varies according to our credit rating and leverage ratio and may, at our election, be determined based on either (1) the Daily SOFR or Term SOFR, plus a SOFR adjustment of 0.10% ("Adjusted SOFR") and a spread of between 0.85% and 1.65%, or (2) the greater of (i) Bank of America's prime rate, (ii) the federal funds rate plus 0.50%, (iii) Term SOFR, plus a SOFR adjustment of 0.10%, and 1.00%, (iv) or 1.00%, plus a spread of between 0.00% and 0.65%, based on leverage. At December 31, 2024,2025, the spread over the underlying SOFR rates was 1.00% for the 2021 Term Loan.

In April 2024, we notified the administrative agent of the 2022 Term Loan and 2021 Term Loan of our receipt of corporate investment grade ratings received. These ratings reduced the Adjusted SOFR spread range, effective April 17, 2024. Changes in our investment grade ratings may result in additional adjustments to the applicable spread in the future. Prior to April 17, 2024, the applicable spread was between 1.05% and 1.65% for both the 2022 Term Loan and 2021 Term Loan, depending on leverage.

In DecemberJune 2024,2025, CPLP issued $400$500.0 million in aggregate principal amount of 5.375%5.250% senior unsecured notes. Upon issuance of the 20322030 Notes, CPLP received net proceeds of $397.9$499.9 million dollarsdollars, afternet anof the original issue discount of $2.1 million$65,000, resulting in an effective interest rate isof 5.464%.5.251%. TheThese 2032senior Notesunsecured notes are fully and unconditionally guaranteed by us.the Company. The proceeds were used to fundrepay, partat maturity, the $250.0 million outstanding amount of the purchaseprivately pricesplaced senior notes due July 7, 2025, to partially fund the acquisition of The Link on July 28, 2025, and for thegeneral Sailcorporate Towerpurposes. AcquisitionThese andpublic thesenior Vantage Acquisition in December 2024. The 2032 Notesnotes had issuance costs of $3.6$4.2 million and mature on FebruaryJuly 15, 2032.2030.

The publicabove described senior unsecured notes are subject to certain typical covenants that, subject to certain exceptions, include (a) a limitation on the ability of the Company and CPLP to, among other things, incur additional secured and unsecured indebtedness; (b) a limitation on the ability of the Company and CPLP to merge, consolidate, sell, lease or otherwise dispose of their properties and assets substantially as an entirety; and (c) a requirement that the Company maintain a pool of unencumbered assets. To avoid any such limitations, these covenants require, among other things, maintaining the following financial metrics as defined in the agreement: (a) unencumbered debt ratio of at least 150%; (b) an EBITDA to debt service ratio of at least 1.50x; (c) a secured leverage ratio of no more than 40%; (d) and an overall leverage ratio of no more than 60%.

We also have $750.0 million aggregate principal amount of privately placed unsecured senior notes outstanding in four tranches as of December 31, 2025. The privately placed unsecured senior notes contain financial covenants that are generally consistent with those of our Credit Facility, with the exception of a secured leverage ratio of no more than 40%. The $250 million outstanding amount of the privately placed senior notes alsodue containJuly customary7, representations2025 andwere warranties,repaid bothat affirmative and negative covenants, and customary events of default.maturity.

Cash Flows from Operating Activities. Cash provided by operating activities increased $31.9$2.0 million between 20242025 and 20232024 primarily due to increased economic occupancy and the end of rent abatement periods at our 100Domain Mill,9, SanPromenade Jacinto Center,Central, and TempeBuckhead GatewayPlaza office properties; and the commencementacquisitions of operationsour atVantage South End and Sail Tower office properties in December 2024, as well as our Domainacquisition 9of The Link office property in 2024;July the2025. timingThese andincreases amount of interest payments; and the timing of property tax payments and the timing of receipt of rent payments from tenants; allare partially offset by the suspension of operations related to our full building redevelopment of Hayden Ferry 1 that beganincreases in theinterest fourthpayments quarteron of 2023.debt.

Cash Flows from Investing Activities. Cash used in investing activities increaseddecreased $1.0$879.7 billionmillion between 20242025 and 2023. Cash used in investing activities was higher in 2024 primarily duedriven toby the acquisitions of Sail Tower Acquisition and the Vantage Acquisition for an aggregate price of $838.0 million in December 20242024, andwhen compared to the acquisitionsacquisition of investmentsThe Link in realJuly estate debt2025 for $167.2$215.0 million during 2024.million.

Cash Flows from Financing Activities. Cash flows provided by financing activities increaseddecreased $978.2by $884.7 million between 20242025 and 2023.2024. TheIn increase2025, insecurities cashofferings providedgenerated by financing activities is primarily driven by thegross proceeds from the 2024 issuances of common$500.0 stockmillion andwhich public unsecured senior notes. This increase iswas partially offset by cashdebt used inmaturity repayments of the$250.0 Domainmillion. 10In mortgage2024, note,securities $100offerings milliongenerated gross proceeds $1.4 billion in proceeds which was partially offset by debt maturity payments of the$172.7 $350 million 2021 Term Loan, and an increase in net repayments on our Credit Facility in 2024.million.

Capital Expenditures. We incur capital expenditures for the development of new properties, the redevelopment of existing or newly purchased properties, general building improvements, direct leasing costs forsuch newas commissions or replacementtenant tenants,improvements, and capitalized interest and salaries. Components of expenditures included in this line item for the years ended December 31, 20242025 and 20232024 are as follows ($ in thousands):

TheLeasing weightedactivity averagedetails, leasingincluding coststhe oncomponents aof net effective rent per square foot basisfoot, for our office portfolio on leases signedexecuted during 2024the years ended December 31, 2025 and 20232024 wereare as follows:

Dividends. We paid common dividends of $195.4$215.8 million and $194.3$195.4 million in 20242025 and 2023,2024, respectively. WeThe fundedincrease theseof common dividends withpaid cashin providedthe comparative periods is largely driven by operatingthe activities.issuance of 15.5 million shares of common stock in the fourth quarter of 2024. We also expect to fund our future quarterly common dividends with cash provided by operating activities.activities, Proceedsproceeds from investment property sales, distributions from unconsolidated joint ventures, indebtedness, and indebtednessproceeds willfrom beofferings used,of equity and other securities, if necessary.

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 forby our stockholders through ownership ofowning 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. ThisWe execute this strategy is based on athrough disciplined approach to capital allocationallocation, that includesincluding opportunistic acquisitions, selective developments, and timely dispositions of non-core assets with a goal ofwhile maintaining a portfolio of newer andnewer, 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 withinin each of our major markets.market.

During the quarter, we leased 932,000924,000 square feet of office space, including 483,000395,000 of new and expansion leases representing 52%43% of total leasing activity. Straight-line basis net rent per square foot increased 28.7%26.8% for those office spaces that were under lease within the past year. Same property netNet operatingOperating incomeIncome ("NOI", defined below) for consolidated properties and our share of unconsolidated properties increased 1.7%2.0% betweenfor the three months ended MarchJune 31,30, 20262026, andcompared to the three months ended June 30, 2025.

On FebruaryJune 25,26, 2026, we sold our HarborviewResearch PlazaPark office property,V, a 206,000173,000 square foot office property in Tampa,Austin, for a gross sales price of $39.5$42.0 million.million, resulting in a gain of $9.2 million on June 26, 2026.

Results of Operations For The Three and Six Months Ended MarchJune 31,30, 2026

Net lossincome available to common stockholders for the three and six months ended MarchJune 31,30, 2026, was $24.9$26.2 million.million and $1.3 million, respectively. Net income available to common stockholders for the three and six months ended MarchJune 31,30, 2025, was $20.9$14.5 million.million and $35.4 million, respectively. During the three months ended MarchJune 31,30, 2026, we recorded a gain of $9.2 million upon sale of Research Park V in June 2026. During the six months ended June 30, 2026, we recorded a $36.6 million of impairment loss related to One Eleven Congress, which we[was agreedsold subsequent to sell in a transaction expected to close in the third quarter ofend 2026.on July 29, 2026]. We detail below other material changes in the components of net income and loss available to common stockholders for the three and six months ended MarchJune 31,30, 2026, compared to the same periods in 2025.

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.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, 20252025, through MarchJune 31,30, 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 Net Operating Income ("NOI").NOI. NOI represents rental property revenues, lessexcluding termination fees,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.

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.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 three months ended MarchJune 31,30, 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.

Non-Same Property Rental Property Revenues, Operating Expenses, and NOI increased for the three and six months ended MarchJune 31,30, 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 were partially offset by the salesales of Harborview in February 2026 and Research Park V in June 2026.

Other income decreased $6.0$1.4 million betweenand $7.4 million, or 71% and 85.1%, for the three monthand six months ended June 30, 2026, compared to the same periods endedin Marchthe 31,prior 2026, and 2025year, 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 Notenote 3 and Notenote 12 to the consolidated financial statements in this Form 10-Q.

General and administrative expenses increased $1.1$2.4 million and $3.5 million, or 10.6%,24.4% betweenand 17.2%, for the three monthand six months ended June 30, 2026, compared to the same periods endedin Marchthe 31,prior 2026,year, and 2025,respectively, primarily due to increases in compensation related expenses.expenses including leasing commissions incurred providing leasing services to our Proscenium joint venture for which we receive leasing fee income noted above.

Interest expense, net of amounts capitalized, increased $8.3$8.6 million and $16.9 million, or 22.6%,22.2% betweenand 22.4%, for the three and six months ended MarchJune 31,30, 2026, andcompared 2025,to the same periods in the prior year, respectively, primarily due to the issuancesissuance of the $500 million unsecured senior notes in June 2025 and $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 repayments of the $250 million senior note in July 2025 and the repayment of $150 million of the 2021 Term Loan in February 2026.

Non-Same Property depreciation and amortization increased betweenfor the threesix months ended MarchJune 31,30, 2026, andcompared 2025,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.

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 betweenfor the three and six months ended MarchJune 31,30, 20262026, andcompared 2025,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 betweenfor the three and six months ended MarchJune 31,30, 20262026, andcompared 2025,to the same period in the prior year, primarily due to operations at the Neuhoff joint venture, as the property continues to increase occupancy.

The tablefollowing belowtables showsshow 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 extraordinary items, cumulative effect of change in accounting principle, and gains on sale or impairment losses on depreciable property, plus 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 assets, and after adjustments for unconsolidated partnerships and joint ventures to reflect FFO on the same basis.

The reconciliation of net income to FFO is as follows for the three and six months ended MarchJune 31,30, 2026, and 2025 (in thousands, except per share amounts):

Our material capital expenditure commitments as of MarchJune 31,30, 2026, included $178.8$205.3 million of unfunded tenant improvements and construction costs. As of MarchJune 31,30, 2026, we had $206.5$167.0 million drawn under our credit facility with the ability to borrow $793.5$1.0 million,billion, as well as $6.3$6.7 million of cash and cash equivalents. We expect to have sufficient liquidity to meet our obligations for the foreseeable future.

In addition to our $1$1.2 billion unsecured Credit FacilityFacility, (withunder $206.5which $167.0 million is outstanding as of MarchJune 31,30, 2026),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. 87%88% of our consolidated debt bears interest at a fixed rate. The 13%12% of consolidated debt that bears interest at a floating rate is based on SOFR.

On April 1, 2026, we recast our Credit Facility, pursuantFacility to whichprovide theborrowing Company may borrowcapacity up to $1.2 billion ifsubject certainto conditions are satisfied.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 LoanLoan. termAs loan.of TheJune current30, 2026, the borrowing spread on our Credit Facility iswas 72.5 basis points over SOFR, and the current borrowing spread on both term loans iswas 80 basis points over SOFR. Financial covenants within the new facilities remained generally unchanged.

Cash Flows from Operating Activities. Cash flows provided by operating activities decreasedincreased by $4.3$29.7 million betweenduring the 2026 and 2025 threesix month periods,period compared to the same period in 2025, primarily due to increased interest payments from increased average balances on the creditacquisitions facilityof The Link and the300 seniorSouth noteTryon. issuanceIn ofaddition $500to millionthese inacquisitions Junethere 2025. These payments were partially offset bywas an increase in cash inflows from a combination of increased occupancy and expiration of rent abatement periods, primarily at Promenade Tower, Domain 9, Hayden Ferry, and 300 Colorado. CashThese flowsinflows providedwere partially offset by operatingincreased activitiesinterest alsopayments from increased inaverage balances on the threecredit monthsfacility ended March 31, 2026, due toand the acquisitionssenior ofnote Theissuances Linkin June 2025 and 300February South Tryon.2026.

Cash Flows from Financing Activities. Cash flows provided by financing activities for the 2026 threesix month period were $283.1$163.4 million, compared to cash flows usedprovided inby financing activities of $133.9$267.6 million for the same period in 2025. During the threesix month period in 2026, we received proceeds from the issuance of the 4.875% public senior notes in February 2026, and we had an increase in net borrowings on our credit facility. These proceeds were partially offset by a $150 million partial repayment of the 2021 Term Loan and a $90 million repurchase of outstanding common shares under the 2026 share repurchase program. During the six month period in 2025, we received proceeds from the issuance of the 5.250% public senior notes in June 2025, partially offset by an increase in net repayments on our credit facility.

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 threesix months ended MarchJune 31,30, 2026, and 2025 are as follows ($ in thousands):

Capital expenditures increased $5.3$7.4 million between the 2026 and 2025 threesix month periods, primarily due to partial redevelopment activity at 201 North Tryon, 550 South, and Hayden Ferry. This increase is partially offset by lower spending on projects under development, as Domain 9 became fully operational in 2025.

Leasing activity details, including the components of net effective rent per square foot, for our office portfolio on leases executed during the threesix months ended MarchJune 31,30, 2026, and 20252026 are as follows:

Dividends. We paid common dividends of $55.3$108.0 million and $54.6$108.3 million in the threesix months ended MarchJune 31,30, 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.

Debt. At MarchJune 31,30, 2026, our unconsolidated joint ventures had aggregate outstanding indebtedness to third parties of $334.1$337.0 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. In addition, along with our Neuhoff Holdings LLC joint venture partner, we 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. Certain of these loans have variable interest rates, which creates exposure to the ventures in the form of market risk from interest rate changes.