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

The continued social acceptance, desirability and perceived economic benefits of work-from-home arrangements could materially and negatively impact the future demand for office space over the long-term. The COVID-19 pandemic had, and another pandemic in the future could have, repercussions across regional and global economies and financial markets. Most countries, including the United States, reacted to the pandemic by restricting many business and travel activities, mandating the partial or complete closures of certain businesses and schools and taking other actions to mitigate the spread of the virus, most of which had a disruptive effect on economic activity, including the use of and demand for office space. Many private businesses, including some of our customers, continue to permit some or all of their employees to work from home some or all of the time even after the pandemic has subsided. The continued social acceptance, desirability and perceived economic benefits of work-from-home arrangements initially prompted by the pandemic could materially and negatively impact future demand for office space over the long-term.

Difficulties or delays in renewing leases with large customers or re-leasing space vacated by large customers could materially impact our results of operations. Our 20 largest customers account for a meaningful portion of our revenues. See “Item 2. Properties - Customers” and “Item 2. Properties - Lease Expirations.” There are no assurances that these customers, or any of our other large customers, will renew all or any of their space upon expiration of their current leases.

Some of our leases provide customers with the right to terminate their leases early, which could have an adverse effect on our financial condition and results of operations. Certain of our leases permit our customers to terminate their leases as to all or a portion of the leased premises prior to their stated lease expiration dates under certain circumstances, such as providing notice by a certain date and, in many cases, paying a termination fee. To the extent that our customers exercise early termination rights, our results of operations will be adversely affected, and we can provide no assurances that we will be able to generate an equivalent amount of net effective rent by leasing the vacated space to others. As part of ongoing efforts to reduce waste, the U.S. Department of Government Efficiency (“DOGE”) and the U.S. General Services Administration (“GSA”) are reaching out to all tenant agencies with non-firm term leases to see if there are opportunities to reduce space usage. We currently have 3031 leases with 2324 different agencies of the Federal government across five different markets, which encompass an aggregate of 737,000749,000 square feet. See “Item 2. Properties – Customers.” While most are firm term leases that do not permit the Federal government to terminate the lease prior to the stated lease expiration date, we can provide no assurances that the Federal government will not seek to terminate any of these leases.

•if we loan funds to a joint venture,venture and the joint venture is unable to make required payments of interest or principal, or both, or there are disagreements with respect to the repayment of the loan or other matters, then we could have a resulting dispute with our partner, and such a dispute could harm our relationship with our partner and cause delays in developing or selling the property or the failure to properly manage the property; and

•if we loan funds to a joint venture and the joint venture is unable to make required payments of interest andor principal, or both, then we may exercise remedies available to us in the joint venture agreement that could allow us to increase our ownership interest or our control over major decisions, or both, which could result in an unconsolidated joint venture becoming consolidated with our financial statements; doing so could require us to reallocate the purchase price among the various asset and liability components and this could result in material changes to our reported results of operations and financial condition.

Some of the information in this Annual Report may contain forward-looking statements. Such statements include, in particular,include statements about our plans, strategies and prospects under this section and under the heading “Item 1. Business.” You can identify forward-looking statements by our use of forward-looking terminology such as “may,” “will,” “expect,” “anticipate,” “estimate,” “continue” or other similar words. Although we believe that our plans, intentions and expectations reflected in or suggested by such forward-looking statements are reasonable, we cannot assure you that our plans, intentions or expectations will be achieved. When considering such forward-looking statements, you should keep in mind important factors that could cause our actual results to differ materially from those contained in any forward-looking statement, including the following:

The key components affecting our rental and other revenues are average occupancy, rental rates, cost recovery income, new developments placed in service, acquisitions and dispositions. Average occupancy generally increases during times of improving economic growth, as our ability to lease space outpaces vacancies that occur upon the expirations of existing leases. Average occupancy generally declines during times of slower or negative economic growth, when new vacancies tend to outpace our ability to lease space. Asset acquisitions, dispositions and new developments placed in service directly impact our rental revenues and could impact our average occupancy, depending upon the occupancy rate of the properties that are acquired, sold or placed in service. Another indicator of the predictability of future revenues is the expected lease expirations of our portfolio. As a result, in addition to seeking to increase our average occupancy by leasing current vacant space, we also concentrate our leasing efforts on renewing existing leases prior to expiration. For more information regarding our lease expirations, see “Item 2. Properties -– Lease Expirations” and “Item 1A. Risk Factors – Risks Related to our Operations. The continued social acceptance, desirability and perceived economic benefits of work-from-home arrangements could materially and negatively impact the future demand for office space over the long-term.” Occupancy in our office portfolio decreased from 87.1% as of December 31, 2024 to 85.3% as of December 31, 2025. We expect average occupancy in our office portfolio to range from 85.0% to 87.0% for 2026.

Our expenses primarily consist of rental property expenses, depreciation and amortization, general and administrative expenses and interest expense. From time to time, expenses also include impairments of real estate assets. Rental property expenses are expenses associated with our ownership and operation of rental properties and include expenses that vary somewhat proportionately to occupancy and usage levels, such as janitorial services and utilities, and expenses that do not vary based on occupancy,occupancy and usage levels, such as property taxes and insurance. Depreciation and amortization is a non-cash expense associated with the ownership of real property and generally remains relatively consistent each year, unless we buy, develop or sell assets, since our properties and related building and tenant improvement assets are depreciated on a straight-line basis over fixed lives. General and administrative expenses primarily consist primarily of management and employee salaries and benefits, corporate overhead and short and long-term incentive compensation.

Whether or not we record increasing net operating income (“NOI”) in our same property portfolio typically depends upon our ability to garner higher rental revenues, whether from higher average occupancy, higher GAAP rents per rentable square foot or higher cost recovery income, that exceed any corresponding growth in operating expenses. Consolidated same property NOI was $4.3$9.4 million, or 0.8%, lower in 2024 as compared to 2023 due to an increase of $8.3 million in same property expenses offset by an increase of $4.0 million in same property revenues. We expect same property NOI to be1.8%, lower in 2025 as compared to 2024 primarily due to lowera anticipateddecrease averageof occupancy.$13.9 million in same property revenues, partially offset by a decrease of $4.6 million in same property expenses.

In addition to the effect of consolidated same property NOI, whether or not NOI increases typically depends upon whether the NOI from our acquired properties and recently completed development projects exceeds the lost NOI from property dispositions. NOI was $11.5$9.0 million, or 2.0%,1.6%, lower in 20242025 as compared to 20232024 primarily due to lost NOI from property dispositions and lower consolidated same property NOI, partially offset by NOI from 2025 property acquisitions in Raleigh and Charlotte and recently completed development projects in Raleigh and Charlotte. We expect NOI to be lowerhigher in 20252026 as compared to 20242025 due to lost NOI from the 2025 property dispositionsacquisitions in Raleigh and Charlotte, 2026 property acquisitions in Dallas and Raleigh, recently completed development projects in Raleigh and an anticipated decreaseincrease in consolidated same property NOI, partially offset by recentlylost completedNOI developmentfrom projects.property dispositions.

In calculating net cash related to operating activities, depreciation and amortization, which are non-cash expenses, are added back to net income. We have historically generated a positive amount of cash from operating activities. From period to period, cash flow from operations primarily depends primarily upon changes in our net income, as discussed more fully below under “Results of Operations,” changes in receivables and payables and net additions or decreases in our overall portfolio.

We continue to maintain a conservative and flexible balance sheet and believe we have ample liquidity to fund our operations and growth prospects. As of January 31,30, 2025,2026, we had approximately $34$46 million of existing cash and $119.0$170.0 million drawn on our $750 million revolving credit facility, which is scheduled to mature in January 2028 (but which can be extended for two additional six-month periods at our option). As of December 31, 2024,2025, our leverage ratio, as measured by the ratio of our mortgages and notes payable and outstanding preferred stock to the undepreciated book value of our assets, was 42.1%,43.7%, and there were 109.8111.9 million diluted shares of Common Stock outstanding.

We generally believe existing cash and rental and other revenues will continue to be sufficient to fund our short-term liquidity needs such as funding operating and general and administrative expenses, paying interest expense, maintaining our existing quarterly dividend and funding existing portfolio capital expenditures, including building improvement costs, tenant improvement costs and lease commissions.

Our long-term liquidity uses generally consist of the retirement or refinancing of debt upon maturity, funding of building improvements, new building developments (including our proportionate share of joint venture developments) and land infrastructure projects and funding acquisitions of buildings and development land.land (including our proportionate share of joint venture acquisitions). Additionally, we may, from time to time, retire outstanding equity and/or debt securities through redemptions, open market repurchases, privately negotiated acquisitions or otherwise.

•issuance of secured debt;

Our mortgages and notes payable as of December 31, 20242025 consisted of $712.2$703.4 million of secured indebtedness with a weighted average interest rate of 4.43%4.44% and $2,595.8$2,866.7 million of unsecured indebtedness with a weighted average interest rate of 4.45%.4.46%. The secured indebtedness was collateralized by real estate assets with an undepreciated book value of $1,245.0$1,263.4 million. As of December 31, 2024,2025, $454.0$375.0 million of our debt does not bearbears interest at fixedfloating rates or is not protected by interest rate hedge contracts.rates.

On February 3,6, 2025,2026, we sold three buildings in TampaRichmond for a sales price of $145.0$42.3 million and expect to record a gain on disposition of property of $82.3$17.0 million.

During the firstfourth quarter of 2024,2025, we sold twothree buildings in Atlanta, Tampa and Raleigh and land in Orlando and Raleigh for an aggregate sales price of $16.9$43.4 million and recorded aggregate gains on disposition of property of $7.2$19.3 million.

During the fourththird quarter of 2024,2025, we recorded an impairment charge of $24.6$8.8 million to lower the carrying amount of EQTtwo Plazanon-core, out-of-service assets at Century Center in Atlanta to itstheir estimated fair value.values.

•we may not be able to meet our liquidity requirements or obtain capital on favorable terms to fund our working capital needs and growth initiatives or repay or refinance outstanding debt upon maturity; and

•the Company could lose key executive officers.officers; and

The key components affecting our rental and other revenues are average occupancy, rental rates, cost recovery income, new developments placed in service, acquisitions and dispositions. Average occupancy generally increases during times of improving economic growth, as our ability to lease space outpaces vacancies that occur upon the expirations of existing leases. Average occupancy generally declines during times of slower or negative economic growth, when new vacancies tend to outpace our ability to lease space. Asset acquisitions, dispositions and new developments placed in service directly impact our rental revenues and could impact our average occupancy, depending upon the occupancy rate of the properties that are acquired, sold or placed in service. Another indicator of the predictability of future revenues is the expected lease expirations of our portfolio. As a result, in addition to seeking to increase our average occupancy by leasing current vacant space, we also concentrate our leasing efforts on renewing existing leases prior to expiration. For more information regarding our lease expirations, see “Item 2. Properties – Lease Expirations” and “Item 1A. Risk Factors – Risks Related to our Operations. The continued social acceptance, desirability and perceived economic benefits of work-from-home arrangements could materially and negatively impact the future demand for office space over the long-term” in our 2025 Annual Report on Form 10-K. Occupancy in our office portfolio decreasedincreased from 85.3% as of December 31, 2025 to 85.0%85.7% as of MarchJune 31,30, 2026. We expect average occupancy in our office portfolio to range from 85.5%86.0% to 86.5%87.0% for the remainder of 2026.

Whether or not our rental revenue tracks average occupancy proportionally depends upon whether GAAP rents under signed new and renewal leases are higher or lower than the GAAP rents under expiring leases. Annualized rental revenues from second generation leases expiring during any particular year are typically less than 15% of our total annual rental revenues. The following table sets forth information regarding second generation office leases signed during the firstsecond quarter of 2026 (we define second generation office leases as leases with new customers and renewals of existing customers in both consolidated and unconsolidated office space that has been previously occupied and leases with respect to vacant space in acquired buildings):

Annual combined GAAP rents for new and renewal leases signed in the firstsecond quarter were $39.45$40.97 per rentable square foot, 19.4%20.9% higher compared to previous leases in the same office spaces.

We strive to maintain a diverse, stable and creditworthy customer base. We have an internal guideline whereby customers that account for more than 3% of our revenues are periodically reviewed with the Company’s Board of Directors. As of MarchJune 31,30, 2026, only Bank of America (4.2%) and Asurion (3.4%3.3%) accounted for more than 3% of our annualized GAAP revenues.

Whether or not we record increasing net operating income (“NOI”) in our same property portfolio typically depends upon our ability to garner higher rental revenues, whether from higher average occupancy, higher GAAP rents per rentable square foot or higher cost recovery income, that exceed any corresponding growth in operating expenses. Consolidated same property NOI was $1.8 million, or 1.3%,1.4%, lowerhigher in the firstsecond quarter of 2026 as compared to 2025 due to an increase of $3.4$5.4 million in same property expenses,revenues, partially offset by an increase of $1.7$3.7 million in same property revenues.expenses.

In addition to the effect of consolidated same property NOI, whether or not NOI increases typically depends upon whether the NOI from our acquired properties and recently completed development projects exceeds the lost NOI from property dispositions. NOI was $7.6$9.3 million, or 5.6%,6.8%, higher in the firstsecond quarter of 2026 as compared to 2025 primarily due to property acquisitions in Raleigh, CharlotteCharlotte, and Dallas, higher consolidated same property NOI and recently completed development projects in Raleigh, partially offset by lost NOI from property dispositions and lower consolidated same property NOI.dispositions. We expect NOI to be higher for the remainder of 2026 as compared to 2025 duefor tosimilar NOI from the recent property acquisitions in Raleigh, Charlotte and Dallas, recently completed development projects in Raleigh and an anticipated increase in consolidated same property NOI, partially offset by lost NOI from property dispositions.reasons.

We continue to maintain a conservative and flexible balance sheet and believe we have ample liquidity to fund our operations and growth prospects. As of AprilJuly 21, 2026, we had approximately $32$195 million of existing cash and $175.0no millionamounts drawn on our $750.0 million revolving credit facility, which is scheduled to mature in January 2028 (but which can be extended for two additional six-month periods at our option). As of MarchJune 31,30, 2026, our leverage ratio, as measured by the ratio of our mortgages and notes payable and outstanding preferred stock to the undepreciated book value of our assets, was 43.6%,42.1%, and there were 112.3 million diluted shares of Common Stock outstanding.

We have no debt scheduled to mature within one year from AprilJuly 28, 2026 (the date of issuance of the quarterly financial statements), except for $300.0$289.1 million principal amount of unsecured notes that are scheduled to mature in March 2027. We generally believe we will be able to satisfy future obligations with existing cash, borrowings under our revolving credit facility, new bank term loans, issuance of other unsecured debt, mortgage debt and/or proceeds from the sale of additional non-core assets.

Three Months Ended MarchJune 31,30, 2026 and 2025

Rental and other revenues were $13.7$15.8 million, or 6.8%,7.9%, higher in the firstsecond quarter of 2026 as compared to 2025 primarily due to increases from property acquisitions in Raleigh, Charlotte and Dallas andDallas, higher consolidated same property revenues,revenues and recently completed development projects in Raleigh, which increased rental and other revenues by $16.3$15.6 million, $5.4 million and $1.7$1.2 million, respectively. Consolidated same property rental and other revenues were higher primarily due to higher average GAAP rents per rentable square foot, higher parkingaverage income,occupancy, and higher cost recoveries, partially offset by lower termination fee income. These increases were partially offset by a decrease of $4.2$6.4 million from property dispositions. We expect rental and other revenues to be higher for the remainder of 2026 as compared to 2025 for similar reasons.

Rental property and other expenses were $6.1$6.5 million, or 9.4%,10.2%, higher in the firstsecond quarter of 2026 as compared to 2025 primarily due to increases from property acquisitions in Raleigh, Charlotte and Dallas and higher consolidated same property operating expenses, which increased operating expenses by $4.8$4.3 million and $3.4$3.7 million, respectively. Consolidated same property operating expenses were higher primarily due to higher propertyutilities, taxes,repairs utilities,and maintenance and contract services. These increases were partially offset by a decrease of $1.4$1.7 million from property dispositions. We expect rental property and other expenses to be higher for the remainder of 2026 as compared to 2025 for similar reasons.

Depreciation and amortization was $6.1$4.4 million, or 8.6%,5.9%, higher in the firstsecond quarter of 2026 as compared to 2025 primarily due to property acquisitions in Raleigh, Charlotte and Dallas, partially offset by property dispositions. We expect depreciation and amortization to be higher for the remainder of 2026 as compared to 2025 for similar reasons.

General and administrative expenses were $1.0$0.4 million, or 7.8%,4.1%, higherlower in the firstsecond quarter of 2026 as compared to 2025 primarily due to higherlower long-termpredevelopment equitycost incentive compensation.write-offs. We expect general and administrative expenses to be higher for the remainder of 2026 toas be similarcompared to 2025.2025 due to higher salaries, benefits, and incentive compensation.

Interest expense was $5.1$4.0 million, or 13.8%,10.7%, higher in the firstsecond quarter of 2026 as compared to 2025 primarily due to higher average debt balances.balances and lower capitalized interest. We expect interest expense to be higher for the remainder of 2026 as compared to 2025 duefor tosimilar higher average debt balances and lower capitalized interest.reasons.

Gains on disposition of property were $65.3$79.0 million lowerhigher in the firstsecond quarter of 2026 as compared to 2025. The 2026 gains related to a building dispositionsdisposition in Nashville and a land parcel disposition in Richmond. The 2025 gains related to building dispositions in Tampa.

Equity in earnings of unconsolidated affiliates was $1.7$0.9 million higher in the first quartersix months of 2026 as compared to 2025 primarily due to termination fee income recorded by our McKinneyM+O &JV, OliveLLC joint venture and higher average occupancy within our Granite Park Six joint venture, partially offset by lower capitalized expenses within our 23Springs joint venture and the sale of our 50.0% interest in the Highwoods-Markel Associates, LLC joint venture in 2025.

Diluted earnings per common share was $0.62$0.06 lowerhigher in the first quartersix months of 2026 as compared to 2025 due to aan decreaseincrease in net income for the reasons discussed above.

The change in net cash provided by operating activities in the first quartersix months of 2026 as compared to 2025 was primarily due to changes in operating assets and liabilities and net cash from property acquisitions in Raleigh, CharlotteCharlotte, and Dallas, partially offset by property dispositions. We expect net cash related to operating activities to be higher for the remainder of 2026 as compared to 2025 due to property acquisitions in Raleigh, CharlotteCharlotte, and Dallas, partially offset by property dispositions.

The change in net cash used in investing activities in the first quartersix months of 2026 as compared to 2025 was primarily due to higher investments in acquired real estate in Raleigh and Dallas, lower net proceeds from dispositions, higher investments in unconsolidated affiliates and higher investments in tenant improvements and deferred leasing costs.costs and higher investments in unconsolidated affiliates. These increases were partially offset by higher net proceeds from property dispositions and distributions of capital from our Granite Park Six joint venture upon receipt of loan proceeds. We expect uses of cash for investing activities for the remainder of 2026 to be primarily driven by whether we acquire or commence development of additional office buildings in the BBDs of our markets. We expect these uses of cash for investing activities will be fully or partially offset by proceeds from property dispositions in 2026.

The change in net cash provided by/(used in) financing activities in the first quartersix months of 2026 as compared to 2025 was primarily due to contributions from joint venture partners to acquire consolidated real estate assetsassets, andpartially offset by higher net borrowingsdebt repayments in 2026. The net effect of our acquisition, disposition, and development activity in 2026 will result in a corresponding increase or decrease to our outstanding debt and/or Common Stock balances.

As of MarchJune 31,30, 2026, our mortgages and notes payable and outstanding preferred stock represented 60.8%51.1% of our total capitalization and 43.6%42.1% of the undepreciated book value of our assets. See also “Executive Summary - Liquidity and Capital Resources.”

Our mortgages and notes payable as of MarchJune 31,30, 2026 consisted of $701.3$699.2 million of secured indebtedness with a weighted average interest rate of 4.44% and $3,017.2$2,831.7 million of unsecured indebtedness with a weighted average interest rate of 4.46%.4.45%. The secured indebtedness was collateralized by real estate assets with an undepreciated book value of $1,278.0$1,288.1 million. As of MarchJune 31,30, 2026, $525.0$350.0 million of our debt bears interest at floating rates.

Investment and Joint Venture Activity

During the firstsecond quarter of 2026, we sold threea buildingsbuilding in Nashville and land in Richmond for an aggregate sales price of $42.3$259.0 million and recorded aggregate gains on disposition of property of $17.0$79.0 million.

During the first quarter of 2026, we entered into separate equity distribution agreements with each of Wells Fargo Securities, LLC, BofA Securities, Inc., BTIG, LLC, Jefferies LLC, J.P. Morgan Securities LLC, TD Securities (USA) LLC and Truist Securities, Inc. pursuant to which the Company may offer and sell up to $300.0 million in aggregate gross sales price of shares of Common Stock from time to time, including on a forward basis under forward sale agreements, through such firms, acting as agents of the Company or as principals. Sales of the shares, if any, may be made by means of ordinary brokers’ transactions on the NYSE or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices or as otherwise agreed with any of such firms (which may include block trades). During the firstsecond quarter of 2026, therethe wereCompany issued no shares of commonCommon stock issuedStock under theseits equity agreements.

OnDuring Aprilthe 22,second quarter of 2026, we announced that the Company’s Board of Directors has authorized the repurchase of up to $250.0 million of outstanding shares of Common Stock under a new stock repurchase program. We anticipate funding any stock repurchases with proceeds from non-core asset sales, available cash and borrowings under our revolving credit facility. The Company may purchase shares of Common Stock from time to time in amounts and at prices determined by the Company in its discretion. Shares of Common Stock may be repurchased in the open market or in privately negotiated transactions (which may include block trades). If and when the Company repurchases Common Stock under this program, the Operating Partnership will repurchase an equal number of Common Units from the Company. The timing, manner, price and actual number of shares repurchased will be subject to a variety of factors, including price, market conditions, corporate and regulatory requirements, applicable SEC rules and other liquidity requirements and priorities. The Common Stock repurchase program does not have an expiration date, does not obligate the Company to repurchase any dollar amount or number of shares and may be suspended, modified or discontinued at any time without prior notice. During the second quarter of 2026, the Company repurchased no shares of Common Stock under its stock repurchase program.

Our $750.0 million unsecured revolving credit facility is scheduled to mature in January 2028 (but can be extended for two additional six-month periods at our option assuming no defaults have occurred). The interest rate on our revolving credit facility is SOFR plus a related spread adjustment of 10 basis points and a borrowing spread of 85 basis points, based on current credit ratings. The annual facility fee is 20 basis points. The interest rate and facility fee are based on the higher of the publicly announced ratings from Moody’s Investors Service or Standard & Poor’s Ratings Services. The interest rate may be adjusted upward or downward by 2.5 basis points depending upon whether or not we achieve certain pre-determined sustainability goals with respect to the ongoing reduction of greenhouse gas emissions. There waswere $175.0no millionamounts outstanding under our revolving credit facility as of bothJune March 31,30, 2026 and AprilJuly 21, 2026.2026, respectively. As of both MarchJune 31,30, 2026 and AprilJuly 21, 2026, we had $0.1 million of outstanding letters of credit, which reduce the availability on our revolving credit facility. As a result, the unused capacity of our revolving credit facility was $749.9 million as of bothJune March 31,30, 2026 and AprilJuly 21, 20262026, was $574.9 million.respectively.

On AprilJuly 22, 2026, the Company declared a cash dividend of $0.50 per share of Common Stock, which is payable on JuneSeptember 9, 2026 to stockholders of record as of MayAugust 18,17, 2026.

During the firstsecond quarter of 2026, the Company declared and paid a cash dividend of $0.50 per share of Common Stock.