CUZ

MKT CAP $4.6BP/E 693.2DIV YIELD 4.62%FCF YIELD —REV TTM $1B +11.9%NET INCOME $6.4M −89.3%NET DEBT $3.7B52W 21.34 – 32.30SEC XBRL · TTM TO Invalid Date

How CUZ rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025

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Cousins, CPLP, CTRS, and their subsidiaries develop, acquire, lease, manage, and own primarily Class A office properties and opportunistic mixed-use developments in the Sun Belt markets of the United States with a focus on lifestyle office properties in Austin, Atlanta, Charlotte, Tampa, Phoenix, Dallas, and Nashville.
We consider “lifestyle offices” to be well-located buildings that are modern structures or have been modernized to compete with newer buildings, are professionally managed and maintained, and offer a number and type of amenities that are in high demand by customers that are focused on the importance of the physical work environment in recruiting and retaining employees.
We believe our “lifestyle office” portfolio improves our ability to renew leases and obtain new customers which results in consistently higher occupancy than the remainder of the office buildings in our markets.
We do not consider the expression “lifestyle office” a classification of our properties in accordance with any standard listing criteria in the real estate industry.
We, therefore, caution investors that our use and definition of “lifestyle office” may be different than the use and definition of similar expressions and traditional classifications that may be used by other companies.
Company Strategy Our strategy is to create value for our stockholders through ownership of the premier office portfolio in the Sun Belt markets of the United States, with a particular focus on Austin, Atlanta, Charlotte, Tampa, Phoenix, Dallas, and Nashville.
We utilize our strong local operating platforms within each of our major markets to implement this strategy. 2025 Activities During 2025, we acquired one office property, completed an offering of senior unsecured notes, and generated positive operating results in our property portfolio.
The following is a summary of our significant 2025 activities: Investment Activity • Acquired The Link, a 292,000 square foot lifestyle office property in Uptown Dallas, for a purchase price of $218.0 million. • Sold our bankruptcy claim with SVB Financial Group for $4.6 million. • Received repayment at par of the $138.0 million mortgage loan investment secured by Saint Ann Court in Dallas. • Received repayment at par of the $12.8 million mezzanine loan investment secured by Radius in Nashville. • Loaned our Neuhoff joint venture partner $19.6 million at an interest rate of SOFR plus 625 basis points.
Financing Activity • Issued $500.0 million of 5.250% public unsecured senior notes due 2030 ("2030 Notes"), generating net proceeds of $496.9 million. • Repaid in full $250.0 million of our 3.91% privately placed senior notes at maturity in July 2025. • Sold 2.9 million shares under our at-the-market stock offering program ("ATM"), on a forward basis, at an average price of $30.44 per share. • Our 50% owned Neuhoff joint venture amended its existing construction loan, with the joint venture repaying $39.2 million of the outstanding principal, extending the maturity date to September 2026, and lowering the spread over SOFR to 300 basis points from 345 basis points.
The project is owned and being developed by a 50%-owned joint venture, and our share of the total expected project costs is $294.6 million. • Stabilized the operations of our recently developed Domain 9 office building in Austin.
Portfolio Activity • Executed 2.1 million square feet of office leases, including 1.2 million square feet of new and expansion leasing, representing 55% of total leasing activity. • Increased second generation net rent per square foot by 3.5% on a cash-basis. • Increased same property net operating income by 0.9% on a cash-basis. • As of December 31, 2025, the leased percentage of our stabilized office portfolio was 90.7%. • For the three months ended December 31, 2025, the weighted average economic occupancy of our stabilized office portfolio was 88.3%.
Corporate Responsibility We publish annual reports reflecting our corporate social responsibility practices, which are available on the Sustainability page of our website at www.cousins.com.
These reports provide detailed information on our Corporate Responsibility ("CR") philosophy, practices, initiatives, and goals.
Our CR vision is based on a commitment to advancing positive economic, environmental, and social outcomes for our customers, shareholders, employees, and the communities where we live and work.
We pursue this vision by creating and maintaining a portfolio of high-quality and resilient lifestyle office buildings that are operated in an environmentally efficient and socially responsible manner, which we believe encourages office users to select us for their corporate operations, while enhancing the communities in which our buildings are located.
Over the long-term, we believe properties that are operated to reflect these priorities will remain attractive to office users and investors, and, as a result, we anticipate that this philosophy will continue to create value for our stockholders.
Additionally, we invest in the professional development and wellness of our employees and seek ways to support and serve our communities.
Our strategy is developed, and our operations occur, within a strong corporate governance framework, which is guided by our commitment to conduct our business in accordance with the highest ethical principles, under the oversight and direction of an experienced board of directors, with an integrated approach to risk management.
Our Board-level Sustainability Committee advises the Board and provides oversight of management on sustainability objectives, initiative, strategy, and the setting of and performance against sustainability goals.
We also compete against other real estate companies, financial institutions, pension funds, partnerships, individual investors, and others when attempting to acquire, develop, or sell properties, or acquire all or a portion of real estate debt.
As of December 31, 2025, we had 351 full-time employees, which includes the seven executive officers listed on page 26 .
We also recognize the importance of experienced leadership; as of December 31, 2025, the average tenure at Cousins for the executive team was fifteen years.
More information regarding our approach to human capital management, including engagement, priorities, compensation philosophy and structure, benefits offerings, and philanthropic initiatives, may be found in our annual Proxy filing and CR reports.
Risk Factors Below are the risks we believe investors should consider carefully in evaluating an investment in our securities.
Factors that may adversely affect the economic performance and value of our properties include, among other things: • changes or volatility within the national, regional, and local economic climate, including dislocations and volatility in the capital markets; • Risks associated with real estate assets, including: • competition from other available properties and other local real estate conditions such as an oversupply of rentable space caused by increased development of new properties, a reduction in demand for rentable space caused by a change in the preferences and requirements of our tenants (including space usage), such as work-from-home practices and utilization of open workspaces or "co-working" space, or local economic conditions decreasing the desirability of our locations, • the financial condition of our tenants, including potential adverse effects from the bankruptcy or insolvency of one or more major tenants, • the attractiveness of our properties to tenants or buyers, • changes in market rental rates and related concessions granted to tenants including, but not limited to, free rent and tenant improvement allowances, • the need to periodically repair, renovate, and re-lease properties, and • potential delays in completion of development and re-development projects due to supply chain disruptions, labor shortages, and increased construction costs; • the impact of common stock, debt, or operating partnership issuances; • uninsured losses (including those resulting from high deductibles) or losses in excess of our insurance coverage as a result of casualty events or other claims or events; • insolvency of our insurance carriers or increased cost or unavailability of insurance; • the financial condition and liquidity of, or disputes with, joint venture partners; • sociopolitical unrest such as political instability, civil unrest, armed hostilities, or political activism resulting in a disruption of day-to-day building operations; • the immediate and long-term impact of a public health crisis, such as a pandemic, epidemic, or outbreak of a contagious disease and the governmental and third party response to such a crisis; • changes in federal, state, and local income laws and regulations (including tax laws and environmental or other regulatory requirements) as they affect real estate companies and real estate investors; • changes in interest rates and availability and cost of corporate and property financing sources, and the inability to comply with debt covenants under credit agreements; • risks associated with security breaches through cyberattacks (as hereafter defined) or otherwise; • changes in senior management, the Board of Directors, or key personnel; and • risks associated with climate change and severe weather events, as well as compliance with regulatory efforts intended to address those risks.
Our operating office properties were 90.7% leased at December 31, 2025.
As of December 31, 2025, our top 20 tenants represented 38.6% of total annualized rent with our largest single tenant accounting for 8.9% of annualized rent.
The inability or refusal of any of our significant tenants to pay rent or a decision by a significant tenant to terminate their lease prior to, or at the conclusion of, their lease term (including as a result of a bankruptcy proceeding) could have a significant negative impact on our results of operations or financial condition if a suitable replacement tenant is not secured in a timely manner.
For the three months ended of December 31, 2025, 36.1% of our net operating income was derived from the Austin area, 31.3% was derived from the Atlanta area, 9.2% was derived from the Charlotte area, 7.8% was derived from the Tampa area, 7.5% was derived from the Phoenix area, and 4.8% was derived from the Dallas area.
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, Charlotte, Tampa, Phoenix, Dallas, could adversely affect our overall results of operations and financial condition.
For example, as of December 31, 2025, in Austin, technology companies represent 53.1% of our annualized rent, in Charlotte, banking and other financial sector companies represent 19.2% of our annualized rent, and in Tampa, biotechnology and health science companies represent 25.0% of our annualized rent.
A significant downturn in one or more of our markets could result in decreased leasing demand and have an adverse effect on our overall results of operations and financial condition.
Major tenants could file for bankruptcy protection or become insolvent in the future and we cannot evict a tenant on this basis alone.
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 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.
A number of our properties are located in areas that are known to be subject to hurricane, hail, or flood risk.
We carry hurricane, hail, or flood hazard insurance on all of our properties located in areas historically subject to such activity, subject to coverage limitations and deductibles, if we believe it is commercially reasonable.
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.
Unidentified environmental liabilities could arise, however, including as a result of new or more stringent environmental laws and regulations, and could have an adverse effect on our financial condition and results of operations.

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Gone since FY2024

Cousins, CPLP, CTRS, and their subsidiaries develop, acquire, lease, manage, and own primarily Class A office properties and opportunistic mixed-use developments in the Sun Belt markets of the United States with a focus on Atlanta, Austin, Tampa, Charlotte, Phoenix, Dallas, and Nashville.
Company Strategy Our strategy is to create value for our stockholders through ownership of the premier office portfolio in the Sun Belt markets of the United States, with a particular focus on Atlanta, Austin, Tampa, Charlotte, Phoenix, Dallas, and Nashville.
We utilize our strong local operating platforms within each of our major markets to implement this strategy. 2024 Activities During 2024, we acquired three office properties, one of which was acquired though a joint venture, acquired investments in real estate debt, completed several financing transactions, including offerings of our senior unsecured notes and our common stock, commenced initial operations at our Domain 9 development project, and generated positive operating results in our property portfolio.
The following is a summary of our significant 2024 activities: Investment Activity • Acquired Sail Tower, an 804,000 square foot lifestyle office property in Downtown Austin, for a purchase price of $521.8 million (the "Sail Tower Acquisition"). • Acquired Vantage South End, a 639,000 square foot lifestyle office property in South End Charlotte, for a purchase price of $328.5 million (the "Vantage Acquisition"). • Acquired a 20% interest in Proscenium, a 525,000 square foot building in Midtown Atlanta, through a joint venture for $16.7 million. • Acquired two mezzanine loans, secured by equity interests, for $27.2 million.
The weighted average spread over SOFR for these loans is 8.68%. • Acquired a mortgage loan, secured by the Saint Ann Court office property in Dallas, at par for $138.0 million, which was subsequently paid in full by the borrower in January 2025.
Financing Activity • Issued $500.0 million aggregate principal amount of our 5.875% senior unsecured notes (the "2034 Notes") in our inaugural bond offering, generating proceeds of $498.5 million. • Issued $400.0 million aggregate principal amount of our 5.375% senior unsecured notes (the "2032 Notes"), generating proceeds of $397.9 million. • Issued 15,500,000 shares of common stock, generating aggregate proceeds of $468.9 million, net of underwriting discounts. • Repaid in full the $70.9 million remaining balance on the mortgage secured by our Domain 10 property in Austin. • Entered into a floating-to-fixed interest rate swap on the remaining $200 million of the $400 million Term Loan maturing March 2025, fixing the underlying SOFR rate at 4.6675%.
The project is being developed by a 50%-owned joint venture, and our share of the total expected project costs is $294.6 million. • Commenced initial operations at our Domain 9 development, a 338,000 square foot office property in Austin.
The total expected project cost of this wholly-owned property is $147.0 million.
Portfolio Activity • Leased or renewed 2.0 million square feet of office space, including 1.4 million square feet of new and expansion space. • Increased second generation net rent per square foot by 8.5% on a cash-basis. • Increased same property net operating income by 4.8% on a cash-basis.
Sustainability Our sustainability strategy is focused on developing and maintaining resilient buildings that are operated in an environmentally and socially responsible manner, thereby encouraging office users to select us for their corporate operations, while enhancing the communities in which our buildings are located.
Over the long-term, we believe properties that reflect these priorities will remain attractive to office users and investors and, as a result, we anticipate that this philosophy will continue to create value for our stockholders.
We seek these outcomes through creating and maintaining a resilient portfolio of high quality office buildings by prioritizing investments and operational activities that result in an efficient and healthy portfolio, investing in the professional development and wellness of our employees, and seeking ways to support and serve our communities.
Our corporate governance is guided by our commitment to conduct our business in accordance with the highest ethical principles, the oversight and direction of an experienced and diverse board of directors, and an integrated approach to risk management.
We have been an advocate and practitioner of energy conservation measures and sustainability initiatives for many years and continue to evaluate the characteristics of existing buildings to determine feasible improvements that maximize operating efficiencies, reduce the consumption of energy, water, and reduce waste, and increase waste diversion through recycling and other efforts.
Our 2023 Corporate Responsibility Report ("CR Report"), published in June 2024, included goals to reduce energy, greenhouse gas emissions, and water usage, as well as in respect of LEED and Energy Star ratings, and to attain healthy building certifications.
In the development and operation of our office buildings, we look to relevant industry standards for guidelines on energy performance and other measures.
In particular, we are influenced by EnergyStar, LEED, BOMA 360, and Fitwel.
As part of our pragmatic approach to sustainability, we consider the guidelines and ratings when designing our new developments and improvements to existing office buildings, and we may seek to adopt such guidelines or obtain such ratings where we believe the guidelines or ratings will have a positive effect on our leasing efforts, asset valuation, operational excellence, and/or resource consumption.
In addition, we evaluate the proximity to transit options, with a strong preference for nearby bus and rail transit.
We also include climate-related physical and transition risk assessments in our review of development opportunities and our evaluation of operating buildings, including the risks of extreme temperatures, floods, hurricanes, droughts, and other impacts of climate change.
When planning development projects, we take all of the foregoing into account, and we strive to design highly-sustainable buildings, generally taking advantage of LEED and/or BOMA 360 certification processes and designations.
Our Board-level Sustainability Committee advises the Board and provides oversight of management on sustainability objectives, initiative, and strategy.
The Committee, alongside management, monitors and evaluates the Company's progress in achieving its sustainability goals and commitments related to climate action and resilience.
The Committee also reviews and approves the annual CR Report.
We publish reports reflecting our corporate social responsibility practices (including sustainability), which are available on the Sustainability page of our website at www.cousins.com .
Since 2016, we have participated in the annual Global Real Estate Sustainability Benchmark ("GRESB") assessment, which validates Environmental, Social, and Corporate Governance ("ESG") performance data of property portfolios around the world and creates peer benchmarks for use by investors.
In each of these GRESB assessments, we received a rating of "Green Star," with a total score each year above the GRESB overall participant average.
Since 2017, we have scored at or above our peer group average in the GRESB Public Disclosure assessment, which GRESB has indicated is intended to represent an overall measure of disclosure by listed real estate companies on matters related to the environment, social, and governance practices, based on a selection of indicators aligned with the GRESB Annual Sustainability Benchmark assessment.
Our 2024 scores (based on 2023 data), along with additional information on our sustainability and other corporate social responsibility initiatives, will be included under the caption "Sustainability and Corporate Responsibility" in the Proxy Statement relating to our 2025 Annual Meeting of Stockholders.
Except for the documents specifically incorporated by reference into this Annual Report on Form 10-K, information contained in our CR Reports or on our website or that can be accessed through our website is not incorporated by reference into this Annual Report on Form 10-K.
We also compete against other real estate companies, financial institutions, pension funds, partnerships, individual investors, and others when attempting to acquire, develop, sell properties, or acquire all or a portion of real estate debt.
As of December 31, 2024, we had 306 full-time employees, which includes the seven executive officers listed on page 27, with women representing 39% of our workforce and with 46% of the workforce self-identifying as a minority.
In addition, as of December 31, 2024, 46% of our supervisors and 33% of our Board of Directors, including the Chair of our Audit Committee, were women; and 28% of our supervisors self-identify as a minority.
We also recognize the importance of experienced leadership; as of December 31, 2024, the average tenure at Cousins for the executive team was fourteen years.
We are committed to maintaining a healthy environment for our employees that enables them to be productive members of our team.
Our priorities include professional development, health and wellness, and community engagement by our employees.
Some of our engagement efforts include “townhall” events for all employees, where we provide updates on recent accomplishments and key initiatives; employee engagement surveys; and sponsorship of community engagement opportunities and various health challenges.
We also strive to provide competitive pay, benefits, and services that help meet the varying needs of our employees.
Our general total rewards packages include market-competitive pay, performance-conditioned annual incentive compensation, stock- and performance-based long-term incentive compensation for key employees, healthcare and retirement benefits, paid time off, paid new parent leave, and other unpaid family leave.
Through a combination of Company giving and direct voluntary participation by our employees, we donate funds to support meaningful organizations in communities across our geographical footprint.

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Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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