COUSINS PROPERTIES INC (CUZ)
SIC breadcrumb: Finance, Insurance, And Real Estate > Holding And Other Investment Offices > SIC 6798 Real Estate Investment Trusts
SEC company page: https://www.sec.gov/edgar/browse/?CIK=25232. Latest filing source: 0000025232-26-000014.
Selected Fundamentals
| Metric | Value | Unit | FY | Filed |
|---|---|---|---|---|
| Revenue | 993,816,000 | USD | 2025 | 2026-02-05 |
| Net income | 40,503,000 | USD | 2025 | 2026-02-05 |
| Assets | 8,890,132,000 | USD | 2025 | 2026-02-05 |
Financials
Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-05. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000025232.json. Derived margins are computed from the extracted annual SEC facts.
| Metric | 2013 | 2014 | 2015 | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Revenue | 259,211,000 | 466,185,000 | 475,212,000 | 657,515,000 | 740,340,000 | 755,073,000 | 762,290,000 | 802,874,000 | 856,758,000 | 993,816,000 | |||
| Net income | 121,761,000 | 52,004,000 | 125,518,000 | 79,109,000 | 237,278,000 | 278,586,000 | 166,793,000 | 82,963,000 | 45,962,000 | 40,503,000 | |||
| Operating income | 260,282,000 | 313,206,000 | 326,063,000 | 431,790,000 | 486,034,000 | 493,720,000 | 502,200,000 | 531,094,000 | 570,324,000 | 673,311,000 | |||
| Diluted EPS | 0.31 | 2.08 | 0.75 | 1.17 | 1.60 | 1.87 | 1.11 | 0.55 | 0.30 | 0.24 | |||
| Assets | 4,171,607,000 | 4,204,619,000 | 4,146,296,000 | 7,151,447,000 | 7,107,398,000 | 7,312,034,000 | 7,537,016,000 | 7,634,474,000 | 8,802,146,000 | 8,890,132,000 | |||
| Liabilities | 1,657,367,000 | 1,379,508,000 | 1,325,140,000 | 2,723,612,000 | 2,611,860,000 | 2,711,634,000 | 2,890,067,000 | 3,086,161,000 | 3,931,979,000 | 4,187,930,000 | |||
| Stockholders' equity | 2,455,557,000 | 2,771,973,000 | 2,765,865,000 | 4,359,274,000 | 4,467,134,000 | 4,566,770,000 | 4,625,664,000 | 4,524,151,000 | 4,846,678,000 | 4,679,590,000 | |||
| Cash and cash equivalents | 35,687,000 | 148,929,000 | 2,547,000 | 15,603,000 | 4,290,000 | 8,937,000 | 5,145,000 | 6,047,000 | 7,349,000 | 5,720,000 | |||
| Net margin | 30.52% | 32.05% | 36.90% | 21.88% | 10.33% | 5.36% | 4.08% | ||||||
| Operating margin | 100.41% | 67.18% | 68.61% | 65.67% | 65.65% | 65.39% | 65.88% | 66.15% | 66.57% | 67.75% |
Financial Charts
Quarterly
Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-04-29. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000025232.json.
| Quarter | End Date | Revenue | Net Income | Diluted EPS | Method |
|---|---|---|---|---|---|
| 2022-Q2 | 2022-06-30 | 0.23 | reported discrete quarter | ||
| 2022-Q3 | 2022-09-30 | 0.53 | reported discrete quarter | ||
| 2023-Q1 | 2023-03-31 | 0.15 | reported discrete quarter | ||
| 2023-Q2 | 2023-06-30 | 204,320,000 | 22,621,000 | 0.15 | reported discrete quarter |
| 2023-Q3 | 2023-09-30 | 198,848,000 | 19,361,000 | 0.13 | reported discrete quarter |
| 2023-Q4 | 2023-12-31 | 196,978,000 | 18,785,000 | derived Q4 = FY annual - nine-month YTD | |
| 2024-Q1 | 2024-03-31 | 209,241,000 | 13,288,000 | 0.09 | reported discrete quarter |
| 2024-Q2 | 2024-06-30 | 212,978,000 | 7,840,000 | 0.05 | reported discrete quarter |
| 2024-Q3 | 2024-09-30 | 209,212,000 | 11,198,000 | 0.07 | reported discrete quarter |
| 2024-Q4 | 2024-12-31 | 225,327,000 | 13,636,000 | derived Q4 = FY annual - nine-month YTD | |
| 2025-Q1 | 2025-03-31 | 250,328,000 | 20,897,000 | 0.12 | reported discrete quarter |
| 2025-Q2 | 2025-06-30 | 240,128,000 | 14,483,000 | 0.09 | reported discrete quarter |
| 2025-Q3 | 2025-09-30 | 248,326,000 | 8,590,000 | 0.05 | reported discrete quarter |
| 2025-Q4 | 2025-12-31 | 255,034,000 | -3,467,000 | derived Q4 = FY annual - nine-month YTD | |
| 2026-Q1 | 2026-03-31 | 263,109,000 | -24,856,000 | -0.15 | reported discrete quarter |
Quarterly Charts
Macro Cross-References
- CPIAUCSL - Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
- UNRATE - Unemployment Rate
- FEDFUNDS - Federal Funds Effective Rate
- CES0500000003 - Average Hourly Earnings of All Employees, Total Private
- DFEDTARU - Federal Funds Target Range - Upper Limit
- DFEDTARL - Federal Funds Target Range - Lower Limit
- DGS3MO - Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
- DGS2 - Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
- DGS10 - Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
- DGS30 - Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
- T10Y2Y - 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
- CPILFESL - Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
- CPIUFDSL - Consumer Price Index for All Urban Consumers: Food
- CPIENGSL - Consumer Price Index for All Urban Consumers: Energy
- CUSR0000SAH1 - Consumer Price Index for All Urban Consumers: Shelter
- PCEPI - Personal Consumption Expenditures: Chain-type Price Index
- PCEPILFE - Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
- PPIACO - Producer Price Index by Commodity: All Commodities
- T10YIE - 10-Year Breakeven Inflation Rate
- U6RATE - Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
- PAYEMS - All Employees, Total Nonfarm
- CIVPART - Labor Force Participation Rate
- EMRATIO - Employment-Population Ratio
- UNEMPLOY - Unemployed
- CE16OV - Employment Level
- ICSA - Initial Claims
- JTSJOL - Job Openings: Total Nonfarm
- JTSQUR - Quits: Total Nonfarm
- GDPC1 - Real Gross Domestic Product
- A191RL1Q225SBEA - Real Gross Domestic Product: Percent Change from Preceding Period
- INDPRO - Industrial Production: Total Index
- TCU - Capacity Utilization: Total Index
- HOUST - New Privately-Owned Housing Units Started: Total Units
- PERMIT - New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
- RSAFS - Advance Retail Sales: Retail Trade
- PCE - Personal Consumption Expenditures
- DSPIC96 - Real Disposable Personal Income
- PSAVERT - Personal Saving Rate
- M2SL - M2
- BOPGSTB - U.S. International Trade in Goods and Services: Balance
- MSPUS - Median Sales Price of Houses Sold for the United States
- HSN1F - New One Family Houses Sold: United States
- RHORUSQ156N - Homeownership Rate in the United States
- TTLCONS - Total Construction Spending: Total Construction in the United States
- RRVRUSQ156N - Rental Vacancy Rate in the United States
- TOTALSL - Total Consumer Credit Owned and Securitized
- REVOLSL - Revolving Consumer Credit Owned and Securitized
- DRCCLACBS - Delinquency Rate on Credit Card Loans, All Commercial Banks
- GDP - Gross Domestic Product
- GPDI - Gross Private Domestic Investment
- GCE - Government Consumption Expenditures and Gross Investment
- PCEC - Personal Consumption Expenditures
- NETEXP - Net Exports of Goods and Services
- GFDEBTN - Federal Debt: Total Public Debt
- GFDEGDQ188S - Federal Debt: Total Public Debt as Percent of Gross Domestic Product
- FYFSD - Federal Surplus or Deficit
- FGRECPT - Federal Government Current Receipts
- FGEXPND - Federal Government: Current Expenditures
- MANEMP - All Employees, Manufacturing
- USCONS - All Employees, Construction
- USTRADE - All Employees, Retail Trade
- USFIRE - All Employees, Financial Activities
- USGOVT - All Employees, Government
- AWHAETP - Average Weekly Hours of All Employees, Total Private
- DGORDER - Manufacturers' New Orders: Durable Goods
- NEWORDER - Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
- BUSINV - Total Business Inventories
- EXPGS - Exports of Goods and Services
- IMPGS - Imports of Goods and Services
- IR - Import Price Index (End Use): All Commodities
- PPIFIS - Producer Price Index by Commodity: Final Demand
Latest quarter (10-Q)
Latest 10-Q source: 0000025232-26-000044.
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.
Overview of 2026 Performance and Company and Industry Trends
Cousins Properties Incorporated ("Cousins") (and collectively, with its subsidiaries, the "Company," "we," "our," or "us") is a publicly traded (NYSE: CUZ), self-administered, and self-managed real estate investment trust, or REIT. Cousins conducts substantially all of its business through Cousins Properties LP ("CPLP"). Cousins owns in excess of 99% of CPLP and consolidates CPLP. CPLP owns Cousins TRS Services LLC, a taxable entity that owns and manages its own real estate portfolio and performs certain real estate related services for other parties. Our strategy is to create value for our stockholders through ownership of 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. This strategy is based on a disciplined approach to capital allocation that includes opportunistic acquisitions, selective developments, 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. 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 within each of our major markets.
During the quarter, we leased 932,000 square feet of office space, including 483,000 of new and expansion leases representing 52% of total leasing activity. Straight-line basis net rent per square foot increased 28.7% for those office spaces that were under lease within the past year. Same property net operating income (defined below) for consolidated properties and our share of unconsolidated properties increased 1.7% between the three months ended March 31, 2026 and 2025.
On February 2, 2026, we acquired 300 South Tryon, a 638,000 square foot office property in Charlotte, for a gross price of $317.5 million.
On February 5, 2026, we received payment at par of the $18.2 million mezzanine loan investment secured by an equity interest in 110 East in Charlotte.
On February 25, 2026, we sold our Harborview Plaza office property, a 206,000 square foot property in Tampa, for a gross sales price of $39.5 million.
On February 20, 2026, we issued $500.0 million of 4.875% public unsecured senior notes due 2033 with a yield to maturity of 5.001%, generating net proceeds of $492.1 million.
During the quarter we repurchased 3.9 million shares at a weighted average price of $23.36 per share under the $250 million share repurchase program announced on February 17, 2026.
We believe the Sun Belt, and in particular the seven core Sun Belt markets in which we own properties, will continue to outperform the broader office sector as evidenced by clear bifurcation between Sun Belt and Gateway market fundamentals. In addition, as the flight to quality trend accelerates among office users, we believe our lifestyle office portfolio is well positioned to benefit from, and ultimately outperform in, the current real estate environment.
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.
Results of Operations For The Three Months Ended March 31, 2026
General
Net loss available to common stockholders for the three months ended March 31, 2026, was $24.9 million. Net income available to common stockholders for the three months ended March 31, 2025, was $20.9 million. During the three months ended March 31, 2026, we recorded $36.6 million of impairment loss related to One Eleven Congress, which we agreed to sell in a transaction expected to close in the third quarter of 2026. We detail below other material changes in the components of net income and loss available to common stockholders for the three months ended March 31, 2026, compared to 2025.
23
Rental Property Revenue, Rental Property Operating Expenses, and Net Operating Income
The following results include the performance of our Same Property portfolio. Our Same Property portfolio includes office properties that were stabilized and owned by us for the entirety of each comparable reporting period presented. Same Property amounts for the 2026 versus 2025 comparison period are for properties that were stabilized and owned as of January 1, 2025 through March 31, 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 represents rental property revenues, less termination fees, less rental property operating expenses. NOI is not a measure of cash flows or operating results as measured by GAAP, is not indicative of cash available to fund cash needs, and should not be considered an alternative to cash flows as a measure of liquidity. All companies may not calculate NOI in the same manner. We consider NOI to be an appropriate supplemental measure to net income as it helps both management and investors understand the core operations of our operating assets. NOI excludes corporate general and administrative expenses, interest expense, depreciation and amortization, impairments, gains/losses on sales of real estate, and other non-operating items. As a result, we use only those income and expense items that are incurred at the property level to evaluate a property's performance.
The following table reconciles net income to consolidated NOI for each of the periods presented ($ in thousands):
Three Months Ended March 31,
2026
2025
Net Income (Loss)
$
(24,670)
$
21,093
Fee income
(1,245)
(496)
Termination fee income
(1,831)
(2,866)
Other income
(756)
(6,805)
General and administrative expenses
11,840
10,709
Interest expense
45,101
36,774
Depreciation and amortization
108,406
102,114
Reimbursed expenses
120
177
Other expenses
438
422
Operating Property Impairment
36,600
—
Loss from unconsolidated joint ventures
2,642
1,883
Loss on investment property transaction
47
—
Net Operating Income
$
176,692
$
163,005
24
Consolidated rental property revenues, rental property operating expenses, and NOI changed between the 2026 and 2025 periods as follows ($ in thousands):
Three Months Ended March 31,
2026
2025
$ Change
% Change
Rental Property Revenues
Same Property
$
237,419
$
233,350
$
4,069
1.7
%
Non-Same Property
21,858
6,811
15,047
220.9
%
259,277
240,161
19,116
8.0
%
Termination fee income
1,831
2,866
(1,035)
Total Rental Property Revenues
$
261,108
$
243,027
$
18,081
Rental Property Operating Expenses
Same Property
$
76,865
$
75,014
$
1,851
2.5
%
Non-Same Property
5,720
2,142
3,578
167.0
%
Total Rental Property Operating Expenses
$
82,585
$
77,156
$
5,429
7.0
%
Net Operating Income
Same Property NOI
$
160,554
$
158,336
$
2,218
1.4
%
Non-Same Property NOI
16,138
4,669
11,469
245.6
%
Total NOI
$
176,692
$
163,005
$
13,687
8.4
%
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. 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 March 31, 2026, compared to the same period in the prior year primarily due to an increase in occupancy at Avalon, 3350 Peachtree, and Corporate Center.
Non-Same Property Rental Property Revenues, Operating Expenses, and NOI increased for the three months ended March 31, 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 sale of Harborview in February 2026.
The following table details consolidated NOI from properties aggregated by market ($ in thousands):
Three Months Ended March 31,
Market
2026
2025
$ Change
% Change
Austin
$
62,223
$
59,838
$
2,385
4.0
%
Atlanta
53,487
50,518
2,969
5.9
%
Charlotte
19,022
16,832
2,190
13.0
%
Phoenix
13,741
12,092
1,649
13.6
%
Tampa
13,158
13,176
(18)
(0.1)
%
Dallas
8,418
3,616
4,802
132.8
%
Houston
5,558
5,686
(128)
(2.3)
%
Office NOI
175,607
161,758
13,849
8.6
%
Other Non-Office (1)
1,085
1,247
(162)
Total NOI
$
176,692
$
163,005
$
13,687
(1) Includes operations at land sites held for future development as well as a parking garage in Charlotte.
From an overall portfolio perspective, in-place gross rent per square foot as of March 31, 2026, increased 3.8% compared to March 31, 2025, contributing to a portfolio wide increase in NOI. NOI from the Dallas market increased $4.8 million, or 132.8%, for
25
the three months ended March 31, 2026, compared to the same period in the prior year, primarily due to the acquisition of The Link in July 2025. NOI from the Atlanta market increased $3.0 million, or 5.9%, for the three months ended March 31, 2026 compared to the same period in prior year, primarily due to increased occupancy at the Avalon and 3350 Peachtree and the end of several variable rent abatement periods at Promenade Tower. NOI from the Austin market increased $2.4 million, or 4.0%, for the three months ended March 31, 2026, compared to the same period in the prior year, primarily due the completion of development at Domain 9 in March 2025. NOI from the Charlotte market increased $2.2 million, or 13.0%, for the three months ended March 31, 2026, compared to the same period in the prior year, primarily due to the acquisition of 300 South Tryon in February 2026. NOI from the Phoenix market increased $1.6 million, or 13.6%, for the three months ended March 31, 2026, compared to the same period in the prior year, primarily due to increased occupancy related to the completion of Hayden Ferry I's redevelopment in the fourth quarter of 2025.
Other Income
Other income decreased $6.0 million between the three month periods ended March 31, 2026, and 2025 primarily due to the sale of our Silicon Valley Bank bankruptcy claim in the first quarter of 2025, 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 202
[Excerpt truncated for page length; source filing is linked above.]
Latest 10-K MD&A
Item 7.Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis should be read in conjunction with the selected financial data and the consolidated financial statements and notes.
Overview of 2025 Performance and Company and Industry Trends
Our strategy is to create value for our stockholders through ownership of the premier office portfolio in Sun Belt markets of the United States, with a particular focus on Austin, Atlanta, Charlotte, Tampa, Phoenix, Dallas, and Nashville. 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 2025, we completed the strategic acquisition of an operating property, The Link, a 292,000 square foot lifestyle office property in Uptown Dallas, for a purchase price of $218.0 million. We also received repayment at par for two investments in real estate debt, secured by interests, respectively in Saint Ann Court in Dallas and Radius in Nashville of $138.0 million and $12.8 million, respectively, as well as loaned our Neuhoff joint venture partner $19.6 million at an interest rate of SOFR plus 625 basis points which the partner used to fund their portion of the joint venture loan repayment. Finally, we sold our bankruptcy claim with SVB Financial group for $4.6 million.
During 2025, we completed an offering of the public senior notes maturing in 2030 generating net proceeds of $496.9 million to fund the acquisition of the Link and to pay off $250 million of privately placed senior notes. In conjunction with our loan to our joint venture partner mentioned above, the joint venture amended its existing Neuhoff construction loan, 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 joint venture has an option to extend the maturity date an additional 12 months, subject to conditions. Additionally, we sold 2.9 million shares under Forward Sales contracts at an average price of $30.44 per share. The future net settlement proceeds will be $88.5 million.
During 2025, we leased a total of 2.1 million square feet of office space. Our office operating portfolio was 90.7% percent leased as of December 31, 2025 and the weighted average economic occupancy during the fourth quarter of 2025 was 88.3%. In 2025, the weighted average net effective rent per square foot, representing base rent excluding operating expense reimbursements and leasing costs, for leases with a term greater than one year, was $25.86 per square foot. Cash-basis net effective rent per square foot increased 3.5% on spaces that had been previously occupied in the past year. Cash-basis net effective rent represents net rent at the end of the term paid under the prior lease compared to the net rent at the beginning of the term paid under the current lease. Our same property net operating income for the year increased 2.4% on a straight-line basis and increased 0.9% on a cash-basis.
We believe the Sun Belt, and in particular the seven Sun Belt markets listed above, will continue to outperform the broader office sector evidenced by a clear bifurcation between Sun Belt and Gateway market fundamentals. 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.
Critical Accounting Policies and Estimates
Our financial statements are prepared in accordance with GAAP as outlined in the Financial Accounting Standards Board’s ("FASB") Accounting Standards Codification ("ASC"), and the notes to consolidated financial statements include a summary of the significant accounting policies for the Company. The preparation of financial statements in accordance with GAAP requires the use of certain estimates, a change in which could materially affect revenues, expenses, assets, or liabilities. Some of our accounting policies are considered to be critical accounting policies, which are ones that are both important to the portrayal of our financial condition, results of operations, and cash flows, and ones that also require significant judgment or complex estimation processes. Our critical accounting policies are as follows:
Revenue Recognition
Most of our revenues are derived from operating leases and are reflected as rental property revenues on the accompanying consolidated statements of operations. Several judgments and estimates are included in the rental property revenue recognition process including the determination of lease term, ownership of tenant improvements, lease modifications, and lease terminations.
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Table of Contents
Revenues derived from fixed lease payments, which exclude certain rental property revenue such as percentage rent and revenue related to the recovery of certain operating expenses from our tenants, are recognized on a straight-line basis over the term of the lease. We make significant assumptions and judgments in determining the lease term, including the judgments involved as to when a tenant has the right to use an underlying asset and assumptions when the lease provides the tenant with an extension or early termination option.
Most of our leases involve some form of improvements to leased space. We make significant judgments in reviewing various factors to assist in determining whether we or our tenants own the improvements. Those factors include, but are not limited to, whether or not the:
•Lease agreement’s terms obligate the tenant to construct or install specifically-identified assets (i.e., the leasehold improvements);
•Tenant’s failure to make specified improvements is an event of default under which the landlord can require the lessee to make those improvements or otherwise enforce the landlord’s rights to those assets (or a monetary equivalent);
•Landlord must approve the plans prior to construction;
•Tenant is permitted to alter or remove the leasehold improvements without the landlord’s consent or without compensating the landlord for any lost utility or diminution in fair value;
•Tenant is required to provide the landlord with evidence supporting the cost of tenant improvements before the landlord pays the tenant for the tenant improvements;
•Landlord is obligated to fund cost overruns for the construction of leasehold improvements;
•Leasehold improvements are unique to the tenant or could reasonably be used by the lessor to lease to other parties; and,
•Economic life of the leasehold improvements is such that a significant residual value of the assets is expected to accrue to the benefit of the landlord at the end of the lease term.
If we determine the improvements are our assets, we capitalize the cost of the improvements and recognize depreciation expense associated with such improvements generally over the shorter of the estimated useful life or the term of the lease. Any portion of our asset funded by a tenant is recorded as deferred revenue to be recognized in rental revenue over the term of the lease on a straight-line basis. If the improvements are tenant assets, we defer the cost of improvements funded by us as a lease incentive asset and amortize it as a reduction of rental revenue over the term of the lease. Our determination of whether improvements are our assets or tenants' assets also affects when we commence revenue recognition in connection with a lease.
We periodically enter into amendments to our leases. When a lease is amended, we need to determine whether (i) an additional right of use not included in the original lease is being granted as a result of the modification and (ii) there is an increase in the lease payments that is commensurate with the standalone price for the additional right of use. If both of those conditions are met, the amendment is accounted for as a separate contract. If both of those conditions are not met, the amendment is accounted for as a lease modification. Most of our lease amendments result in a lease modification of our operating leases which will likely require us to reassess both the lease term and fixed lease payments, including considering any prepaid or accrued lease rentals relating to the original lease as a part of the lease payments for the modified lease.
Tenants sometimes terminate their lease prior to the end of the lease 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 the termination is 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.
Leases representing 35% and 32% of the square footage of our occupied portfolio as of December 31, 2025 and 2024, respectively, had early termination options at some point in their lease terms, all of which require a fee for early termination. During the years ended December 31, 2025 and 2024, five and three tenants representing 391,000 and 170,000 square feet, respectively, exercised early termination options in their leases. The early termination fee recognized in rental property revenues on these leases during the years ended December 31, 2025 and 2024 was $2.9 million and $2.5 million, respectively.
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Table of Contents
Real Estate Carrying Value
The carrying values of our real estate assets are subject to several processes that involve a significant use of judgments and estimates. Those processes primarily include (i) purchase price allocations for acquired assets, (ii) depreciation and amortization, and (iii) impairment. The judgments and estimates used in each of these processes have a material impact on our financial condition, results of operations, and cash flows.
Purchase Price Allocations for Acquired Assets
We evaluate all real estate acquisitions to determine if the transactions qualify as an acquisition of assets or of a business, including cases in which we acquire a pool of properties of varying property types in different markets. For purposes of this review, we separate the assets acquired based on their unique and different risk characteristics, which may be by property type, geographic concentration, or other factors. If we determine that substantially all of the fair value is concentrated in a single identifiable asset or group of similar assets, generally 90% of total fair value of assets acquired, we account for the acquisition as an acquisition of assets. If we determine that there is no single asset or group of assets that make up substantially all of the fair value of gross assets acquired, we then evaluate whether the acquired set of assets includes an input and substantial process which create an output. If we determine that an input and a substantive process that significantly contribute to the ability to create output are present, we account for the acquisition as an acquisition of a business. We use considerable judgment in determining whether the acquisition of a pool of assets is an acquisition of assets or of a business. Because acquisition costs are expensed for an acquisition of a business and capitalized for an acquisition of assets, results of operations could be materially different based on our determinations.
For acquisitions that are accounted for as an acquisition of an asset, we record the acquired tangible and intangible assets and assumed liabilities based on each asset and liability's relative fair value at the acquisition date to the total purchase price plus capitalized acquisition costs. For acquisitions that are accounted for as an acquisition of a business, we record the acquired tangible and intangible assets and assumed liabilities based on each asset and liability's fair value at the acquisition date to the total purchase price. Fair value is based on estimated cash flow projections that utilize available market information and discount and/or capitalization rates as appropriate. Estimates of future cash flows are based on a number of factors including historical operating results, known and anticipated trends, and market and economic conditions. The acquired assets and assumed liabilities for an acquired operating property generally include, but are not limited to: land, buildings, and identified tangible and intangible assets and liabilities associated with in-place leases, including tenant improvements, leasing costs, value of above-market and below-market leases, and value of acquired in-place leases.
The fair value of the above-market or below-market component of an acquired lease is based upon the present value (calculated using a market discount rate) of the difference between the contractual rents to be paid pursuant to the lease over its remaining term and management’s estimate of the rents that would be paid using fair market rental rates and rent escalations at the date of acquisition over the remaining term of the lease. An identifiable intangible asset or liability is recorded if there is an above-market or below-market lease at an acquired property. The amounts recorded for above-market leases are included in other assets on the balance sheets, and the amounts for below-market leases are included in other liabilities on the balance sheets. These amounts are amortized on a straight-line basis as an adjustment to rental income over the remaining term of the applicable leases.
The fair value of acquired in-place leases is derived based on our assessment of lost revenue and costs incurred for the period required to lease the “assumed vacant” property to the occupancy level when purchased. This fair value is based on a variety of considerations including, but not necessarily limited to: (i) the value associated with avoiding the cost of originating the acquired in-place leases; (ii) the value associated with lost revenue related to tenant reimbursable operating costs estimated to be incurred during the assumed lease-up period; and (iii) the value associated with lost rental revenue from existing leases during the assumed lease-up period. Factors considered in performing these analyses include an estimate of the carrying costs during the expected lease-up periods, such as real estate taxes, insurance, and other operating expenses, current market conditions, and costs to execute similar leases, such as leasing commissions, legal, and other related expenses. The amounts recorded for in-place leases are included in intangible assets on the balance sheets. These amounts are amortized as an increase to depreciation and amortization expense over the remaining term of the applicable leases.
Depreciation and Amortization
We depreciate or amortize operating real estate assets over their estimated useful lives using the straight-line method of depreciation. We use judgment when estimating the useful life of real estate assets and when allocating certain indirect project costs to projects under development, which are amortized over the useful life of the property once it becomes operational. Historical data, comparable properties, and replacement costs are some of the factors considered in determining useful lives and cost allocations.
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Impairment
We review our real estate assets on an asset group basis for impairment. We identify an asset group based on the lowest level of identifiable cash flows and take into consideration such things as shared expenses and amenities. This review includes our operating properties, properties under development, and land holdings (including any capitalized predevelopment costs).
The first step in this process is for us to determine whether an asset is considered to be held-for-investment or held-for-sale. In order to be considered a real estate asset held-for-sale, we must, among other things, have the authority to commit to a plan to sell the asset in its current condition, have commenced the plan to sell the asset, and have determined that it is probable that the asset will sell within one year. If we determine that an asset is held-for-sale, we record an impairment if the fair value less costs to sell is less than the carrying amount. All real estate assets not meeting the held-for-sale criteria are considered to be held-for-investment.
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 significant decline in a property’s leasing percentage, a current period operating loss or negative cash flows combined with a history of losses at the property, a decline in lease rates for that property or others in the property’s market, a significant change in the market value of the property, an adverse change in the financial condition of significant tenants, or a more likely than not probability that there has been a significant decrease in the estimated hold period. For projects under development, indicators could include material budget overruns, significant delays in construction, occupancy, or stabilization timing, regulatory changes or economic trends that have a significant impact on the market, or an adverse change in the financial condition of a significant future tenant. 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.
If we determine that an asset that is held-for-investment has indicators of impairment, we must determine whether the undiscounted cash flows associated with the asset exceed the carrying amount of the asset. If the undiscounted cash flows are less than the carrying amount of the asset, we reduce the carrying amount of the asset to fair value.
In calculating the undiscounted net cash flows of an asset, we must estimate a number of inputs. We must estimate future rental rates, future capital expenditures, future operating expenses, and market capitalization rates for residual values, among other things. In addition, if there are alternative strategies for the future use of the asset, we assess the probability of each alternative strategy and perform a probability-weighted undiscounted cash flow analysis to assess the recoverability of the asset. We use considerable judgment in determining the alternative strategies and in assessing the probability of each strategy selected.
In determining the fair value of an asset, we exercise judgment on a number of factors. We may determine fair value by using an undiscounted cash flow calculation or by utilizing comparable market information. We must determine an appropriate discount rate to apply to the cash flows in the undiscounted cash flow calculation. We use judgment in analyzing comparable market information because no two real estate assets are identical in location and price. The estimates and judgments used in the impairment process are highly subjective and susceptible to frequent change.
In addition to our real estate assets, we review each of our investments in unconsolidated joint ventures for impairment. As part of this analysis, we first determine whether there are any indicators of impairment at any property held in a joint venture investment. If indicators of impairment are present for any of our investments in joint ventures, we calculate the fair value of the investment. If the fair value of the investment is less than the carrying value of the investment, we determine whether the impairment is temporary or other than temporary. If we assess the impairment to be temporary, we do not record an impairment charge. If we conclude that the impairment is other than temporary, we record an impairment charge. We use considerable judgment in the determination of whether there are indicators of impairment present and in the assumptions, estimations, and inputs used in calculating the fair value of the investment.
Development Cost Capitalization
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, we expense predevelopment costs. After we determine a project is probable, all subsequently-incurred predevelopment costs, including certain internal personnel and associated costs directly related to the project under development or redevelopment, are capitalized in accordance with accounting rules. 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.
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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.
Determination of what costs constitute 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 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 ready for occupancy at the earlier of the date on which the project or phase reaches economic occupancy of 90% or one year from cessation of major construction activity, which may occur prior to economic stabilization. Our judgment of the date the project is ready for occupancy has a direct impact on our operating expenses and net income for the period.
Results of Operations For The Year Ended December 31, 2025
General
Net income available to common stockholders for the years ended December 31, 2025 and 2024 was $40.5 million and $46.0 million, respectively. In 2025, we recorded $14.3 million of impairment losses related to our Harborview property and the 303 Tremont land parcel. We detail below other material changes in the components of net income available to common stockholders for the year ended 2025 compared to 2024.
See "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Results of Operations" from our 2024 Annual Report on Form 10-K for a comparison of 2024 to 2023 financial results.
Rental Property Revenues, Rental Property Operating Expenses, and Net Operating Income
The following results include the performance of our Same Property portfolio. Our Same Property portfolio includes office properties that were stabilized and owned by us for the entirety of each comparable reporting period presented. Same Property amounts for the 2025 versus 2024 comparison are from properties that were stabilized and owned as of January 1, 2024 through December 31, 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.
Management evaluates the performance of its property portfolio, in part, based on Net Operating Income ("NOI"). NOI represents rental property revenues, less termination fees, less rental property operating expenses. NOI is not a measure of cash flows or operating results as measured by GAAP, is not indicative of cash available to fund cash needs, and should not be considered an alternative to cash flows as a measure of liquidity. 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 allows analysts, investors, and management to analyze continuing operations and evaluate the growth trend of our portfolio.
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The following table reconciles net income to consolidated NOI for each of periods presented ($ in thousands):
Year Ended December 31,
2025
2024
Net Income
$
41,252
$
46,581
Fee income
(2,044)
(1,761)
Termination fee income
(5,087)
(3,405)
Other income
(11,225)
(7,224)
General and administrative expenses
38,642
36,566
Interest expense
159,241
122,476
Depreciation and amortization
415,359
365,045
Operating property impairment
13,286
—
Land and related predevelopment cost impairment
1,034
—
Reimbursed expenses
544
634
Other expenses
1,801
2,097
Loss from unconsolidated joint ventures
8,159
2,796
Gain on investment property transactions
—
(98)
Net Operating Income
$
660,962
$
563,707
Consolidated rental property revenues, rental property operating expenses, and NOI changed between the 2025 and 2024 periods as follows ($ in thousands):
Year Ended December 31,
2025
2024
$ Change
% Change
Rental Property Revenues
Same Property
$
834,271
$
815,244
$
19,027
2.3
%
Non-Same Property
141,189
29,124
112,065
384.8
%
Termination Fee Income
5,087
3,405
1,682
49.4
%
Total Rental Property Revenues
$
980,547
$
847,773
$
132,774
15.7
%
Rental Property Operating Expenses
Same Property
$
278,949
$
272,668
$
6,281
2.3
%
Non-Same Property
35,549
7,993
27,556
344.8
%
Total Rental Property Operating Expenses
$
314,498
$
280,661
$
33,837
12.1
%
Net Operating Income
Same Property NOI
$
555,322
$
542,576
$
12,746
2.3
%
Non-Same Property NOI
105,640
21,131
84,509
399.9
%
Total NOI
$
660,962
$
563,707
$
97,255
17.3
%
Same Property NOI represents Net Operating Income for those office properties that were stabilized and owned by us for the entirety of the 2025 and 2024 reporting periods presented. 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 and NOI increased between 2025 and 2024 primarily due to an increase in economic occupancy at our Promenade Tower, Corporate Center, and 3350 Peachtree office properties and increases in revenues recognized from tenant funded improvements owned by us. In addition, parking revenue from our Same Property portfolio increased in 2025 compared to 2024.
Non-Same Property Rental Property Revenues, Rental Property Operating Expenses, and NOI increased between 2025 and 2024 primarily due to the acquisitions of our Vantage South End and Sail Tower office properties in December 2024 as well as the acquisition of The Link in July 2025.
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The following table details NOI from properties aggregated by market:
Year Ended December 31,
Market
2025
2024
$ Change
% Change
Austin
$
242,424
$
191,758
$
50,666
26.4
%
Atlanta
203,272
194,837
8,435
4.3
%
Charlotte
63,971
42,164
21,807
51.7
%
Tampa
52,653
49,383
3,270
6.6
%
Phoenix
48,923
44,597
4,326
9.7
%
Dallas
22,604
13,937
8,667
62.2
%
Other (1)
22,506
22,363
143
0.6
%
Office NOI
656,353
559,039
97,314
17.4
%
Other Non-Office (2)
4,609
4,668
(59)
Total NOI
$
660,962
$
563,707
$
97,255
(1) Represents a non-core office property in Houston.
(2) Includes operations at land sites held for future development as well as a parking garage in Charlotte.
NOI for the Austin market increased $50.7 million, or 26.4%, between 2025 and 2024 primarily due to the acquisition of Sail Tower in December 2024. NOI for the Charlotte market increased $21.8 million, or 51.7%, primarily due to the acquisition of Vantage South End in December 2024. NOI from the Dallas market increased $8.7 million, or 62.2%, primarily due to the acquisition of The Link in July 2025.
Other Income
Other income increased $4.0 million, or 55.4%, between 2025 and 2024 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 of our real estate debt investments. The SVB and investment in real estate debt transactions are described in further detail in notes 5 and 14 to the consolidated financial statements in this Form 10-K.
General and Administrative Expenses
General and administrative expenses increased $2.1 million, or 5.7%, between 2025 and 2024 primarily due to increases in stock compensation expense.
Interest Expense
Interest expense, net of amounts capitalized, increased $36.8 million, or 30.0%, between 2025 and 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, as well as the issuance of the $500 million public unsecured senior notes in June 2025, partially offset by the repayments of the $250 million senior note in July 2025 and the repayment of $100 million of the 2021 Term Loan in August 2024, as well as a lower average balance outstanding on the Credit Facility in 2025.
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Depreciation and Amortization
Depreciation and amortization changed between the 2025 and 2024 periods as follows ($ in thousands):
Year Ended December 31,
2025
2024
$ Change
% Change
Depreciation and Amortization
Same Property
$
340,226
$
333,126
$
7,100
2.1
%
Non-Same Property
74,644
31,458
43,186
137.3
%
Non-Real Estate Assets
489
461
28
6.1
%
Total Depreciation and Amortization
$
415,359
$
365,045
$
50,314
13.8
%
Non-Same Property depreciation and amortization increased between 2025 and 2024 primarily due to the acquisitions of Sail Tower and Vantage South End in December 2024, the acquisition of The Link in July 2025, and the completion of development at Domain 9.
Loss and Net Operating Income from Unconsolidated Joint Ventures
The following table reconciles loss from unconsolidated joint ventures to unconsolidated NOI for each of the periods presented ($ in thousands):
Year Ended December 31,
2025
2024
$ Change
% Change
Loss from unconsolidated joint ventures
$
(8,159)
$
(2,796)
$
(5,363)
191.8
%
Depreciation and amortization
10,739
4,745
5,994
126.3
%
Interest expense
9,708
4,484
5,224
116.5
%
Other expense
184
316
(132)
(41.8)
%
Other income
(123)
(132)
9
6.8
%
Net operating income from unconsolidated joint ventures
$
12,349
$
6,617
$
5,732
86.6
%
Net operating income:
Same Property
$
4,825
$
4,693
$
132
2.8
%
Non-Same Property
7,524
1,924
5,600
291.1
%
Net operating income from unconsolidated joint ventures
$
12,349
$
6,617
$
5,732
86.6
%
The change in loss from unconsolidated joint ventures was driven by increases in unconsolidated depreciation and amortization as well as unconsolidated interest expense. Unconsolidated depreciation and amortization expense increased between 2025 and 2024 primarily due to: (i) assets being placed in service as portions of the development were completed and initial operations started at our joint venture's Neuhoff property in the fourth quarter of 2023 and (ii) the acquisition of Proscenium in August 2024. Unconsolidated interest expense increased between 2025 and 2024, primarily due to a reduction in capitalized interest at our Neuhoff joint venture as further portions of its development project were completed in 2025.
Non-Same Property NOI from unconsolidated joint ventures increased between 2025 and 2024 primarily due to operations at Neuhoff, as the property continues to increase occupancy, and the acquisition of Proscenium in August 2024.
Funds from Operations
The table below shows Funds from Operations Available to Common Stockholders (“FFO”), a non-GAAP financial measure, and the related reconciliation from net income available to common stockholders. We calculate FFO as defined by the National Association of Real Estate Investment Trusts ("Nareit"), which is net income (loss) available to common stockholders (computed in accordance with GAAP), excluding depreciation and amortization related to real estate, gains and losses from sales of depreciable property, gains and losses from changes in control and impairment of depreciable real estate,
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plus depreciation and amortization of real estate assets, impairment on depreciable investment property, and after adjustments for unconsolidated partnerships and joint ventures to reflect FFO on the same basis.
FFO is used by industry analysts and investors as a supplemental measure of an equity REIT’s operating performance. Historical cost accounting for real estate assets implicitly assumes that the value of real estate assets diminishes predictably over time. Since real estate values instead have historically risen or fallen with market conditions, many industry investors and analysts have considered presentation of operating results for real estate companies that use historical cost accounting to be insufficient by themselves. Thus, Nareit created FFO as a supplemental measure of REIT operating performance that excludes historical cost depreciation, among other items, from GAAP net income. Our management believes that the use of FFO, combined with the required primary GAAP presentations, has been fundamentally beneficial, improving the understanding of operating results of REITs among the investing public and making comparisons of REIT operating results more meaningful. Our management evaluates operating performance in part based on FFO. Additionally, our management uses FFO and FFO per share, along with other measures, as a performance measure for incentive compensation to our officers and other key employees.
The reconciliations of net income available to common stockholders to FFO and earnings per share to FFO per share are as follows for the years ended December 31, 2025 and 2024 ($ in thousands, except per share information):
Year Ended December 31,
2025
2024
Dollars
Weighted Average Common Shares
Per Share Amount
Dollars
Weighted Average Common Shares
Per Share Amount
Net Income Available to Common Stockholders
$
40,503
167,919
$
0.24
$
45,962
153,413
$
0.30
Noncontrolling interest related to unitholders
7
25
—
8
25
—
Potentially dilutive common shares - ESPP
—
—
—
—
2
—
Conversion of unvested restricted stock units
—
772
—
—
575
—
Net Income — Diluted
40,510
168,716
0.24
45,970
154,015
0.30
Depreciation and amortization of real estate assets:
Consolidated properties
414,871
—
2.47
364,584
—
2.37
Share of unconsolidated joint ventures
10,739
—
0.06
4,745
—
0.03
Partners' share of real estate depreciation
(1,005)
—
(0.01)
(1,106)
—
(0.01)
Gain on sale of depreciated properties:
Consolidated properties
—
—
—
(101)
—
—
Operating property impairment
13,286
—
0.08
—
—
—
Funds From Operations
$
478,401
168,716
$
2.84
$
414,092
154,015
$
2.69
Liquidity and Capital Resources
Our primary short-term and long-term liquidity needs include the following:
•property operating expenses;
•property and land acquisitions;
•expenditures on development and redevelopment projects;
•building improvements, tenant improvements, and leasing costs;
•principal and interest payments on indebtedness;
•general and administrative costs; and
•common stock dividends and distributions to outside unitholders of CPLP.
We may satisfy these needs with one or more of the following:
•cash and cash equivalents on hand;
•net cash from operations;
•proceeds from the sale of assets;
•borrowings under our Credit Facility;
•proceeds from mortgage notes payable;
•proceeds from construction loans;
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•proceeds from unsecured loans;
•proceeds from offerings of equity and securities; and
•joint venture formations.
Our material capital expenditure commitments as of December 31, 2025 include $172.9 million of unfunded tenant improvements and development costs. As of December 31, 2025, we had $116.0 million drawn under our Credit Facility with the ability to borrow the remaining $884.0 million, as well as $5.7 million of cash and cash equivalents. We expect to have sufficient liquidity to meet our obligations for the foreseeable future.
Financial Condition
A key component of our strategy is to maintain a conservative balance sheet with leverage and liquidity that enables us to be positioned for future growth. In recent quarters, our leverage metrics which include net debt to EBITDAre (net income available to common stockholders plus interest expense, income tax expense, depreciation and amortization, losses (gains) on the disposition of depreciated property, and impairment), net debt to undepreciated assets, and net debt to total market capitalization, have consistently been among the strongest within our sector of public office REITs.
The following table sets forth information as of December 31, 2025 with respect to our outstanding contractual obligations and commitments ($ in thousands):
Total
Less than 1 Year
1-3 Years
3-5 Years
More than 5 Years
Contractual Obligations:
Company debt: (1)
Unsecured credit facility
$
116,000
$
—
$
116,000
$
—
$
—
Public senior unsecured notes
1,400,000
—
—
500,000
900,000
Privately placed senior unsecured notes
750,000
—
475,000
275,000
—
Term loans
650,000
250,000
400,000
—
—
Mortgage notes payable
441,127
220,127
—
—
221,000
Interest commitments (2)
739,801
150,773
238,003
197,119
153,906
Ground leases
177,328
2,006
4,032
4,066
167,224
Total contractual obligations
$
4,274,256
$
622,906
$
1,233,035
$
976,185
$
1,442,130
Commitments:
Unfunded tenant improvements and development obligations
$
172,908
$
172,908
$
—
$
—
$
—
Unfunded commitments on investments in real estate debt
3,782
3,782
—
—
—
Total commitments
$
176,690
$
176,690
$
—
$
—
$
—
(1)Amounts presented assume we exercise all available extension options.
(2)Interest on variable rate obligations is based on balances and effective rates as of December 31, 2025.
Credit Facility
On May 2, 2022, we entered into a Fifth Amended and Restated Credit Agreement (the "Credit Facility") under which we may borrow up to $1 billion if certain conditions are satisfied. The Credit Facility contains financial covenants that require, among other things, the maintenance of unencumbered interest coverage ratio of at least 1.75x; a fixed charge coverage ratio of at least 1.50x; a secured leverage ratio of no more than 50%; and overall and unsecured leverage ratios of no more than 60%. The Credit Facility matures on April 30, 2027.
The interest rate applicable to the Credit Facility varies according to our 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 0.725% and 1.40%, or (2) the greater of (i) Bank of America's prime rate, (ii) the federal funds rate plus 0.50%, (iii) Term SOFR, plus a SOFR adjustment of 0.10%, and 1.00%, or (iv) 1.00%, plus a spread of between 0.00% and 0.40%, based on leverage. In addition to the interest rate, the Credit Facility is also subject to an annual facility fee of 0.125% to 0.30%, depending on our credit rating and leverage ratio, on the entire $1 billion capacity. There can be no assurance that
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we will maintain any particular rating in the future and if our credit ratings decrease, then we may be subject to higher applicable spreads.
In April 2024, we notified the administrative agent of the Credit Facility of our receipt of corporate investment grade ratings. These ratings reduced the Credit Facility's Adjusted SOFR spread and facility fee range effective April 17, 2024. Changes in our investment grade ratings may result in additional adjustments to the applicable spread and facility fee. Prior to April 17, 2024, the applicable spread was between 0.90% and 1.40% and the facility fee range was 0.15% to 0.30%, depending on leverage.
At December 31, 2025, the Credit Facility's interest rate spread over Adjusted SOFR was 0.775%, and the facility fee spread was 0.15%. The amount that we may draw under the Credit Facility is a defined calculation based on our unencumbered assets and other factors. The total available borrowing capacity under the Credit Facility was $884.0 million at December 31, 2025. Any amounts outstanding under the Credit Facility may be accelerated upon the occurrence of any events of default.
Term Loans
On October 3, 2022, we entered into a Delayed Draw Term Loan Agreement (the "2022 Term Loan") and borrowed the full $400 million available under the loan. Under the 2022 Term Loan, the applicable interest rate varies according to our credit rating and leverage ratio and may, at our election, be determined based on either (1) the Daily SOFR or Term SOFR, plus a SOFR adjustment of 0.10% ("Adjusted SOFR") and a spread of between 0.80% and 1.60%, or (2) the greater of (i) Bank of America's prime rate, (ii) the federal funds rate plus 0.50%, (iii) Term SOFR, plus a SOFR adjustment of 0.10%, and 1.00%, or (iv) 1.00%, plus a spread of between 0.00% and 0.65%, based on leverage. The loan had an initial maturity of March 3, 2025 with four consecutive options to extend the maturity date for an additional six months each. We have exercised the third of the four six-month extension options, which becomes effective March 3, 2026, with an extended maturity date of September 3, 2026. The final maturity date, should we elect to exercise the one remaining extensions, would be March 3, 2027. The covenants under the 2022 Term Loan are the same as the Credit Facility.
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 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). These two swaps fixed the underlying SOFR rate for the full $400 million at a weighted average of 4.483%. These swaps expired on March 3, 2025. 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 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 2025, we exercised the fourth of our four 180 day extension options, which becomes effective February 20, 2026, with an extended maturity date of August 17, 2026. On September 19, 2022, we entered into the First Amendment to the 2021 Term Loan. 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, 2025, the spread over the underlying SOFR rates was 1.00% for the 2021 Term Loan.
On September 27, 2022, we entered into a floating-to-fixed interest rate swap with respect to the $350 million 2021 Term Loan through the initial maturity date of August 30, 2024. This swap effectively fixed the underlying SOFR rate at 4.234% (see note 10 to the consolidated financial statements). This swap has expired, and the loan has reverted to the underlying variable SOFR rate.
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.
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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.
Unsecured Senior Notes
At December 31, 2025, we had $2.2 billion aggregate principal amount of senior unsecured notes outstanding.
In June 2025, CPLP issued $500.0 million in aggregate principal amount of 5.250% senior unsecured notes. Upon issuance of the 2030 Notes, CPLP received proceeds of $499.9 million dollars, net of the original issue discount of $65,000, resulting in an effective interest rate of 5.251%. These senior unsecured notes are fully and unconditionally guaranteed by the Company. The proceeds were used to repay, at maturity, the $250.0 million outstanding amount of the privately placed senior notes due July 7, 2025, to partially fund the acquisition of The Link on July 28, 2025, and for general corporate purposes. These public senior notes had issuance costs of $4.2 million and mature on July 15, 2030.
In December 2024, CPLP issued $400.0 million in aggregate principal amount of 5.375% senior unsecured notes. Upon issuance of the 2032 Notes, CPLP received net proceeds of $397.9 million dollars after an original issue discount of $2.1 million resulting in an effective interest rate is 5.464%. The 2032 Notes are fully and unconditionally guaranteed by us. The proceeds were used to fund part of the purchase prices for the Sail Tower and the Vantage acquisitions in December 2024. The 2032 Notes had issuance costs of $3.6 million and mature on February 15, 2032.
In August 2024, CPLP issued $500 million in aggregate principal amount of 5.875% senior unsecured notes. Upon issuance of the 2034 Notes, CPLP received net proceeds of $498.5 million dollars after an original issue discount of $1.5 million resulting in an effective interest rate is 5.912%. The 2034 Notes are fully and unconditionally guaranteed by us. The proceeds were used primarily to repay $373.8 million outstanding on the Credit Facility and repay $100 million of the $350 million outstanding on the 2021 Term Loan. The 2034 Notes had issuance costs of $5.3 million and mature on October 1, 2034. The 2032 Notes and the 2034 Notes are sometimes referred to herein as the "public senior unsecured notes."
The above described senior unsecured notes are subject to certain typical covenants that, subject to certain exceptions, include (a) a limitation on the ability of the Company and CPLP to, among other things, incur additional secured and unsecured indebtedness; (b) a limitation on the ability of the Company and CPLP to merge, consolidate, sell, lease or otherwise dispose of their properties and assets substantially as an entirety; and (c) a requirement that the Company maintain a pool of unencumbered assets. 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 due July 7, 2025 were repaid at maturity.
The senior notes also contain customary representations and warranties, both affirmative and negative covenants, and customary events of default.
Secured Mortgage Notes
In November 2024, we repaid, in full, our Domain 10 mortgage with a remaining principal balance of $70.9 million. This mortgage had an interest rate of 3.75%.
As of December 31, 2025, we had $441.1 million outstanding on four non-recourse mortgage notes with a weighted average interest rate of 4.88%. All interest rates on the secured mortgage notes are fixed. Assets with depreciated carrying values of $709.4 million were pledged as security on these mortgage notes payable.
Joint Venture Commitments and Debt
We have a number of off balance sheet joint ventures with varying structures, as described in note 6 to our consolidated financial statements. The joint ventures in which we have an interest are involved in the ownership and/or development of real estate. A venture will fund capital requirements or operational needs with cash from operations or financing proceeds. If additional capital is deemed necessary, a venture may request a contribution from the partners, and we will evaluate such request. Except as previously discussed, based on the nature of the activities conducted in these ventures, management cannot estimate with any degree of accuracy amounts that we may be required to fund in the short- or long-term. However,
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management does not believe that additional funding of these ventures will have a material adverse effect on our financial condition or results of operations.
At December 31, 2025, our unconsolidated joint ventures had aggregate outstanding indebtedness to third parties of $332.4 million. This debt represents mortgage or construction loans, all of which are non-recourse to us. In addition, in certain instances, we provide “non-recourse carve-out guarantees” on these non-recourse loans.
Other Debt Information
Our existing mortgage debt is solely non-recourse, fixed-rate mortgage notes secured by various real estate assets. We expect to either refinance our non-recourse mortgage loans at maturity or repay the mortgage loans with other capital sources, including our credit facility, public and private unsecured debt, non-recourse mortgages, construction loans, the sale of assets, joint venture equity, the issuance of common stock, the issuance of preferred stock, or the issuance of units of CPLP. Many of our non-recourse mortgages contain covenants which, if not satisfied, could result in acceleration of the maturity of the debt.
We are in compliance with all covenants of our existing unsecured debt and non-recourse mortgages.
Future Capital Requirements
To meet capital requirements for future investment activities, we intend to actively manage our portfolio of properties and strategically sell assets to exit our non-core holdings and reposition our portfolio of income-producing assets. We also expect to continue to utilize cash retained from operations, as well as third-party sources of capital such as indebtedness, to fund future commitments and to utilize construction financing facilities for some development assets, if available and under appropriate terms. We may also generate capital through the issuance of securities that include common or preferred stock, warrants, debt securities, or the issuance of CPLP limited partnership units.
Our business model also includes raising or recycling capital which can assist in meeting obligations and funding development and acquisition activity. If one or more sources of capital are not available when required, we may be forced to reduce the number of projects we acquire or develop and/or raise capital on potentially unfavorable terms, or we may be unable to raise capital, which could have an adverse effect on our financial position or results of operations.
Cash Flows
We report and analyze our cash flows based on operating activities, investing activities, and financing activities. Cash and cash equivalents totaled $5.7 million and $7.3 million at December 31, 2025 and 2024, respectively. See "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Cash Flows" from our 2024 Annual Report on Form 10-K for a discussion of the changes in cash flows between 2024 and 2023.
The following table sets forth the changes in cash flows ($ in thousands):
Year Ended December 31,
$ Change
2025
2024
Net cash provided by operating activities
$
402,275
$
400,233
$
2,042
Net cash used in investing activities
(425,661)
(1,305,402)
879,741
Net cash provided by financing activities
21,757
906,471
(884,714)
The reasons for significant increases and decreases in cash flows between the periods are as follows:
Cash Flows from Operating Activities. Cash provided by operating activities increased $2.0 million between 2025 and 2024 primarily due to increased economic occupancy and the end of rent abatement periods at our Domain 9, Promenade Central, and Buckhead Plaza office properties and the acquisitions of our Vantage South End and Sail Tower office properties in December 2024, as well as our acquisition of The Link office property in July 2025. These increases are partially offset by increases in interest payments on debt.
Cash Flows from Investing Activities. Cash used in investing activities decreased $879.7 million between 2025 and 2024 primarily driven by the acquisitions of Sail Tower and Vantage for an aggregate price of $838.0 million in December 2024, when compared to the acquisition of The Link in July 2025 for $215.0 million.
Cash Flows from Financing Activities. Cash flows provided by financing activities decreased by $884.7 million between 2025 and 2024. In 2025, securities offerings generated gross proceeds of $500.0 million which was partially offset
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by debt maturity repayments of $250.0 million. In 2024, securities offerings generated gross proceeds $1.4 billion in proceeds which was partially offset by debt maturity payments of $172.7 million.
Capital Expenditures. We incur capital expenditures for the development of new properties, the redevelopment of existing or newly purchased properties, general building improvements, direct leasing costs such as commissions or tenant improvements, and capitalized interest and salaries. Components of expenditures included in this line item for the years ended December 31, 2025 and 2024 are as follows ($ in thousands):
2025
2024
Projects under development (1)
$
2,259
$
24,105
Operating properties—redevelopment
47,365
46,479
Operating properties—building improvements
41,007
31,760
Operating properties—leasing costs
160,289
135,506
Capitalized interest and salaries
16,311
14,881
Total capital expenditures
$
267,231
$
252,731
(1) Includes initial leasing costs.
Capital expenditures increased $14.5 million between 2025 and 2024 primarily due to increased leasing costs at our operating properties. This is primarily related to timing of tenant improvement reimbursement requests and to our strong leasing activity. This is partially offset by lower spending on projects under development, as the Domain 9 property became fully operational in 2025.
The above leasing costs include leasing commissions and tenant improvements, which are both capitalized as a component of our real estate assets as they are incurred. Commitments toward those costs are calculated on square foot basis and are included in our leasing activity as leases are executed.
Leasing activity details, including the components of net effective rent per square foot, for our office portfolio on leases executed during the years ended December 31, 2025 and 2024 are as follows:
Year Ended December 31, 2025
New
Renewal
Expansion
Total
Net leased square feet (1)
938,531
950,010
236,417
2,124,958
Number of transactions
76
66
25
167
Lease term in years (2)
9.2
7.8
8.3
8.5
Net effective rent calculation (per square foot per year) (2)
Net annualized rent (3)
$
38.51
$
36.38
$
40.33
$
37.76
Net free rent
(2.37)
(1.91)
(1.52)
(2.07)
Leasing commissions
(3.06)
(2.57)
(2.84)
(2.82)
Tenant improvements
(8.49)
(5.32)
(7.80)
(7.01)
Total leasing costs
(13.92)
(9.80)
(12.16)
(11.90)
Net effective rent
$
24.59
$
26.58
$
28.17
$
25.86
Second generation leased square footage (4)
1,574,998
Increase in straight-line basis second generation net rent per square foot (5)
21.5
%
Increase in cash-basis second generation net rent per square foot (6)
3.5
%
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Year Ended December 31, 2024
New
Renewal
Expansion
Total
Net leased square feet (1)
1,200,044
612,763
206,827
2,019,634
Number of transactions
78
57
22
157
Lease term in years (2)
8.3
7.0
8.6
7.9
Net effective rent calculation (per square foot per year) (2)
Net annualized rent (3)
$
42.80
$
35.86
$
33.75
$
39.77
Net free rent
(1.84)
(2.20)
(1.98)
(1.97)
Leasing commissions
(3.09)
(2.32)
(2.67)
(2.81)
Tenant improvements
(7.37)
(5.18)
(8.51)
(6.82)
Total leasing costs
(12.30)
(9.70)
(13.16)
(11.60)
Net effective rent
$
30.50
$
26.16
$
20.59
$
28.17
Second generation leased square footage (4)
1,405,400
Increase in straight-line basis second generation net rent per square foot (5)
28.2
%
Increase in cash-basis second generation net rent per square foot (6)
8.5
%
(1)
Comprised of total square feet leased, unadjusted for ownership share. Excludes leases approximately one year or less, along with apartment, retail, amenity, storage, and intercompany space leases.
(2)
Weighted average of net leased square feet.
(3)
Straight-line net rent per square foot (operating expense reimbursements deducted from gross leases) over the lease term, prior to any deductions for leasing costs. Excludes percent rent leases.
(4)
Excludes leases executed for spaces that were vacant upon acquisition, new leases in development properties, percent rent leases, and leases for spaces that have been vacant for one year or more.
(5)
Increase in second generation straight-line basis net annualized rent on a weighted average basis.
(6)
Increase in second generation net cash rent at the end of the term paid under the prior lease compared to net cash rent at the beginning of the term (after any free rent period) paid under the current lease on a weighted average basis. For early renewals, the final net cash rent paid under the original lease is compared to the first net cash rent paid under the terms of the renewal. Net cash rent is net of any recovery of operating expenses but prior to any deductions for leasing costs.
Our office portfolio was 90.7% leased as of December 31, 2025, down slightly from 91.6% leased as of December 31, 2024, which is inclusive of 2.1 million and 2.0 million square feet of new, renewal, and expansion leases executed in 2025 and 2024, respectively, and 1.2 million and 488,000 square feet of leases expiring without renewal in 2025 and 2024, respectively.
The amounts of leasing costs on a per square foot basis vary by lease and by market.
Dividends. We paid common dividends of $215.8 million and $195.4 million in 2025 and 2024, respectively. The increase of common dividends paid in the comparative periods is largely driven by the issuance of 15.5 million shares of common stock in the fourth quarter of 2024. We expect to fund our future quarterly common dividends with cash provided by operating activities, proceeds from investment property sales, distributions from unconsolidated joint ventures, indebtedness, and proceeds from offerings of equity and other securities, if necessary.
On a quarterly basis, we review the amount of our common dividend in light of current and projected future cash provided by operating activities and also consider the requirements needed to maintain our REIT status. In addition, we have certain covenants under our Credit Facility which could limit the amount of common dividends paid. In general, common dividends of any amount can be paid as long as leverage, as defined in our credit agreements, is less than 60% and we are not in default under our facility. Certain conditions also apply in which we can still pay common dividends if leverage is above that amount. We routinely monitor the status of our common dividend payments in light of the covenants of our credit agreements.
Guarantor Information. The Company and CPLP have filed a registration statement on Form S-3 with the SEC registering, among other securities, debt securities of CPLP, which are fully and unconditionally guaranteed by the Company. Separate Consolidated Financial Statements of CPLP have not been presented in accordance with the amendments to Rule 3-10 of Regulation S-X. Furthermore, as permitted under Rule 13-01(a)(4)(vi), the Company has excluded the summarized financial information for CPLP as the assets, liabilities, and results of operations of the Company and CPLP are not
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materially different than the corresponding amounts presented in the Consolidated Financial Statements of the Company, and management believes such summarized financial information would be repetitive and not provide incremental value to investors.
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