HIGHWOODS PROPERTIES, INC. 8-K

What Happened
Highwoods Properties, Inc. and its affiliate Highwoods Realty Limited Partnership on February 11, 2026 entered equity distribution agreements with several banks and broker‑dealers to offer and sell up to $300 million aggregate gross proceeds of the company’s common stock. Sales may occur as “at‑the‑market” (ATM) transactions on the NYSE or in negotiated block trades, and the program also contemplates forward sale agreements and, under a separate arrangement with Jefferies LLC, the possible sale of warrants.

Key Details

• Amount: up to $300,000,000 aggregate gross sales price of common stock.
• Date filed/agreements entered: February 11, 2026.
• Agents/participants named: Wells Fargo Securities, BofA Securities, BTIG, Jefferies, J.P. Morgan Securities, TD Securities (USA), Truist Securities (and certain affiliates/agents).
• Forward sales: company may enter master forward sale agreements; forward sellers initially sell borrowed shares (company receives proceeds only upon settlement if physically settled); company can elect physical settlement, cash settlement, or net‑share settlement.
• Warrants: Jefferies may purchase warrants under separate agreements; company will receive an initial premium for sold warrants and receive proceeds only if warrants are exercised and physically settled. Warrant strike prices are expected to be above (but not substantially above) the VWAP at which the hedge was established.
• Fees/compensation: agents/forward sellers/warrant hedge seller fees or reductions will not exceed, but may be lower than, 1.5% of gross sales or strike price as applicable.
• Registration: shares issued under the company’s shelf registration statement on Form S‑3 (Reg. No. 333‑293352); prospectus dated Feb 10, 2026 and prospectus supplement dated Feb 11, 2026.

Why It Matters
This gives Highwoods a flexible capital‑raising tool: the company can sell shares incrementally through ATM trades, use forward sales to lock in future offerings, and issue warrants to raise upfront premium. For investors, the program creates potential dilution depending on how many shares are sold or issued through settled forward agreements or exercised warrants. Also note that proceeds timing can vary — the company may not receive cash until forward agreements are settled or warrants are exercised — so monitor future press releases and SEC filings disclosing actual sales, settlement methods, and amounts raised.