COUSINS PROPERTIES INC 8-K

What Happened

• Cousins Properties LP (the Operating Partnership), a wholly owned subsidiary of Cousins Properties Incorporated, issued $500,000,000 of 4.875% Senior Notes due March 1, 2033 on February 20, 2026. The notes were issued under the existing indenture (May 8, 2024) as supplemented by a supplemental indenture dated February 20, 2026. The notes are fully and unconditionally guaranteed by Cousins Properties Incorporated. An underwriting agreement among the Operating Partnership, the Company and the lead underwriters (J.P. Morgan, BofA Securities, Morgan Stanley, PNC Capital Markets) was entered into on February 10, 2026.

Key Details

• Principal: $500,000,000 of 4.875% Senior Notes due March 1, 2033.
• Interest: 4.875% per year, paid semi‑annually on March 1 and September 1, beginning September 1, 2026.
• Redemption: Callable prior to Jan 1, 2033 at the greater of par or a make‑whole premium (plus accrued interest); on/after Jan 1, 2033 callable at 100% of principal (plus accrued interest).
• Covenants: Limits on incurring secured and unsecured debt and on certain mergers/sales; requires maintaining total unencumbered assets ≥150% of total unsecured debt (subject to exceptions).
• Use of proceeds: To repay a portion of borrowings under its credit facility (related in part to the acquisition of 300 South Tryon) with remaining amounts for working capital, capital expenditures and other corporate purposes (which may include repayment of other indebtedness, including part of its 2021 term loan).

Why It Matters

• This filing reports a new material debt issuance that increases the company’s unsecured debt load by $500M and creates a direct financial obligation. The proceeds are intended mainly to reduce revolver/credit facility borrowings tied to a recent property acquisition, which can lower short‑term leverage on the credit facility but increases long‑term fixed‑rate debt. Investors should note the covenant requiring unencumbered assets to be at least 150% of unsecured debt and the make‑whole redemption provisions, both of which affect refinancing flexibility and potential recovery priorities for bondholders.