Cousins Properties Inc CUZ
New risk paragraphs, branching off last year
Each branch is a paragraph in Risk Factors with nothing like it in the 10-K filed Feb 6, 2025. A box jumps to the paragraph as filed, below.
Paragraphs with nothing like them in last year's 10-K
10 paragraphs in Risk Factors of the 10-K filed Feb 5, 2026 with nothing like them in the 10-K filed Feb 6, 2025. Quoted exactly. Paragraphs that were only edited are under 10-K change.
Climate change and severe weather event risks. The physical effects of climate change could have a material adverse effect on our properties, operations, and business. To the extent climate change causes changes in weather patterns or severity, our markets could experience increases in storm intensity (including floods, fires, tornadoes, hurricanes, droughts, wind storms, ice storms, hail storms, and earthquakes), rising sea-levels, and changes in precipitation, temperature, air
•the need for, along with the costs and timing of, repositioning or redeveloping the acquired property;
A general slowdown in the U.S. or global economy, uncertainty and volatility in financial markets, efforts of governments to stimulate or stabilize the economy and other unfavorable changes in economic conditions, such as inflation, higher interest rates, tightening of the credit markets, recession or slowing growth, as well as an increase in trade tensions and related tariffs with U.S. trading partners, could negatively impact our business, financial condition and liquidity, and the business and operations of our tenants. Macroeconomic weakness and uncertainty may also make it more difficult to accurately forecast operating results and raise capital or refinance debt. Sustained uncertainty about, or worsening of, current global economic conditions and further tariffs and escalations of trade tensions between the U.S. and its trading partners and the decoupling of the global economies could result in an economic slowdown. Given this uncertainty, we cannot predict the impact, if any, of these conditions to our business.
•material changes in any significant tenant industry concentration or in market concentration;
•changes in tax laws, our dividend policy, or in the market valuations of our properties;
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We face risks associated with cyberattacks with respect to our data and systems.
We maintain information necessary to conduct our business, including confidential and proprietary information as well as personal information regarding our employees, in digital form. We also use computer and cloud-based systems to operate our businesses, and in some cases, certain critical building management systems. Data maintained in digital form is subject to the risk of unauthorized access, modification, exfiltration, destruction or denial of access (collectively, along with any similar unauthorized use of our data, “cyberattacks”). Additionally, all of our systems are subject to the risk of cyberattacks. We also use many third-party systems and software, which are also subject to the risk of cyberattacks. Access to this data and these computer and cloud-based systems is essential to the operation of our business and our ability to perform day-to-day operations (including managing our building systems), and in some cases, our building systems may be critical to the operations of certain of our tenants.
We have developed and maintain an information security program that is designed to assess, identify, and manage the risks of cyberattacks, and the continued development and maintenance of this program is costly and requires ongoing monitoring and updating as technologies change (including as a result of the proliferation of artificial intelligence (“AI”) tools) and efforts to overcome security measures become more sophisticated. We face an increasingly challenging cybersecurity environment with expanding and evolving threats of cyberattacks from a variety of potential bad actors. While we employ various tools that are designed to protect our data and systems, we can offer no assurance that our protection efforts are effective; additionally, certain of our defenses remain subject to human error. Despite our efforts, the risk of an incident as a result of any cyberattack cannot be eliminated, and any such incident could have a material adverse effect on our business or financial results. A cyberattack could result in reputational damage to us or harm to us, our employees, or our customers. Additionally, a cyberattack could have a material adverse effect on our financial condition, results of operations, cash flows, liquidity, and/or the market price of our common stock. Our systems and users and those of third parties with whom we engage are continually subject to attacks, and there can be no assurance that future incidents will not have material adverse effects on our operations or financial results. To date, we have not had a cyberattack that had a material adverse effect on our business or financial results.
Use of artificial intelligence presents risks and challenges that could impact our business.
We are evaluating technological solutions through the adoption and usage of artificial intelligence tools to, among other things, automate certain tasks and assist with research, content generation, and decisioning. Any perceived or actual technical, legal, privacy, security, ethical, or other issues relating to the use of artificial intelligence, including authorized or unauthorized use by our employees, could undermine the output that our artificial intelligence tools produce and create additional risks, such as risks of cybersecurity incidents. Additionally, any integration of artificial intelligence into the operations, products, or services of our vendors, partners, or other third-parties with whom we do business may pose new or unknown cybersecurity risks and challenges. Any of the foregoing, as well our failure to responsibly deploy artificial intelligence tools in our operations or the failure of artificial intelligence systems, could adversely affect the performance of our business.
Paragraphs in the 10-Q filed Oct 29, 2026 that were not in the one before
New in the latest 10-Q
19 paragraphs in the 10-Q filed Oct 29, 2026 with nothing like them in the 10-Q filed Jul 30, 2026 (at least half the words must differ; new numbers alone do not count). Quoted exactly, grouped by the item heading above them. This is text that changed, not a judgement of how serious it is.
Financial statements and notes
in 2026 and 2025, respectively Land 201,783 135,870 8,048,631 8,030,716 Real estate assets and other assets held for sale, net 23,257 61,489 Cash and cash equivalents 5,213 5,720 Investments in real estate debt, at fair value 19,586 37,804 Accounts receivable 20,070 17,578 Deferred rents receivable 282,422 269,282 Investments in unconsolidated joint ventures 195,700 215,301 Intangible assets, net 169,039 164,738 Other assets, net 116,826 87,504 Total assets $ 8,880,744 $ 8,890,132 Liabilities: Notes payable $ 3,579,763 $ 3,340,815 Accounts payable and accrued expenses 307,010 314,317 Deferred income 287,883 301,358 Intangible liabilities, net 117,826 117,085 Other liabilities 129,637 111,506 Liabilities of real estate assets held for sale, net 114 2,849 Total liabilities 4,422,233 4,187,930 Commitments and contingencies Equity: Stockholders' investment: Common stock, $1 par value per share, 300,000,000 shares authorized, 164,601 167,982
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compensation, net of forfeitures Acquisition of partners' - (360) - (360) 342 (18)
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compensation, net of forfeitures Distributions to noncontrolling - - - - (382) (382)
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stock-based compensation Amortization of stock-based (6) 11,861 - - 11,855 - 11,855
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Acquisitions On February 2, 2026, the Company acquired 300 South Tryon in Uptown Charlotte. On July 28, 2025, the Company acquired The Link in Uptown Dallas. The assets acquired and liabilities assumed were recorded at relative fair value, as determined by management, with the assistance of third-party specialists, based on information available at the acquisition date and on current assumptions of future operations. The following table summarizes these acquisitions ($ in thousands): 300 South Tryon The Link Closing Purchase Price $ 317,500 $ 218,000 Acquisition Date February 2026 July 2025 Square Feet 638,000 292,000 Market Charlotte Dallas Purchase Price Allocation Tangible assets Operating properties $ 306,470 $ 222,890 Intangible and other assets In-place leases (1) 26,467 19,260 Prepaid expenses 171 48 Above market rents 125 - 26,763 19,308 Intangible and other liabilities Below market leases (1) (14,505) (21,409) Accounts payable and other liabilities (1,467) (5,775) (15,972) (27,184) Total net assets acquired (2) $ 317,261 $ 215,014 (1) The intangible assets and liabilities will be amortized over a weighted average remaining lease term of 6 and 9.3 years from the acquisition dates for 300 South Tryon and for The Link, respectively. (2) For 300 South Tryon, total net assets acquired represents net purchase price, including acquisition costs of $ 1.1 million, as well as net operating liabilities acquired through closing prorations of $ 1.5 million. For The Link, total net assets acquired represents net purchase price, including acquisition costs of $ 280,000 as well as net operating liabilities of $ 3.3 million. On September 29, 2026, through its consolidated joint venture, 2401 McKinney, the Company acquired a 2.3 acre land parcel in Uptown Dallas for future development. This 2.3 acre parcel is comprised of 1.2 acres acquired fee simple for a gross purchase price of $50.0 million and 1.1 acres acquired through the assignment of a long term ground lease. The assets acquired and liabilities assumed were recorded at relative fair value, as determined by management based on information available at the acquisition date. The relative fair value of the land owned in fee simple and related predevelopment assets was $42.2 million and $7.8 million, respectively. The 1.1 acre operating ground lease has a remaining term of 96 years. The Company recorded a $17.7 million right of use asset and ground lease liability, included in land and other liabilities, respectively, on the consolidated balance sheet as of September 30, 2026. The lease liability was measured using management's assumptions regarding the lease term and discount rate, with a corresponding right-of-use asset recognized upon assignment. The total undiscounted cash flows of our scheduled obligations for future minimum payments under this ground lease is $220.3 million, including $4.2 million through September 30, 2031. The discount rate used in determining the liabilities associated with this ground lease was 6.4%. Dispositions On February 25, 2026, the Company sold Harborview Plaza in Tampa for a gross sales price of $39.5 million. The sale of the property did not result in a significant gain or loss. The Company recorded an impairment of $13.3 million on this property in 2025. On June 26, 2026, the Company sold Research Park V in Austin for a gross sales price of $42.0 million resulting in a gain of $9.2 million. On July 29, 2026, the Company sold One Eleven Congress in Austin for a gross sales price of $208.0 million. The sale of the property did not result in a significant gain or loss. The Company recorded an impairment on this property of $36.6 million during the three months ended March 31, 2026 as discussed below.
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Nashville, TN, Mixed Use Development 5th & Walsh - Preferred equity interest (3) - -
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Reflects the current amount outstanding as of the periods presented related to the Company's commitment to fund up to $31.5 million.
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In September 2026, the Company repaid $99.2 million remaining principal on the Colorado Tower mortgage loan in full.
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Subsequent to September 30, 2026, in October 2026, the Company repaid the $115.9 million remaining principal on the 201 North Tryon mortgage loan in full.
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Granted in 2026 2025 Volatility (1) 29.7% 31.3% Risk-free rate (2) 3.43% 4.26% Stock beta (3) 0.83% 0.88% (1) Based on historical volatility over three years using daily stock price. (2) Reflects the yield on three-year Treasury bonds. (3) Betas are calculated with up to three years of daily stock price data.
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interests in CPLP Weighted average common shares - basic 164,601 167,967 165,324 167,902 Add: Potential dilutive common shares - restricted stock units, 1,157 746 903 771
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to real estate assets Right of use asset - operating lease (17,721) - Ground lease liability 17,721 -
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On September 29, 2026, we acquired an interest in a 2.3 acre land parcel in Uptown Dallas, through a newly formed joint venture, 2401 McKinney. We are a 97.5% equity partner in the joint venture and contributed $50.0 million at formation for $42.2 million of 2.3 acres of land, including a fee and leasehold interest, and $7.8 million of predevelopment costs.
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During the quarter, we sold 917,000 shares under our ATM program, on a forward basis, at an average price of $31.37 per share. This brings our total unsettled common shares sold on a forward basis to 3.9 million at an average price of $30.66 per share.
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We repaid our $99.2 million mortgage note, secured by Colorado Tower in Austin, at par on the September 1, 2026 maturity date. Subsequent to quarter end, we repaid the $115.9 million remaining principal on our mortgage note secured by 201 North Tryon.
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Includes operations at land sites held for future development as well as a parking garage in Charlotte.
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Three Months Ended September 30, 2026 2025 Dollars Weighted Per Share Dollars Weighted Per Share
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assets: Consolidated properties 103,111 — 0.63 105,152 — 0.62 Share of unconsolidated joint ventures 3,183 — 0.02 3,034 — 0.02 Partners' share of real estate depreciation (32) — — (241) — — Loss on sale of depreciated properties: Consolidated properties 509 — 0.00 — — — Funds From Operations $ 123,774 165,788 $ 0.75 $ 116,536 168,738 $ 0.69
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Nine Months Ended September 30, 2026 2025 Dollars Weighted Per Share Dollars Weighted Per Share
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The 10-Q's risk factors against the 10-K
Item 1A of the 10-Q filed Oct 29, 2026 against Item 1A of the 10-K filed Feb 5, 2026.
A 10-Q repeats only the risks that changed, so a 10-K paragraph that is missing from it is not counted as removed.
Added is a paragraph with nothing like it in the 10-K, Reworded a sentence that is in both with several words changed,
Quiet changes a sentence in both where one to four words changed and one is a hedge or a modal
(cut words struck through, new words highlighted).
Text on the page, not a score; each links to the filing at sec.gov.
Phrases used for the first time
Two-word phrases in Risk Factors of the 10-K filed Feb 5, 2026 that are in none of the 1 earlier 10-Ks stored, back to Feb 6, 2025
Where each one is used
- artificial intelligence: We have developed and maintain an information security program that is designed to assess, identify, and manage the risks of cyberattacks, and the continued development and maintenance of this program is costly and requires ongoing monitoring and updating as technologies change (including as a result of the...
- hail storms: Uninsured losses and condemnation costs. 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...
- storms hail: Uninsured losses and condemnation costs. 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...
- intelligence tools: We are evaluating technological solutions through the adoption and usage of artificial intelligence tools to, among other things, automate certain tasks and assist with research, content generation, and decisioning. Any perceived or actual technical, legal, privacy, security, ethical, or other issues relating to...
- austin atlanta: 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...
- atlanta charlotte: 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...
- charlotte tampa: 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...
- tampa phoenix: 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...
Used at least twice, small words left out. Counted, not picked: a phrase can be new because the company renamed something.
What was taken out
7 paragraphs of last year's Risk Factors with nothing like them now. The longest are quoted.
Sources
Item 1A of each 10-K and 10-Q on EDGAR, quoted exactly. Each paragraph links to the filing at sec.gov.
Also
10-K change: what was reworded or cut, section by section.
Work with it
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