Form 4: Connolly Michael Colin reports multiple insider transactions in CUZ

Rhea-AI Filing Summary

Connolly Michael Colin reported multiple insider transaction types in a Form 4 filing for CUZ. The filing lists transactions totaling 133,448 shares at a weighted average price of $22.46 per share. Following the reported transactions, holdings were 548,025 shares.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Connolly Michael Colin

(Last) (First) (Middle)

3344 PEACHTREE ROAD

SUITE 1800

(Street)

ATLANTA GA 30326

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
COUSINS PROPERTIES INC [ CUZ ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/13/2026		A(1)		102,404	A	$22.46	579,069(2)	D
Common Stock	02/17/2026		F(3)		31,044	D	$22.46	548,025(4)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Award of restricted stock shares under the Cousins Properties Incorporated (CPI) 2019 Omnibus Incentive Stock Plan. These shares will vest equally over three years on each anniversary date of the grant. CPI will hold these shares until such shares become vested. While the shares are being held prior to vesting, the reporting person will have the right to receive all cash dividends and to vote the restricted shares. All unvested shares will forfeit upon termination of employment.

2. Includes 243,164 of restricted stock awarded under the Cousins Properties Incorporated (CPI) 2019 Omnibus Incentive Stock Plan. While the shares are being held prior to vesting, the reporting person will have the right to receive all cash dividends and to vote the restricted shares. All unvested shares will forfeit upon termination of employment.

3. Shares withheld from the vesting of restricted stock to pay the reporting person's tax liability as permitted under the 2019 Omnibus Incentive Stock Plan.

4. Includes 173,466 of restricted stock awarded under the Cousins Properties Incorporated (CPI) 2019 Omnibus Incentive Stock Plan. While the shares are being held prior to vesting, the reporting person will have the right to receive all cash dividends and to vote the restricted shares. All unvested shares will forfeit upon termination of employment.

Remarks:

	/s /Jeffrey D. Symes, Attorney-in-Fact for Connolly Michael Colin	02/17/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transactions did CUZ President & CEO Michael Colin Connolly report?

Michael Colin Connolly reported an award of 102,404 restricted common shares and a tax-withholding disposition of 31,044 shares. Both transactions relate to Cousins Properties’ 2019 Omnibus Incentive Stock Plan rather than open-market buying or selling activity.

How many Cousins Properties (CUZ) shares does the CEO hold after these transactions?

After the reported transactions, the CEO directly owns 548,025 Cousins Properties common shares. This total includes previously awarded restricted stock that carries dividend and voting rights while unvested, subject to forfeiture upon termination of employment under the plan terms.

What were the terms of the 102,404-share award to the CUZ CEO?

The CEO received 102,404 restricted common shares at $22.46 per share under the 2019 Omnibus Incentive Stock Plan. These shares vest in three equal annual installments, with Cousins Properties holding them until vesting while granting dividend and voting rights during the restriction period.

Was the 31,044-share CUZ disposition an open-market sale by the CEO?

No. The 31,044-share disposition was a tax-withholding transaction related to restricted stock vesting. Shares were withheld to cover the CEO’s tax liability under the 2019 Omnibus Incentive Stock Plan rather than sold in an open-market transaction.

How do the CUZ CEO’s restricted stock awards work under the 2019 plan?

Restricted stock awarded under the 2019 Omnibus Incentive Stock Plan vests over time and is held by Cousins Properties until vesting. During this period, the CEO receives all cash dividends and voting rights, but unvested shares are forfeited if employment terminates.

What portion of the CUZ CEO’s holdings are restricted stock after these transactions?

Following the reported activity, his holdings include 173,466 restricted shares awarded under the 2019 Omnibus Incentive Stock Plan. These restricted shares provide dividends and voting rights while unvested but are subject to forfeiture upon termination of employment.