Cousins Properties (NYSE: CUZ) EVP gets 15,772 shares from RSU vesting

Rhea-AI Filing Summary

Cousins Properties Executive Vice President John S. McColl reported an acquisition of 15,772 shares of common stock on February 2, 2026. The shares were delivered upon settlement of Restricted Stock Units granted on February 16, 2023 under the CPI 2019 Omnibus Incentive Stock Plan, after a three-year performance period ending December 31, 2025.

Performance achievement for these RSUs was approved by Cousins Properties’ board on February 2, 2026. After this settlement, McColl beneficially owns 83,073 common shares, including 22,129 restricted shares that carry dividend and voting rights but will be forfeited if his employment terminates before vesting.

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^*

MCCOLL JOHN S

(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)
	Executive Vice President

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

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	02/02/2026		A(1)(2)		15,772	A	$24.84	83,073(3)	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. Settlement in shares related to Restricted Stock Units (RSUs) granted under the CPI 2019 Omnibus Incentive Stock Plan. These RSUs were granted February 16, 2023, and represent a right to receive, at settlement, one share of common stock. The RSUs "cliff" vested at the end of the three-year performance period ending on December 31, 2025, subject to achievement of certain previously disclosed performance conditions. Performance achievement was approved by CPI's Board of Directors on February 2, 2026.

2. In accordance with the terms of the Plan, and the elections of the grantee, the acquired shares reflect the shares delivered after the withholding necessary to satisfy applicable tax requirements (up to the maximum statutory withholding rate under applicable law).

3. Includes 22,129 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 /Pamela Roper, Attorney-in-Fact for MCCOLL JOHN S	02/04/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did CUZ executive John S. McColl report?

John S. McColl, Executive Vice President of Cousins Properties (CUZ), reported acquiring 15,772 shares of common stock on February 2, 2026. The shares came from settling previously granted performance-based Restricted Stock Units under the company’s 2019 Omnibus Incentive Stock Plan, not from an open-market purchase.

How many Cousins Properties (CUZ) shares does John S. McColl now hold?

After the reported transaction, John S. McColl beneficially owns 83,073 shares of Cousins Properties common stock. This total includes 22,129 shares of restricted stock awarded under the 2019 Omnibus Incentive Stock Plan, which provide dividend and voting rights but will forfeit if his employment ends before vesting.

What triggered the 15,772-share RSU settlement for CUZ’s Executive Vice President?

The 15,772-share settlement resulted from Restricted Stock Units granted on February 16, 2023, that “cliff” vested after a three-year performance period ending December 31, 2025. The company’s board approved performance achievement on February 2, 2026, leading to delivery of common shares to John S. McColl.

How were taxes handled on John S. McColl’s CUZ RSU share delivery?

According to the plan and McColl’s elections, the acquired 15,772 shares represent the net amount delivered after share withholding for applicable taxes. The withholding could be up to the maximum statutory rate permitted under law, meaning some RSU shares were withheld instead of cash paid for taxes.

What are the terms of the 22,129 restricted CUZ shares held by John S. McColl?

The 22,129 restricted shares were granted under the Cousins Properties 2019 Omnibus Incentive Stock Plan. While unvested, McColl may receive all cash dividends and vote these shares. However, all unvested restricted shares will be forfeited if his employment with the company terminates before they vest.

Were the newly acquired CUZ shares from a market purchase or from an equity award?

The 15,772 newly reported Cousins Properties shares came from settlement of performance-based Restricted Stock Units, not a direct market purchase. These RSUs were granted in February 2023 and vested after a three-year performance period, with delivery approved by the board on February 2, 2026.