Cousins Properties (CUZ) EVP granted stock, shares withheld for taxes

Rhea-AI Filing Summary

Cousins Properties EVP and Chief Investment Officer Hicks Jane Kennedy reported equity compensation and related tax withholding transactions in company stock. On 02/13/2026, Kennedy acquired 21,371 shares of common stock as a restricted stock award under the 2019 Omnibus Incentive Stock Plan at $22.46 per share, bringing direct holdings to 113,807 shares.

On 02/17/2026, 6,235 shares were disposed of at $22.46 per share to cover tax liabilities upon vesting, a non‑open‑market, tax‑withholding disposition, leaving 107,572 directly held shares. The restricted shares vest in equal installments over three years, carry dividend and voting rights while unvested, and are forfeited upon termination of employment.

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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X

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^*

Hicks Jane Kennedy

(Last) (First) (Middle)

3344 PEACHTREE ROAD, NE

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)
	EVP, Chief Investment Officer

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)		21,371	A	$22.46	113,807(2)	D
Common Stock	02/17/2026		F(3)		6,235	D	$22.46	107,572(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 49,987 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 35,989 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 Hicks Jane Kennedy	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.
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FAQ

What insider transactions did CUZ executive Hicks Jane Kennedy report on this Form 4?

Kennedy reported two transactions in Cousins Properties common stock. She received 21,371 restricted shares on 02/13/2026 and had 6,235 shares withheld on 02/17/2026 to satisfy tax liabilities related to vesting, all under the 2019 Omnibus Incentive Stock Plan.

Was the CUZ insider transaction by Hicks Jane Kennedy a market sale of shares?

The disposition was not an open‑market sale. On 02/17/2026, 6,235 shares were withheld to pay Kennedy’s tax liability upon restricted stock vesting, as permitted under the 2019 Omnibus Incentive Stock Plan, rather than sold voluntarily in the market.

How many CUZ shares does Hicks Jane Kennedy hold after the reported transactions?

After the 02/17/2026 tax‑withholding disposition, Kennedy directly holds 107,572 Cousins Properties common shares. This total includes restricted stock granted under the 2019 Omnibus Incentive Stock Plan that carries dividend and voting rights but is subject to forfeiture if employment terminates.

What equity award did CUZ grant to Hicks Jane Kennedy on 02/13/2026?

Kennedy received an award of 21,371 shares of restricted stock at $22.46 per share on 02/13/2026. The award was made under Cousins Properties’ 2019 Omnibus Incentive Stock Plan and vests in three equal installments on each anniversary of the grant date.

How do the CUZ restricted stock awards to Hicks Jane Kennedy vest and what rights attach?

The restricted stock vests in three equal annual installments starting on the grant anniversary. While unvested, Kennedy has the right to receive all cash dividends and vote the restricted shares, but unvested shares are forfeited if her employment with Cousins Properties terminates.

What is Hicks Jane Kennedy’s role at Cousins Properties related to this Form 4 filing?

Kennedy is an officer of Cousins Properties, serving as Executive Vice President and Chief Investment Officer. Her role is disclosed in the Form 4, which reports her equity compensation transactions and resulting direct ownership in the company’s common stock.