Cousins (NYSE: CUZ) CFO awarded 31,167 restricted shares; 9,821 withheld for taxes

Rhea-AI Filing Summary

Cousins Properties executive Gregg D. Adzema reported equity compensation and related tax withholding transactions. On February 13, 2026, he acquired 31,167 shares of common stock at $22.46 per share as a restricted stock award under the 2019 Omnibus Incentive Stock Plan, which vests in equal installments over three years. This increased his directly held common stock to 185,382 shares, including previously granted restricted stock.

On February 17, 2026, 9,821 shares of common stock at $22.46 per share were withheld from vesting restricted stock to satisfy his tax liability, a non‑open‑market, tax‑withholding disposition. After this withholding, he directly held 175,561 shares of common stock, including 53,825 restricted shares that continue to carry dividend and voting rights until any forfeiture on 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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

ADZEMA GREGG D

(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)
	EVP and CFO

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)		31,167	A	$22.46	185,382(2)	D
Common Stock	02/17/2026		F(3)		9,821	D	$22.46	175,561(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 75,874 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 53,825 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 ADZEMA GREGG D	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 EVP and CFO Gregg Adzema report?

Gregg D. Adzema reported a grant of 31,167 restricted common shares and a withholding of 9,821 shares to cover taxes. Both transactions involved Cousins Properties common stock at $22.46 per share and reflect routine equity compensation activity.

How many Cousins Properties (CUZ) shares does the EVP and CFO hold after these transactions?

After the reported transactions, Gregg D. Adzema directly holds 175,561 Cousins Properties common shares. This total includes 53,825 restricted shares granted under the 2019 Omnibus Incentive Stock Plan, which carry dividend and voting rights while unvested, subject to forfeiture upon termination.

What was the size and nature of the restricted stock grant to the CUZ CFO?

On February 13, 2026, the CFO received 31,167 restricted shares of Cousins Properties common stock at $22.46 per share. The award was granted under the 2019 Omnibus Incentive Stock Plan and will vest in three equal annual installments on each grant anniversary.

Why were 9,821 CUZ shares disposed of in the Form 4 filing?

The 9,821 Cousins Properties shares reported on February 17, 2026 were withheld from vesting restricted stock to pay the executive’s tax liability. This is classified as a tax‑withholding disposition, not an open‑market sale, and is permitted under the 2019 Omnibus Incentive Stock Plan.

What rights does the CUZ CFO have on unvested restricted stock awards?

For restricted shares granted under the 2019 Omnibus Incentive Stock Plan, the CFO may receive all cash dividends and vote the restricted shares while they are unvested. However, all unvested restricted shares are subject to forfeiture if his employment terminates.

How do these CUZ insider transactions relate to the 2019 Omnibus Incentive Stock Plan?

Both the 31,167‑share award and the 9,821‑share tax withholding are executed under the 2019 Omnibus Incentive Stock Plan. The plan governs restricted stock grants, their three‑year vesting schedule, dividend and voting rights, tax withholding mechanics, and forfeiture terms upon employment termination.