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RSU vesting lifts Cousins (NYSE: CUZ) CEO stake to 476,665 shares

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Cousins Properties’ President & CEO Michael Colin Connolly acquired 84,420 shares of common stock on February 2, 2026. The shares were delivered upon settlement of performance-based Restricted Stock Units granted on February 16, 2023 under the company’s 2019 Omnibus Incentive Stock Plan.

The RSUs cliff vested after a three-year performance period ending December 31, 2025, following approval of performance achievement by the board. After tax withholding, Connolly now beneficially owns 476,665 shares of Cousins common stock, including 140,760 restricted shares that carry dividend and voting rights but forfeit if his employment terminates before vesting.

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Insider Connolly Michael Colin
Role President & CEO
Type Security Shares Price Value
Grant/Award Common Stock 84,420 $24.84 $2.10M
Holdings After Transaction: Common Stock — 476,665 shares (Direct)
Footnotes (1)
  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. 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). Includes 140,760 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.
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*
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)
02/02/2026
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) 84,420 A $24.84 476,665(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 140,760 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 Connolly Michael Colin 02/04/2026
** 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 transaction did Cousins Properties (CUZ) report for its CEO?

Cousins Properties reported that President & CEO Michael Colin Connolly acquired 84,420 shares of common stock on February 2, 2026. The shares were delivered upon settlement of performance-based RSUs granted in 2023 under the company’s 2019 Omnibus Incentive Stock Plan.

How many Cousins Properties (CUZ) shares does the CEO own after this Form 4?

After the reported transaction, CEO Michael Colin Connolly beneficially owns 476,665 shares of Cousins Properties common stock. This total includes 140,760 restricted shares that provide dividend and voting rights but will be forfeited if his employment terminates before those awards vest.

What are the terms of the RSUs that vested for the Cousins (CUZ) CEO?

The RSUs were granted on February 16, 2023 and represent a right to receive one share of common stock per unit. They cliff vested after a three-year performance period ending December 31, 2025, subject to performance conditions approved by the board on February 2, 2026.

How were taxes handled on the Cousins Properties (CUZ) CEO’s RSU settlement?

According to the plan and the CEO’s elections, the 84,420 acquired shares reflect amounts delivered after share withholding for applicable tax requirements. Withholding could be applied up to the maximum statutory rate permitted under applicable law, reducing the gross number of shares issued.

What rights does the Cousins (CUZ) CEO have on his restricted stock holdings?

For the 140,760 restricted shares awarded under the 2019 Omnibus Incentive Stock Plan, the CEO can receive all cash dividends and vote the shares while unvested. However, all unvested restricted shares will forfeit if his employment with Cousins terminates.
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