Cousins Properties (CUZ) EVP Roper logs restricted stock grant and tax share withholding

Rhea-AI Filing Summary

Cousins Properties executive Pamela F. Roper reported equity compensation and related tax withholding transactions in company stock. On 02/13/2026 she acquired 12,645 shares of common stock at $22.46 per share as a restricted stock award under the 2019 Omnibus Incentive Stock Plan, scheduled to vest in three equal annual installments. On 02/17/2026, 4,143 shares of common stock at $22.46 per share were disposed of to cover her tax liability upon vesting of restricted stock. After these transactions, she directly beneficially owned 82,284 common shares, including restricted stock that carries dividend and voting rights but is forfeitable 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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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^*

Roper Pamela F

(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, General Counsel

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)		12,645	A	$22.46	86,427(2)	D
Common Stock	02/17/2026		F(3)		4,143	D	$22.46	82,284(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 31,301 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 22,000 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 Roper Pamela F	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).
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FAQ

What insider transactions did CUZ executive Pamela F. Roper report on this Form 4?

Pamela F. Roper reported receiving 12,645 restricted shares of Cousins Properties common stock at $22.46 per share, then disposing of 4,143 shares at the same price to satisfy tax withholding tied to vesting. Both transactions reflect equity compensation activity rather than open-market trading.

How many Cousins Properties (CUZ) shares does Pamela F. Roper own after these transactions?

After the reported transactions, Pamela F. Roper directly beneficially owns 82,284 shares of Cousins Properties common stock. This total includes restricted stock awards that provide dividend and voting rights but remain subject to vesting conditions and potential forfeiture upon termination of employment.

What are the terms of the 12,645 restricted shares granted to CUZ executive Pamela F. Roper?

The 12,645 restricted shares granted to Pamela F. Roper under the 2019 Omnibus Incentive Stock Plan vest in three equal installments on each anniversary of the 02/13/2026 grant date. Until vesting, the company holds the shares while she receives dividends and voting rights.

Why were 4,143 Cousins Properties (CUZ) shares disposed of in Pamela F. Roper’s Form 4?

The 4,143 shares of Cousins Properties common stock were withheld from vesting restricted stock to pay Pamela F. Roper’s tax liability, as allowed under the 2019 Omnibus Incentive Stock Plan. This tax-withholding disposition is an administrative transaction, not an open-market sale.

What rights does Pamela F. Roper have in her unvested CUZ restricted stock awards?

For her unvested restricted stock, Pamela F. Roper has the right to receive all cash dividends and to vote the shares while they are held by the company. However, any unvested restricted shares are forfeited if her employment with Cousins Properties terminates.

How much restricted stock is included in Pamela F. Roper’s CUZ holdings?

Her holdings include restricted stock awarded under the 2019 Omnibus Incentive Stock Plan, including 31,301 and 22,000 restricted shares referenced in the footnotes. These awards are subject to vesting schedules, dividend and voting rights, and forfeiture if her employment ends before vesting.