Cousins Properties (CUZ) CFO gains 32,505 shares after RSU performance vest

Rhea-AI Filing Summary

Cousins Properties executive Gregg D. Adzema, EVP and CFO, acquired 32,505 shares of common stock on February 2, 2026 at $24.84 per share. The shares were delivered upon settlement of Restricted Stock Units granted under the CPI 2019 Omnibus Incentive Stock Plan after a three-year performance period ending December 31, 2025, following board approval of performance achievement.

The acquired amount reflects shares remaining after share withholding to cover applicable taxes. Following this transaction, Adzema beneficially owned 154,215 common shares, including 44,707 shares of restricted stock that carry dividend and voting rights but will be forfeited if 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^*

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)
02/02/2026

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)		32,505	A	$24.84	154,215(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 44,707 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 ADZEMA GREGG D	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 EVP and CFO Gregg D. Adzema report?

Gregg D. Adzema reported acquiring 32,505 shares of Cousins Properties common stock. The shares came from the settlement of previously granted Restricted Stock Units after a completed three-year performance period, rather than an open-market purchase, and were priced at $24.84 per share.

How were the 32,505 CUZ shares for Gregg D. Adzema generated?

The 32,505 shares resulted from settlement of Restricted Stock Units under the CPI 2019 Omnibus Incentive Stock Plan. These RSUs were granted February 16, 2023, cliff vested after a three-year performance period ending December 31, 2025, and converted into one share of common stock per unit.

Did tax withholding affect the number of CUZ shares Adzema received?

Yes. The filing states that the acquired shares reflect delivery after share withholding to satisfy applicable tax requirements. Withholding could occur up to the maximum statutory rate, so the original RSU award size was larger than the 32,505 net shares reported as acquired.

How many CUZ shares does Gregg D. Adzema own after this Form 4 transaction?

After the reported transaction, Gregg D. Adzema beneficially owned 154,215 shares of Cousins Properties common stock. This total includes both unrestricted and restricted shares, giving him ongoing economic exposure and voting rights as described in the company’s incentive stock plan.

What are the terms of Adzema’s restricted CUZ stock under the 2019 plan?

The filing notes that Adzema’s holdings include 44,707 shares of restricted stock granted under the 2019 Omnibus Incentive Stock Plan. While unvested, he may receive cash dividends and vote these shares, but all unvested restricted shares will be forfeited if his employment terminates.

What approvals were required for CUZ to settle Gregg D. Adzema’s RSUs?

Performance for the RSUs’ three-year period, ending December 31, 2025, had to meet previously disclosed performance conditions. Cousins Properties’ Board of Directors approved the level of performance achievement on February 2, 2026, which allowed the RSUs to settle into common shares that day.