[8-K] HIGHWOODS PROPERTIES, INC. Reports Material Event

Rhea-AI Filing Summary

Highwoods Realty Limited Partnership, together with Highwoods Properties, Inc., entered into an underwriting agreement for a public offering of $350 million aggregate principal amount of 5.350% Notes due January 15, 2033. The offering is being made under the Operating Partnership’s automatic shelf registration on Form S-3, using a base prospectus dated February 7, 2023 and a prospectus supplement dated November 4, 2025.

The notes’ terms are governed by a 1996 indenture with U.S. Bank Trust Company, National Association as trustee, and an officers’ certificate to be dated November 14, 2025. The transaction is expected to close on November 14, 2025. Wells Fargo Securities, BofA Securities, J.P. Morgan, PNC Capital Markets, Truist Securities and U.S. Bancorp Investments are acting as representatives of the underwriters.

Insights

Debt capital markets analyst

Primary debt offering of $350M at 5.350% to 2033; neutral.

Highwoods Realty Limited Partnership launched a public note offering for $350,000,000 at a 5.350% coupon, maturing on January 15, 2033. It is issued off an automatic shelf with a dated base prospectus and a November 4, 2025 supplement, standard for seasoned issuers.

The notes are issued under a long-standing 1996 indenture with U.S. Bank Trust as trustee, with final terms set via an officers’ certificate on November 14, 2025. Underwriting is led by major banks, indicating typical market placement mechanics.

Closing is expected on November 14, 2025. Actual impact will depend on subsequent disclosures about use of proceeds and refinancing or growth plans; those details are not included in the provided excerpt.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 4, 2025

HIGHWOODS PROPERTIES, INC.

(Exact name of registrant as specified in its charter)

Maryland

001-13100

56-1871668

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(I.R.S. Employer Identification Number)

HIGHWOODS REALTY LIMITED PARTNERSHIP

(Exact name of registrant as specified in its charter)

North Carolina

000-21731

56-1869557

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(I.R.S. Employer Identification Number)

150 Fayetteville Street, Suite 1400

Raleigh, NC 27601

(Address of principal executive offices) (Zip Code)

919-872-4924

(Registrants’ telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants under any of the following provisions:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company   ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class			Trading Symbol(s)			Name of Each Exchange on Which Registered
Common Stock, $.01 par value, of Highwoods Properties, Inc.			HIW			New York Stock Exchange

Item 8.01.    Other Events.

On November 4, 2025, Highwoods Realty Limited Partnership (the “Operating Partnership”) and Highwoods Properties, Inc. (the “Company”) entered into an underwriting agreement with Wells Fargo Securities, LLC, BofA Securities, Inc., J.P. Morgan Securities LLC, PNC Capital Markets LLC, Truist Securities, Inc. and U.S. Bancorp Investments, Inc. as representatives of the several underwriters named therein, relating to a public offering of $350 million aggregate principal amount of the Operating Partnership’s 5.350% Notes due January 15, 2033. The terms of the notes are governed by an indenture, dated as of December 1, 1996, among the Operating Partnership, the Company, and U.S. Bank Trust Company, National Association (as successor in interest to Wachovia Bank, N.A. as merged with and into First Union National Bank of North Carolina), as trustee, and an officers’ certificate to be dated as of November 14, 2025 establishing the terms of the notes.

The notes are being issued pursuant to the Operating Partnership’s automatic shelf registration statement on Form S-3 (Registration No. 333-269624-01), including the related prospectus dated February 7, 2023, and a prospectus supplement dated November 4, 2025, as the same may be amended or supplemented.

The closing of the offering is expected to occur on November 14, 2025.

Item 9.01.    Financial Statements and Exhibits.

(d)    Exhibits

No.    Description

1    Underwriting Agreement, dated November 4, 2025, by and among Highwoods Properties, Inc., Highwoods Realty Limited Partnership, Wells Fargo Securities, LLC, BofA Securities, Inc., J.P. Morgan Securities LLC, PNC Capital Markets LLC, Truist Securities, Inc. and U.S. Bancorp Investments, Inc., as representatives of the several underwriters named therein

104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, each of the registrants has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

						HIGHWOODS PROPERTIES, INC.
						By:			/s/ Jeffrey D. Miller
									Jeffrey D. Miller
									Executive Vice President, General Counsel and Secretary

						HIGHWOODS REALTY LIMITED PARTNERSHIP
						By: Highwoods Properties, Inc., its general partner
						By:			/s/ Jeffrey D. Miller
									Jeffrey D. Miller
									Executive Vice President, General Counsel and Secretary

Dated: November 5, 2025