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

Rhea-AI Filing Summary

Highwoods Properties, Inc., through Highwoods Realty Limited Partnership, completed a public offering of $350,000,000 aggregate principal amount of 5.350% Notes due January 15, 2033. The notes were issued under an existing indenture and an officers’ certificate dated November 14, 2025.

The notes bear interest at 5.350% per year, accruing from November 14, 2025, with payments in U.S. dollars made semi-annually on January 15 and July 15, commencing July 15, 2026. The offering was conducted off the Operating Partnership’s automatic shelf registration on Form S-3 with a prospectus dated February 7, 2023 and a prospectus supplement dated November 4, 2025.

Insights

Credit and Capital Markets Analyst

$350M 5.350% notes add fixed-rate debt maturing in 2033.

Highwoods Realty LP has issued $350,000,000 of senior notes at a 5.350% coupon, maturing on January 15, 2033. Interest accrues from November 14, 2025 and is payable semi-annually beginning July 15, 2026. The issuance was executed under an existing S-3 shelf with an accompanying prospectus supplement.

This adds long-dated, fixed-rate capital, which can stabilize interest expense versus floating-rate alternatives. Specific covenants, redemption terms, and use of proceeds are not detailed in the excerpt, so leverage and liquidity impacts cannot be quantified here.

Key mechanics are set (coupon, maturity, payment schedule). Subsequent filings may outline additional terms such as redemption provisions or allocation of proceeds, which would clarify balance sheet effects.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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 14, 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 1.01.    Entry into a Material Definitive Agreement.

On November 14, 2025, Highwoods Realty Limited Partnership (the “Operating Partnership”), the limited partnership through which Highwoods Properties, Inc. (the “Company”) conducts its operations, completed a public offering of $350,000,000 aggregate principal amount of the Operating Partnership’s 5.350% Notes due January 15, 2033 (the “Notes”). 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 to U.S. Bank 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, dated as of November 14, 2025, establishing the terms of the Notes.

The Notes will bear interest at the rate of 5.350% per year and will mature on January 15, 2033. Interest on the Notes will accrue from November 14, 2025 and will be payable in U.S. dollars semi-annually in arrears on January 15 and July 15 of each year, commencing July 15, 2026.

The Notes were 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.

Item 2.03.    Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

See Item 1.01.

Item 9.01.    Financial Statements and Exhibits.

(d)    Exhibits

No.    Description

4.1    Form of 5.350% Notes due January 15, 2033

4.2    Officers’ Certificate Establishing the Terms of the Notes, dated November 14, 2025

5.1    Opinion of Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, L.L.P. re legality

5.2    Opinion of Paul Hastings LLP re legality

8     Opinion of Paul Hastings LLP re tax matters

23.1    Consent of Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, L.L.P. (included in Exhibit 5.1)

23.2    Consent of Paul Hastings LLP (included in Exhibit 5.2)

23.3    Consent of Paul Hastings LLP (included in Exhibit 8)

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 14, 2025

FAQ

What did HIW announce in its 8-K?

Highwoods Realty LP completed a public offering of $350,000,000 of 5.350% Notes due January 15, 2033.

What is the interest rate and payment schedule for HIW’s new notes?

The notes bear 5.350% interest, payable semi-annually on January 15 and July 15, starting July 15, 2026.

When do the new HIW notes mature?

The notes mature on January 15, 2033.

From what date does interest begin accruing on HIW’s notes?

Interest accrues from November 14, 2025.

Under what registration was the HIW offering made?

The offering was made under an automatic shelf registration on Form S-3, with a prospectus dated February 7, 2023 and a prospectus supplement dated November 4, 2025.

Which entity is the issuer of the notes?

Highwoods Realty Limited Partnership issued the notes; it is the operating partnership of Highwoods Properties, Inc.