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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
