Highwoods (NYSE: HIW) CFO awarded restricted stock and tenders shares for taxes

Rhea-AI Filing Summary

HIGHWOODS PROPERTIES, INC. EVP and CFO Brendan C. Maiorana reported equity-based compensation activity. He acquired 43,944 shares of time- and total return-based restricted stock that vest over four years and a separate 23,025-share time-based restricted stock grant that vests over three years and was granted instead of a 2025 cash incentive payment. In connection with vesting of an earlier award, 8,919 shares were tendered back to the company to cover tax liabilities, a tax-withholding disposition rather than an open-market sale. After these transactions, he directly owns 184,056 common shares.

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^*

Maiorana Brendan C

(Last) (First) (Middle)

150 FAYETTEVILLE STREET, SUITE 1400

(Street)

RALEIGH NC 27601

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
HIGHWOODS PROPERTIES, INC. [ HIW ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, CFO

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2026

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	03/01/2026	03/01/2026	A(1)		43,944	A	$0.00	169,950	D
Common Stock	03/01/2026	03/31/2026	A(2)		23,025	A	$0.00	192,975	D
Common Stock	03/01/2026	03/01/2026	F(3)		8,919	D	$0.00	184,056	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. Consists of time-based restricted stock granted by the Company that vests ratably over four years on March 1st of each year after the grant date and total return-based restricted stock granted by the Company that vests at the end of the applicable measurement period to the extent actual performance exceeds certain levels of performance.

2. Consists of time-based restricted stock granted by the Company that vests ratably over three years on March 1st of each year after the grant date, which was granted in lieu of the reporting person receiving cash payments under the Company's annual non-equity incentive program for 2025 that would have otherwise been made on or about March 1, 2026.

3. In accordance with the terms of the initial restricted stock award and in connection with the vesting of the award, the reporting person tendered a portion of the restricted stock award to the issuer in satisfaction of tax liabilities.

Remarks:

	/s/ Jeffrey D. Miller Attorney in fact for Brendan C. Maiorana	03/03/2026
	** 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 transactions did HIW EVP and CFO Brendan Maiorana report?

Brendan Maiorana reported two restricted stock grants and one tax-withholding transaction. He received 43,944 restricted shares tied to time and performance, 23,025 time-based restricted shares, and tendered 8,919 shares back to cover tax liabilities.

Were the HIW insider transactions open-market buys or sells?

The reported HIW insider transactions were not open-market buys or sells. They consist of stock grants as compensation and a tax-withholding disposition, where 8,919 shares were surrendered to satisfy tax obligations on a vesting award.

How many HIW shares does Brendan Maiorana own after these transactions?

After these transactions, Brendan Maiorana directly owns 184,056 HIW common shares. This figure reflects the net result of new restricted stock grants and the shares tendered back to the company for tax withholding on a vesting award.

What are the vesting terms of the 43,944-share HIW restricted stock grant?

The 43,944-share grant consists of time-based and total return-based restricted stock. The time-based portion vests ratably over four years on March 1 each year, while the performance-based portion vests at the end of a measurement period if specified performance levels are exceeded.

Why did HIW grant 23,025 restricted shares instead of a 2025 cash incentive?

The 23,025 time-based restricted shares were granted in lieu of a 2025 cash payment under the company’s annual non-equity incentive program. This award vests ratably over three years on March 1 each year following the grant date.

What does the 8,919-share HIW tax-withholding transaction represent?

The 8,919-share transaction represents a tax-withholding disposition tied to a vesting restricted stock award. Maiorana tendered this portion of the award back to Highwoods Properties to satisfy tax liabilities owed upon vesting, rather than selling shares in the market.