Highwoods Pptys Inc SEC Filings

HIGHWOODS PROPERTIES, INC. executive Jeffrey Douglas Miller, EVP, General Counsel & Secretary, reported equity compensation activity in company common stock. He received a grant of 30,280 shares of restricted stock, consisting of time-based units that vest annually each March 1 over four years and total return-based units that vest after a performance measurement period if performance hurdles are met. In connection with the vesting of an earlier restricted stock award, 6,589 shares were surrendered back to the company to satisfy tax liabilities, leaving him with 198,670 shares held directly after these transactions.

HIGHWOODS PROPERTIES, INC. executive Brian M. Leary, EVP & COO, reported a mixed equity compensation transaction involving the company’s common stock. He received an award of 43,400 shares of restricted stock that includes both time-based vesting over four years and total return-based vesting tied to performance levels.

In a related move, 8,815 shares were disposed of through a tax-withholding transaction, where a portion of the vested restricted stock was tendered back to the issuer to satisfy tax liabilities. After these transactions, Leary directly owned 179,688 shares of common stock.

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.

HIGHWOODS PROPERTIES, INC. reported that President and CEO Theodore J. Klinck received two stock awards of company common stock. On March 1, 2026, he acquired 137,024 shares of time- and total return-based restricted stock and 55,413 shares of time-based restricted stock, both granted by the company at no cash cost.

The time-based awards vest in equal installments over three or four years each March 1, while the total return-based award vests at the end of a performance measurement period if performance thresholds are met. In connection with vesting of an earlier restricted stock award, 34,389 shares were withheld and tendered back to the company to cover tax liabilities, leaving Klinck with 699,310 shares of common stock held directly after these transactions.

Cohen & Steers and its affiliates reported a sizable institutional stake in Highwoods Properties, Inc. common stock. As of December 31, 2025, Cohen & Steers, Inc. and related entities beneficially owned 12,354,822 HIW shares, representing 11.24% of the outstanding common stock.

The group reports sole voting power over 9,506,409 shares and sole dispositive power over 12,354,822 shares, with no shared voting or dispositive power. Subsidiaries, including Cohen & Steers Capital Management, UK, Asia, and Ireland entities, hold shares for the benefit of their account holders, who are entitled to dividends and sale proceeds.

The reporting persons classify themselves as a parent holding company and investment advisers and certify the position is held in the ordinary course of business, not for the purpose of changing or influencing control of Highwoods Properties.

Highwoods Properties, Inc. and its operating partnership entered into equity distribution agreements to offer and sell up to $300 million of common stock through multiple financial institutions. Sales may occur in negotiated block trades or as "at the market" offerings on the New York Stock Exchange or through market makers.

The program also allows the company to use forward sale agreements, under which counterparties will initially sell borrowed shares and the company expects to later physically settle for cash based on a forward sale price. Separately, under an agreement with Jefferies, the company may sell warrants with strike prices above the hedge establishment price, receiving warrant premiums and, upon exercise, additional cash proceeds tied to the warrant strike.

Agents, forward sellers and warrant hedge sellers will receive compensation of up to 1.5% of the applicable gross sales price or strike-based amounts. The shares will be issued under the company’s automatic shelf registration statement on Form S-3 and related prospectus supplement.

Highwoods Properties, Inc. is offering up to $300,000,000 of its common stock through an at-the-market program using multiple sales agents, forward sale agreements and warrant sale agreements. Common stock is listed on the NYSE under “HIW,” with a last reported price of $25.99 per share on February 10, 2026.

The company may sell shares directly, via borrowed-share forward sales, and by issuing warrants whose strike prices are expected to be above, but not substantially above, hedge prices. It plans to use net proceeds, including forward and warrant-related cash, for acquisitions and development, debt repayment (including its $750 million revolver), preferred equity actions, working capital and general corporate purposes.

Forward and warrant structures introduce potential dilution to earnings per share, return on equity and dividends per share, and can create cash obligations if settled in cash or terminated early. The filing highlights risks around hedge unwinds, stock price movements, REIT tax treatment of cash settlements and early termination or acceleration events tied to borrowing costs, extraordinary corporate events and bankruptcy or insolvency.

Highwoods Properties, Inc. and Highwoods Realty Limited Partnership have filed an automatic shelf registration statement on Form S-3, allowing them and any selling stockholders to offer, from time to time, common stock, preferred stock, depositary shares, guarantees and Operating Partnership debt securities.

The company may use net proceeds from its own offerings for general corporate purposes, including acquisitions and development, debt repayment, working capital and other needs, while it will not receive proceeds from sales by selling stockholders. Highwoods operates as an office-focused REIT and its common stock trades on the NYSE under the symbol HIW, with REIT-related ownership limits designed to protect its tax status.

Highwoods Properties, Inc. is a fully integrated office REIT based in Raleigh that owns, develops, acquires, leases and manages workplaces in the best business districts of Atlanta, Charlotte, Dallas, Nashville, Orlando, Raleigh, Richmond and Tampa. Its common stock trades on the NYSE under the symbol HIW.

As of December 31, 2025, the portfolio totaled 26.83 million rentable square feet with 85.3% occupancy; Raleigh and Nashville were the largest contributors to annualized GAAP rental revenue. The company emphasizes a conservative, flexible balance sheet, geographic diversification and owning high-quality, commute-worthy office environments.

The filing highlights risks from work-from-home trends, leasing competition, potential impairments, environmental and regulatory costs, cybersecurity threats and financing risks. It also details human capital initiatives, including a 315‑employee workforce, low multi‑year turnover, succession and trade apprenticeship programs, diversity and inclusion efforts and performance‑linked total rewards, all intended to support long-term REIT performance.