[8-K] Piedmont Realty Trust, Inc. Reports Material Event

Rhea-AI Filing Summary

Form 4 snapshot – Celsius Holdings (CELH)

Director and 10 % owner Deborah DeSantis, acting as trustee of the Carl DeSantis Revocable Trust, disclosed two open-market sales of common stock:

• 28-Jul-2025: 100,000 shares sold at $47
• 29-Jul-2025: 100,000 shares sold at $48

The combined 200,000-share disposition generated roughly $9.5 million. Post-sale, the trust—through its 99 % interest in CDF—still beneficially owns 17,817,770 shares, preserving a stake well above the 10 % reporting threshold. No derivative securities were reported and no purchases were recorded.

The filing was submitted by a single reporting person and contains no amendments or additional material events.

Positive

• Insider still holds 17.8 million shares, maintaining significant alignment with common shareholders

Negative

• Director/10 % owner disposed of 200,000 shares worth ~$9.5 million, which can be viewed as a bearish insider signal

Insights

Financial Analyst

TL;DR: 10 % owner sold 200k CELH shares (~1 % of holdings); signal slightly negative but stake remains substantial.

Two sequential sales at $47–48 reduced indirect holdings from 17.9 million to 17.8 million shares. While the dollar value (~$9.5 mn) is meaningful, the divestiture represents only about 1 % of the insider’s position, leaving her economic exposure and voting power largely intact. The absence of derivative activity or follow-on sales moderates the bearish interpretation, yet any sale by a control shareholder can pressure sentiment, particularly after a strong run-up in CELH’s share price. Overall impact is modestly negative.

false 0001042776 0001042776 2025-07-30 2025-07-30

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): July 30, 2025

Piedmont Realty Trust, Inc.

(Exact name of registrant as specified in its charter)

Maryland		001-34626		58-2328421
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

5565 Glenridge Connector, St. 450

Atlanta, GA 30342

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (770) 418-8800

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ 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))

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

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, $0.01 par value		PDM		New York Stock Exchange

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. ☐

Item 8.01. Other Events.

On July 30, 2025, Piedmont Realty Trust, Inc. (the “Company”) filed a shelf registration statement on Form S-3 with the Securities and Exchange Commission, replacing the Company’s prior shelf registration statement. Through the shelf registration, the Company and its subsidiaries may issue debt and equity securities, although no specific transaction is currently contemplated. However, in order to maintain the ability to issue equity through an at-the-market program as the Company believes to be appropriate, on July 30, 2025 the Company and its operating partnership, Piedmont Operating Partnership, LP, entered into an amendment (the “Amendment”) to the Equity Distribution Agreement, dated July 29, 2022 (as amended, the “Equity Distribution Agreement”) with J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, BofA Securities, Inc., TD Securities (USA) LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC, as managers (collectively, the “Managers”), JPMorgan Chase Bank, National Association, Morgan Stanley & Co. LLC, Bank of America, N.A., The Toronto-Dominion Bank, Truist Bank and Wells Fargo Bank, National Association, as forward purchasers (collectively, the “Forward Purchasers”), and J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, BofA Securities, Inc., TD Securities (USA) LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC, as forward sellers (collectively, the “Forward Sellers”), pursuant to which the Company may offer and sell, from time to time, through the Managers, as the Company’s agents, or to the Managers for resale, shares of the Company’s common stock, par value $0.01 per share, having an aggregate gross sales price of up to $250 million, which represents the unsold amount available under the Company’s at-the-market program prior to such Amendment. The Company also entered into an amendment to each of the Master Forward Confirmations on July 30, 2025 with each of the Forward Purchasers to reflect the entry into the Amendment.

The Amendment provides that shares of common stock to be sold pursuant to the Equity Distribution Agreement will be issued pursuant to a prospectus dated July 30, 2025, and a prospectus supplement filed with the Securities and Exchange Commission on July 30, 2025, in connection with one or more offerings of shares from the Company’s new effective shelf registration statement on Form S-3 (Registration No. 333-289089). Sales of shares of the Company’s common stock through the Managers, if any, will be made in amounts and at times to be determined by the Company from time to time, but the Company has no obligation to sell any of the shares in the offering and may suspend sales in connection with the offering at any time. Actual sales will depend on a variety of factors to be determined by the Company from time to time, including (among others) market conditions, the trading price of the Company’s common shares and determinations by the Company of the appropriate sources of funding for the Company. Any sales of shares of the Company’s common stock through the Managers will be made by means of ordinary brokers’ transactions on the New York Stock Exchange or otherwise at market prices prevailing at the time of sale, in block transactions, or as otherwise agreed upon by us and the Managers. This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

The Equity Distribution Agreement, the Amendment and the form of amendment to the Master Forward Confirmations are filed as Exhibits 1.1, 1.2 and 99.1, respectively, to this Current Report on Form 8-K, and are incorporated herein by reference. The foregoing description of the Equity Distribution Agreement, the Amendment and the form of amendment to the Master Forward Confirmations and the transactions contemplated thereby is qualified in its entirety by reference to Exhibits 1.1, 1.2 and 99.1.

Exhibits 5.1 and 23.1 to this Current Report on Form 8-K are filed herewith in connection with the Company’s effective shelf registration statement on Form S-3 (Registration No. 333-289089) and are incorporated herein by reference.

2

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description of Exhibit
1.1		Equity Distribution Agreement, dated July 29, 2022, between Piedmont Realty Trust, Inc., Piedmont Operating Partnership, LP, and J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, BofA Securities, Inc., Scotia Capital (USA) Inc., TD Securities (USA) LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC, as managers, JPMorgan Chase Bank, National Association, Morgan Stanley & Co. LLC, Bank of America, N.A., The Bank of Nova Scotia, The Toronto-Dominion Bank, Truist Bank and Wells Fargo Bank, National Association, as forward purchasers, and J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, BofA Securities, Inc., Scotia Capital (USA), Inc., TD Securities (USA) LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC, as forward sellers (incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K, filed on July 29, 2022)
1.2		Amendment to Equity Distribution Agreement, dated July 30, 2025
5.1		Opinion of Venable LLP
23.1		Consent of Venable LLP (included in Exhibit 5.1)
99.1		Form of Amendment to the Master Forward Confirmations
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

3

SIGNATURES

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

				PIEDMONT REALTY TRUST, INC.
Date: July 30, 2025				By:		/s/ Laura P. Moon
				Name:		Laura P. Moon
				Title:		Executive Vice President, Chief Accounting Officer and Treasurer

4

FAQ

How many CELH shares did Deborah DeSantis sell?

She sold 200,000 shares over two days.

At what prices were the insider sales executed?

Sales occurred at $47 on 28-Jul-2025 and $48 on 29-Jul-2025.

How many Celsius Holdings shares does the insider still own?

Post-transaction, she indirectly owns 17,817,770 CELH shares.

Why is the ownership classified as indirect?

Shares are held by CDF, in which the Carl DeSantis Revocable Trust has a 99 % interest; DeSantis shares voting and dispositive power.

Were any derivative securities involved in this Form 4?

No derivative acquisitions or dispositions were reported.