Piedmont Realty Trust, Inc. (PDM)

ITEM 2.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with the accompanying consolidated financial statements and notes thereto of Piedmont Realty Trust, Inc. (“Piedmont,” "we," "our," or "us"). See also “Cautionary Note Regarding Forward-Looking Statements” preceding Part I, as well as the consolidated financial statements and accompanying notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, 2025.

Liquidity and Capital Resources

We intend to use cash on hand, cash flows generated from the operation of our properties, net proceeds from the disposition of select properties, and borrowings under our $600 Million Unsecured 2022 Line of Credit as our primary sources of immediate liquidity. As of June 30, 2026, we had $16.8 million of cash on hand, the full borrowing capacity available under our $600 Million Unsecured 2022 Line of Credit and no required debt maturities until 2028. Consequently, we believe we have sufficient liquidity to meet our obligations for the foreseeable future; however, as part of our overall debt management strategy, we may seek other new secured or unsecured borrowings from third-party lenders or issue other debt or equity securities as additional sources of capital. The nature and timing of these additional sources of capital will be highly dependent upon market conditions.

Our most consistent use of capital has historically been, and we believe will continue to be, to fund capital expenditures for our existing portfolio of projects. During the six months ended June 30, 2026 and 2025, we incurred the following types of capital expenditures (in thousands):

(1)Of the total amounts paid, approximately $4.6 million and $10.2 million relates to soft costs such as capitalized interest, payroll, and other property operating costs for the six months ended June 30, 2026 and 2025, respectively.

"Capital expenditures for redevelopment/renovations" during the six months ended June 30, 2026 and 2025 related to building upgrades, primarily to the lobbies and the addition of tenant amenities at certain of our buildings and assets under redevelopment.

"Other capital expenditures, including building and tenant improvements" noted above includes all other capital expenditures during the period and are typically comprised of tenant and building improvements necessary to lease, maintain, or provide enhancements, including energy efficient equipment, to our existing portfolio of office projects.

Given that our operating model frequently results in leases for multiple blocks of space to credit-worthy tenants, our leasing success can result in capital outlays which vary from one reporting period to another based upon the specific leases executed. For leases executed during the six months ended June 30, 2026, we committed to spend approximately $5.54 per square foot per year of lease term for tenant improvement allowances and lease commissions (net of expired lease commitments) as compared to $6.72 (net of expired lease commitments) for the six months ended June 30, 2025. As of June 30, 2026, we had no individually significant unrecorded tenant allowance commitment greater than $10 million.

In addition to the amounts that we have already committed to as a part of executed leases, we also anticipate continuing to incur similar market-based tenant improvement allowances and leasing commissions in conjunction with procuring future leases for our existing portfolio of properties. Both the timing and magnitude of expenditures related to future leasing activity can vary due to a number of factors and are highly dependent on the size of the leased square footage, length of the lease term, and the competitive market conditions of the particular office market at the time a lease is being negotiated, in addition to the impact of inflation and rising costs of construction.

Although reducing outstanding debt remains our priority, subject to the identification and availability of select investment opportunities and our ability to consummate such acquisitions on satisfactory terms, acquiring new assets consistent with our

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investment strategy could also be a significant use of capital. Additionally, we may use capital to repay debt when we deem it prudent to refinance or repay various obligations.

Finally, although we did not declare or pay dividends on our common stock during the six months ended June 30, 2026, we may also use capital resources to pay dividends to our stockholders. The amount and form of payment (cash or stock issuance) of future dividends, if any, to be paid to our stockholders will continue to be largely dependent upon (i) the amount of cash generated from our operating activities; (ii) our expectations of future cash flows; (iii) our determination of near-term cash needs for debt repayments, development projects, and selective acquisitions of new properties; (iv) the timing of significant expenditures for tenant improvements, leasing commissions, building redevelopment projects, and general property improvements; (v) long-term dividend payout ratios for comparable companies; (vi) our ability to continue to access additional sources of capital, including potential sales of our properties; (vii) our desire to reduce overall leverage; and (viii) the amount required to be distributed to maintain our status as a REIT. With the fluctuating nature of cash flows and expenditures, we may periodically borrow funds on a short-term basis to cover timing differences in cash receipts and cash disbursements, including to pay dividends to our stockholders.

Results of Operations

Overview

Net loss applicable to common stockholders for the three months ended June 30, 2026 was approximately $11.1 million, or $0.09 per diluted share, as compared with net loss applicable to common stockholders of $16.8 million, or $0.14 per diluted share, for the three months ended June 30, 2025. The primary driver of the decrease in net loss was an approximately $7.5 million loss on early extinguishment of debt recognized during the second quarter of 2025.

Comparison of the three months ended June 30, 2026 versus the three months ended June 30, 2025

Income from Continuing Operations

The following table sets forth selected data from our consolidated statements of operations for the three months ended June 30, 2026 and 2025, respectively, as well as each balance as a percentage of total revenues for each period presented (dollars in millions):

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Revenue

Rental and tenant reimbursement revenue increased approximately $3.3 million for the three months ended June 30, 2026, as compared to the same period in the prior year. The increase was primarily due to the roll-up of rental rates and new leases commencing during the twelve months ended June 30, 2026, contributing approximately $4.7 million. The impact of this increase was partially offset by the disposition of one project subsequent to April 1, 2025 in our Boston market.

Other property related income increased approximately $0.4 million for the three months ended June 30, 2026 as compared to the same period in the prior year primarily due to increased parking income associated with increased utilization and higher transient parking at our office projects during the current period, as compared to the prior period.

Expense

Property operating costs increased approximately $0.4 million for the three months ended June 30, 2026 as compared to the same period in the prior year. The increase was primarily due to higher recoverable utility and janitorial expenses, which were partially offset by the disposition of one project subsequent to April 1, 2025 in our Boston market.

Depreciation expense increased approximately $4.2 million for the three months ended June 30, 2026 as compared to the same period in the prior year. The increase was primarily due to additional building improvements placed in service subsequent to April 1, 2025.

Amortization expense decreased approximately $0.3 million for the three months ended June 30, 2026 as compared to the same period in the prior year. The decrease was primarily due to amortization expense associated with certain lease intangible assets at our existing projects becoming fully amortized subsequent to April 1, 2025.

General and administrative expense increased approximately $0.2 million for the three months ended June 30, 2026 compared to the same period in the prior year, primarily due to increased accruals for potential performance-based compensation during the six months ended June 30, 2026.

Other Income (Expense)

During the three months ended June 30, 2025, we repurchased approximately $67.5 million of the aggregate principal amount of the $600 Million Unsecured Senior Notes due 2028. The premium paid to repurchase the debt, as well as the write-off of the pro-rata share of unamortized debt issuance costs, resulted in the recognition of a $7.5 million loss on early extinguishment of debt.

Gain on sale of real estate assets during the three months ended June 30, 2025 primarily consists of the gain recognized on the sale of the 80 and 90 Central project in Boston, Massachusetts, which closed in May of 2025.

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Comparison of the Six Months Ended June 30, 2026 Versus the Six Months Ended June 30, 2025

The following table sets forth selected data from our consolidated statements of operations for the six months ended June 30, 2026 and 2025, respectively, as well as each balance as a percentage of total revenues for each period presented (dollars in millions):

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ITEM 7.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with our audited consolidated financial statements and notes thereto as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024, and 2023, included elsewhere in this Annual Report on Form 10-K. See also “Cautionary Note Regarding Forward-Looking Statements” preceding Part I of this report and “Risk Factors" set forth in Item 1A. of this report.

Liquidity and Capital Resources

We intend to use cash on hand, cash flows generated from the operation of our properties, net proceeds from the disposition of select properties, and borrowings under our $600 Million Unsecured 2022 Line of Credit as our primary sources of immediate liquidity. As of December 31, 2025, we had $553 million of borrowing capacity available under our $600 Million Unsecured 2022 Line of Credit and no required debt maturities until 2028. Consequently, we believe that we have sufficient liquidity to meet our obligations for the foreseeable future; however, as part of our overall debt management strategy, we may seek other new secured or unsecured borrowings from third party lenders or issue other debt or equity securities as additional sources of capital. The nature and timing of these additional sources of capital will be highly dependent on market conditions.

Our most consistent use of capital has historically been, and we believe will continue to be, to fund capital expenditures for our existing portfolio of properties. During the years ended December 31, 2025 and 2024, we incurred the following types of capital expenditures (in thousands):

(1)Of the total amounts paid, approximately $17.7 million and $19.9 million related to soft costs such as capitalized interest, payroll, and other general and administrative expenses for the year ended December 31, 2025 and 2024, respectively.

"Capital expenditures for redevelopment/renovations" during the years ended December 31, 2025 and 2024 related to building upgrades, primarily to the lobbies and the addition of tenant amenities at certain of our buildings and assets under redevelopment.

"Other capital expenditures, including building and tenant improvements" include all other capital expenditures during the respective period and are typically comprised of tenant and building improvements necessary to lease, maintain, or provide enhancements, including energy efficient equipment, to our existing portfolio of office properties.

Given that our operating model frequently results in leases for multiple blocks of space to credit-worthy tenants, our leasing success can result in capital outlays which vary from one reporting period to another based upon the specific leases executed. For leases executed during the year ended December 31, 2025, we have committed to spend approximately $6.58 per square foot per year of lease term for tenant improvement allowances and lease commissions (net of expired lease commitments) as compared to $5.67 (net of expired lease commitments) for the year ended December 31, 2024 with the increase in the current year attributable to the significant amount of new tenant leasing completed. As of December 31, 2025, we had no individual tenant allowance commitments greater than $10 million.

In addition to the amounts that we have already committed to as a part of executed leases, we also anticipate continuing to incur similar market-based tenant improvement allowances and leasing commissions in conjunction with procuring future leases for our existing portfolio of properties. Both the timing and magnitude of expenditures related to future leasing activity can vary due to a number of factors and are highly dependent on the size of the leased square footage, length of the lease term, and the competitive market conditions of the particular office market at the time a lease is being negotiated, in addition to the impact of inflation and rising costs of construction.

Although reducing outstanding debt remains our priority, subject to the identification and availability of a few, select investment opportunities and our ability to consummate such acquisitions on satisfactory terms, acquiring new assets consistent with our investment strategy could also be a significant use of capital. Additionally, we may use capital to repay debt when we deem it prudent to refinance or reduce various obligations.

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Index to Financial Statements

Finally, we may also use capital resources to pay dividends to our stockholders. The amount and form of payment (cash or stock issuance) of future dividends, if any, to be paid to our stockholders will continue to be largely dependent upon (i) the amount of cash generated from our operating activities; (ii) our expectations of future cash flows; (iii) our determination of near-term cash needs for debt repayments, development projects, and selective acquisitions of new properties; (iv) the timing of significant expenditures for tenant improvements, leasing commissions, building redevelopment projects, and general property improvements; (v) long-term dividend payout ratios for comparable companies; (vi) our ability to continue to access additional sources of capital, including potential sales of our properties; (vii) our desire to reduce overall leverage; and (viii) the amount required to be distributed to maintain our status as a REIT. With the fluctuating nature of cash flows and expenditures, we may periodically borrow funds on a short-term basis to cover timing differences in cash receipts and cash disbursements, including to pay dividends to our stockholders.

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Index to Financial Statements

Results of Operations (2025 vs. 2024)

Overview

Net loss applicable to common stockholders for the year ended December 31, 2025 was approximately $83.6 million, or $0.67 per diluted share, as compared with $79.1 million, or $0.64 per diluted share, for the year ended December 31, 2024. The primary driver of the increase in net loss was an approximately $37.8 million loss on early extinguishment of debt recognized during the year ended 2025, which was largely offset by the non-recurrence of approximately $33.8 million of impairment charges recognized during the year ended 2024.

Comparison of the accompanying consolidated statements of operations for the year ended December 31, 2025 vs. the year ended December 31, 2024.

The following table sets forth selected data from our consolidated statements of operations for the years ended December 31, 2025 and 2024, respectively, as well as each balance as a percentage of total revenues for the years presented (dollars in millions):

Revenue

Rental and tenant reimbursement revenue decreased approximately $6.1 million for the year ended December 31, 2025 as compared to the prior year. The decrease was primarily due to the disposition of four projects subsequent to January 1, 2024 as well as lower tenant reimbursement revenue in the current year as compared to the prior year associated with lower recoverable operating costs (as discussed below). The impact of this decrease was partially offset by the roll-up of rental rates and new leases commencing during the year ended December 31, 2025.

Property management fee revenue decreased approximately $1.4 million for the year ended December 31, 2025, as compared to the same period in the prior year due to the termination of certain third-party property management arrangements in 2024.

Other property related income increased approximately $2.2 million for the year ended December 31, 2025 as compared to the prior year primarily due to increased parking income associated with increased utilization and higher transient parking at our office projects during the current year, as compared to the prior year.

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Index to Financial Statements

Expense

Property operating costs decreased approximately $6.2 million for the year ended December 31, 2025 as compared to the prior year. The variance was primarily due to reduced property tax expense due to lower tax assessments and successful appeals, as well as project dispositions subsequent to January 1, 2024 (as discussed above). The impact of these decreases is partially offset by an increase in other recoverable property operating costs such as utilities, repairs and maintenance, landscaping and security due to increased occupancy and utilization of our projects during the current year, as compared to the prior year.

Depreciation expense increased approximately $9.6 million for the year ended December 31, 2025 compared to the prior year. The increase was primarily due to additional building and tenant improvements acquired and/or placed in service subsequent to January 1, 2024, partially offset by property dispositions in 2024 and 2025.

Amortization expense decreased approximately $9.2 million for the year ended December 31, 2025 compared to the prior year. The decrease in amortization expense is associated with certain lease intangible assets at our existing projects becoming fully amortized subsequent to January 1, 2024. The decrease was partially offset by an increase in amortization expense associated with deferred lease acquisition costs associated with new leasing activity during the two years ended December 31, 2025.

During the year ended December 31, 2024, we recognized a non-cash impairment charge of approximately $33.8 million related to a change in hold period assumptions at certain properties in our portfolio. See Note 6 to our accompanying consolidated financial statements for further details.

General and administrative expense decreased approximately $4.8 million for the year ended December 31, 2025 compared to the prior year almost exclusively as the result of the recognition of $4.8 million of executive separation costs during 2024.

Other Income (Expense)

Interest expense increased approximately $5.0 million for the year ended December 31, 2025 as compared to the prior year as a result of refinancing activity as well as a $2.0 million decrease in c

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