Document

424B5 1 hiwprospectussupplement211.htm 424B5 Document

Filed Pursuant to Rule 424(b)(5)

Registration No. 333-293352

PROSPECTUS SUPPLEMENT

(To prospectus dated February 10, 2026)

$300,000,000

Common Stock

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We have entered into separate equity distribution agreements with each of Wells Fargo Securities, LLC, BofA Securities, Inc., BTIG, LLC, Jefferies LLC, J.P. Morgan Securities LLC, TD Securities (USA) LLC and Truist Securities, Inc. (and certain of their respective affiliates or agents), acting in their capacity as sales agents, forward sellers and/or forward purchasers (each as defined below), as applicable, and, in the case of Jefferies LLC, also acting in its capacity as warrant hedge seller and/or warrant purchaser (each as defined below), as applicable, relating to the offer and sale of shares of our common stock having an aggregate gross sales price of up to $300 million from time to time pursuant to this prospectus supplement and the accompanying prospectus. We refer to these entities, when acting in their capacity as sales agents, individually as a “sales agent” and collectively as “sales agents.” We refer to these entities and Nomura Securities International, Inc. (acting through BTIG, LLC as agent), when acting as agents for forward purchasers, individually as a “forward seller” and collectively as “forward sellers.” We refer to Jefferies LLC, when acting in its capacity as agent for the warrant purchaser, as the “warrant hedge seller.”

Our common stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “HIW.” The last reported sale price of our common stock on the NYSE on February 10, 2026 was $25.99 per share.

Sales of shares of our common stock, if any, under this prospectus supplement and the accompanying prospectus may be made in negotiated transactions, which may include block trades, or transactions that are deemed to be “at the market” offerings as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), including sales made directly on the NYSE or sales made to or through a market maker other than on an exchange.

The equity distribution agreements provide that, in addition to the issuance and sale of shares of our common stock by us through the sales agents, we may enter into forward sale agreements under separate master forward sale agreements and related supplemental confirmations between us and a forward seller or its affiliate or agent. We refer to these entities, when acting in this capacity, individually as a “forward purchaser” and collectively as “forward purchasers.” In connection with each particular forward sale agreement, the relevant forward purchaser (or an affiliate or agent thereof) will borrow from third parties and, through the relevant forward seller, sell a number of shares of our common stock equal to the number of shares of our common stock underlying the particular forward sale agreement.

We will not initially receive any proceeds from the sale of borrowed shares of our common stock by a forward seller. We expect to fully physically settle each particular forward sale agreement with the relevant forward purchaser on one or more dates specified by us on or prior to the maturity date of the particular forward sale agreement, in which case we expect to receive aggregate net cash proceeds at settlement equal to the number of shares of our common stock underlying the particular forward sale agreement multiplied by the relevant forward sale price. However, we may also elect to cash settle or net share settle a particular forward sale agreement, in which case we may not receive any proceeds from the issuance of shares of our common stock, and we will instead receive or pay cash (in the case of cash settlement) or receive or deliver shares of our common stock (in the case of net share settlement).

The equity distribution agreement with Jefferies LLC provides that, in addition to the issuance and sale of shares of our common stock by us through the sales agents and the entry into the forward sale agreements described above, we may sell warrants to purchase shares of our common stock to Jefferies LLC under a separate master warrant sale agreement and related supplemental confirmations between us and Jefferies LLC. We refer to this entity, when acting in this capacity, as the “warrant purchaser.” In connection with each particular warrant sale agreement, the warrant purchaser (or an affiliate or agent thereof) will borrow from third parties and, through the warrant hedge seller, sell a number of shares of our common stock equal to the number of shares underlying such warrant sale agreement (the “warrant shares”). We expect that the strike price of the warrants will be above, but not substantially above, the volume-weighted average sale price per share at which the warrant hedge seller established its hedge position in respect of such warrant sale agreement (the “warrant initial hedge position”). In addition, we expect that on the same days when the warrant purchaser is so selling the warrant shares, through the warrant hedge seller, the warrant purchaser will contemporaneously purchase a substantial portion of such number of shares in the open market for its own account to offset such number of shares sold into the market, as the warrant purchaser expects its warrant initial hedge position to be substantially less than the number of shares underlying such warrant sale agreement.

We will not receive any proceeds from the sale of borrowed shares of our common stock by the warrant hedge seller, but we will initially receive a premium for the warrants sold under each particular warrant sale agreement. To the extent the warrant purchaser exercises such warrants, which may occur in whole or in part from time to time following the entry into such warrant sale agreement and prior to the expiry of such warrants, we will physically settle each warrant, in which case we will deliver to the warrant purchaser shares of our common stock equal to the number of shares of our common stock underlying such exercised warrants and will receive aggregate net cash proceeds at settlement equal to such number of shares so delivered multiplied by the relevant settlement price for such exercised warrants, which is equal to the product of (i) the strike price for such exercised warrants and (ii) one minus a mutually agreed percentage that will not exceed, but may be lower than, 1.5%.

Each sales agent will be entitled to compensation that will not exceed, but may be lower than, 1.5% of the gross sales price of all shares of our common stock sold through it as sales agent from time to time under the applicable equity distribution agreement. In connection with each forward sale agreement, we will pay the forward seller, in the form of a reduced initial forward sale price under the particular forward sale agreement, commissions at a mutually agreed rate that will not exceed, but may be lower than, 1.5% of the gross sales price of all borrowed shares of our common stock sold by it as a forward seller. In connection with each warrant sale agreement, we will pay the warrant hedge seller, in the form of a deduction from the net cash proceeds we receive at settlement for each exercised warrant, at a mutually agreed percentage of the strike price for such exercised warrants that will not exceed, but may be lower than, 1.5%. Each of the sales agents, forward sellers, forward purchasers, warrant hedge seller and/or warrant purchaser may be deemed an “underwriter” within the meaning of the Securities Act, and the compensation paid to the sales agents, the forward sellers or the warrant hedge seller in the form of a reduced initial forward sale price under the forward sale agreements or in the form of reduced net cash proceeds we receive at settlement for any exercised warrants, as applicable, may be deemed to be underwriting discounts or commissions.

Subject to the terms and conditions of the equity distribution agreements, each sales agent, forward seller and warrant hedge seller will use its commercially reasonable efforts to sell, and each forward purchaser and warrant purchaser will use its commercially reasonable efforts to borrow, shares of our common stock. The shares of our common stock sold pursuant to the equity distribution agreements will be sold through only one of the sales agents, forward sellers or warrant hedge seller on any given day.

We also may sell some or all of the shares of common stock to a sales agent as principal for its own account at a price agreed upon at the time of sale. In the event we engage a sales agent for a sale of shares that would constitute a “distribution” within the meaning of Regulation M under the Exchange Act, we and the sales agent will agree to compensation that is customary for the sales agent with respect to such transaction.

To preserve our status as a real estate investment trust (“REIT”) for U.S. federal income tax purposes, among other reasons, we impose restrictions on the ownership and transfer of our common stock. See “Description of Common Stock—Ownership Limitations and Restrictions on Transfers” in the accompanying prospectus.

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Investing in our common stock involves risks. Before investing in our common stock, you should carefully read and consider the information under “Risk Factors” on page S-2 of this prospectus supplement.

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Neither the Securities and Exchange Commission (“SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

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Wells Fargo Securities			BofA Securities			BTIG			Jefferies


J.P. Morgan			TD Securities			Truist Securities

The date of this prospectus supplement is February 11, 2026.

TABLE OF CONTENTS

Prospectus Supplement

Page


PROSPECTUS SUPPLEMENT SUMMARY			S-1
RISK FACTORS			S-2
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS			S-6
USE OF PROCEEDS			S-7
PLAN OF DISTRIBUTION			S-8
LEGAL MATTERS			S-14
EXPERTS			S-14
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE			S-14
WHERE YOU CAN FIND MORE INFORMATION			S-15

Prospectus


PROSPECTUS SUMMARY			1
RISK FACTORS			2
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS			2
USE OF PROCEEDS			4
DESCRIPTION OF COMMON STOCK			5
DESCRIPTION OF PREFERRED STOCK			9
DESCRIPTION OF DEPOSITARY SHARES			14
DESCRIPTION OF DEBT SECURITIES			17
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS			28
SELLING STOCKHOLDERS			53
PLAN OF DISTRIBUTION			54
LEGAL MATTERS			57
EXPERTS			57
WHERE YOU CAN FIND MORE INFORMATION			57

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You should rely only on the information contained or incorporated by reference in this prospectus supplement, the accompanying prospectus or any free writing prospectus prepared by us or information to which we have referred you. Neither we nor the sales agents, the forward sellers, the forward purchasers, the warrant hedge seller, the warrant purchaser or any of our or their respective affiliates or agents have authorized anyone else to provide you with additional or different information. If anyone provides you with additional or different information, you should not rely on it. We, the sales agents, the forward sellers, the forward purchasers, the warrant hedge seller, the warrant purchaser and their respective affiliates or agents are not making an offer to sell or soliciting an offer to buy these securities in any jurisdiction where the offer or sale of these securities is not permitted. You should assume that the information contained or incorporated by reference in this prospectus supplement, the accompanying prospectus or any applicable free writing prospectus prepared by us is accurate only as of the respective dates of such documents or on the date or dates which are specified in those documents. Our business, financial condition, liquidity, results of operations and prospects may have changed since those dates.

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PROSPECTUS SUPPLEMENT SUMMARY

This summary only highlights the more detailed information appearing elsewhere in this prospectus supplement, the accompanying prospectus or the documents incorporated by reference herein. It may not contain all of the information that is important to you. You should carefully read the entire prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein before deciding whether to invest in our common stock.

Unless otherwise indicated or the context requires otherwise, in this prospectus supplement references to “we,” “us,” “our” and the “Company” refer to Highwoods Properties, Inc., a Maryland corporation, and its consolidated subsidiaries, including Highwoods Realty Limited Partnership, a North Carolina limited partnership, which we refer to in this prospectus supplement as the “Operating Partnership.”

About this Prospectus Supplement

This document is in two parts. The first part is this prospectus supplement, which describes certain terms of this offering and other matters relating to us. The second part, the accompanying prospectus, gives more general information about us and the securities we may offer from time to time, some of which does not apply to the shares of common stock we are currently offering hereunder. It is important for you to read and consider all information contained in this prospectus supplement, the accompanying prospectus and the information incorporated by reference herein before making your investment decision. You should also read and consider the information in the documents we have referred you to in “Incorporation of Certain Documents by Reference” and “Where You Can Find More Information” in this prospectus supplement. The information incorporated by reference is considered part of this prospectus supplement and the accompanying prospectus, and information we later file with the SEC may automatically update and supersede this information.

To the extent any inconsistency or conflict exists between the information included or incorporated by reference in this prospectus supplement and the information included or incorporated by reference in the accompanying prospectus, the information included or incorporated by reference in this prospectus supplement updates and supersedes the information in the accompanying prospectus.

Highwoods Properties, Inc.

Highwoods Properties, Inc., headquartered in Raleigh, is a publicly-traded REIT. The Company is a fully-integrated office REIT that owns, develops, acquires, leases and manages properties primarily in the best business districts (BBDs) of Atlanta, Charlotte, Dallas, Nashville, Orlando, Raleigh, Richmond and Tampa. Our common stock is traded on the NYSE under the symbol “HIW.”

The Company conducts its activities through the Operating Partnership. At December 31, 2025, we owned all of the preferred partnership interests in the Operating Partnership and 109.5 million, or 98.2%, of the common partnership interests in the Operating Partnership. Limited partners owned the remaining 2.0 million common partnership interests.

The Company was incorporated in Maryland in 1994. Our executive offices are located at 150 Fayetteville Street, Suite 1400, Raleigh, NC 27601 and our telephone number is (919) 872-4924. Our website is www.highwoods.com. The information found on or accessible through our website is not incorporated into and does not constitute a part of this prospectus supplement, the accompanying prospectus or any applicable free writing prospectus or incorporated into any other report or document we file with or furnish to the SEC.

Additional information regarding the Company is set forth in documents on file with the SEC and incorporated by reference in this prospectus supplement, as described below under the sections entitled “Incorporation of Certain Documents by Reference” and “Where You Can Find More Information.”

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RISK FACTORS

Investing in our common stock involves a high degree of risk. You should carefully consider the risk factors described in our most recent Annual Report on Form 10-K, as such risk factors may be amended, updated or modified periodically in our subsequent reports filed with the SEC, as well as other information set forth in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein before making an investment decision with respect to our common stock. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially adversely affect us. The risks described could affect our business, financial condition or results of operations. In such a case, you may lose all or part of your original investment. Please also refer to the section entitled “Disclosure Regarding Forward-Looking Statements.”

Risks Related to Forward Sale Agreements

Settlement provisions contained in a forward sale agreement could result in substantial dilution to our earnings per share, return on equity and dividends per share or result in substantial cash payment obligations.

If we enter into one or more forward sale agreements, the relevant forward purchaser will have the right to accelerate the particular forward sale agreement and require us to physically settle on a date specified by the relevant forward purchaser if: (i) the relevant forward purchaser is unable to, or would incur a materially increased cost to, establish, maintain or unwind its hedge position with respect to the particular forward sale agreement; (ii) the relevant forward purchaser determines that it is unable, after using commercially reasonable efforts, to continue to borrow a number of shares of our common stock equal to the number of shares of our common stock underlying the particular forward sale agreement or that, with respect to borrowing such number of shares of our common stock, it would incur a cost that is greater than the stock borrow cost specified in the particular forward sale agreement, subject to a prior notice requirement; (iii) declaring a dividend or distribution on shares of our common stock with a cash value in excess of a specified amount per quarter, or with an ex-dividend date prior to the anticipated ex-dividend date for such cash dividend; (iv) an extraordinary event (as such term is defined in the particular forward sale agreement and which includes certain mergers or tender offers or the delisting of our common stock) occurs or there is a public announcement of an event or transaction that, if consummated, would constitute such an extraordinary event; or (v) certain other events of default, termination events or other specified events occur, including, among other things, any material misrepresentation made by us in connection with entering into the particular forward sale agreement, our bankruptcy or a change in law (as such terms are defined in the particular forward sale agreement). The relevant forward purchaser’s decision to exercise its right to accelerate a settlement of the particular forward sale agreement will be made irrespective of our need for capital. In such cases, we could be required to issue and deliver shares of our common stock under the physical settlement provisions of the particular forward sale agreement or, if we so elect and the relevant forward purchaser permits our election, net share settlement provisions of the particular forward sale agreement irrespective of our capital needs, which would result in dilution to our earnings per share, return on equity and dividends per share.

We expect that settlement of any forward sale agreement will generally occur no later than the date specified in the particular forward sale agreement, which will be no sooner than three months and no later than two years following the trade date of that forward sale agreement. However, any forward sale agreement may be settled earlier than the latest potential settlement date specified in the particular forward sale agreement in whole or in part at our option. We expect that each forward sale agreement will be physically settled by delivery of shares of our common stock unless we elect to cash settle or net share settle a particular forward sale agreement. Upon physical settlement or, if we so elect, net share settlement of a particular forward sale agreement, delivery of shares of our common stock in connection with such physical settlement or, to the extent we are obligated to deliver shares of our common stock, net share settlement, will result in dilution to our earnings per share, return on equity and dividends per share. If we elect cash settlement or net share settlement with respect to all or a portion of the shares of our common stock underlying a particular forward sale agreement, we expect that the relevant forward purchaser (or an affiliate or agent thereof) will purchase a number of shares of our common stock necessary to satisfy its or its affiliate’s or agent’s obligation to return the shares of our common stock borrowed from third parties in connection with sales of shares of our common stock in relation to that forward sale agreement, adjusted in the case of net share settlement, by any shares deliverable by or to us under the forward sale agreement. In addition, the purchase of shares of our common stock in connection with the relevant forward purchaser or its affiliate or agent unwinding its

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hedge positions could cause the price of our common stock to increase over such time (or prevent a decrease over such time), thereby increasing the amount of cash we would owe to the relevant forward purchaser (or decreasing the amount of cash that the relevant forward purchaser would owe us) upon a cash settlement of the relevant forward sale agreement or increasing the number of shares of our common stock we would deliver to the relevant forward purchaser (or decreasing the number of shares of our common stock that the relevant forward purchaser would deliver to us) upon net share settlement of the relevant forward sale agreement.

The forward sale price that we expect to receive upon physical settlement of a particular forward sale agreement will be subject to adjustment on a daily basis based on a floating interest rate factor equal to a specified daily rate less a spread and will be decreased based on amounts related to expected dividends on shares of our common stock during the term of the particular forward sale agreement. If the specified daily rate is less than the spread on any day, the interest rate factor will result in a daily reduction of the applicable forward sale price. If the market value of our common stock, determined in accordance with the terms of the relevant forward sale agreement, during the relevant valuation period under the particular forward sale agreement is above the applicable forward sale price, in the case of cash settlement, we would pay the relevant forward purchaser under the particular forward sale agreement an amount in cash equal to the difference or, in the case of net share settlement, we would deliver to the relevant forward purchaser a number of shares of our common stock having a value, determined in accordance with the terms of the relevant forward sale agreement, equal to the difference. Thus, we could be responsible for a potentially substantial cash payment in the case of cash settlement of a particular forward sale agreement. See “Plan of Distribution” for information on the forward sale agreements.

In case of our bankruptcy or insolvency, any forward sale agreement will automatically terminate, and we would not receive the expected proceeds from any forward sales of our common stock.

If we institute, or a regulatory authority with jurisdiction over us institutes, or we consent to a proceeding seeking a judgment in bankruptcy or insolvency or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or we or a regulatory authority with jurisdiction over us presents a petition for our winding-up or liquidation, and we consent to such a petition, any forward sale agreement that is then in effect will automatically terminate. If any such forward sale agreement so terminates under these circumstances, we would not be obligated to deliver to the relevant forward purchaser any shares of our common stock not previously delivered, and the relevant forward purchaser would be discharged from its obligation to pay the applicable forward sale price per share in respect of any shares of our common stock not previously settled under the applicable forward sale agreement. Therefore, to the extent that there are any shares of our common stock with respect to which any forward sale agreement has not been settled at the time of the commencement of any such bankruptcy or insolvency proceedings, we would not receive the relevant forward sale price per share in respect of those shares of our common stock.

The U.S. federal income tax treatment of the cash that we might receive from cash settlement of a forward sale agreement is unclear and could jeopardize our ability to meet the REIT qualification requirements.

In the event that we elect to settle any forward sale agreement for cash and the settlement price is below the applicable forward sale price, we would be entitled to receive a cash payment from the relevant forward purchaser. Under Section 1032 of the Internal Revenue Code of 1986, as amended (the “Code”), generally, no gains and losses are recognized by a corporation in dealing in its own shares, including pursuant to a “securities futures contract,” as defined in the Code by reference to the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Although we believe that any amount received by us in exchange for our stock would qualify for the exemption under Section 1032 of the Code, because it is not entirely clear whether a forward sale agreement qualifies as a “securities futures contract,” the U.S. federal income tax treatment of any cash settlement payment we receive is uncertain. In the event that we recognize a significant gain from the cash settlement of a forward sale agreement, or the Internal Revenue Service otherwise re-characterizes the tax treatment of the forward sale agreement in a manner that results in the recognition of income by us, we might not be able to satisfy the gross income requirements applicable to REITs under the Code. In that case, we may be able to rely upon the relief provisions under the Code in order to avoid the loss of our REIT status. Even if the relief provisions apply, we will be subject to a 100% tax on the greater of (i) the excess of 75% of our gross income (excluding gross income from prohibited transactions) over the amount of such income attributable to sources that qualify under the 75% test, or (ii) the excess of 95% of our

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gross income (excluding gross income from prohibited transactions) over the amount of such gross income attributable to sources that qualify under the 95% test, as discussed in the accompanying prospectus under “Material U.S. Federal Income Tax Considerations—Taxation of Our Company,” multiplied in either case by a fraction intended to reflect our profitability. In the event that these relief provisions were not available, we could lose our REIT status under the Code.

Risks Related to Warrant Sale Agreements

Any transactions effected by the warrant purchaser to establish, modify or unwind the warrant purchaser’s hedge positions in connection with the warrants may have an impact on the market price of shares of our common stock.

In connection with each particular warrant sale agreement, the warrant purchaser (or an affiliate or agent thereof) will borrow from third parties and, through the warrant hedge seller, sell a number of shares of our common stock equal to the number of warrant shares. Such sales could have the impact of decreasing, or limiting an increase in, the market price of shares of our common stock. In addition, we expect that on the same days when the warrant purchaser is so selling the warrant shares, through the warrant hedge seller, the warrant purchaser will contemporaneously purchase a substantial portion of such number of shares in the open market for its own account to offset the number of shares sold into the market, as the warrant purchaser expects its initial hedge position in respect of such warrant sale agreement to be substantially less than the number of shares underlying such warrant sale agreement. Such purchases in the open market could have the impact of increasing, or limiting a decrease in, the market price of shares of our common stock.

In addition, we expect that during the term of a particular warrant sale agreement, the warrant purchaser will dynamically modify its hedge positions for its own account by the warrant purchaser (or an affiliate or agent thereof) buying or selling shares of our common stock or engaging in other hedging transactions with respect to shares of our common stock from time to time. The purchases and sales of shares of our common stock or other hedging transactions by the warrant purchaser (or an affiliate or agent thereof) to dynamically modify its hedge positions from time to time during the term of such warrant sale agreement may variously have a positive, negative or neutral impact on the market price of shares of our common stock, depending on the market conditions at such times.

Settlement provisions contained in a warrant sale agreement could result in substantial dilution to our earnings per share, return on equity and dividends per share.

If we sell warrants to purchase shares of our common stock under one or more warrant sale agreements, the warrant purchaser will have the right to exercise such warrants in whole or in part from time to time following the entry into a particular warrant sale agreement and prior to the expiry of such warrants governed by such warrant sale agreement. The warrant purchaser’s decision to exercise such warrants will be made irrespective of our need for capital. If so exercised, we will be required to issue and deliver to the warrant purchaser equal to the number of shares of our common stock underlying such exercised warrants, which would result in dilution to our earnings per share, return on equity and dividends per share.

The settlement price that we will receive upon physical settlement of such exercised warrants will be equal to the number of shares of our common stock underlying such exercised warrants multiplied by the relevant settlement price for such exercised warrants, which is equal to the product of (i) the strike price for such exercised warrants and (ii) one minus a mutually agreed percentage that will not exceed, but may be lower than 1.5%. See “Plan of Distribution” for information on the warrant sale agreements.

Adjustment and termination provisions contained in a warrant sale agreement subject us to certain risks.

The warrant purchaser may also terminate such warrant sale agreement early upon the occurrence of certain events specified in such warrant sale agreement, and upon such a termination, the warrant purchaser will determine the amount payable in connection with such termination pursuant to the terms of such warrant sale agreement, which under certain circumstances will be settled in shares of our common stock. To the extent such a termination occurs,

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we will not receive any proceeds from such terminated warrant sale agreement and may instead be required to pay (or under certain circumstances, deliver shares of our common stock) to the warrant purchaser such termination amount.

In addition, such warrant sale agreement will allow the warrant purchaser to adjust the terms of such warrants, including the strike price, in good faith and in a commercially reasonable manner to account for the economic effect on such warrants of certain events involving us or our common stock. To the extent those adjustments affect the strike price or other terms relevant to valuation of such warrants, they may affect the proceeds we receive under such warrant sale agreements. See “Plan of Distribution” for information on the warrant sale agreements.

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DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus supplement, the accompanying prospectus and the documents incorporated by reference in this prospectus supplement contain certain “forward-looking statements” within the meaning of the safe harbor from civil liability provided for such statements by the Private Securities Litigation Reform Act of 1995 (set forth in Section 27A of the Securities Act and Section 21E of the Exchange Act). Such statements include, in particular, statements about our plans, strategies and prospects. You can identify forward-looking statements by our use of forward-looking terminology such as “may,” “will,” “expect,” “anticipate,” “estimate,” “continue” or other similar words. Our forward-looking statements reflect our current views about our plans, intentions and expectations, which are based on the information currently available to us and on assumptions we have made. Although we believe that our plans, intentions and expectations reflected in or suggested by such forward-looking statements are reasonable, we cannot assure you that our plans, intentions or expectations will be achieved. When considering such forward-looking statements, you should keep in mind important factors that could cause our actual results to differ materially from those contained in any forward-looking statement, including the following:

•the financial condition of our customers could deteriorate;

•our assumptions regarding potential losses related to customer financial difficulties could prove incorrect;

•counterparties under our debt instruments, particularly our revolving credit facility, may attempt to avoid their obligations thereunder, which, if successful, would reduce our available liquidity;

•we may not be able to lease or re-lease second generation space, defined as previously occupied space that becomes available for lease, quickly or on as favorable terms as old leases;

•we may not be able to lease newly constructed buildings as quickly or on as favorable terms as originally anticipated;

•we may not be able to complete development, acquisition, reinvestment, disposition or joint venture projects as quickly or on as favorable terms as anticipated;

•development activity in our existing markets could result in an excessive supply relative to customer demand;

•our markets may suffer declines in economic and/or office employment growth;

•increases in interest rates could increase our debt service costs;

•increases in operating expenses could negatively impact our operating results;

•natural disasters and climate change could have an adverse impact on our cash flow and operating results;

•we may not be able to meet our liquidity requirements or obtain capital on favorable terms to fund our working capital needs and growth initiatives or repay or refinance outstanding debt upon maturity; and

•we could lose key executive officers.

This list of risks and uncertainties, however, is not intended to be exhaustive. You should also review the other cautionary statements we make under the caption “Risk Factors” in our most recent Annual Report on Form 10-K, incorporated by reference herein, as amended, updated or modified in subsequent filings with the SEC. Given these uncertainties, you should not place undue reliance on forward-looking statements. Except as required by law, we undertake no obligation to publicly release the results of any revisions to these forward-looking statements to reflect any future events or circumstances or to reflect the occurrence of unanticipated events.

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USE OF PROCEEDS

We intend to use the net proceeds we receive from the sale of shares of our common stock through the sales agents, after deducting commissions and offering expenses, as well as any proceeds we receive upon the settlement of any forward sale agreement and any warrant sale agreement and any proceeds we receive as a premium for the warrants sold under any warrant sale agreement, to fund our property acquisitions and development activity, repay or repurchase outstanding debt (including amounts outstanding from time to time under our $750 million revolving credit facility), repurchase or redeem outstanding preferred equity and for working capital and other general corporate purposes.

As of December 31, 2025, there was $25.0 million outstanding under our revolving credit facility and $0.1 million of outstanding letters of credit. The interest rate on our revolving credit facility is SOFR plus a related spread adjustment of 10 basis points and a borrowing spread of 85 basis points, based on current credit ratings. The annual facility fee is 20 basis points. Our revolving credit facility is scheduled to mature in January 2028. Assuming no defaults have occurred, we have an option to extend the maturity of our revolving credit facility for two additional six-month periods.

Affiliates of certain sales agents, forward sellers and forward purchasers are lenders under our revolving credit facility and certain of our term loans. To the extent that we use any of the net proceeds from this offering or the net proceeds, if any, received upon the settlement of any forward sale agreement to repay borrowings outstanding under our revolving credit facility or term loans, such affiliates will receive their proportionate share of any amount of our revolving credit facility or term loans that is repaid with the net proceeds from this offering. See “Plan of Distribution.”

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PLAN OF DISTRIBUTION

We have entered into separate equity distribution agreements with each of Wells Fargo Securities, LLC, BofA Securities, Inc., BTIG, LLC, Jefferies LLC, J.P. Morgan Securities LLC, TD Securities (USA) LLC and Truist Securities, Inc., acting in their capacity as sales agents, Wells Fargo Securities, LLC, BofA Securities, Inc., Nomura Securities International, Inc. (acting through BTIG, LLC as agent), Jefferies LLC, J.P. Morgan Securities LLC, TD Securities (USA) LLC and Truist Securities, Inc., acting in their capacity as forward sellers, and Wells Fargo Bank, National Association, Bank of America, N.A., Nomura Global Financial Products, Inc., Jefferies LLC, JPMorgan Chase Bank, National Association, The Toronto-Dominion Bank and Truist Bank, acting in their capacity as forward purchasers, and, in the case of Jefferies LLC, also acting in its capacity as warrant hedge seller and/or warrant purchaser, as applicable, relating to the offer and sale of shares of our common stock having an aggregate gross sales price of up to $300 million from time to time pursuant to this prospectus supplement and the accompanying prospectus.

Sales of shares of our common stock, if any, under this prospectus supplement and the accompanying prospectus may be made in negotiated transactions, which may include block trades, or transactions that are deemed to be “at the market” offerings as defined in Rule 415 under the Securities Act, including sales made directly on the NYSE or sales made to or through a market maker other than on an exchange.

The equity distribution agreements provide that, in addition to the issuance and sale of shares of our common stock by us through the sales agents, we may enter into forward sale agreements under separate master forward sale agreements and related supplemental confirmations between us and a forward purchaser. In connection with each particular forward sale agreement, the relevant forward purchaser (or an affiliate or agent thereof) will borrow from third parties and, through the relevant forward seller, sell a number of shares of our common stock equal to the number of shares of our common stock underlying the particular forward sale agreement.

The equity distribution agreement with Jefferies LLC provides that, in addition to the issuance and sale of shares of our common stock by us through the sales agents and the entry into the forward sale agreements described above, we may sell warrants to purchase shares of our common stock to the warrant purchaser under separate master warrant sale agreements and related supplemental confirmations between us and the warrant purchaser. In connection with each particular warrant sale agreement, the warrant purchaser (or an affiliate or agent thereof) will borrow from third parties and, through the warrant hedge seller, sell the warrant shares. We expect that the strike price of the warrants will be above, but not substantially above, the volume-weighted average sale price per share at which the warrant hedge seller established its hedge position in respect of such warrant sale agreement (the “warrant initial hedge position”). In addition, we expect that on the same days when the warrant purchaser is so selling the warrant shares, through the warrant hedge seller, the warrant purchaser will contemporaneously purchase a substantial portion of such number of shares in the open market for its own account to offset such number of shares sold into the market, as the warrant purchaser expects its warrant initial hedge position to be substantially less than the number of shares underlying such warrant sale agreement.

Each sales agent, forward seller or warrant hedge seller, as applicable, will provide written confirmation to us, and in the case of the forward seller or the warrant hedge seller, to the forward purchaser or warrant purchaser, respectively, following the close of trading on the NYSE each day in which shares of our common stock were sold by it for us under the applicable equity distribution agreement. For shares of our common stock sold by a sales agent, each confirmation will include the number of shares of our common stock sold on such day, the net proceeds to us and the compensation payable by us to the sales agent in connection with the sales. For shares of our common stock sold by a forward seller, each confirmation will include the number of shares of our common stock sold on such day, the compensation payable by us to the forward seller in the form of a reduced initial forward sale price under the related forward sale agreement with the related forward purchaser, and the initial forward sale price payable by such forward purchaser. For shares of our common stock sold by a warrant hedge seller, each supplemental confirmation for such warrant sale agreement will include the number of shares of our common stock underlying such warrant sale agreement, the compensation payable by us to the warrant purchaser in the form of a deduction to the settlement price under such warrant sale agreement, the expiration date, the warrant strike price and premium payable by such forward purchaser.

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We will report at least quarterly the number of shares of our common stock sold through the sales agents, forward sellers and/or warrant hedge seller, as agents, under the equity distribution agreements, the number of shares of our common stock issued upon settlement of any forward sales agreements (if any) and any warrant sale agreements (if any), and the net proceeds to us and the compensation paid by us to the sales agents, forward sellers and/or warrant hedge seller, as agents, in connection with the sales of shares of our common stock.

We estimate that the total expenses of the offering payable by us, excluding compensation payable to the sales agents, forward sellers and/or warrant hedge seller, as applicable, under the terms of the equity distribution agreements, will be approximately $250,000.

We have determined that our shares of common stock are “actively-traded securities” excepted from the requirements of Rule 101 of Regulation M under the Exchange Act by Rule 101(c)(1) under that Act. If a sales agent or we have reason to believe that the exemptive provisions set forth in Rule 101(c)(1) of Regulation M under the Exchange Act are not satisfied, that party will promptly notify the other and sales of our common stock under the equity distribution agreements will be suspended until that or other exemptive provisions have been satisfied in the judgment of the sales agents and us.

In connection with the sale of shares of our common stock, each of the sales agents, forward sellers and warrant hedge seller may be deemed to be an “underwriter” within the meaning of the Securities Act, and the compensation paid to the sales agents, the forward sellers or the warrant hedge seller in the form of a commission, a reduced initial forward sale price under the forward sale agreements or reduced net cash proceeds we receive at settlement for any exercised warrants, as applicable, may be deemed to be underwriting discounts or commissions. We have agreed to indemnify each of the sales agents, forward sellers, forward purchasers, warrant hedge seller and warrant purchaser against specified liabilities, including liabilities under the Securities Act, or to contribute to payments that the sales agents, forward sellers, forward purchasers, warrant hedge seller or warrant purchaser may be required to make because of those liabilities.

The offering of shares of our common stock under any equity distribution agreement will terminate upon the earlier of (i) the sale of shares of our common stock having an aggregate gross sales price of $300 million, and (ii) the termination of such equity distribution agreement by us, the respective sales agent, the respective forward seller, the respective forward purchaser, the warrant hedge seller or the warrant purchaser.

Sales Through Sales Agents

Upon its acceptance of a placement notice from us, each sales agent, if acting as agent, will use commercially reasonable efforts consistent with its normal sales and trading practices to sell the shares of our common stock under the terms and subject to the conditions set forth in the applicable equity distribution agreement and such placement notice. The placement notice that we deliver will set forth the maximum number of shares of our common stock to be issued, the maximum aggregate sales price of shares of our common stock to be sold, the time period during which sales are requested to be made, any limitation on the number of shares of our common stock that may be sold in any one day and any minimum price below which sales may not be made or a formula pursuant to which such minimum price shall be determined. The shares of our common stock sold pursuant to the equity distribution agreements will be sold through only one of the sales agents, forward sellers or warrant hedge seller on any given day. We or any of the sales agents may suspend the sale of shares of our common stock upon proper notice and subject to other conditions.

We will pay each sales agent commissions for its services in acting as agent and/or principal in the sale of shares of our common stock. Each sales agent will be entitled to compensation that will not exceed, but may be lower than, 1.5% of the gross sales price of all shares of our common stock sold through it as sales agent from time to time under the applicable equity distribution agreement.

We also may sell some or all of the shares of our common stock to a sales agent as principal for its own account at a price agreed upon at the time of sale. In the event we engage a sales agent for a sale of shares that would constitute a “distribution” within the meaning of Regulation M under the Exchange Act, we and the sales agent will agree to compensation that is customary for the sales agent with respect to such transaction.

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We generally expect to settle on the first trading day following the date on which sales were made in return for payment of the net proceeds to us. There is no arrangement for funds to be received in an escrow, trust or similar arrangement.

Sales Through Forward Sellers

From time to time during the term of the equity distribution agreements, and subject to the terms and conditions set forth therein and in the forward sale agreements, we may deliver a placement notice relating to a forward to any of the forward sellers and the relevant forward purchaser. Upon acceptance of a placement notice from us requesting that the forward seller execute sales of borrowed shares of our common stock in connection with a forward sale agreement, and subject to the terms and conditions of the equity distribution agreements and the forward sale agreements, each forward purchaser will use commercially reasonable efforts to borrow, and each forward seller will use commercially reasonable efforts consistent with its normal trading and sales practices to sell, the shares of our common stock on such terms to hedge the forward purchaser’s exposure under the particular forward sale agreement. The shares of our common stock sold pursuant to the equity distribution agreements will be sold through only one of the sales agents, forward sellers or warrant hedge seller on any given day. We or the relevant forward seller may immediately suspend the offering of our common stock at any time upon proper notice to the other.

We expect that settlement between the relevant forward purchaser and forward seller of sales of borrowed shares of our common stock, as well as the settlement between the relevant forward seller and buyers of such shares of our common stock in the market, will occur on the first trading day following the date on which sales were made. The obligation of each forward seller under the equity distribution agreements to execute such sales of our common stock is subject to a number of conditions, which each forward seller reserves the right to waive in its sole discretion.

In connection with each forward sale agreement, we will pay the relevant forward seller, in the form of a reduced initial forward sale price under the forward sale agreement, commissions at a mutually agreed rate that will not exceed, but may be lower than, 1.5% of the gross sales price of all borrowed shares of our common stock sold by it as a forward seller. The borrowed shares will be sold during a period of one to 20 consecutive trading days determined by us in our sole discretion and as specified in the relevant placement notice (with such period subject to early termination in certain circumstances).

The forward sale price per share under each forward sale agreement will initially equal the product of (i) an amount equal to one minus the applicable commissions, and (ii) the volume-weighted average price per share at which the borrowed shares of our common stock were sold pursuant to the particular equity distribution agreement by the forward seller, subject to adjustment as described below.

The forward sale agreements, the minimum terms of which may not be less than three months and the maximum terms of which may not exceed two years, will provide that the forward sale price, as well as the sales prices used to calculate the initial forward sale price, will be subject to increase or decrease based on a specified daily rate, less a spread, and subject to decrease by amounts related to expected dividends on shares of our common stock during the term of the particular forward sale agreement. If the specified daily rate is less than the spread on any day, the interest rate factor will result in a daily reduction of the forward sale price.

Before settlement of a particular forward sale agreement, we expect that the shares of our common stock issuable upon settlement of the particular forward sale agreement will be reflected in our diluted earnings per share, return on equity and dividends per share calculations using the treasury stock method. Under this method, the number of shares of our common stock used in calculating diluted earnings per share, return on equity and dividends per share is deemed to be increased by the excess, if any, of the number of shares of our common stock that would be issued upon full physical settlement of the particular forward sale agreement over the number of shares of our common stock that could be purchased by us in the market (based on the average market price during the relevant period) using the proceeds receivable upon full physical settlement (based on the adjusted forward sale price at the end of the relevant reporting period). Consequently, before physical or net share settlement of a particular forward sale agreement and subject to the occurrence of certain events, we anticipate there will be no dilutive effect on our

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earnings per share, except during periods when the average market price of our common stock is above the applicable forward sale price.

Except under limited circumstances described below, we have the right to elect physical, cash or net share settlement under any forward sale agreement. Although we expect to settle any forward sale agreement entirely by delivering shares of our common stock in connection with full physical settlement, we may, subject to certain conditions, elect cash settlement or net share settlement for all or a portion of our obligations under a particular forward sale agreement if we conclude that it is in our interest to do so. For example, we may conclude that it is in our interest to cash settle or net share settle a particular forward sale agreement if we have no then-current use for all or a portion of the net proceeds that we would receive upon physical settlement. In addition, subject to certain conditions, we may elect to accelerate the settlement of all or a portion of the number of shares of our common stock underlying a particular forward sale agreement.

If we elect to physically settle any forward sale agreement by issuing and delivering shares of our common stock, we will receive an amount of cash from the relevant forward purchaser equal to the product of the forward sale price per share under the particular forward sale agreement and the number of shares of our common stock underlying the particular forward sale agreement. In the event that we elect to cash settle, the settlement amount will be generally related to (i) (a) the average of the volume-weighted average price of shares of our common stock on each exchange business day during the relevant valuation period under the particular forward sale agreement minus (b) the applicable forward sale price; multiplied by (ii) the number of shares of our common stock underlying the particular forward sale agreement subject to cash settlement. In the event we elect to net share settle, the settlement amount will be generally related to (i) (a) the weighted average price at which the relevant forward purchaser or its affiliate or agent purchases shares of our common stock during the relevant valuation period for such settlement under the particular forward sale agreement minus (b) the applicable forward sale price; multiplied by (ii) the number of shares of our common stock underlying the particular forward sale agreement subject to such net share settlement. If this settlement amount is a negative number, the relevant forward purchaser will pay us the absolute value of that amount (in the case of cash settlement) or deliver to us a number of shares of our common stock having a value, determined pursuant to the terms of the relevant forward sale agreement, equal to the absolute value of such amount (in the event of net share settlement). If this settlement amount is a positive number, we will pay the relevant forward purchaser that amount (in the case of cash settlement) or deliver to the relevant forward purchaser a number of shares of our common stock having a value, determined pursuant to the terms of the relevant forward sale agreement, equal to such amount (in the event of net share settlement). In connection with any cash settlement or net share settlement, we would expect the relevant forward purchaser or its affiliate or agent to purchase shares of our common stock in secondary market transactions for delivery to third-party stock lenders in order to close out the forward purchaser’s hedge position in respect of the particular forward sale agreement and, if applicable, for delivery to us under a net share settlement. The purchase of shares of our common stock in connection with the relevant forward purchaser or its affiliate or agent unwinding the forward purchaser’s hedge positions could cause the price of our common stock to increase over time (or prevent a decrease over time), thereby increasing the amount of cash we owe to the relevant forward purchaser (or decreasing the amount of cash that the relevant forward purchaser owes us) upon cash settlement or increasing the number of shares of our common stock that we are obligated to deliver to the relevant forward purchaser (or decreasing the number of shares of our common stock that the relevant forward purchaser is obligated to deliver to us) upon net share settlement of the particular forward sale agreement. See “Risk Factors—Risks Related to Forward Sale Agreements.”

A forward purchaser will have the right to accelerate the particular forward sale agreement and require us to physically settle on a date specified by the relevant forward purchaser if: (i) the relevant forward purchaser is unable to, or would incur a materially increased cost to, establish, maintain or unwind its hedge position with respect to the particular forward sale agreement; (ii) the relevant forward purchaser determines that it is unable, after using commercially reasonable efforts, to continue to borrow a number of shares of our common stock equal to the number of shares of our common stock underlying the particular forward sale agreement or that, with respect to borrowing such number of shares of our common stock, it would incur a cost that is greater than the stock borrow cost specified in the particular forward sale agreement, subject to a prior notice requirement; (iii) declaring a dividend or distribution on shares of our common stock with a cash value in excess of a specified amount per quarter, or with an ex-dividend date prior to the anticipated ex-dividend date for such cash dividend; (iv) an extraordinary event (as such term is defined in the particular forward sale agreement and which includes certain

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mergers or tender offers or the delisting of our common stock) occurs or there is a public announcement of an event or transaction that, if consummated, would constitute such an extraordinary event; or (v) certain other events of default, termination events or other specified events occur, including, among other things, any material misrepresentation made by us in connection with entering into the particular forward sale agreement, our bankruptcy or a change in law (as such terms are defined in the particular forward sale agreement). The relevant forward purchaser’s decision to exercise its right to accelerate the settlement of the particular forward sale agreement will be made irrespective of our need for capital. In such cases, we could be required to issue and deliver shares of our common stock under the physical settlement provisions of the particular forward sale agreement or, if we so elect and the relevant forward purchaser permits our election, net share settlement provisions of the particular forward sale agreement irrespective of our capital needs, which would result in dilution to our earnings per share, return on equity and dividends per share. In addition, upon certain events of bankruptcy, insolvency or reorganization relating to us, the particular forward sale agreement will terminate without further liability of either party. Following any such termination, we would not issue any shares of our common stock or receive any proceeds pursuant to the particular forward sale agreement. See “Risk Factors—Risks Related to Forward Sale Agreements.”

The forward purchasers or their respective affiliates or agents (or any other sales agent or its affiliates or agents who may enter forward sale agreements with us) will receive the net proceeds of any sale of borrowed shares of our common stock in connection with the relevant equity distribution agreement and any forward sale agreement, not including commissions.

Sales Through Warrant Hedge Seller

From time to time during the term of the equity distribution agreement with the warrant hedge seller, and subject to the terms and conditions set forth therein, we may request the warrant purchaser to quote terms of potential warrants to be sold by us. Upon agreement between us and the warrant purchaser on such terms of potential warrants, and subject to the terms and conditions of such equity distribution agreement and such warrant sale agreement, the warrant purchaser will use commercially reasonable efforts to borrow, and the warrant hedge seller will use commercially reasonable efforts consistent with its normal trading and sales practices to sell, the shares of our common stock on such terms to hedge the warrant purchaser’s exposure under such warrants. We or the warrant hedge seller may immediately suspend the offering of our common stock at any time upon proper notice to the other. Following the completion of the establishment of the warrant purchaser’s initial hedge positions and the determination of the final terms of such warrants, we and the warrant purchaser will enter into a supplemental confirmation for such warrants.

We expect that settlement between the warrant purchaser and warrant hedge seller of sales of borrowed shares of our common stock, as well as the settlement between the warrant hedge seller and buyers of such shares of our common stock in the market, will generally occur on the first trading day following the date on which sales were made. The obligation of the warrant hedge seller under such equity distribution agreement to execute such sales of our common stock is subject to a number of conditions, which the warrant hedge seller reserves the right to waive in its sole discretion.

In connection with each warrant sale agreement, we will pay the warrant hedge seller, in the form of a deduction from the net cash proceeds we receive at settlement for each exercised warrant, at a mutually agreed percentage of the strike price for such exercised warrant. The borrowed shares will be sold during a period agreed between us and the warrant purchaser (with such period subject to early termination in certain circumstances).

In connection with each warrant sale agreement, we will initially receive a premium for the warrants sold under such warrant sale agreement.

Following the entry into each warrant sale agreement, the warrant purchaser will have the right to exercise such warrants in whole or in part from time to time following the entry into such warrant sale agreement and prior to the expiry of such warrants governed by such warrant sale agreement. If so exercised, we will be required to issue and deliver shares of our common stock under the physical settlement provisions of such warrant sale agreement. The settlement price that we will receive upon physical settlement of such exercised warrants will be equal to the number of shares of our common stock underlying such exercised warrants multiplied by the relevant settlement

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price for such exercised warrants, which is equal to the product of (i) the strike price for such exercised warrants and (ii) one minus a mutually agreed percentage that will not exceed, but may be lower than 1.5%.

The warrant purchaser may also terminate such warrant sale agreement early upon the occurrence of certain events specified in such warrant sale agreement, including: (i) the warrant purchaser is unable, after using commercially reasonable efforts, to establish, maintain or unwind its hedge position with respect to such warrant sale agreement or to borrow a number of shares of our common stock equal to such hedge position at a rate that is equal to or less than the maximum stock loan rate specified in such warrant sale agreement; (ii) an extraordinary event (as such term is defined in such warrant sale agreement and which includes certain mergers or tender offers or the delisting of our common stock) occurs or there is a public announcement of an event or transaction that, if consummated, would constitute such an extraordinary event; or (iii) certain other events of default, termination events or other specified events occur, including, among other things, any material misrepresentation made by us in connection with entering into such warrant sale agreement, our bankruptcy or a change in law (as such terms are defined in such warrant sale agreement).

Upon such a termination, the warrant purchaser will determine the amount payable in connection with such termination pursuant to the terms of such warrant sale agreement, which under certain circumstances will be settled in shares of our common stock. To the extent such a termination occurs, we will not receive any proceeds from such terminated warrant sale agreement and may instead be required to pay (or under certain circumstances, deliver shares of our common stock) to the warrant purchaser such termination amount. See “Risk Factors—Risks Related to Warrant Sale Agreements.”

In addition, such warrant sale agreement will allow the warrant purchaser to adjust the terms of such warrants, including the strike price, in good faith and in a commercially reasonable manner to account for the economic effect on such warrants of certain events involving us or our common stock. To the extent those adjustments affect the strike price or other terms relevant to valuation of such warrants, they may affect the proceeds we receive under such warrant sale agreements. See “Risk Factors—Risks Related to Warrant Sale Agreements.”

The warrant purchaser or its affiliates or agents will receive the net proceeds of any sale of borrowed shares of our common stock in connection with such equity distribution agreement and any warrant sale agreement, not including commissions.

Other Relationships

Affiliates of certain sales agents, forward sellers and forward purchasers are lenders under our $750 million revolving credit facility and certain of our term loans. In connection with their participation in our revolving credit facility and term loans, such affiliates receive customary fees, and to the extent that we use any of the net proceeds from this offering or the net proceeds, if any, received upon the settlement of any forward sale agreement to repay borrowings under our revolving credit facility or term loans, such affiliates will receive their proportionate share of any amount of our revolving credit facility or term loans that is repaid with the net proceeds from this offering.

In the ordinary course of their business, the sales agents, forward sellers, forward purchasers, warrant hedge seller, warrant purchaser and/or their respective affiliates or agents have in the past performed, and may continue to perform, investment banking, commercial banking, treasury management, deposit account, broker dealer, lending, financial advisory or other services for us for which they have received, or may receive, separate fees.

In addition, in the ordinary course of their business activities, the sales agents, the forward sellers, the forward purchasers, the warrant hedge seller, the warrant purchaser and their respective affiliates or agents may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers. Such investments and securities activities may involve securities and/or instruments of ours or our affiliates. The sales agents, the forward sellers, the forward purchasers, the warrant hedge seller, the warrant purchaser and their respective affiliates or agents may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

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LEGAL MATTERS

Certain legal matters, including certain U.S. federal income tax matters, will be passed upon for us by Paul Hastings LLP. Baker Botts L.L.P. will act as counsel for the sales agents, the forward sellers and the forward purchasers, and Latham & Watkins LLP will act as counsel for the warrant hedge seller and the warrant purchaser.

EXPERTS

The financial statements of Highwoods Properties, Inc. incorporated by reference in this prospectus supplement, and the effectiveness of Highwoods Properties, Inc.’s internal control over financial reporting have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reports. Such financial statements are incorporated by reference in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.

The financial statements of Highwoods Realty Limited Partnership incorporated by reference in this prospectus supplement, have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report. Such financial statements are incorporated by reference in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The documents listed below have been filed by us under the Exchange Act with the SEC and are incorporated by reference in this prospectus supplement (excluding any information that is deemed to have been “furnished” and not “filed” with the SEC):

•the 2025 Annual Report on Form 10-K of the Company and the Operating Partnership filed with the SEC on February 10, 2026;

•the information specifically incorporated by reference into the 2024 Annual Report on Form 10-K from the Company’s Definitive Proxy Statement on Schedule 14A filed with the SEC on March 28, 2025; and

•the description of our common stock included in our Registration Statement on Form 8-A dated May 16, 1994, including any amendments and reports filed for the purpose of updating such description.

All documents that we file (but not those that we furnish) with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act on or after the date of this prospectus supplement and prior to the termination of the offering of any securities covered by this prospectus supplement and the accompanying prospectus will be deemed to be incorporated by reference into this prospectus supplement and will automatically update and supersede the information in this prospectus supplement, the accompanying prospectus and any previously filed documents. This means that important information about us appears or will appear in these documents and will be regarded as appearing in this prospectus supplement. To the extent that information appearing in a document filed later is inconsistent with prior information, the later statement will control and the prior information, except as modified or superseded, will no longer be a part of this prospectus supplement.

You may request a copy of these filings, at no cost, by writing or telephoning us at the following address:

Investor Relations

Highwoods Properties, Inc.

150 Fayetteville Street, Suite 1400

Raleigh, NC 27601

Telephone: (919) 872-4924

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this prospectus supplement, the accompanying prospectus or any applicable free writing prospectus or incorporated into any other report or document that we file with or furnish to the SEC.

WHERE YOU CAN FIND MORE INFORMATION

We are subject to the informational requirements of the Exchange Act, and, in accordance therewith, we file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the public through the SEC’s website at http://www.sec.gov.

We have filed with the SEC a “shelf” registration statement on Form S-3, including exhibits filed with the registration statement. This prospectus supplement and the accompanying prospectus do not contain all of the information in the registration statement. We have omitted parts of the registration statement from this prospectus supplement and the accompanying prospectus in accordance with the rules and regulations of the SEC. For more detail about us and any securities that may be offered by this prospectus supplement and the accompanying prospectus, you may examine the registration statement on Form S-3 and the exhibits filed with it at the locations listed in the previous paragraph.

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Highwoods Properties, Inc.

Common Stock

Preferred Stock

Depositary Shares

Guarantees

Highwoods Realty Limited Partnership

Debt Securities

______________

We or any selling stockholder may offer, issue and sell from time to time, together or separately, the securities described in this prospectus. Highwoods Properties, Inc. may offer and sell common stock, preferred stock, depositary shares and guarantees of debt securities issued by Highwoods Realty Limited Partnership. Highwoods Realty Limited Partnership may offer and sell debt securities.

This prospectus describes some of the general terms that may apply to these securities. The specific terms of any securities to be offered will be described in a supplement to this prospectus. You should read this prospectus and any applicable prospectus supplement carefully before you invest. We also may authorize one or more free writing prospectuses to be provided to you in connection with the offering. The prospectus supplement and any applicable free writing prospectus also may add, update or change information contained or incorporated in this prospectus.

We or any selling stockholder may offer and sell these securities to or through one or more underwriters, dealers or agents, or directly to purchasers, on a continuous or delayed basis. The prospectus supplement for each offering of securities will describe the plan of distribution for that offering. For general information about the distribution of securities offered, see “Plan of Distribution” in this prospectus. The prospectus supplement also will set forth the price to the public of the securities and the net proceeds that we expect to receive from the sale of such securities. We will not receive any of the proceeds from the sale of securities by any selling stockholder.

Our common stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “HIW.” On February 10, 2026, the last reported sales price of our common stock on the NYSE was $25.99 per share.

To preserve our status as a real estate investment trust (“REIT”) for U.S. federal income tax purposes, among other reasons, we impose restrictions on the ownership and transfer of our common stock. See “Description of Common Stock-Ownership Limitations and Restrictions on Transfers” in this prospectus.

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You should carefully read and consider the risk factors included on page 2 of this prospectus and in our periodic reports and other information that we file with the Securities and Exchange Commission (“SEC”) before you invest in our securities.

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Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is February 10, 2026.

TABLE OF CONTENTS

Page


PROSPECTUS SUMMARY			1
RISK FACTORS			2
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS			2
USE OF PROCEEDS			4
DESCRIPTION OF COMMON STOCK			5
DESCRIPTION OF PREFERRED STOCK			9
DESCRIPTION OF DEPOSITARY SHARES			14
DESCRIPTION OF DEBT SECURITIES			17
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS			28
SELLING STOCKHOLDERS			53
PLAN OF DISTRIBUTION			54
LEGAL MATTERS			57
EXPERTS			57
WHERE YOU CAN FIND MORE INFORMATION			57

You should rely only on the information contained, or incorporated by reference, in this prospectus, the applicable prospectus supplement or any applicable free writing prospectus prepared by us. Neither we nor any of our affiliates have authorized anyone else to provide you with additional or different information. If anyone provides you with additional or different information, you should not rely on it. We are not making an offer to sell or soliciting an offer to buy securities in any jurisdiction where such an offer or sale is not permitted. You should assume that the information contained, or incorporated by reference, in this prospectus, the applicable prospectus supplement and any applicable free writing prospectus prepared by us is accurate only as of the respective dates of such documents or on the date or dates which are specified in those documents. Our business, financial condition, liquidity, results of operations and prospects may have changed since those dates. We may only use this prospectus to sell the securities if it is accompanied by a prospectus supplement.

PROSPECTUS SUMMARY

This summary only highlights the more detailed information appearing elsewhere in this prospectus or incorporated by reference in this prospectus. It may not contain all of the information that is important to you. You should carefully read the entire prospectus and the documents incorporated by reference in this prospectus before deciding whether to invest in our securities.

Unless otherwise indicated or the context requires otherwise, in this prospectus and any prospectus supplement hereto references to “we,” “us,” “our” and the “Company” refer to Highwoods Properties, Inc., a Maryland corporation, and its consolidated subsidiaries, including Highwoods Realty Limited Partnership, a North Carolina limited partnership, which we refer to in this prospectus as the “Operating Partnership.”

About this Prospectus

This prospectus is part of an automatic “shelf” registration statement that we have filed with the SEC. By using a shelf registration statement, we or any selling stockholder to be named in a prospectus supplement may sell, at any time and from time to time, in one or more offerings, any combination of the securities described in this prospectus. The exhibits to our registration statement contain the full text of certain contracts and other important documents we have summarized in this prospectus. Since these summaries may not contain all the information that you may find important in deciding whether to purchase the securities we or any selling stockholder to be named in a prospectus supplement may offer, you should review the full text of these documents. The registration statement and the exhibits can be obtained from the SEC as indicated under the section entitled “Where You Can Find More Information; Incorporation by Reference.”

This prospectus only provides you with a general description of the securities we or any selling stockholder may offer. Each time we or any selling stockholder sell securities, we will provide a prospectus supplement that contains specific information about the terms of those securities. The prospectus supplement also may add, update or change information contained in this prospectus. To the extent any inconsistency or conflict exists between the information or incorporated by reference in this prospectus and the information included or incorporated by reference in any prospectus supplement, the information included or incorporated by reference in the prospectus supplement updates and supersedes the information in this prospectus. You should read carefully both this prospectus and any prospectus supplement together with the additional information described below under the section entitled “Where You Can Find More Information; Incorporation by Reference.”

The Company and the Operating Partnership

The Company conducts its activities through the Operating Partnership. At December 31, 2025, the Company owned all of the preferred partnership interests in the Operating Partnership and 109.5 million, or 98.2%, of the common partnership interests in the Operating Partnership. Limited partners owned the remaining 2.0 million common partnership interests. Generally, the Operating Partnership is obligated to redeem each common partnership interest at the request of the holder thereof for cash equal to the value of one share of the Company’s common stock based on the average of the market price for the 10 trading days immediately preceding the notice date of such redemption, provided that the Company, at its option, may elect to acquire any such common partnership interests presented for redemption for cash or one share of the Company’s common stock. The common partnership interests owned by the Company are not redeemable.

The Company was incorporated in Maryland in 1994. The Operating Partnership was formed in North Carolina in 1994. Our executive offices are located at 150 Fayetteville Street, Suite 1400, Raleigh, North Carolina 27601, and our telephone number is (919) 872-4924. Our website is www.highwoods.com. The information located on, or accessible from, our website is not, and should not be deemed to be, part of this prospectus, any applicable prospectus supplement or any applicable free writing prospectus or incorporated into any other report or document we file with or furnish to the SEC.

RISK FACTORS

Investing in our securities involves risks. Before purchasing the securities offered by this prospectus you should carefully consider the risk factors incorporated by reference in this prospectus from our most recent Annual Report on Form 10-K, as well as the risks, uncertainties and additional information (i) set forth in our subsequent SEC reports on Forms 10-K, 10-Q and 8-K and in the other documents incorporated by reference in this prospectus that we file with the SEC after the date of this prospectus and which are deemed incorporated by reference in this prospectus and (ii) contained in any applicable prospectus supplement. For a description of these reports and documents, and information about where you can find them, see “Where You Can Find More Information; Incorporation by Reference.” The risks and uncertainties we discuss in this prospectus and in the documents incorporated by reference in this prospectus are those that we currently believe may materially affect our company. Additional risks and uncertainties not currently known to us, or that we currently deem to be immaterial, may also materially and adversely affect us. The risks described could affect our business, financial condition and results of operations.

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus and the applicable prospectus supplement, including the documents that are incorporated by reference herein, contain certain “forward-looking statements” within the meaning of the safe harbor from civil liability provided for such statements by the Private Securities Litigation Reform Act of 1995 (set forth in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Such statements include, in particular, statements about our plans, strategies and prospects. You can identify forward-looking statements by our use of forward-looking terminology such as “may,” “will,” “expect,” “anticipate,” “estimate,” “continue” or other similar words. Our forward-looking statements reflect our current views about our plans, intentions and expectations, which are based on the information currently available to us and on assumptions we have made. Although we believe that our plans, intentions and expectations reflected in or suggested by such forward-looking statements are reasonable, we cannot assure you that our plans, intentions or expectations will be achieved. When considering such forward-looking statements, you should keep in mind important factors that could cause our actual results to differ materially from those contained in any forward-looking statement, including the following:

SEC Form 424B5 filed by Highwoods Properties Inc.