Piedmont Realty Trust Inc — Current Report (Form 8-K)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 20, 2025

Piedmont Realty Trust, Inc.

(Exact name of registrant as specified in its charter)

Commission File Number: 001-34626

5565 Glenridge Connector

Suite 450

Atlanta, GA 30342

(Address of principal executive offices, including zip code)

770-418-8800

(Registrant’s telephone number, including area code)

Not applicable

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry Into a Material Definitive Agreement.

On November 20, 2025, Piedmont Operating Partnership, LP (the “Operating Partnership”), the operating partnership and wholly owned subsidiary of Piedmont Realty Trust, Inc. (the “Company”), issued $400,000,000 in aggregate principal amount of 5.625% Senior Notes due 2033 (the “Notes”), which mature on January 15, 2033, pursuant to an indenture, dated as of March 6, 2014, by and among the Operating Partnership, the Company and U.S. Bank Trust Company, National Association, as trustee (as amended and supplemented by a supplemental indenture (the “Supplemental Indenture”), dated as of November 20, 2025, the “Indenture”). The Notes are fully and unconditionally guaranteed by the Company. Interest on the Notes is payable semi-annually on January 15 and July 15 of each year, commencing July 15, 2026. The Notes will bear interest at a rate of 5.625% per year.

The Indenture contains certain covenants that, among other things, limit the ability of the Company, subject to exceptions, to incur secured and unsecured debt and to consummate a merger, consolidation or sale of all or substantially all of its assets. In addition, the Indenture will require the Company to maintain at all times total unencumbered assets of not less than 150% of total unsecured debt. These covenants are subject to a number of important exceptions and qualifications. The Indenture also provides for customary events of default which, if any of them occurs, would permit or require the principal of and accrued interest on the Notes to become, or to be declared, due and payable.

The Operating Partnership may, at its option, redeem the Notes at any time or from time to time prior to November 15, 2032, in whole or in part at the applicable make-whole redemption price specified in the Supplemental Indenture. If the Notes are redeemed on or after November 15, 2032 (two months prior to the maturity date), the redemption price will be equal to 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest thereon to, but not including, the applicable redemption date.

The Company will use the net proceeds from the Notes, together with borrowings under its $600 million unsecured line of credit and cash on hand, if necessary, to fund the purchase of all of the Operating Partnership’s outstanding 9.250% senior notes due 2028 that are validly tendered and accepted for purchase in a tender offer commenced substantially concurrently with the offering of the Notes. In the event that the tender offer is not consummated, or the aggregate consideration for all 2028 notes that are validly tendered and accepted for purchase in the tender offer is less than the net proceeds from the offering of the Notes, the Company intends to use the remaining net proceeds from the offering of the Notes for working capital, capital expenditures and other general corporate purposes, which may include repaying other borrowings outstanding.

The Notes were offered by means of a prospectus supplement and accompanying prospectus filed with the Securities and Exchange Commission. Copies of the Indenture and the Supplemental Indenture are attached hereto as Exhibits 4.1 and 4.2, respectively, and are incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01, “Entry Into a Material Definitive Agreement” is incorporated herein by reference.

Item 8.01. Other Events.

On November 13, 2025, the Operating Partnership and the Company entered into an agreement (the “Underwriting Agreement”) among the Operating Partnership, the Company, Wells Fargo Securities, LLC, BofA Securities, Inc., J.P. Morgan Securities LLC, TD Securities (USA) LLC and Truist Securities, Inc., as representatives of the underwriters listed on Schedule 1 thereto (the “Underwriters”). Pursuant to the Underwriting Agreement, the Operating Partnership agreed to sell and the Underwriters agreed to purchase from the Operating Partnership, subject to and upon the terms and conditions set forth in the Underwriting Agreement, the Notes.

A copy of the Underwriting Agreement is attached hereto as Exhibit 1.1 and is incorporated herein by reference. The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement.

The Company is filing this Current Report on Form 8-K so as to file with the Securities and Exchange Commission certain items that are to be incorporated by reference into a Registration Statement on Form S-3 (Registration Nos. 333-289089 and 333-289089-01).

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

SIGNATURES

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