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): May 28, 2026

Piedmont Realty Trust, Inc.

(Exact name of registrant as specified in its charter)

Commission File Number: 001-34626

(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.

The information set forth under Item 2.03, “Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant” is 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.

On May 28, 2026, Piedmont Realty Trust, Inc. (the “Registrant”) and its operating partnership, Piedmont Operating Partnership, LP (“Piedmont OP”), entered into an amendment (the “Amendment”) to its Term Loan Agreement, dated January 30, 2024, as amended (the “Term Loan Agreement”) to, among other things, increase the principal amount to $400 million from $325 million and extend the maturity date to May 28, 2031. Subject to certain conditions, the Registrant may prepay the loans outstanding under the Term Loan Agreement, in whole or in part, at any time without premium or penalty. Additionally, the Amendment provides for an increase or decrease to the Registrant’s debt rating as the basis for determining the applicable interest rate as set forth below:

Notwithstanding the above, if (i) the Registrant’s Total Leverage Ratio (as defined in the Term Loan Agreement) at the end of the fiscal quarter is 35% or less and the credit ratings of the Registrant or Piedmont OP from S&P and Moody’s are BBB/Baa2, then Level 2 shall apply and (ii) the Total Leverage Ratio at the end of the fiscal quarter is 35% or less and the credit ratings of the Registrant or Piedmont OP from S&P and Moody’s are BBB-/Baa3, then Level 3 shall apply. As of May 28, 2026, the applicable interest rate is SOFR + 1.15%.

The Registrant guarantees Piedmont OP’s obligations under the Term Loan Agreement. Upon the occurrence of certain events of default under the Term Loan Agreement, the outstanding principal amount and any accrued interest may be declared immediately due and payable.

The foregoing does not purport to be a complete description of the terms of the Amendment to the Term Loan Agreement and is qualified in its entirety by reference to the Amendment attached hereto as Exhibit 10.1.

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 Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.