UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

~~FORM~~Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of ~~the~~Report ~~Securities~~(Date ~~Exchange~~of ~~Act~~earliest ofevent ~~1934~~reported): September 16, 2025

Date of Report (Date of earliest event reported): July 30, 2025

Piedmont Realty Trust, Inc.

(Exact name of registrant as specified in its charter)

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

Commission File Number: 001-34626

5565 Glenridge Connector, St. 450


Maryland						58-2328421
(State or other jurisdiction of						(IRS Employer
incorporation)						Identification No.)

~~Atlanta,~~5565 GAGlenridge ~~30342~~Connector Ste. 450

Atlanta, Georgia 30342

(Address of principal executive offices, including zip code)

~~Registrant’s telephone number, including area 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 ~~(see General Instruction A.2. below)~~:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, $0.01 par value

PDM

New York Stock Exchange

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

Emerging growth company ☐

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

Item 81.01. Entry ~~Other~~into ~~Events~~a Material Definitive Agreement.

On ~~July 30,~~September ~~2025~~16, Piedmont Realty Trust, Inc. (the “Company”) filed a shelf registration statement on Form S-3 with the Securities and Exchange Commission, replacing the Company’s prior shelf registration statement. Through the shelf registration, the Company and its subsidiaries may issue debt and equity securities, although no specific transaction is currently contemplated. However, in order to maintain the ability to issue equity through an at-the-market program as the Company believes to be appropriate, on July 30, 2025 ~~the Company and its operating partnership~~, Piedmont Operating Partnership, LP, ~~entered into an amendment~~ (~~the~~ “~~Amendment”)~~Piedmont ~~to the Equity Distribution Agreement, dated July 29, 2022 (as amended, the “Equity Distribution Agreement~~OP”) ~~with J.P. Morgan Securities LLC~~, ~~Morgan~~a ~~Stanley &~~wholly-owned ~~Co.~~subsidiary ~~LLC,~~of ~~BofA~~Piedmont ~~Securities,~~Realty ~~Inc.~~Trust, ~~TD Securities (USA) LLC, Truist Securities,~~ Inc. ~~and Wells Fargo Securities, LLC, as managers~~ (~~collectively,~~ the “~~Managers~~Registrant”), ~~JPMorgan~~entered ~~Chase~~into ~~Bank,~~amendments ~~National~~to ~~Association,~~its ~~Morgan~~Second ~~Stanley &~~Amended ~~Co.~~and ~~LLC,~~Restated ~~Bank~~Revolving ofCredit ~~America~~Agreement, ~~N.A.,~~dated ~~The~~February ~~Toronto-Dominion Bank~~13, ~~Truist~~2025 ~~Bank and Wells Fargo Bank, National Association, as forward purchasers~~ (~~collectively,~~ the ~~“Forward~~"Revolving ~~Purchasers”~~Credit Agreement"), and ~~J.P.~~its ~~Morgan~~Term ~~Securities~~Loan ~~LLC~~Agreement, ~~Morgan~~dated ~~Stanley &~~January ~~Co. LLC~~30, ~~BofA~~2024 ~~Securities, Inc., TD Securities~~ (~~USA) LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC, as forward sellers (collectively,~~ the ~~“Forward~~"Term ~~Sellers”~~Loan Agreement"), ~~pursuant~~ to ~~which~~remove the ~~Company~~credit ~~may~~spread ~~offer~~adjustment ~~and sell,~~ from time to time, through the Managers, as the Company’s agents, or to the Managers for resale, shares of the Company’s common stock, par value $0.01 per share, having an aggregate gross sales price of up to $250 million, which represents the unsold amount available under the Company’s atSOFR-~~the-market~~based ~~program~~interest ~~prior to such Amendment~~rates. ~~The Company also entered into an amendment to each of the Master Forward Confirmations on July 30, 2025 with each of the Forward Purchasers to reflect the entry into the Amendment.~~

The ~~Amendment~~foregoing ~~provides~~does ~~that~~not ~~shares~~purport ~~of common stock~~ to be ~~sold pursuant to the Equity Distribution Agreement will be issued pursuant to~~ a ~~prospectus~~complete ~~dated~~description ~~July 30, 2025, and a prospectus supplement filed with the Securities and Exchange Commission on July 30, 2025, in connection with one or more offerings~~ of ~~shares from~~ the ~~Company’s~~terms ~~new effective shelf registration statement on Form S-3 (Registration No. 333-289089). Sales~~ of ~~shares of~~ the ~~Company’s~~amendments ~~common stock through the Managers, if any, will be made in amounts and at times~~ to ~~be determined by~~ the ~~Company~~Revolving ~~from~~Credit ~~time~~Agreement toor ~~time, but~~ the ~~Company~~Term ~~has~~Loan noAgreement ~~obligation to sell any of the shares in the offering~~ and ~~may~~each ~~suspend~~is ~~sales~~qualified in ~~connection~~its ~~with~~entirety ~~the offering at any time. Actual sales will depend on a variety of factors to be determined~~ by ~~the~~reference ~~Company from time~~ to ~~time, including (among others) market conditions,~~ the ~~trading~~amendments ~~price~~attached ofhereto ~~the~~as ~~Company’s~~Exhibits ~~common shares and determinations by the Company of the appropriate sources of funding for the Company~~10.1 Any sales of shares of the Company’s common stock through the Managers will be made by means of ordinary brokers’ transactions on the New York Stock Exchange or otherwise at market prices prevailing at the time of sale, in block transactions, or as otherwise agreed upon by us and ~~the Managers~~10. ~~This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities~~2, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdictionrespectively.

~~The~~Item ~~Equity Distribution Agreement, the Amendment and the form of amendment to the Master Forward Confirmations are filed as Exhibits 1~~9.1,01 Financial ~~1.2~~Statements and 99.1, respectively, to this Current Report on Form 8-K, and are incorporated herein by reference. The foregoing description of the Equity Distribution Agreement, the Amendment and the form of amendment to the Master Forward Confirmations and the transactions contemplated thereby is qualified in its entirety by reference to Exhibits 1.~~1, 1.2 and 99.1.~~

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


Exhibit No.						Description
10.1						Amendment No. 1 to Second Amended and Restated Revolving Credit Agreement, dated as of September 16, 2025, by and among Piedmont Operating Partnership, LP, Piedmont Realty Trust, Inc., each lender initially signatory thereto, JPMorgan Chase Bank, N.A., Truist Securities, Inc., U.S. Bank National Association, Wells Fargo Securities, LLC, BofA Securities Inc. and TD Securities (USA) LLC, as Joint Lead Arrangers and Joint Bookrunners, and JPMorgan Chase Bank, N.A., as administrative agent for the lenders

10.2						Amendment No. 3 to Term Loan Agreement, dated as of September 16, 2025, by and among Piedmont Operating Partnership, LP, Piedmont Realty Trust, Inc., each lender initially signatory thereto, Truist Securities, Inc., as Lead Arranger and Book Manager, and Truist Bank, as administrative agent for the lenders



104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

ExhibitNo.		Description of Exhibit
1.1		Equity Distribution Agreement, dated July 29, 2022, between Piedmont Realty Trust, Inc., Piedmont Operating Partnership, LP, and J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, BofA Securities, Inc., Scotia Capital (USA) Inc., TD Securities (USA) LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC, as managers, JPMorgan Chase Bank, National Association, Morgan Stanley & Co. LLC, Bank of America, N.A., The Bank of Nova Scotia, The Toronto-Dominion Bank, Truist Bank and Wells Fargo Bank, National Association, as forward purchasers, and J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, BofA Securities, Inc., Scotia Capital (USA), Inc., TD Securities (USA) LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC, as forward sellers (incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K, filed on July 29, 2022)
1.2		Amendment to Equity Distribution Agreement, dated July 30, 2025
5.1		Opinion of Venable LLP
23.1		Consent of Venable LLP (included in Exhibit 5.1)
99.1		Form of Amendment to the Master Forward Confirmations
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~Registrant~~registrant has duly caused this ~~report~~Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

PIEDMONT REALTY TRUST, INC.

Piedmont Realty Trust, Inc.

Date: July 30, 2025

By:

/s/ Laura P. Moon

(Registrant)

Name:

Laura P. Moon

Dated:

September 16, 2025

By:

/s/ Laura P. Moon

Title:

Executive Vice President, Chief Accounting Officer and Treasurer

Laura P. Moon

Executive Vice President and Chief Accounting Officer

Filing Compare · Piedmont Realty Trust, Inc.