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 ~~the~~Report ~~Securities~~(Date ~~Exchange~~of ~~Act~~earliest ofevent ~~1934~~reported): February 3, 2026

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

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

5565 Glenridge Connector Ste. 450

~~Suite~~Atlanta, ~~450~~Georgia 30342

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:

☐ 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

Title of each class		TradingSymbol(s)		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 1 5.~~01.~~02 Departure ~~Entry~~of ~~Into~~Directors aor ~~Material~~Certain ~~Definitive~~Officers; ~~Agreement~~Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~On November 20, 2025, Piedmont Operating Partnership, LP~~ (~~the “Operating Partnership”~~c), ~~the~~Appointment ~~operating partnership and wholly owned subsidiary~~ of ~~Piedmont~~Alex ~~Realty~~Valente ~~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 ofExecutive ~~March 6,~~Vice ~~2014,~~President by and ~~among~~Co-Chief ~~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. Officer

~~The~~On ~~Indenture~~February ~~contains~~3, ~~certain~~2026, ~~covenants~~the ~~that,~~Board ~~among~~of ~~other~~Directors ~~things~~of Piedmont Realty Trust, ~~limit~~Inc. (the ~~ability~~“Registrant”) ofappointed ~~the~~Alex ~~Company~~Valente, ~~subject~~40, to ~~exceptions,~~serve toas ~~incur~~Executive ~~secured~~Vice President and ~~unsecured~~Co-Chief ~~debt~~Operating ~~and~~Officer toeffective ~~consummate~~immediately. aMr. ~~merger,~~Valente ~~consolidation~~has orbeen ~~sale~~with ofthe ~~all~~Registrant orfor ~~substantially~~almost ~~all~~20 ofyears ~~its~~and ~~assets.~~has Inbeen ~~addition~~responsible for leasing, ~~the~~asset ~~Indenture~~management, ~~will~~construction, ~~require~~and redevelopment activities for numerous assets throughout the ~~Company~~Registrant's toportfolio ~~maintain~~during athis ~~all~~tenure, ~~times~~including ~~total~~negotiating ~~unencumbered~~leases ~~assets~~with some of ~~not~~the ~~less~~Registrant's ~~than~~largest ~~150%~~tenants. ofSince ~~total~~2019, ~~unsecured~~he ~~debt~~has served as Executive Vice-President- Southeast Region. ~~These~~There ~~covenants~~is ~~are~~no ~~subject~~family torelationship abetween ~~number~~Mr. Valente and any of ~~important~~the ~~exceptions~~Registrant’s ~~and~~directors ~~qualifications~~or other executive officers. ~~The~~Mr. ~~Indenture~~Valente ~~also~~is currently ~~provides~~a ~~for~~participant ~~customary~~in ~~events~~the ofRegistrant's ~~default~~Executive ~~which,~~Severance ifPlan ~~any~~as ofmore ~~them~~fully ~~occurs,~~described ~~would~~on ~~permit~~page or52 ~~require~~of the ~~principal~~Registrant’s ofmost ~~and~~recent ~~accrued~~Annual ~~interest~~Proxy onStatement as filed with the ~~Notes~~Securities toand ~~become,~~Exchange orCommission toon beMarch ~~declared~~21, ~~due~~2025, ~~and~~which ~~payable.~~description is incorporated herein by reference.

~~The~~Item 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 Indenture9.01 Financial IfStatements 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~~Exhibits.

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:

Exhibit No.	~~Description~~	Description
1.1	Underwriting Agreement, dated November 13, 2025, by and among Piedmont Operating Partnership, LP, Piedmont Realty Trust, Inc. and 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.
10.1		Press Release dated February 3, 2026
4.1	Indenture, dated as of March 6, 2014, by and among Piedmont Operating Partnership, LP, Piedmont Office Realty Trust, Inc. and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 to Piedmont Office Realty Trust, Inc.’s Current Report on Form 8-K, filed on March 6, 2014).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)
4.2	Supplemental Indenture, dated as of November 20, 2025, by and among Piedmont Operating Partnership, LP, Piedmont Realty Trust, Inc. and U.S. Bank Trust Company, National Association, as trustee.
4.3	Form of 5.625% Senior Notes due 2033 (included in Exhibit 4.2).
5.1	Opinion of King & Spalding LLP.
5.2	Opinion of Venable LLP.
8.1	Tax Opinion of King & Spalding LLP.
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 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.

~~(Registrant)~~

(Registrant)

Date: November 20, 2025

By:

/s/ Sherry L. Rexroad

Dated:

February 3, 2026

By:

/s/ Sherry L. Rexroad

~~Sherry L. Rexroad~~

Sherry L. Rexroad

~~Chief Financial Officer and Executive Vice President~~

Chief Financial Officer and Executive Vice President

Filing Compare · Piedmont Realty Trust, Inc.