Cousins Properties Incorporated

Item 1A. Risk Factors.

Risk factors that affect our business and financial results are discussed in Part I, "Item 1A. Risk Factors," of our Annual Report on Form 10-K for the year ended December 31, 2023.  and in Part II, "Item 1A. Risk Factors," of our Quarterly Report on Form 10-Q for the quarter ended June 30, 2024. There have been no material changes in our risk factors from those previously disclosed in our Annual Report,  and our Quarterly Report for the quarter ended June 30, 2024, except for the additional risk factors below. You should carefully consider the risks described below in conjunction with those risks disclosed in our Annual Report,  of our Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, which could materially affect our business, financial condition, or future results. These risks are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem immaterial also may materially adversely affect our business, financial condition, and/or operating results. If any of the risks actually occur, our business, financial condition, and/or results of operations could be negatively affected.

Adverse changes to our credit ratings cThe mortgage loans in which we may invest are subject to delinquency, foreclosure and loss, which could limit our access result in losses

to funding and increase our borrowingus.

Mortgage loans secured by costs.

Credit ratingmmercial properties and are subject to ongoing review by rating agencies, which considerrisks of delinquency and foreclosure. The ability of a numbborrower of factors, to repay a loan secured by an includome-producing our financial strength, performance, prospects and property typically is dependent primarily upon the successful operations as well as factors not under our control. O of such property rather than upon the existence of independent income or assets of the borrower. If ther factors that net operating influenccome our credit ratings include changes to f the property is reduced, the borrowers ability to repay the rating agencies' methodologies for ourloan may be impaired. Net operating income of an industry or ccome-producing propertain security types; y can be affected by, among othe ratr thing agens: tenant mix and tenant bankruptcies' ass, successment of the

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geenant busineral sses, properating environty management for financial services companies; our relative positions in the markets in which we decisions, including with respect to capital improvement, particularly in older building structures, property location and condition, compete; our various risk exposurition from comparable types and risk management policies and activities; pending litigation and other conof properties offering the same or similar services, changes in laws that increase operatingencies; our reputation; our liquidity position, diversity of funding sources expenses or limit rents that may be charged, changes in interest rates, and funding costs; in the state of the currentredit markets and expected level and volatthe debt and equity capital markets, including diminished availability of our earnr lack of debt financings; ou for capitommercial positionreal estate, and capy need to address

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environmental management practices; our corporate governance; contamination at the property, the occurrent or future regulatory and legislative initiatives; and ce of any uninsured casualty at the agencies' views on whether the U.S. government would provide meaningful support to uproperty, changes in national, regional or local economic conditions or our subsidiarispecific industry segments, declines in a crisis. Rating agencies could make adjustments to our credit ratings at any time, and there can be no assurancregional or local real estate values, declines in regional or local rental or occupancy rates, increases in real estate that they will maintain our ax rates, tax credits and other operatings at current levels or that downgrad expenses, changes will not occur.

Any downgrade in our credit rin governmental rules, regulatings could potons and fiscal policies, including environmentially adversely affect the cost and otheral legislation, natural disasters, terms upon which we are able to borrow or obtarorism, social unrest and civil disturbances, and adverse changes in fundzoning, increase our cos laws.

In the event of capital and/or limit our access to capital markets. In particular, interest rate spreads on someany default under a mortgage loan held directly by us, we will bear a risk of loss of our corporate floating rate debt are based on our current corporate credit ratings. Iprincipal to the extent of any deficiency between the value of these ratings were to decrease, collateral and the Company would see an increaseprincipal and accrued in the inteterest expense related to theseof the mortgage loans, which could have a material impact to earnings.

Credit rating downgrades or negadverse effect on our cash flow from operative watch warnings could negatively impact our reputatons and limit amounts available for distribution with lento our shareholders, investors and other. In the event of the bankruptcy of a mortgage loan borrower, third parties, which could also impair our abilite mortgage loan to such borrower will be deemed to be secured only to compete in certain markets or engage in certain transactions. In particular, holders of securities or debt instruments may perceive such a downgrade or warnthe extent of the value of the underlying collateral at the time of bankruptcy (as determined by the bankruptcy court), and the lien securing negatively and pursue divestment of all or athe mortgage loan will be subject to the avoidance portionwers of such securitiesthe bankruptcy trustee or debt instruments. While certain aspectsor-in-possession to the extent the lien is unenforceable under state law. Foreclosure of a credit rating downgrade are quantifiable, the impact that sumortgage loan can be an expensive and lengthy process, which a downgrade wocould have on our liquidity, business and results of operations in future periods is inherently uncertain and would depend on a numbera substantial negative effect on our anticipated return on the foreclosed mortgage loan.

In addition, we are exposed to the risk of interrelated factorjudicial proceedings with our borrowers, including, among o bankruptcy or other things, the magnitude of the downgrade, the rating relative to peers, litigation, as a strategy to avoid foreclosure or enforcement of othe rating assigned byr rights by us as a lender or investor. In the relevaevent agency pre-downgrade, individual client behavior and future mitigating actions we might take.

Our investmethat any of the properties or entities underlying or collateralizing our loans or investments experiences or continues to experience any of the other foregoing events in real estate debt face prepayment risk and interest rate fluctuations that mayor occurrences, the value of, and return on, such investments could be reduced, which would adversely affect our results of operations and financial condition.

During periods of dWe may need to foreclining interest rates, a borrower under a ose on certain of the loan may exercise its option to prepay principal earlier than scheduled, forcing the Company tos we originate or acquire, which could result in losses that harm our reinvest the proceeds from such prepayment into potentsults of operations and financially lower yielding securities or loans, which may result in a d condition. We may find it necessary or desirable to forecline in return. Debt investments frequently have call features that allow ose on certain of the loans we originate or acquire, and the borrower to prepforeclosure process may thbe loan at dates prior to its statedengthy and expensive. If we foreclose on an asset, we maturity at a specified price (typically greatery take title to than par) only if ce propertain prescribed conditions are met. An issuer or borrower may choose toy securing that asset, and if we do not or cannot sell the prepay a loan if, for example,operty, we would the issuer or borrower can refinance the debn come to own and operate it at a lower cost due to declis real estate owned. Owning interest rates or an imand operating real provementperty in the credit stvolves risks that are different (anding of the issuer or borrower. In addition, in many ways more significant) the market price of thean the risks faced investments will change in response to changes in interest rates and other factors owning an asset secured by that property. The magnitude of these fluctucosts associated with operations in the marketng and redeveloping a price of debtoperty, investments is generally greater for loans with longer maturities. These changescluding any operating shortfalls and significant capital expenditures, could have an impact on the value of omaterially and adversely affect our investments and have a material impact on earningresults of operations, financial conditions as these investments are carried at fair value.

We will face risks related to our investments in mezzanine nd liquidity.

Whether or not we have participated in the negotiation of the terms of any such loans.

Our mezzanine loans are sec, we cannot assured by a pledge you as to the adequacy of the ownership interestsprotection of the terms of the entiapplicable loan, including the validity or entities that own(s)forceability of the property. These typesloan and the maintenance of assets involvthe a higher degree of risk than long-term senior mortgage lendingnticipated priority and perfection of the applicable secured bity income-producing real property because the loan terests. Furthermore, claims may become unsecur asserted as a result of foreclosuby lenders or borrowers that might interfere by the senior lender. Repaywith enforcement of a mezzanine loan is dependent on the successful operaour rights. Borrowers may resist foreclosure action of the underlys by asserting commercial properties,numerous claims, counterclaims and therefore mezzanine loans are subject to sdefenses against us, including, without limilar consideratations and risks as our investments in operating real estate. In the e, lender liability claims and defenses, event of a bankruptcy of  when the entity providing the pledge of its ownership interests as security, we may not have full recourseassertions may have no basis in fact, in an effort to prolong the assets of such entity, or the assets offoreclosure action and seek to force the entity may not be sufficient to satisfy our mezzaninelender into a modification of the loan or, as the mezzanine loans are generally non-recourse to a favorable buy-out of the borrowers, there is a risk position in that at fe loan. Foreclosure the value of the ownership interest in the entity is less than the carrying value of the investment resultactions in some U.S. states can take several years or more to litigate and may also be time consuming in a charge from and expensive to complete in othe decrease in carrying value of our investment. Additionally, inr U.S. states and foreign jurisdictions in which we do business. At any time prior to or during the event of a fforeclosure of the pledged interestsproceedings, there borrower may not be a robust market file for bankruptcy, which would have the effect of willistaying purchasers to acquithe foreclosure interests in an entity that would be willactions and further delaying to undertake the cure of senior mortgages neforeclosure processary to prevent real property foreclosures. I, and could potentially result in a reduction or discharge of a borrowers defaults on our mezzanine loabt. Foreclosure may create a negative public perception or debt senior to our loan, or in the ef the related property, resulting in a diminution of its value. Event of a borrower bankruptcy, our mezzanine  if we are successful in foreclosing on a loan will be s, the liquidatisfied only after on proceeds upon sale of the senior debt. Thus, while thereunderlying real estate may not be sufficient revenue from the property to service to recover our cost basis in the mortgageloan, resulting in a loan, those revenues may be exhausted before the mezzanine loan is serviced. Tss to us. Furthermore, any costs or delays involved in the same would be true for casualty situforeclosure of the loan or a liquidations. As a result, we may not of the underlying property will further recover some or all of ourduce the net sale proceeds and, therefore, investment. crease any such losses to us.