UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01. | Other Events. |
On July 30, 2025, 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”) to the Equity Distribution Agreement, dated July 29, 2022 (as amended, the “Equity Distribution Agreement”) with J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, BofA Securities, Inc., TD Securities (USA) LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC, as managers (collectively, the “Managers”), JPMorgan Chase Bank, National Association, Morgan Stanley & Co. LLC, Bank of America, N.A., The Toronto-Dominion Bank, Truist Bank and Wells Fargo Bank, National Association, as forward purchasers (collectively, the “Forward Purchasers”), and J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, BofA Securities, Inc., TD Securities (USA) LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC, as forward sellers (collectively, the “Forward Sellers”), pursuant to which the Company may offer 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 at-the-market program prior to such Amendment. 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 provides that shares of common stock to be sold pursuant to the Equity Distribution Agreement will be issued pursuant to a prospectus dated 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 new effective shelf registration statement on Form S-3 (Registration No. 333-289089). Sales of shares of the Company’s common stock through the Managers, if any, will be made in amounts and at times to be determined by the Company from time to time, but the Company has no obligation to sell any of the shares in the offering and may suspend sales in connection with the offering at any time. Actual sales will depend on a variety of factors to be determined by the Company from time to time, including (among others) market conditions, the trading price of the Company’s common shares and determinations by the Company of the appropriate sources of funding for the Company. 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. This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, 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 jurisdiction.
The Equity Distribution Agreement, the Amendment and the form of amendment to the Master Forward Confirmations are filed as Exhibits 1.1, 1.2 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) and are incorporated herein by reference.
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| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
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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.
| PIEDMONT REALTY TRUST, INC. | ||||||
| Date: July 30, 2025 | By: | /s/ Laura P. Moon | ||||
| Name: | Laura P. Moon | |||||
| Title: | Executive Vice President, Chief Accounting Officer and Treasurer | |||||
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