PDM Piedmont Office Realty Trust Inc

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(Mark One)

☒			Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

or

☐			Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to                                  to

 __________________________________________________________

Maryland			58-2328421
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification Number)
5565 Glenridge Connector Ste. 450, Atlanta, Georgia			30342
(Address of principal executive offices)			(Zip Code)

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

Title of each class			Trading Symbol			Name of exchange on which registered
Common Stock, $0.01 par value			PDM			New York Stock Exchange

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company (as defined in Rule 12b-2 of the Exchange Act).

Large accelerated filer  ☒                                  Accelerated filer   ☐

Non-accelerated filer   ☐                                      Smaller reporting company   ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Registrant incorporates by reference portions of the Piedmont Office Realty Trust, Inc. Definitive Proxy Statement for the 2023 Annual Meeting of Stockholders (Items 10, 11, 12, 13, and 14 of Part III) to be filed no later than May 1, 2023.

FORM 10-K

PIEDMONT OFFICE REALTY TRUST, INC.

TABLE OF CONTENTS

PART I.

Page No.

Item 1.

Business

5

Item 1A.

Risk Factors

10

Item 1B.

Unresolved Staff Comments

28

Item 2.

Properties

28

Item 3.

Legal Proceedings

29

Item 4.

Mine Safety Disclosures

29

PART II.

Item 5.

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

30

Item 6.

[Reserved]

32

Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

33

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

46

Item 8.

Financial Statements and Supplementary Data

47

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

47

Item 9A.

Controls and Procedures

47

Item 9B.

Other Information

50

Item 9C.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

50

PART III.

Item 10.

Directors, Executive Officers and Corporate Governance

51

Item 11.

Executive Compensation

51

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

51

Item 13.

Certain Relationships and Related Transactions, and Director Independence

51

Item 14.

Principal Accountant Fees and Services

51

PART IV.

Item 15.

Exhibit and Financial Statement Schedules

52

Signatures

57

•Economic, regulatory, socio-economic (including work from home), technological (e.g. Metaverse, Zoom, etc), and other changes that impact the real estate market generally, the office sector or the patterns of use of commercial office space in general, or the markets where we primarily operate or have high concentrations of Annualized Lease Revenue (“ALR”) (see definition in Item 1. Business of this Annual Report on Form 10-K);

•The impact of competition on our efforts to renew existing leases or re-let space on terms similar to existing leases;

•Lease terminations, lease defaults, lease contractions, or changes in the financial condition of our tenants, particularly by one of our large lead tenants;

•Impairment charges on our long-lived assets or goodwill resulting therefrom;

•The success of our real estate strategies and investment objectives, including our ability to implement successful redevelopment and development strategies or identify and consummate suitable acquisitions and divestitures;

•The illiquidity of real estate investments, including economic changes, such as rising interest rates, which could impact the number of buyers/sellers of our target properties, and regulatory restrictions to which real estate investment trusts ("REITs") are subject and the resulting impediment on our ability to quickly respond to adverse changes in the performance of our properties;

•The risks and uncertainties associated with our acquisition and disposition of properties, many of which risks and uncertainties may not be known at the time of acquisition or disposition;

•Development and construction delays, including the potential of supply chain disruptions, and resultant increased costs and risks;

•Future acts of terrorism, civil unrest, or armed hostilities in any of the major metropolitan areas in which we own properties, or future cybersecurity attacks against any of our properties or our tenants;

•Risks related to the occurrence of cyber incidents, or a deficiency in our cybersecurity, which could negatively impact our business by causing a disruption to our operations, a compromise or corruption of our confidential information, and/or damage to our business relationships;

•Costs of complying with governmental laws and regulations, including environmental standards imposed on office building owners;

•Uninsured losses or losses in excess of our insurance coverage, and our inability to obtain adequate insurance coverage at a reasonable cost;

•Additional risks and costs associated with directly managing properties occupied by government tenants, such as potential changes in the political environment, a reduction in federal or state funding of our governmental tenants, or an increased risk of default by government tenants during periods in which state or federal governments are shut down or on furlough;

•Significant price and volume fluctuations in the public markets, including on the exchange which we listed our common stock;

•Changes in the method pursuant to which the London Interbank Offered Rate ("LIBOR") and the Secured Overnight Financing Rate (“SOFR”) rates are determined and the planned phasing out of United States dollar ("USD") LIBOR after June 2023;

•Changing capital reserve requirements on our lenders and rapidly rising interest rates in the public bond markets could impact our ability to finance properties or refinance existing debt or significantly increase operating/financing costs;

•The effect of future offerings of debt or equity securities on the value of our common stock;

•Additional risks and costs associated with inflation and continuing increases in the rate of inflation, including the possibility of a recession that could negatively impact our operations and the operations of our tenants and their ability to pay rent;

•Uncertainties associated with environmental and regulatory matters;

•Changes in the financial condition of our tenants directly or indirectly resulting from geopolitical developments that could negatively affect important supply chains and international trade, the termination or threatened termination of existing international trade agreements, or the implementation of tariffs or retaliatory tariffs on imported or exported goods;

•The effect of any litigation to which we are, or may become, subject;

•Additional risks and costs associated with owning properties occupied by tenants in particular industries, such as oil and gas, hospitality, travel, co-working, etc., including risks of default during start-up and during economic downturns;

•Changes in tax laws impacting REITs and real estate in general, as well as our ability to continue to qualify as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”), or other tax law changes which may adversely affect our stockholders;

•The future effectiveness of our internal controls and procedures;

•Actual or threatened public health epidemics or outbreaks, such as the COVID-19 pandemic, as well as governmental and private measures taken to combat such health crises, could have a material adverse effect on our business operations and financial results;

•The adequacy of our general reserve related to tenant lease-related assets or the establishment of any other reserve in the future; and

•Other factors, including the risk factors described in Item 1A. of this Annual Report on Form 10-K.

•economic, regulatory, socio-economic or technology changes that impact the real estate market generally, or that could affect patterns of use of commercial office space, such as work-from-home practices and utilization of open workspaces or “co-working” space;

•competition in the leasing market;

•conditions of the office market in general, and of the specific markets in which we operate;

•lease termination or tenant defaults, particularly by one of our significant lead tenants;

•ability of tenants to exercise early termination rights within leases;

•managing properties occupied by governmental tenants;

•adverse market and economic conditions;

•difficulty in identifying and consummating suitable acquisitions that meet our investment criteria;

•future acquisitions of properties may not yield anticipated returns, may disrupt our business, and may strain our resources;

•acquired properties may be located in new, unfamiliar markets;

•illiquidity of real estate investments;

•inability to dispose of properties in a timely or efficient manner;

•development and construction delays;

•our redevelopment and development strategies may not be successful;

•future terrorist attacks;

•cybersecurity incidents and security;

•uninsured losses or losses in excess of our insurance coverage;

•insolvency of our insurance carriers;

•lack of sole decision-making authority for our joint venture investments;

•costs of complying with governmental laws and regulations;

•liability for environmental contamination or adverse environmental conditions in our buildings;

•failure to comply with the Americans with Disabilities Act or similar regulations;

•effects of climate change and actions taken by the government and corporations to transition to a lower-carbon economy;

•loss of key personnel;

•litigation;

•ineffective disclosure controls or internal controls;

•provisions of our organizational documents may have an anti-takeover effect and discourage third parties from seeking change of control transactions;

•limitations in our charter on the number of shares a person may own which may discourage a takeover;

•certain significant actions by our board of directors may be taken without stockholder approval;

•stock issuances may be approved by our board of directors with terms that may subordinate the rights of our common stockholders which may discourage a takeover;

•certain elections by our board of directors could subject us to certain Maryland law limitations on changes in control that could prevent transactions;

•our rights and the rights of our stockholders to recover claims against our board of directors and officers are limited;

•failure to qualify as a REIT;

•changes in tax laws;

•incurring certain tax liabilities;

•differences between the recognition of taxable income and the actual receipt of cash;

•our distributions do not qualify for certain reduced tax rates;

•a re-characterization of transactions may result in lost tax benefits or prohibited transactions;

•adverse changes in state and local tax laws;

•property taxes affecting returns on real estate;

•continuing to incur mortgage or other debt;

•rising interest rates;

•restrictive debt covenants;

•increases in variable-rate debt payments;

•changes in interest rates that impact our interest rate derivative contracts;

•replacement of USD LIBOR with SOFR;

•a downgrade in our credit rating;

•changes in our dividend policy;

•price and volume fluctuations in the public market, including on the New York Stock Exchange;

•future offering of debt securities;

•market interest rates changes and resulting effect on the value of our common stock; and

•securities analysts' coverage of our common stock.

•maintaining local management offices in markets where we have a significant presence;

•offering, or being located near, superior amenities that help our tenants attract and retain their employees;

•maintaining our high quality properties in an environmentally-friendly manner;

•renovating our buildings to maintain their modern appearance and superior operating condition;

•building and cultivating our relationships with commercial real estate executives;

•using creative leasing approaches such as early extensions, lease wrap-arounds and restructurings; and

•utilizing a national buying platform for property management support services to ensure optimal pricing, as well as to consistently implement best practices and achieve sustainability standards.

•owning Class A office properties which are among the most desirable in their respective office sub-markets;

•focusing our portfolio primarily in high growth Sunbelt markets;

•ensuring that our tenants are credit-worthy and represent a broad spectrum of industry types with lease expirations that are laddered over many years;

•maintaining a low leverage structure, utilizing primarily unsecured financing facilities with laddered maturities;

•structuring lease expirations to avoid having multiple leases expire in the same market in a relatively short period of time;

•using our experience to meet the specialized requirements of federal, state and local government agency tenants; and

•utilizing our purchasing power and market knowledge to reduce property operating costs.

•empowering our property teams with the data and tools they need to sustainably manage their buildings

•leveraging industry partnerships with BOMA, Energy Star, the U.S. Green Building Council, and GRESB, to verify and advance the environmental performance of our assets;

•implementing programs that continually improve our environmental performance and manage our climate change risk;

•setting performance targets that demonstrate our commitment to sustainable practices; and

•renovating our properties to reduce operating costs, meet recognized sustainable development standards, and reduce our environmental impact.

To combat the increasing cost of electricity, natural gas, off-site energy sources, water rates, and insurance rates at our properties and to mitigate the transitional and physical risks associated with climate change (See Item 1A. Risk Factors which follow), we have set goals to reduce property energy and water consumption and greenhouse gas emissions and improve landfill diversion rates. To reduce the risk that increasing stringent building and energy codes could increase construction, capital, and maintenance costs, we continue to update our buildings with energy efficient equipment to stay ahead of anticipated future code

We are committed to hiring and supporting a diverse workforce that fosters skilled and motivated people working together to deliver results in support of our core business values. We encourage all employees, tenants, and vendors to mutually respect one another's diversity in order to maintain a cohesive work environment that values fairness and equal treatment. During 2022, we continued our training programs for our employees, managers, and contractors including professional training on workplace harassment and cybersecurity. In addition, employees and managers received diversity, communication, ethics, and safety training. Select managers also received individual management development. We intend to provide an environment that is equitable, unbiased, pleasant, diverse, healthy, comfortable, and free from intimidation, hostilities, or other offenses that might interfere with work performance. We apply this policy to all of our employees, suppliers, and vendors, regardless of their geographic location.

While we believe that we are currently in material compliance with these laws and regulatory requirements, compliance with new laws or regulations or stricter interpretation of existing laws by agencies or the courts may require us to incur material expenditures or may impose additional liabilities on us, including environmental liabilities. In addition, there are various local, state, and federal fire, health, life-safety, and similar regulations with which we may be required to comply, and which may subject us to liability in the form of fines or damages for noncompliance. If we were required to make significant expenditures under applicable regulations, our financial condition, results of operations, cash flows and ability to satisfy our debt service obligations and to pay distributions could be adversely affected. See Item 1A. Risk Factors for further discussion of the risks associated with compliance with regulations and environmental concerns.

As of December 31, 2022, our reportable segments were determined geographically based on the markets in which we have significant investments. We consider geographic location when evaluating our portfolio composition and in assessing the ongoing operations and performance of our properties. See Note 16, Segment Information, to the accompanying consolidated financial statements.

We have contracts with various governmental agencies, exclusively in the form of operating leases in buildings we own. See Item 1A. Risk Factors which follow for further discussion of the risks associated with these contracts.

•changes in the national, regional, or local economic climate, particularly in markets in which we have a concentration of properties;

•local office market conditions such as employment rates and changes in the supply of, or demand for, space in properties similar to those that we own within a particular area;

•changes in the patterns of office or parking garage use due to work-from-home arrangements, or remote work technology (e.g. Metaverse, Zoom, etc) becoming more prevalent or other changes that reduce the demand for office workers or parking spaces generally;

•increased demand for "co-working", open workspaces, or sharing of office space with other companies;

•increased supply of office space due to the conversion of other asset classes such as shopping malls and other retail establishments to office space;

•the attractiveness of our properties to potential tenants and competition from other available properties;

•changes in interest rates and availability of permanent financing sources that may render the sale of a property difficult or unattractive or otherwise reduce returns to stockholders;

•changes in market rental rates and related concessions granted to tenants, including free rent and tenant improvement allowances;

•the financial stability of our tenants or groups of tenants in specific industry sectors (such as the oil and gas, hospitality, travel, retail, and co-working sectors), including bankruptcies, financial difficulties, or lease defaults by our tenants;

•the inability to finance property development or acquisitions on favorable terms;

•changes in operating costs and expenses, including costs for maintenance, insurance, and real estate taxes, and our inability to timely adjust rents in light of such changes;

•the need to periodically fund the costs to repair, renovate, and re-let space;

•earthquakes, tornadoes, hurricanes and other natural disasters, civil unrest, terrorist acts or acts of war, any of which may result in uninsured or under-insured losses;

•changes in, or increased costs of compliance with, governmental regulations, including those governing usage, zoning, the environment, and taxes; and

•significant changes in accounting standards and tax laws.

We currently own six properties in which at least one of the tenants is a federal government agency. Lease agreements with these federal government agencies contain certain provisions required by federal law, which require, among other things, that the lessor or the owner of the property complies with certain rules and regulations, rules and regulations related to anti-kickback procedures, examination of records, audits and records, equal opportunity provisions, prohibitions against segregated facilities, certain executive orders, subcontractor costs or pricing data, and certain provisions intended to assist small businesses. Through one of our wholly-owned subsidiaries, we directly manage properties with federal government agency tenants and, therefore, we are subject to additional risks associated with compliance with all such federal rules and regulations. We face additional risks and costs associated with directly managing properties occupied by government tenants, including an increased risk of default by such tenants during periods in which state or federal governments are shut down or on furlough. There are certain additional requirements relating to the potential application of the Employment Standards Administration’s Office of Federal Contract Compliance Programs and the related requirement to prepare written affirmative action plans applicable to government contractors and subcontractors. Some of the factors used to determine whether such requirements apply to a company that is affiliated with the actual government contractor (the legal entity that is the lessor under a lease with a federal government agency) include whether such company and the government contractor are under common ownership, have common management, and are under common control. One of our wholly-owned subsidiaries is considered a government contractor, increasing the risk that requirements of these equal opportunity provisions, including the requirement to prepare affirmative action plans, may be determined to be applicable to the entire operations of our company.

We review the value of our goodwill on an annual basis and when events or changes in circumstances indicate that the carrying value of goodwill may exceed the estimated fair value of such assets. Such interim events could be adverse changes in legal matters or in the business climate, adverse action or assessment by a regulator, the loss of key personnel, or persistent declines in our stock price below our carrying value. Volatility in the overall market could cause the price of our common stock to fluctuate and cause the carrying value of our company to exceed the estimated fair value. If that occurs, our goodwill could potentially be impaired. Impairment charges recognized in order to reduce our goodwill could materially and adversely affect our results of operations. In conjunction with the performance of our goodwill impairment assessment during the year ended December 31, 2022, we recognized an impairment charge related to our goodwill of approximately $16.0 million. See Note 2 to our accompanying consolidated financial statements for more information.

•we may acquire properties or other real estate-related investments that are not initially accretive to our results upon acquisition or accept lower cash flows in anticipation of longer-term appreciation, and we may not successfully manage and lease those properties to meet our expectations;

•we may not achieve expected cost savings and operating efficiencies;

•we may be unable to quickly and efficiently integrate new acquisitions, particularly acquisitions of portfolios of properties, into our existing operations;

•management attention may be diverted to the integration of acquired properties, which in some cases may turn out to be less compatible with our operating strategy than originally anticipated;

•we may not be able to support the acquired property through one of our existing property management offices and may not successfully open new satellite offices to serve additional markets;

•the acquired properties may not perform as well as we anticipate due to various factors, including changes in macro-economic conditions and the demand for office space; and

•we may acquire properties without any recourse, or with only limited recourse, for liabilities, whether known or unknown, such as clean-up of environmental contamination, unknown/undisclosed latent structural issues or maintenance problems, claims by tenants, vendors or others against the former owners of the properties, and claims for indemnification by general partners, directors, officers, and others indemnified by the former owners of the properties.

•uncertainties associated with zoning, land-use, building, occupancy and other governmental permits and authorizations, as well as, environmental concerns of governmental entities or community groups;

•our builders’ ability to build in conformity with plans, specifications, budgeted costs and timetables;

•delays in completing construction could give tenants the right to terminate pre-construction leases;

•risks associated with making progress payments or other advances to builders before they complete construction;

•unanticipated additional costs related to disputes with existing tenants during redevelopment projects;

•normal lease-up risks relating to newly constructed projects;

•projects with long lead times may increase leasing risk due to changes in market conditions;

•development projects in which we have invested may be abandoned and the related investment will be impaired;

•we may not be able to obtain land on which to develop;

•we may not be able to obtain financing for development projects on favorable terms (if at all);

•construction costs of a project may exceed the original estimates or construction may not be concluded on schedule, making the project less profitable than originally estimated or not profitable at all (including the possibility of errors or omissions in the project's design, contract default, contractor or subcontractor default, performance bond surety default, the effects of local weather conditions, the possibility of local or national strikes and the possibility of shortages in materials, building supplies or energy and fuel for equipment);

•tenants which pre-lease space or contract with us for a build-to-suit project may default prior to occupying the project;

•upon completion of construction, we may not be able to obtain, or obtain on advantageous terms, permanent financing for activities that we financed through construction loans;

•we may not achieve sufficient occupancy levels and/or obtain sufficient rents to make a completed project profitable; and

•in these investments, we may not have exclusive control over the development, financing, leasing, management, and other aspects of the project, which may prevent us from taking actions that are opposed by our joint venture partners;

•joint venture agreements often restrict the transfer of a co-venturer’s interest or may otherwise restrict our ability to sell the interest when we desire or on advantageous terms;

•we may not be in a position to exercise sole decision-making authority regarding the property or joint venture, which could create the potential risk of creating impasses on decisions, such as acquisitions or sales;

•such co-venturer may, at any time, have economic or business interests or goals that are, or that may become, inconsistent with our business interests or goals;

•such co-venturer may be in a position to take action contrary to our instructions, requests, policies or objectives, including our current policy with respect to maintaining our qualification as a REIT;

•the possibility that our co-venturer in an investment might become bankrupt, which would mean that we and any other remaining co-venturers would generally remain liable for the joint venture’s liabilities;

•our relationships with our co-venturers are contractual in nature and may be terminated or dissolved under the terms of the applicable joint venture agreements and, in such event, we may not continue to own or operate the interests or assets underlying such relationship or may need to purchase such interests or assets at a premium to the market price to continue ownership;

•disputes between us and our co-venturers may result in litigation or arbitration that would increase our expenses and prevent our officers and board of directors from focusing their time and efforts on our business and could result in subjecting the properties owned by the applicable joint venture to additional risk; or

•we may, in certain circumstances, be liable for the actions of our co-venturers, and the activities of a joint venture could adversely affect our ability to qualify as a REIT, even though we do not control the joint venture.

•within the limits provided in our charter, prevent the ownership, transfer, or accumulation of stock in order to protect our status as a REIT or for any other reason deemed to be in our best interest and the interest of our stockholders;

•issue additional shares of stock without obtaining stockholder approval, which could dilute the ownership of our then-current stockholders;

•amend our charter to increase or decrease the aggregate number of shares of stock or the number of shares of stock of any class or series that we have authority to issue, without obtaining stockholder approval;

•classify or reclassify any unissued shares of our common or preferred stock and set the preferences, rights and other terms of such classified or reclassified shares, without obtaining stockholder approval;

•employ and compensate affiliates;

•direct our resources toward investments, which ultimately may not appreciate over time;

•change creditworthiness standards with respect to our tenants;

•change our investment or borrowing policies; and

•determine that it is no longer in our best interest to attempt to qualify, or to continue to qualify, as a REIT.

•“business combination” provisions that, subject to limitations, prohibit certain business combinations between us and an “interested stockholder” (defined generally as any person who beneficially owns 10% or more of the voting power of our outstanding voting stock or any affiliate or associate of ours who, at any time within the two-year period prior to the date in question, was the beneficial owner of 10% or more of the voting power of our then outstanding stock) or an affiliate thereof for five years after the most recent date on which the stockholder becomes an interested stockholder and thereafter impose supermajority voting requirements on these combinations; and

•“control share” provisions that provide that “control shares” of our company (defined as shares which, when aggregated with other shares controlled by the stockholder, except solely by virtue of a revocable proxy, entitle the stockholder to exercise one of three increasing ranges of voting power in electing candidates for the board of directors) acquired in a “control share acquisition” (defined as the direct or indirect acquisition of ownership or control of “control shares”) have no voting rights except to the extent approved by our stockholders by the affirmative vote of at least two-thirds of all the votes entitled to be cast on the matter, excluding all interested shares.

New legislation, regulations, administrative interpretations or court decisions could change the tax laws or interpretations of the tax laws regarding qualification as a REIT, or the federal income tax consequences of that qualification, in a manner that is materially adverse to our stockholders. In particular, the Tax Cuts and Jobs Act ("H.R. 1"), which was effective for us for tax year 2018, made many significant changes to the U.S. federal income tax laws. A number of the changes that affected noncorporate taxpayers will expire at the end of 2025 unless Congress acts to extend them. These changes impacted us, our stockholders, and our tenants in various ways and the IRS continues to issue clarifying guidance with respect to certain of the provisions of H.R. 1, any of which may be adverse or potentially adverse compared to prior law. Additional changes to tax laws are likely to continue to occur in the future. Accordingly, there is no assurance that we can continue to operate with the current benefits of our REIT status or that a change to the tax laws will not adversely affect the taxation of our stockholders. If there is a change in the tax laws that prevents us from qualifying as a REIT, that eliminates REIT status generally, or that requires REITs generally to pay corporate level income taxes, our results of operations may be adversely affected and we may not be able to make the same level of distributions to our stockholders, and changes to the taxation of our stockholders could have an adverse effect on an investment in our common stock. Investors are urged to consult with their own tax advisor with respect to the impact of recent legislation on ownership of shares and the status of legislative, regulatory, or administrative developments and proposals, and their potential effect on ownership of shares.

As of December 31, 2022, our $250 Million Unsecured 2018 Term Loan had interest rate payments determined based on LIBOR. In addition, we currently have interest rate swaps with a notional value of $100 million that also use LIBOR as a reference rate. Even if our financial instruments are successfully transitioned to SOFR, the interest rate payments determined using SOFR may differ from what such interest rate payments would have been using LIBOR, and the interest expense associated with our $250 Million Unsecured 2018 Term Loan may increase relative to what such interest expense would have been had LIBOR continued to have been used as the reference rate. Additionally, SOFR may not align with our assets, liabilities, and hedging instruments, which could reduce the effectiveness of certain of our interest rate hedges, and could cause increased volatility in our earnings. We may also incur expenses to amend and adjust our indebtedness and swaps to eliminate any differences caused by the replacement of LIBOR with SOFR. Any of these occurrences could materially and adversely affect our borrowing costs, business and results of operations.

•cash available for distribution;

•our results of operations and anticipated future results of operations;

•our financial condition, especially in relation to our anticipated future capital needs of our properties;

•the level of reserves we establish for future capital expenditures;

•the distribution requirements for REITs under the Code;

•the level of distributions paid by comparable listed REITs;

•our operating expenses; and

•other factors our board of directors deems relevant.

•changes in the perceived demand for office space;

•actual or anticipated variations in our quarterly operating results;

•changes in our earnings estimates or publication of research reports about us or the real estate industry, although no assurance can be given that any research reports about us will be published or the accuracy of such reports;

•changes in our dividend policy;

•future sales of substantial amounts of our common stock by our existing or future stockholders;

•increases in market interest rates, which may lead purchasers of our stock to demand a higher yield;

•changes in market valuations of similar companies;

•adverse market reaction to any increased indebtedness we incur in the future;

•additions or departures of key personnel;

•actions by institutional stockholders;

•material, adverse litigation judgments;

•speculation in the press or investment community;

•general market and economic conditions; and

•the realization of any of the other risk factors described in this report.

As of December 31, 2022, we owned interests in 51 in-service office properties, with over two-thirds of our ALR generated from our properties located primarily in major U.S. Sunbelt markets. As of December 31, 2022 and 2021, our in-service portfolio was 86.7% and 85.5% leased, respectively, with an average lease term remaining as of each period end of approximately six years and an average lease size of 15,000 square feet. No tenant accounts for more than 5% of our ALR.

Location						Annualized Lease Revenue (in thousands)						Rentable Square Feet (in thousands)									Percentage of Annualized Lease Revenue (%)						Percent Leased (%)
Atlanta						$	150,082					4,717									27.0						85.4
Dallas						105,775						3,524									19.1						82.0
Washington, D.C./Northern Virginia						67,353						1,620									12.1						79.4
Minneapolis						66,378						2,104									12.0						92.1
Orlando						57,756						1,764									10.4						95.3
New York						47,132						1,045									8.5						86.4
Boston						41,684						1,270									7.5						90.9
Other (1)						19,132						614									3.4						91.2
						$	555,292					16,658									100.0						86.7

(1)Includes 1430 Enclave Parkway and Enclave Place in Houston, Texas.

Year of Lease Expiration						Annualized Lease Revenue (in thousands)												Percentage of Annualized Lease Revenue (%)
2023						40,507												7.3
2024						70,434												12.7
2025						66,082												11.9
2026						59,821												10.8
2027						54,486												9.8
2028						66,743												12.0
2029						39,186												7.1
2030						24,224												4.4
2031						23,070												4.1
2032						22,391												4.0
2033						10,347												1.9
2034						15,581												2.8
Thereafter						62,420												11.2
						$	555,292											100.0

As of December 31, 2022, only 1180 Peachtree Street in Atlanta, Georgia was held as collateral for debt, and there were no properties subject to underlying ground leases. Refer to Schedule III listed in the index of Item 15(a) of this report, for further details regarding our properties as of December 31, 2022.

			As of the year ended December 31,
			2017			2018			2019			2020			2021			2022
Piedmont Office Realty Trust, Inc.			$	100.00		$	90.90		$	123.55		$	94.55		$	112.15		$	59.72
FTSE NAREIT Equity Office			$	100.00		$	85.50		$	112.36		$	91.65		$	111.81		$	69.75
FTSE NAREIT Equity REITs			$	100.00		$	95.38		$	120.17		$	110.56		$	158.36		$	119.78
S&P 500			$	100.00		$	95.62		$	125.72		$	148.85		$	191.58		$	156.89

(c)    There were no repurchases of shares of our common stock during the fourth quarter of 2022. As of December 31, 2022 approximately $150.5 million remains available under our board-authorized stock repurchase program to make share repurchases through February 2024, at the discretion of management.

			December 31, 2022						December 31, 2021
Capital expenditures for redevelopment/renovations			$	57,788					$	53,790
Other capital expenditures, including building and tenant improvements			63,571						68,836
Total capital expenditures (1)			$	121,359					$	122,626

(1)Of the total amounts paid, approximately $7.2 million and $6.3 million related to soft costs such as capitalized interest, payroll, and other general and administrative expenses for the year ended December 31, 2022 and 2021, respectively.

Piedmont recognized net income applicable to common stockholders for the year ended December 31, 2022 of $146.8 million, or $1.19 per diluted share, as compared with net loss applicable to common stockholders of $1.2 million, or $0.01 per diluted share, for the year ended December 31, 2021. The year ended December 31, 2022 included approximately $151.7 million of gain on the sales of real estate assets as well as increased revenues due to rental rate increases across the portfolio, offset by $26.0 million in non-cash impairment charges related to reductions in our carrying value of goodwill and one real estate asset. The year ended December 31, 2021 included a $41.0 million non-cash impairment charge related to the subsequent sale of our last remaining Chicago asset (see Note 7 to our accompanying consolidated financial statements).

			December 31, 2022						% of Revenues						December 31, 2021						% of Revenues						Variance
Revenue:
Rental and tenant reimbursement revenue			$	545.7											$	514.6											$	31.1
Property management fee revenue			1.7												2.5												(0.8)
Other property related income			16.4												11.6												4.8
Total revenues			563.8						100		%				528.7						100		%				35.1
Expense:
Property operating costs			226.1						40		%				210.9						40		%				15.2
Depreciation			133.6						24		%				120.6						23		%				13.0
Amortization			90.9						16		%				86.0						16		%				4.9
Impairment losses			26.0						4		%				41.0						8		%				(15.0)
General and administrative			29.1						5		%				30.3						5		%				(1.2)
			505.7												488.8												16.9
Other income (expense):
Interest expense			(65.7)						12		%				(51.3)						10		%				(14.4)
Other income			2.7						—		%				10.2						2		%				(7.5)
Gain on sale of real estate assets			151.7						27		%				—						—		%				151.7
Net income/(loss)			$	146.8					26		%				$	(1.2)					—		%				$	148.0

During the year ended December 31, 2022, we recognized a non-cash impairment loss on real estate assets of approximately $10.0 million related to a change in hold period assumptions for one of our Minneapolis properties. See Note 7 to our accompanying consolidated financial statements for additional details. Also, during the year ended December 31, 2022, due to the decline of the stock market and our stock price, we recognized a non-cash impairment loss related to goodwill of approximately $16.0 million for the year ended December 31, 2022. See Note 2 to our accompanying consolidated financial statements for further details. During the year ended December 31, 2021, we recognized a non-cash impairment loss on real estate assets of approximately $41.0 million related to a change in hold period assumptions for our last remaining Chicago asset, which was subsequently sold during the year ended December 31, 2022.

Piedmont, through its wholly-owned subsidiary Piedmont OP (the "Issuer"), has issued senior unsecured notes payable of $350 million that mature in 2023, $400 million that mature in 2024, and two separate issuances of $300 million, that mature in 2030 and 2032 respectively, (collectively, the "Notes"). The Notes are senior unsecured obligations of Piedmont OP, rank equally in right of payment with all of Piedmont OP's other existing and future senior unsecured indebtedness, and would be effectively subordinated in right of payment to any of Piedmont OP’s future mortgage or other secured indebtedness (to the extent of the value of the collateral securing such indebtedness) and to all existing and future indebtedness and other liabilities of Piedmont OP’s subsidiaries, whether secured or unsecured.

Pursuant to Rule 13-01 of Regulation S-X, Guarantors and Issuers of Guaranteed Securities Registered or Being Registered, the following tables present summarized financial information for Piedmont OP as Issuer and Piedmont Office Realty Trust, Inc. as Guarantor on a combined basis after elimination of (i) intercompany transactions and balances among the Issuer and the Guarantor and (ii) equity in earnings from and investments in any subsidiary that is a non-Guarantor (in thousands):

Combined Balances of Piedmont OP and Piedmont Office Realty Trust, Inc. as Issuer and Guarantor, respectively			As of December 31, 2022						As of  December 31, 2021
Due from non-guarantor subsidiary			$	900					$	900
Total assets			$	325,884					$	352,788
Total liabilities			$	1,845,551					$	1,945,846
									For the Year Ended December 31, 2022
Total revenues									$	52,800
Net loss									$	(16,149)

further investment in these markets. These two properties are included in "Other" below. See Note 16 to the accompanying consolidated financial statements for additional information and a reconciliation of Net income/(loss) applicable to Piedmont to Net Operating Income ("NOI").

			Years Ended December 31,
			2022						2021
Atlanta			$	82,878					$	62,772
Dallas			62,444						66,155
Washington, D.C./Northern Virginia			39,994						36,914
Boston			39,101						45,587
Orlando			35,327						33,449
Minneapolis			31,886						32,538
New York			31,252						30,049
Total reportable segments			322,882						307,464
Other			14,685						10,163
Total NOI			$	337,567					$	317,627

			2022						Per Share (1)						2021						Per Share(1)						2020						Per Share(1)
GAAP net income/(loss) applicable to common stock			$	146,830					$	1.19					$	(1,153)					$	(0.01)					$	232,688					$	1.85
Depreciation of real assets			132,849						1.07						119,629						0.96						109,326						0.86
Amortization of lease-related costs			90,891						0.74						85,946						0.69						93,242						0.74
Impairment losses			25,981						0.21						41,000						0.33						—						—
Gain on sale of real estate assets			(151,729)						(1.23)						—						—						(205,666)						(1.63)
NAREIT Funds From Operations applicable to common stock			$	244,822					$	1.98					$	245,422					$	1.97					$	229,590					$	1.82
Adjustments:
Severance costs associated with fourth quarter 2022 management reorganization			2,248						0.02						—						—						—						—
Loss on extinguishment of debt			—						—						—						—						9,336						0.07
Core Funds From Operations applicable to common stock			$	247,070					$	2.00					$	245,422					$	1.97					$	238,926					$	1.89
Adjustments:
Amortization of debt issuance costs, fair market adjustments on notes payable, and discounts on debt			3,389												2,857												2,833
Depreciation of non real estate assets			728												949												1,216
Straight-line effects of lease revenue			(11,230)												(10,566)												(22,601)
Stock-based compensation adjustments			4,833												7,924												7,014
Amortization of lease-related intangibles			(13,426)												(11,290)												(12,284)
Non-incremental capital expenditures (2)			(53,324)												(75,162)												(77,682)
Adjusted Funds From Operations applicable to common stock			$	178,040											$	160,134											$	137,422
Weighted-average shares outstanding – diluted			123,524												124,455						(3)						126,104

(1)Based on weighted-average shares outstanding—diluted.

(2)We define non-incremental capital expenditures as capital expenditures of a recurring nature related to tenant improvements, leasing commissions, and building capital that do not incrementally enhance the underlying assets' income generating capacity. Tenant improvements, leasing commissions, building capital and deferred lease incentives incurred to lease space that was vacant at acquisition, leasing costs for spaces vacant for greater than one year, leasing costs for spaces at newly acquired properties for which in-place leases expire shortly after acquisition, improvements associated with the expansion of a building, and renovations that either enhance the rental rates of a building or change the property's underlying classification, such as from a Class B to a Class A property, are excluded from this measure.

(3)Includes potential dilution under the treasury stock method that would occur if our remaining unvested and potential stock awards vested and resulted in additional common shares outstanding. Such shares are not included when calculating net loss per diluted share applicable to Piedmont for the year ended December 31, 2021 as they would reduce the loss per share presented.

			Cash Basis												Accrual Basis
			December 31, 2022						December 31, 2021						December 31, 2022						December 31, 2021
Net income/(loss) applicable to Piedmont (GAAP basis)			$	146,830					$	(1,153)					$	146,830					$	(1,153)
Net loss applicable to noncontrolling interest			—						(14)						—						(14)
Interest expense			65,656						51,292						65,656						51,292
Depreciation			133,577						120,578						133,577						120,578
Amortization			90,891						85,946						90,891						85,946
Depreciation and amortization attributable to noncontrolling interests			85						84						85						84
Impairment losses			25,981						41,000						25,981						41,000
Gain on sale of real estate assets			(151,729)						—						(151,729)						—
EBITDAre(1)			311,291						297,733						311,291						297,733
Severance costs associated with fourth quarter 2022 management reorganization			2,248						—						2,248						—
Core EBITDA(2)			313,539						297,733						313,539						297,733
General & administrative expenses			26,879						30,252						26,879						30,252
Management fee revenue(3)			(1,004)						(1,269)						(1,004)						(1,269)
Other income			(1,847)						(9,089)						(1,847)						(9,089)
Non-cash general reserve/(reversal) for uncollectible accounts			(3,000)						(553)
Straight-line rent effects of lease revenue			(11,230)						(10,566)
Straight-line effects of lease revenue attributable to noncontrolling interests			(10)						3
Amortization of lease-related intangibles			(13,426)						(11,290)
Property NOI			309,901						295,221						337,567						317,627
Net operating (income)/loss from:
Acquisitions(4)			(18,720)						(2,460)						(27,055)						(3,273)
Dispositions(5)			(10,714)						(17,572)						(10,826)						(18,400)
Other investments(6)			763						841						651						1,067
Same Store NOI			$	281,230					$	276,030					$	300,337					$	297,021
Change period over period in Same Store NOI			1.9		%				N/A						1.1		%				N/A

(1)We calculate Earnings Before Interest, Taxes, Depreciation, and Amortization- Real Estate ("EBITDAre") in accordance with the current NAREIT definition. NAREIT currently defines EBITDAre as net income (computed in accordance with GAAP) adjusted for gains or losses from sales of property, impairment losses, depreciation on real estate assets, amortization on real estate assets, interest expense and taxes, along with the same adjustments for joint ventures. Some of the adjustments mentioned can vary among owners of identical assets in similar conditions based on historical cost accounting and useful-life estimates. EBITDAre is a non-GAAP financial measure and should not be viewed as an alternative to net income calculated in accordance with GAAP as a measurement of our operating performance. We believe that EBITDAre is helpful to investors as a supplemental performance measure because it provides a metric for understanding our results from ongoing operations without taking into account the effects of non-cash expenses (such as depreciation and amortization) and capitalization and capital structure expenses (such as interest

expense and taxes). We also believe that EBITDAre can help facilitate comparisons of operating performance between periods and with other REITs. However, other REITs may not define EBITDAre in accordance with the NAREIT definition, or may interpret the current NAREIT definition differently than us; therefore, our computation of EBITDAre may not be comparable to that of such other REITs.

(2)We calculate Core Earnings Before Interest, Taxes, Depreciation, and Amortization ("Core EBITDA") as net income (computed in accordance with GAAP) before interest, taxes, depreciation and amortization and removing any impairment losses, gains or losses from sales of property and other significant infrequent items that create volatility within our earnings and make it difficult to determine the earnings generated by our core ongoing business. Core EBITDA is a non-GAAP financial measure and should not be viewed as an alternative to net income calculated in accordance with GAAP as a measurement of our operating performance. We believe that Core EBITDA is helpful to investors as a supplemental performance measure because it provides a metric for understanding the performance of our results from ongoing operations without taking into account the effects of non-cash expenses (such as depreciation and amortization), as well as items that are not part of normal day-to-day operations of our business. Other REITs may not define Core EBITDA in the same manner as us; therefore, our computation of Core EBITDA may not be comparable to that of other REITs.

(3)Presented net of related operating expenses incurred to earn such management fee revenue.

(4)Acquisitions include 999 Peachtree Street, purchased during the fourth quarter of 2021, and 1180 Peachtree Street, purchased during the third quarter of 2022, both located in Atlanta, Georgia.

(5)Dispositions include Two Pierce Place in Itasca, Illinois and 225 and 235 Presidential Way in Woburn, Massachusetts, all sold during the first quarter of 2022, and One Brattle Square and 1414 Massachusetts Avenue in Cambridge, Massachusetts, sold in the fourth quarter of 2022.

(6)Other investments consist of active redevelopment and development projects, land, and recently completed redevelopment and development projects for which some portion of operating expenses were capitalized during the current and/or prior year reporting periods. The operating results from 222 South Orange Avenue in Florida are included in this line item.

•whether the tenant is obligated by the terms of the lease agreement to construct or install the leasehold improvements as a condition of the lease;

•whether the landlord can require the lessee to make specified improvements or otherwise enforce its economic rights to those assets;

•whether the tenant is required to provide the landlord with documentation supporting the cost of tenant improvements prior to reimbursement by the landlord;

•whether the landlord is obligated to fund cost overruns for the construction of leasehold improvements;

•whether the leasehold improvements are unique to the tenant or could reasonably be used by other parties; and

•whether the estimated economic life of the leasehold improvements is long enough to allow for a significant residual value that could benefit the landlord at the end of the lease term.

There were no related-party transactions during the three years ended December 31, 2022, other than a consulting agreement with our former Chief Investment Officer, who retired effective June 30, 2017, and remained a consultant for us until June 30, 2020, earning $18,500 per month. During the years ended December 31, 2022, 2021, and 2020, Piedmont recognized approximately $0, $0, and $0.1 million, respectively, of expense related to this consulting agreement.

			2023						2024						2025						2026						2027						Thereafter						Total
Maturing debt:
Variable rate repayments			$	—					$	200,000		(2)			$	—					$	—					$	—					$	—					$	200,000
Variable rate average interest rate (1)			—		%				5.42		%				—		%				—		%				—		%				—		%				5.42		%
Fixed rate repayments			$	350,000					$	400,000					$	250,000		(3)			$	—					$	—					$	797,000					$	1,797,000
Fixed rate average interest rate (1)			3.40		%				4.45		%				4.54		%				—		%				—		%				3.23		%				3.72		%

(1)See Note 4 to our accompanying consolidated financial statements for further details on our debt structure.

(2)We may extend the term for six additional months to a final extended maturity date of June 18, 2025, provided we are not then in default and all representations and warranties are true and correct in all material respects and upon payment of extension fees.

(3)Includes the $250 Million Unsecured 2018 Term Loan. The facility has a stated variable rate; however, Piedmont's interest rate swap agreements as of December 31, 2022 effectively fix, exclusive of changes to Piedmont's credit rating, the full principal balance to 4.54% through the maturity date of the loan.

The financial statements and supplementary data filed as part of this report are set forth beginning on page F-1 of this report.

•pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and disposition of our assets;

•provide reasonable assurance that the transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of management and/or members of the board of directors; and

•provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.

Our management has assessed the effectiveness of our internal control over financial reporting at December 31, 2022. To make this assessment, we used the criteria for effective internal control over financial reporting described in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, our management believes that, as of December 31, 2022, our system of internal control over financial reporting was effective.

We have audited the internal control over financial reporting of Piedmont Office Realty Trust, Inc. and subsidiaries (the “Company”) as of December 31, 2022, based on criteria established in Internal Control —Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

(a)    1.        The financial statements begin on page F-4 of this Annual Report on Form 10-K. The following financial statements of the Registrant, together with the applicable report of independent registered public accounting firm, are filed as part of this report:

Financial Statements			Page
Report of Independent Registered Public Accounting Firm (PCAOB Firm # 34)			F-2
Consolidated Balance Sheets as of December 31, 2022 and 2021			F-4
Consolidated Statements of Operations for the Years December 31, 2022, 2021, and 2020			F-5
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2022, 2021, and 2020			F-6
Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2022, 2021, and 2020			F-7
Consolidated Statements of Cash Flows for the Years Ended December 31, 2022, 2021, and 2020			F-8
Notes to Consolidated Financial Statements			F-9

Information with respect to this item begins on page S-1 of this Annual Report on Form 10-K. Other schedules are omitted because of the absence of conditions under which they are required or because the required information is given in the financial statements or notes thereto.

Exhibit Number						Description of Document
3.1						Third Articles of Amendment and Restatement of Piedmont Office Realty Trust, Inc. (the "Company") (incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2009, filed on March 16, 2010)
3.2						Articles of Amendment of the Company effective June 30, 2011 (incorporated by reference to Exhibit 3.2 to the Company's Current Report on Form 8-K filed on July 6, 2011)
3.3						Articles Supplementary of the Company effective June 30, 2011 (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on July 6, 2011)
3.4						Articles Supplementary to the Third Articles of Amendment and Restatement of the Company, as supplemented and amended (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K, filed on November 14, 2016)
3.5						Articles of Amendment to the Third Articles of Amendment and Restatement of the Company, as supplemented and amended (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K, filed on May 23, 2018)
3.6						Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K, filed on March 19, 2019)
4.1						Indenture, dated May 9, 2013, by and among Piedmont Operating Partnership, LP (the "Operating Partnership"), the Company and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K, filed on May 13, 2013)
4.2						Form of 3.40% Senior Notes due 2023 (included in Exhibit 4.1 hereto)
4.3						Indenture, dated March 6, 2014, by and among the Operating Partnership, Piedmont Office Realty Trust, Inc. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K, filed on March 6, 2014)
4.4						Supplemental Indenture, dated March 6, 2014, by and among the Operating Partnership, Piedmont Office Realty Trust, Inc. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K, filed on March 6, 2014)

4.5						Form of 4.450% Senior Notes due 2024 (included in Exhibit 4.2 hereto)
4.6						Supplemental Indenture, dated August 12, 2020, by and among Piedmont Operating Partnership, LP, Piedmont Office Realty Trust, Inc. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed on August 12, 2020)
4.7						Form of 3.150% Senior Notes due 2030 (included in Exhibit 4.1) (incorporated by reference to Exhibit 4.3 to the Company's Current Report on Form 8-K filed on August 12, 2020)
4.8						Description of Securities registered pursuant to Section 12 of the Exchange Act (incorporated by reference to Exhibit 4.15 to the Company's Annual Report on Form 10-K for the year ended December 31, 2019, filed on February 19, 2020)
4.9						Supplemental Indenture, dated as of September 20, 2021, by and among Piedmont Operating Partnership, LP, Piedmont Office Realty Trust, Inc. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K, filed on September 20, 2021)
4.10						Form of 2.75% Senior Notes due 2023 (included in Exhibit 4.9)
10.1						Amended and Restated Agreement of Limited Partnership of the Operating Partnership, dated January 1, 2000 (incorporated by reference to Exhibit 10.64 to the Company's Annual Report on Form 10-K for the year ended December 31, 2000, filed on March 28, 2001)
10.2						Amendment to Agreement of Limited Partnership of the Operating Partnership, as Amended and Restated as of January 1, 2000, dated April 16, 2007 (incorporated by reference to Exhibit 99.8 to the Company’s Current Report on Form 8-K, filed on April 20, 2007)
10.3						Amendment to Second Amended and Restated Agreement of Limited Partnership of the Operating Partnership, as Amended and Restated as of January 1, 2000, dated August 8, 2007 (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K, filed on August 10, 2007)
10.4						Amended and Restated Dividend Reinvestment Plan of the Company adopted February 24, 2011 (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K, filed on February 24, 2011)
10.5*						The Piedmont Office Realty Trust, Inc. Executive Nonqualified Deferred Compensation Plan dated December 5, 2013 (incorporated by reference to Exhibit 10.39 to the Company's Annual Report on Form 10-K for the year ended December 31, 2013, filed on February 18, 2014)
10.6*						The Piedmont Office Realty Trust, Inc. Executive Nonqualified Deferred Compensation Plan Adoption Agreement dated December 5, 2013 (incorporated by reference to Exhibit 10.40 to the Company's Annual Report on Form 10-K for the year ended December 31, 2013, filed on February 18, 2014)
10.7*						Employment Agreement dated April 16, 2007, by and between the Company and Robert E. Bowers (incorporated by reference to Exhibit 99.9 to the Company’s Current Report on Form 8-K, filed on April 20, 2007)
10.8*						Employment Agreement dated May 14, 2007, by and between the Company and Laura P. Moon (incorporated by reference to Exhibit 99.3 to the Company’s Current Report on Form 8-K, filed on May 14, 2007)
10.9*						Offer Letter Dated October 17, 2012 among the Company and Robert K. Wiberg (incorporated by reference to Exhibit 10.41 to the Company's Annual Report on Form 10-K for the year ended December 31, 2012, filed on February 27, 2013)
10.10*						Employment Agreement dated January 1, 2019, by and between the Company and Christopher Kollme (incorporated by reference to Exhibit 10.31 to the Company's Annual Report on Form 10-K for the year ended December 31, 2018, filed on February 20, 2019)
10.11*						Employment Agreement, dated as of March 19, 2019, between the Company and C. Brent Smith (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K, filed on March 19, 2019)
10.12*						Consulting Agreement, dated as of November 28, 2016, by and between the Company and Raymond L. Owens (incorporated by reference to Exhibit 10.29 to the Company's Annual Report on Form 10-K for the year ended December 31, 2016, filed on February 21, 2017)
10.13*						Confidential Retirement Agreement and General Release, dated as of November 28, 2016, by and between the Company and Raymond L. Owens (incorporated by reference to Exhibit 10.30 to the Company's Annual Report on Form 10-K for the year ended December 31, 2016, filed on February 21, 2017)

10.14						Amended and Restated Term Loan Agreement Dated as Of September 28, 2018 by and among Piedmont Operating Partnership, LP, as Borrower, Piedmont Office Realty Trust, Inc., as Parent, JPMorgan Chase Bank, N.A., and SunTrust Robinson Humphrey, Inc., as Co-Lead Arrangers and Book Managers, JPMorgan Chase Bank, N.A., as Administrative Agent, SunTrust Bank as Syndication Agent, and the other financial institutions initially signatory thereto and their assignees (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on October 2, 2018)
10.15*						Piedmont Office Realty Trust, Inc. Amended and Restated 2007 Omnibus Incentive Plan (incorporated by reference to Appendix A to the Company's Proxy Statement for its 2017 Annual Meeting of Stockholders filed with the Commission on March 22, 2017)
10.16*						Amendment Number Three to the Piedmont Office Realty Trust, Inc. Long-Term Incentive Program effective May 2, 2017 (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2017, filed on August 2, 2017)
10.17*						Form of Employee Deferred Stock Award Agreement for Amended and Restated 2007 Omnibus Incentive Plan of the Company effective May 2, 2017 (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2017, filed on August 2, 2017)
10.18						Term Loan Agreement, dated as of March 29, 2018, by and among Piedmont Operating Partnership, LP, as Borrower, Piedmont Office Realty Trust, Inc., as Parent, U.S. Bank National Association, PNC Capital Markets LLC, and SunTrust Robinson Humphrey, Inc., as Joint Lead Arrangers and Joint Book Runners, U.S. Bank National Association, as Administrative Agent, PNC Bank, National Association and SunTrust Bank as Syndication Agents, and the other banks signatory thereto as Lenders (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed April 3, 2018)
10.19						Amendment No. 1, dated as of September 28, 2018, to the Term Loan Agreement between Piedmont Operating Partnership, LP, as Borrower and U.S. Bank National Association as Administrative Agent dated as of March 29, 2018 (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2018, filed on October 30, 2018)
10.20						Amendment No. 2, dated as of March 3, 2020, to the Term Loan Agreement dated March 29, 2018, between Piedmont Operating Partnership, LP, as Borrower and U.S. Bank National Association as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020, filed on April 29, 2020)
10.21						Revolving Credit Agreement Dated as of September 28, 2018 by and among Piedmont Operating Partnership, LP, as Borrower, Piedmont Office Realty Trust, Inc., as Parent, JPMorgan Chase Bank, N.A., SunTrust Robinson Humphrey, Inc., U.S. Bank National Association and PNC Capital Markets LLC, as Joint Lead Arrangers and Joint Bookrunners, JPMorgan Chase Bank, N.A., as Administrative Agent, SunTrust Bank, U.S. Bank National Association and PNC Bank, National Association, as Syndication Agents, Bank Of America, N.A., BMO Harris Bank, N.A., Branch Banking and Trust Company, Morgan Stanley Senior Funding, Inc., TD Bank, N.A., The Bank Of Nova Scotia and Wells Fargo Bank, N.A. as Documentation Agents, and the other financial institutions initially signatory thereto and their assignees (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed October 2, 2018)
10.22*						Form of Employee Deferred Stock Award Agreement for Amended and Restated 2007 Omnibus Incentive Plan of the Company effective February 19, 2020 (incorporated by reference to Exhibit 10.33 to the Company's Annual Report on Form 10-K for the year ended December 31, 2019, filed on February 19, 2020)
10.23*						Form of Director Deferred Stock Award Agreement for Amended and Restated 2007 Omnibus Incentive Plan of the Company effective February 19, 2020 (incorporated by reference to Exhibit 10.34 to the Company's Annual Report on Form 10-K for the year ended December 31, 2019, filed on February 19, 2020)
10.24						Purchase and Sale Agreement Between SPUS7 Galleria, LP, as Seller and Piedmont Dallas Galleria, LLC, as Purchaser (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed February 12, 2020)
10.25						Term Loan Agreement, dated February 10, 2020, by and among Piedmont Operating Partnership, LP, as Borrower, Piedmont Office Realty Trust, Inc. as Parent, Suntrust Robinson Humphrey, Inc., as Lead Arranger and Book Manager, Truist Bank, as Administrative Agent, and the other financial institutions initially signatory hereto and their assignees as Lenders (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on February 12, 2020)