As filed with the Securities and Exchange Commission on May 12, 2026
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Piedmont Realty Trust, Inc.
(Exact name of Registrant as specified in its charter)
| Maryland | 58-2328421 | |
| (State or other jurisdiction of incorporation or organization) |
(IRS Employer Identification No.) | |
| 5565 Glenridge Connector Ste. 450 Atlanta, Georgia |
30342 | |
| (Address, including zip code, of Registrant’s principal executive offices) |
(Zip Code) | |
PIEDMONT REALTY TRUST, INC.
THIRD AMENDED AND RESTATED OMNIBUS INCENTIVE PLAN
(Full title of the plan)
Sherry L. Rexroad
Executive Vice President, Chief Financial Officer
Piedmont Realty Trust, Inc.
5565 Glenridge Connector, Ste. 450
Atlanta, Georgia 30342
(770) 418-8800
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Keith M. Townsend
King & Spalding LLP
1180 Peachtree St. N.E.
Atlanta, GA 30309
(404) 572-4600
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. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
| 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 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
On May 12, 2026, at the 2026 Annual Meeting of Stockholders of Piedmont Realty Trust, Inc. (the “Registrant”), the Registrant’s stockholders approved the Registrant’s Third Amended and Restated Omnibus Incentive Plan (the “Amended Incentive Plan”), which amends and restates the Second Amended and Restated 2007 Omnibus Incentive Plan (the “Incentive Plan”), that the Registrant’s board of directors had previously approved, subject to such stockholder approval. This Registration Statement is being filed to register an additional 5,000,000 shares of the Registrant’s common stock, $0.01 par value per share (the “Common Stock”), issuable to eligible directors, officers, employees and key consultants of the Registrant and its subsidiaries under the Amended Incentive Plan. Accordingly, the contents of the previous Registration Statements on Form S-8 (File Nos. 333-279192, 333-256710 and 333-218087) filed by the Registrant with the U.S. Securities and Exchange Commission (the “Commission”) on May 7, 2024, June 2, 2021, and May 18, 2017 (the “Prior Registration Statements”) relating to the Incentive Plan are incorporated by reference into this Registration Statement pursuant to General Instruction E of Form S-8. In accordance with the instructional note to Part I of Form S-8 promulgated by the Commission, the information specified by Part I of Form S-8 has been omitted from this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Registrant with the Commission under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated by reference in this Registration Statement:
| (1) | Annual Report on Form 10-K of the Registrant for the fiscal year ended December 31, 2025, filed with the Commission on February 17, 2026, including portions of Registrant’s proxy statement for the 2026 Annual Meeting of Stockholders (as supplemented) to the extent specifically incorporated by reference therein. |
| (2) | Quarterly Report on Form 10-Q of the Registrant for the quarter ended March 31, 2026, filed with the Commission on April 30, 2026. |
| (3) | Current Reports on Form 8-K of the Registrant, filed with the Commission on February 3, 2026 and May 12, 2026. |
| (4) | The description of the Registrant’s Common Stock contained in the Registration Statement on Form 8-A of the Registrant, filed on February 5, 2010, as updated by Exhibit 4.15 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2019, filed with the Commission on February 19, 2020, and as subsequently amended and updated from time to time. |
In addition, all reports and documents filed by Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date hereof and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and made a part hereof from the date of the filing of such documents.
For purposes of clarity, any statement contained in this Registration Statement, in an amendment hereto or in a document incorporated or deemed to be incorporated by reference herein and to be a part hereof shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed amendment to this Registration Statement or in any document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 8. Exhibits.
| * | Filed herewith. |
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia on May 12, 2026.
| Piedmont Realty Trust, Inc. | ||
| By: | /s/ Sherry L. Rexroad | |
| Name: | Sherry L. Rexroad | |
| Title: | Chief Financial Officer and Executive Vice President | |
POWER OF ATTORNEY
Each person whose signature appears below hereby severally constitutes and appoints Sherry L. Rexroad, as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities to sign any and all amendments to this registration statement on Form S-8, including any post-effective amendments hereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact and agents or any of them or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated on May 12, 2026.
| Signature |
Title | |
| /s/ C. Brent Smith C. Brent Smith |
Director, Chief Executive Officer and President (Principal Executive Officer) | |
| /s/ Sherry L. Rexroad Sherry L. Rexroad |
Executive Vice President and Chief Financial Officer (Principal Financial Officer) | |
| /s/ Laura P. Moon Laura P. Moon |
Executive Vice President and Chief Accounting Officer (Principal Accounting Officer) | |
| /s/ Kelly H. Barrett Kelly H. Barrett |
Chair of the Board of Directors | |
| /s/ Dale H. Taysom Dale H. Taysom |
Vice-Chair of the Board of Directors | |
| /s/ Barbara B. Lang Barbara B. Lang |
Director | |
| /s/ Glenn G. Cohen Glenn G. Cohen |
Director | |
| /s/ Mary M. Hager Mary M. Hager |
Director | |
| /s/ Deneen L. Donnley Deneen L. Donnley |
Director | |
| /s/ Jeffrey J. Donnelly Jeffrey J. Donnelly |
Director | |
| /s/ Stephen E. Lewis Stephen E. Lewis |
Director | |