CALCULATION OF FILING FEE TABLE
424(b)(5)
(Form type)
Cousins Properties Incorporated
(Exact name of Registrant as specified in its charter)
Table 1: Newly Registered Securities
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| Security Type | Security Class Title | Fee Calculation or Carry Forward Rule | Amount Registered | Proposed Maximum Offering Price Per Unit | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee |
| Newly Registered Securities* |
| Fees to Be Paid | Equity | Common Stock | 457(o)(1) | - | - | $394,949,683 | 0.00014760 | $58,295 |
| Total Offering Amounts | | $394,949,683 | | $58,295(1) |
| | | | | | | | |
| Total Fees Previously Paid | | | | - |
| | | | | | | | |
| Total Fee Offsets | | | | $43,524(2)(3) |
| | | | | | | | |
| Net Fee Due | | | | $14,771 |
| | | | | | | | |
Table 2: Fee Offset Claims and Sources
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| Registrant or Filer Name | Form or Filing Type | File Number | Initial Filing Date | Filing Date | Fee Offset Claimed | Security Type Associated with Fee Offset Claimed | Security Title Associated with Fee Offset Claimed | Unsold Securities Associated with Fee Offset Claimed | Unsold Aggregate Offering Amount Associated with Fee Offset Claimed | Fee Paid with Fee Offset Source |
| Rule 457(p) |
| Fee Offset Claims | Cousins Properties Incorporated | 424(b)(5) | 333-236822 | 8/3/2021 | | $43,089(2) | Equity | Common Stock | - | $394,949,683 | |
| Fee Offset Sources | Cousins Properties Incorporated | 424(b)(5) | 333-236822 | | 8/3/2021 | | | | | | $43,089(2) |
| Fee Offset Claims | Cousins Properties Incorporated | 424(b)(5) | 333-269859 | 2/17/2023 | | $435(3) | Equity | Common Stock | - | $394,949,683 | |
| Fee Offset Sources | Cousins Properties Incorporated | 424(b)(5) | 333-269859 | | 2/17/2023 | | | | | | $43,524(2)(3) |
(1)In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended (the “Securities Act”), the registrant initially deferred payment of all of the registration fees for the Registration Statement on Form S-3 (Registration No. 333-279209), filed on May 8, 2024.
(2)The registrant previously filed a prospectus supplement, dated August 3, 2021 (the “First Prospectus Supplement”) pursuant to the Registration Statement on Form S-3 (Registration No. 333- 236822), filed with the Securities and Exchange Commission on March 2, 2020, relating to the offer and sale of shares of common stock having an aggregate offering price of up to $500,000,000 under its then current “at-the-market” program. In connection with the filing of the First Prospectus Supplement, the total registration fee of $54,550 was paid. Shares of common stock having an aggregate offering price of up to $394,949,683 were not sold under the First Prospectus Supplement. The offering that included the unsold securities under the First Prospectus Supplement was terminated. Pursuant to Rule 457(p) under the Securities Act, the registration fee of $43,089 that has already been paid and remains unused with respect to securities that were previously registered pursuant to the First Prospectus Supplement and were not sold thereunder is being applied to the filing fees payable in connection with this prospectus supplement.
(3)The registrant previously filed a prospectus supplement, dated February 17, 2023 (the “Second Prospectus Supplement”) pursuant to the Registration Statement on Form S-3 (Registration No. 333-269859), filed with the Securities and Exchange Commission on February 17, 2023, relating to the offer and sale of shares of common stock having an aggregate offering price of up to $394,949,683 under its then current “at-the-market” program. In connection with the filing of the Second Prospectus Supplement, the total registration fee of $435 was paid. As of the date of this prospectus supplement, shares of common stock having an aggregate offering price of up to $394,949,683 were not sold under the Second Prospectus Supplement. The offering that included the unsold securities under the Second Prospectus Supplement has been terminated. Pursuant to Rule 457(p) under the Securities Act, the registration fee of $43,524 that has already been paid and remains unused with respect to securities that were previously registered pursuant to the First Prospectus Supplement and Second Prospectus Supplement and were not sold thereunder is being applied to the filing fees payable in connection with this prospectus supplement.
