UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 6, 2016

PARKWAY PROPERTIES, INC.

(Exact Name of Registrant as Specified in its Charter)

(407) 650-0593

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Introductory Note

This Current Report on Form 8-K is being filed in connection with the consummation, on October 6, 2016 (the “Closing Date”), of the Merger (as defined below) contemplated by that certain Agreement and Plan of Merger (as amended or supplemented from time to time, the “Merger Agreement”), entered into on April 28, 2016, by and among Parkway Properties, Inc. (the “Company”), Parkway Properties LP (“Parkway LP”), Cousins Properties Incorporated (“Cousins”) and Clinic Sub Inc., a wholly owned subsidiary of Cousins (“Merger Sub”), pursuant to which the Company merged with and into Merger Sub (the “Merger”), with Merger Sub continuing as the surviving corporation of the Merger and a wholly owned subsidiary of Cousins. Pursuant to the Merger Agreement, upon the terms and subject to the conditions of the Merger Agreement, immediately following the effective time of the Merger on the Closing Date, Cousins separated the portion of its combined businesses relating to the ownership of real properties in Houston, Texas (the “Houston Business”) from the remainder of the combined businesses (the “Separation”). In connection with the Separation, on the Closing Date, Cousins and Parkway effected a reorganization (the “Reorganization”), pursuant to which the Houston Business was transferred to Parkway, Inc. (“New Parkway”), and the remainder of the combined businesses was transferred to Cousins Properties LP, a Delaware limited partnership (“Cousins LP”), which will be the operating partnership of Cousins following the Separation, the Reorganization and the Spin-Off (as hereinafter defined). Pursuant to the Merger Agreement, on October 7, 2016, Cousins expects to distribute pro rata to its common and limited voting preferred stockholders (including legacy Parkway common and limited voting stockholders) all of the outstanding shares of common and limited voting stock, respectively, of New Parkway, which will contain the Houston Business following the Reorganization (the “Spin-Off”).

The information provided in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

On October 4, 2016, in connection with the Merger, the Separation and the Reorganization, Cousins LP executed accession agreements to guarantee, or join as a guarantor with respect to, the loans under each of the following agreements to which the Company was a party:

On October 6, 2016, following the effective time of the Merger and in connection with the Separation and the Reorganization, Cousins LP discharged in full the outstanding indebtedness of approximately $350 million under the Company’s Credit Agreement and approximately $200 million under the Company’s Term Loan Agreement.

The information provided in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.

Pursuant to the Merger Agreement, in the Merger, on October 6, 2016, each outstanding share of Parkway common stock, par value $0.001 per share (“Parkway Common Stock”), and each outstanding share of Parkway limited voting stock, par value $0.001 per share, was converted into 1.63 shares of common stock, par value $1 per share, of Cousins (“Cousins Common Stock”) or limited voting preferred stock, par value $1 per share, of Cousins (“Cousins Limited Voting Preferred Stock”), respectively. Cash will be paid in lieu of fractional shares of Cousins Common Stock. Cash will not be paid in lieu of fractional shares of Cousins Limited Voting Preferred Stock and no fractional shares of Cousins Limited Voting Preferred Stock will be issued.

As a result of the Merger, former Parkway common stockholders will receive approximately 183 million shares of Cousins Common Stock for their shares of Parkway common stock, with the total consideration valued at approximately $1.89 billion, based upon the average five-day closing price of Cousins Common Stock on the New York Stock Exchange for the five days prior to, but not including, the closing of the Merger. Additionally, former Parkway limited voting stockholders will receive approximately 7 million shares of Cousins Limited Voting Preferred Stock in the aggregate for their shares of Parkway limited voting stock.

The description of the Merger Agreement contained in this Item 2.01 does not purport to be complete and is subject to and qualified in its entirety by reference to the Merger Agreement, which is filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on April 29, 2016.

The information provided in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

On October 6, 2016, in connection with the completion of the Merger, the Company notified the New York Stock Exchange (the “NYSE”) that each share of Parkway Common Stock issued and outstanding immediately prior to the effective time of the Merger has been cancelled and converted into the right to receive 1.63 shares of Cousins Common Stock (the “Common Stock Consideration”). As a result, all shares of Parkway Common Stock were removed from trading on the NYSE on October 6, 2016 before the market opened. The NYSE has filed a notification of removal from listing on Form 25 with the SEC with respect to the Parkway Common Stock in order to effect the delisting of such shares from the NYSE. Such delisting will result in the termination of the registration of Parkway Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company intends to file a certificate on Form 15 requesting the deregistration of Parkway Common Stock under Section 12(g) of the Exchange Act, which will suspend the Company’s reporting obligations under Sections 13(a) and 15(d) of the Exchange Act with respect to the Parkway Common Stock.

The information provided in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

At the effective time of the Merger, the holders of Parkway Common Stock immediately before the Merger ceased to have any rights as stockholders of the Company (other than their right to receive the Common Stock Consideration) and will instead have the rights of common stockholders in Cousins.

The information provided in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

At the effective time of the Merger, as contemplated under the Merger Agreement, the Company merged with and into Clinic Sub Inc., a wholly owned subsidiary of Cousins, with Clinic Sub Inc. continuing as the surviving entity and a wholly owned subsidiary of Cousins.

The information provided in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

As a result of the Merger and pursuant to the Merger Agreement, the Company ceased to exist and Clinic Sub Inc. continued as the surviving corporation. All members of the board of directors of the Company ceased to be directors at the effective time of the Merger by operation of the Merger.

In addition, at the effective time of the Merger by operation of the Merger, each executive officer of the Company listed below ceased to hold the positions indicated beside such executive officer’s name:

The information provided in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

At the effective time of the Merger, as contemplated under the Merger Agreement, the Company merged with and into Clinic Sub Inc., a wholly owned subsidiary of Cousins, with Clinic Sub Inc. continuing as the surviving entity and a wholly owned subsidiary of Cousins.

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.