Exhibit 1.2

FIRST AMENDMENT TO EQUITY DISTRIBUTION AGREEMENT

July 30, 2025

To:

J.P. Morgan Securities LLC

383 Madison Avenue

New York, New York 10179

Morgan Stanley & Co. LLC

1585 Broadway

New York, New York 10036

BofA Securities, Inc.

One Bryant Park

New York, New York 10036

TD Securities (USA) LLC

1 Vanderbilt Avenue

New York, New York 10017

Truist Securities, Inc.

50 Hudson Yards, 70th Floor

New York, New York 10001

Wells Fargo Securities, LLC

500 West 33rd Street

New York, New York 10001

As Managers

JPMorgan Chase Bank, National Association

383 Madison Avenue

New York, New York 10179

Morgan Stanley & Co. LLC

1585 Broadway

New York, New York 10036

Bank of America, N.A.

One Bryant Park

New York, New York 10036

The Toronto-Dominion Bank

c/o TD Securities (USA) LLC, as agent Wells Fargo Bank, National Association

1 Vanderbilt Avenue

New York, New York 10017

Truist Bank

50 Hudson Yards, 70th Floor

New York, New York 10001

c/o Wells Fargo Securities, LLC

500 West 33rd Street

New York, New York 10001

As Forward Purchasers

J.P. Morgan Securities LLC

383 Madison Avenue

New York, New York 10179

Morgan Stanley & Co. LLC

1585 Broadway

New York, New York 10036

BofA Securities, Inc.

One Bryant Park

New York, New York 10036

TD Securities (USA) LLC

1 Vanderbilt Avenue

New York, New York 10017

Truist Securities, Inc.

50 Hudson Yards, 70th Floor

New York, New York 10001

Wells Fargo Securities, LLC

500 West 33rd Street

New York, New York 10001

As Forward Sellers

Ladies and Gentlemen:

Reference is hereby made to the Equity Distribution Agreement, dated July 29, 2022 (the “Distribution Agreement”), by and among Piedmont Realty Trust, Inc., a Maryland corporation (the “Company”), Piedmont Operating Partnership LP, a Delaware limited partnership (the “Operating Partnership” and, together with the Company, the “Transaction Entities”), J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, BofA Securities, Inc., Scotia Capital (USA) Inc., TD Securities (USA) LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC (each, in its capacity as sales agent in connection with the offering and sale of Issuance Shares (as defined in the Distribution Agreement), a “Manager” and collectively, the “Managers”); JPMorgan Chase Bank, National Association, Morgan Stanley & Co.

LLC, Bank of America, N.A., The Bank of Nova Scotia, The Toronto-Dominion Bank, Truist Bank and Wells Fargo Bank, National Association (each, in its capacity as purchaser under any Forward Contract (as defined in the Distribution Agreement), a “Forward Purchaser” and collectively, the “Forward Purchasers”) and J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, BofA Securities, Inc., Scotia Capital (USA) Inc., TD Securities (USA) LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC (each, as agent for its affiliated Forward Purchaser in connection with the offering and sale of any Forward Hedge Shares (as defined in the Distribution Agreement), a “Forward Seller” and collectively, the “Forward Sellers”), which shall be amended as set forth in this First Amendment to Equity Distribution Agreement (this “First Amendment” and, the Distribution Agreement as amended by this First Amendment, this “Agreement”). Capitalized terms used herein and not defined have the respective meanings set forth in the Distribution Agreement.

The Distribution Agreement contemplates the offering and sale of Shares pursuant to the Company’s automatic shelf registration statement on Form S-3 (File No. 333-266389). The Company has filed with the Commission (i) an automatic shelf registration statement on Form S-3 (File No. 333-289089) relating to, among other things, the Company’s Common Stock (which new registration statement became effective upon the filing thereof with the Commission on the date hereof) and (ii) a prospectus supplement, dated July 30, 2025, relating to the Shares and an accompanying prospectus, dated July 30, 2025.

The parties hereto hereby agree that, from and after the date hereof:

The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333-289089), including a prospectus, on Form S-3, relating to the securities (the “Shelf Securities”), including the Shares, to be offered from time to time by the Company. The registration statement as of its most recent effective date, including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A or Rule 430B under the Securities Act of 1933, as amended (the “Securities Act”), is hereinafter referred to as the “Registration Statement”, and the related prospectus covering the Shelf Securities and filed as part of the Registration Statement, together with any amendments or supplements thereto (other than a prospectus supplement relating solely to the offering of Shelf Securities other than the Shares) as of the most recent effective date of the Registration Statement, is hereinafter referred to as the “Basic Prospectus”. “Prospectus Supplement” means the final prospectus supplement, relating to the Shares, filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act on or before the second business day after the date hereof, in the form furnished by the Company to the Managers, the Forward Purchasers and the Forward Sellers in connection with the offering of the Shares. Except where the context otherwise requires, “Prospectus” means the Basic Prospectus, as supplemented by the Prospectus Supplement and the most recent Interim Prospectus Supplement (as defined in Section 6(b) below), if any. For purposes of this Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the Securities Act. “Permitted Free Writing Prospectuses”

means the documents listed on Schedule I hereto or otherwise approved in writing by the Managers, the Forward Purchasers and the Forward Sellers in accordance with Section 6(a), and “broadly available road show” means a “bona fide electronic road show” as defined in Rule 433(h)(5) under the Securities Act that has been made available without restriction to any person. As used herein, the terms “Registration Statement”, “Basic Prospectus”, “Prospectus Supplement”, “Interim Prospectus Supplement” and “Prospectus” shall include the documents, if any, incorporated by reference therein as of the date hereof. The terms “supplement”, “amendment” and “amend” as used herein with respect to the Registration Statement, the Basic Prospectus, the Prospectus Supplement, any Interim Prospectus Supplement or the Prospectus shall include all documents subsequently filed by the Company with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are deemed to be incorporated by reference therein (the “Incorporated Documents”).

The parties hereto hereby further agree that (i) notwithstanding the foregoing, each reference to a “Registration Statement,” “Prospectus,” “Prospectus Supplement,” “Interim Prospectus Supplement,” “General Disclosure Package” or “Permitted Free Writing Prospectus” in Section 8 of the Distribution Agreement shall be deemed to include each such Registration Statement, Prospectus, Prospectus Supplement, Interim Prospectus Supplement, General Disclosure Package and Permitted Free Writing Prospectus utilized by the Transaction Entities in connection with the issuance of Shares pursuant to the Distribution Agreement and this Agreement and (ii) the Distribution Agreement, as amended hereby, shall otherwise remain in full force and effect.

This Agreement may be executed by any one or more of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such respective counterparts shall together constitute one and the same instrument. Delivery of an executed signature page of this Agreement by facsimile or any other rapid transmission device designed to produce a written record of the communication transmitted shall be as effective as delivery of a manually executed counterpart thereof. The words “execution,” “executed,” “signed,” signature” and words of like import in this Agreement or in any other certificate, agreement or document related to this Agreement shall include images of manually executed signatures transmitted by facsimile, email or other electronic format (including, without limitation, “pdf,” “tif” or “jpg”) and other electronic signatures (including, without limitation, DocuSign and AdobeSign). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code.

THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE RELATING TO OR ARISING OUT OF THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ITS CHOICE OF LAW PROVISIONS.

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If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company and the Operating Partnership a counterpart hereof, whereupon this Agreement, along with all counterparts, will become a binding agreement between the Company, the Operating Partnership, the Managers, the Forward Purchasers and the Forward Sellers in accordance with its terms.

[Signature Page to First Amendment to Equity Distribution Agreement]

Accepted as of the date first written above.

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Exhibit 5.1

July 30, 2025

Piedmont Realty Trust, Inc.

5565 Glenridge Connector

Suite 450

Atlanta, Georgia 30342

Ladies and Gentlemen:

We have served as Maryland counsel to Piedmont Realty Trust, Inc., a Maryland corporation (the “Company”), in connection with certain matters of Maryland law arising out of the registration of up to $250,000,000 in aggregate offering price of shares (the “Shares”) of common stock, par value $.01 per share, of the Company (the “Common Stock”), covered by the above-referenced Registration Statement, and all amendments thereto (the “Registration Statement”), filed by the Company and Piedmont Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “1933 Act”). The Shares are to be issued from time to time pursuant to the Prospectus Supplement and the Distribution Agreement (each as defined herein) in one or more transactions deemed to be “at the market” offerings (each, an “Offering” and, collectively, the “Offerings”) under Rule 415 of the 1933 Act.

In connection with our representation of the Company, and as a basis for the opinion hereinafter set forth, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (hereinafter collectively referred to as the “Documents”):

1. The Registration Statement;

2. The Prospectus, dated July 30, 2025, as supplemented by a Prospectus Supplement, dated July 30, 2025 (the “Prospectus Supplement”), filed by the Company with the Commission pursuant to Rule 424(b) of the General Rules and Regulations promulgated under the 1933 Act;

3. The charter of the Company (the “Charter”), certified by the State Department of Assessments and Taxation of Maryland (the “SDAT”); 4. The Second Amended and Restated Bylaws of the Company, certified as of the date hereof by an officer of the Company;

Piedmont Realty Trust, Inc.

July 30, 2025

Page 2

5. A certificate of the SDAT as to the good standing of the Company, dated as of a recent date;

6. Resolutions adopted by the Board of Directors of the Company (the “Board”) relating to, among other matters, (a) the sale and issuance of the Shares, (b) the authorization of the execution, delivery and performance by the Company of the Distribution Agreement, the Master Forward Confirmations (as defined herein) and each Supplemental Confirmation (as defined in the Distribution Agreement) under the Master Forward Confirmations and (c) the delegation to a Pricing Committee of the Board (the “Pricing Committee”) of the power to determine, subject to certain parameters, the number of Shares and the offering price of each Share to be sold from time to time pursuant to the Distribution Agreement (the “Resolutions”), certified as of the date hereof by an officer of the Company;

7. The Equity Distribution Agreement, dated July 29, 2022, as amended by the First Amendment to Equity Distribution Agreement, dated July 30, 2025 (as so amended, the “Distribution Agreement”), by and among the Company and the Operating Partnership, on the one hand, 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, each in its capacity as sales agent in connection with the offering and sale of Issuance Shares (as defined in the Distribution Agreement), 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, each in its capacity as purchaser under any Forward Contract (as defined in the Distribution Agreement) (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, each in its capacity as agent for its affiliated Forward Purchaser, on the other hand;

8. The Master Confirmations, each dated as of July 29, 2022, as amended on July 30, 2025 (as so amended, collectively, the “Master Forward Confirmations”), by and between the Company and each of the Forward Purchasers;

9. A certificate executed by an officer of the Company, dated as of the date hereof; and 10.

Piedmont Realty Trust, Inc.

July 30, 2025

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Such other documents and matters as we have deemed necessary or appropriate to express the opinion set forth below, subject to the assumptions, limitations and qualifications stated herein.

In expressing the opinion set forth below, we have assumed the following:

1. Each individual executing any of the Documents, whether on behalf of such individual or another person, is legally competent to do so.

2. Each individual executing any of the Documents on behalf of a party (other than the Company) is duly authorized to do so.

3. Each of the parties (other than the Company) executing any of the Documents has duly and validly executed and delivered each of the Documents to which such party is a signatory, and such party’s obligations set forth therein are legal, valid and binding and are enforceable in accordance with all stated terms.

4. All Documents submitted to us as originals are authentic. The form and content of all Documents submitted to us as unexecuted drafts do not differ in any respect relevant to this opinion from the form and content of such Documents as executed and delivered. All Documents submitted to us as certified or photostatic copies conform to the original documents. All signatures on all Documents are genuine. All public records reviewed or relied upon by us or on our behalf are true and complete. All representations, warranties, statements and information contained in the Documents are true and complete. There has been no oral or written modification of or amendment to any of the Documents, and there has been no waiver of any provision of any of the Documents, by action or omission of the parties or otherwise.

5. The Shares will not be issued or transferred in violation of the restrictions on transfer and ownership of shares of stock of the Company set forth in Sections 4.6 and 4.7 of Article IV of the Charter.

6. Upon the issuance of any of the Shares, the total number of shares of Common Stock issued and outstanding will not exceed the total number of shares of Common Stock that the Company is then authorized to issue under the Charter.

Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, it is our opinion that:

1. The Company is a corporation duly incorporated and existing under and by virtue of the laws of the State of Maryland and is in good standing with the SDAT.

Piedmont Realty Trust, Inc.

July 30, 2025

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2. The issuance of the Shares has been duly authorized and, when and to the extent issued against payment therefor in accordance with the Registration Statement, the Prospectus Supplement, the Distribution Agreement, any Supplemental Confirmation under the Master Forward Confirmations, the Resolutions and any other resolutions adopted by the Board or the Pricing Committee relating to the Shares, the Shares will be validly issued, fully paid and nonassessable.

The foregoing opinion is limited to the laws of the State of Maryland and we do not express any opinion herein concerning federal law or the laws of any other state. We express no opinion as to compliance with any federal or state securities laws, including the securities laws of the State of Maryland, or as to federal or state laws regarding fraudulent transfers. To the extent that any matter as to which our opinion is expressed herein would be governed by the laws of any jurisdiction other than the State of Maryland, we do not express any opinion on such matter. The opinion expressed herein is subject to the effect of judicial decisions which may permit the introduction of parol evidence to modify the terms or the interpretation of agreements.

The opinion expressed herein is limited to the matters specifically set forth herein and no other opinion shall be inferred beyond the matters expressly stated. We assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof.

This opinion is being furnished to you for submission to the Commission as an exhibit to the Company’s Current Report on Form 8-K relating to the Offerings (the “Current Report”), which is incorporated by reference in the Registration Statement. We hereby consent to the filing of this opinion as an exhibit to the Current Report and the said incorporation by reference and to the use of the name of our firm therein. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the 1933 Act.

Exhibit 99.1

FORM OF AMENDED MASTER CONFIRMATION

[*], 202[*]

[*] (“Party A”)

[*]

Ladies and Gentlemen:

Reference is made to the Master Forward Confirmation, dated July 29, 2022 (the “Master Confirmation”), between Piedmont Realty Trust, Inc. (f/k/a Piedmont Office Realty Trust, Inc.) ( “Party B”), and Party A. All capitalized terms used in this Amendment No. 1 to the Master Confirmation between Party B and Party A (this “Amendment”) and not otherwise defined herein shall have the respective meanings assigned to them in the Master Confirmation. Party B and Party A agree as follows:

1

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2

If the foregoing is in accordance with your understanding of our agreement, please sign and return to Party B a counterpart hereof, whereupon this Amendment, along with all counterparts, will become a binding agreement between Party B and Party A in accordance with its terms.

[Signature Page to Amendment No. 1 to the Master Forward Confirmation]

CONFIRMED AND ACCEPTED, as of the date first above written:

[Signature Page to Amendment No. 1 to the Master Forward Confirmation]