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What changed in Healthpeak Properties's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Healthpeak Properties's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+417 added−379 removedSource: 10-K (2026-02-03) vs 10-K (2025-02-04)

Top changes in Healthpeak Properties's 2025 10-K

417 paragraphs added · 379 removed · 295 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

46 edited+12 added−11 removed91 unchanged
Biggest changeOur recent corporate impact highlights include: • Reported a reduction of 2.1% in Scope 1 and Scope 2 greenhouse gas emissions (“GHG”) in 2023 compared to 2022 on a like-for-like comparative basis (as defined below) • Obtained 6 new LEED certifications, 19 new ENERGY STAR certifications, and 150 ENERGY STAR recertifications in 2024 • Named an ENERGY STAR Partner of the Year for Sustained Excellence in 2024, marking our fourth time receiving the Partner of the Year award and first time being recognized for Sustained Excellence • Received a Green Star rating from the Global Real Estate Sustainability Benchmark (“GRESB”) for the thirteenth consecutive year, recognizing leading sustainability performance in our sector • Named to Newsweek ’s America’s Most Responsible Companies list for the sixth consecutive year • Named a constituent in the FTSE4Good Index for the thirteenth consecutive year • Named a constituent in the S&P Global Dow Jones Sustainability World Index for the fifth time and S&P Global North America Dow Jones Sustainability Index for the twelfth consecutive year • Named to the S&P Global Sustainability Yearbook for the ninth consecutive year 12 Table of Contents Under our “like-for-like” methodology, direct and indirect GHG emissions are compared on a year-over-year rolling basis using Scope 1 and Scope 2 GHG emissions for the properties that we have owned for two full consecutive calendar years, excluding non-stabilized developments and redevelopments in each year of the calculation.
Biggest changeOur recent corporate impact highlights include: • Obtained 6 new LEED certifications, 14 new ENERGY STAR certifications, 135 ENERGY STAR recertifications, and 13 ENERGY STAR NextGen certifications in 2025 • Received a Green Star rating from the Global Real Estate Sustainability Benchmark (“GRESB”) for the fourteenth consecutive year, recognizing leading sustainability performance in our sector 12 Table of Contents • Named to Newsweek ’s America’s Most Responsible Companies list for the seventh consecutive year • Named to the S&P Global Sustainability Yearbook for the tenth consecutive year Under our “like-for-like” methodology, direct and indirect GHG emissions are compared on a year-over-year rolling basis using Scope 1 and Scope 2 GHG emissions for the properties that we have owned for two full consecutive calendar years, excluding non-stabilized developments and redevelopments in each year of the calculation.
The Centers for Medicare and Medicaid Services (“CMS”) defines the new disclosable parties to include members of the facility’s governing body, persons, or entities who are an officer, director, member, partner, trustee, or managing employee of the facility, persons, or entities that exercise operational, financial, or managerial control, lease or sublease real property to the facility, own a direct or indirect interest of five percent or greater of the real property, or provide management or administrative services to the facility.
The Centers for Medicare and Medicaid Services (“CMS”) defines the disclosable parties to include members of the facility’s governing body, persons, or entities who are an officer, director, member, partner, trustee, or managing employee of the facility, persons, or entities that exercise operational, financial, or managerial control, lease or sublease real property to the facility, own a direct or indirect interest of five percent or greater of the real property, or provide management or administrative services to the facility.
The properties in our SWF SH JV are owned through RIDEA structures and include independent living facilities and assisted living facilities, which cater to different segments of the elderly population based upon their personal needs. These facilities are often in apartment-like buildings with private residences ranging from single rooms to large apartments.
The properties in our SWF SH JV are also owned through RIDEA structures and include independent living facilities and assisted living facilities, which cater to different segments of the elderly population based upon their personal needs. These facilities are often in apartment-like buildings with private residences ranging from single rooms to large apartments.
Additionally, facilities are required to disclose whether any entity on the enrollment form is a private equity company or REIT. CMS makes the information publicly available. This new disclosure requirement involves reporting extensive information and may complicate our healthcare facility operators’ efforts to comply with Medicare and Medicaid requirements.
Additionally, facilities are required to disclose whether any entity on the enrollment form is a private equity company or REIT. CMS makes the information publicly available. This disclosure requirement involves reporting extensive information and may complicate our healthcare facility operators’ efforts to comply with Medicare and Medicaid requirements.
Failure to comply with the new disclosure requirements could negatively affect our healthcare facility operators’ participation in Medicare and state Medicaid programs. 10 Table of Contents Healthcare Licensure and Certificate of Need Certain healthcare facilities in our portfolio are subject to extensive national, federal, state, and local licensure, certification, and inspection laws and regulations.
Failure to comply with the disclosure requirements could negatively affect our healthcare facility operators’ participation in Medicare and state Medicaid programs. 10 Table of Contents Healthcare Licensure and Certificate of Need Certain healthcare facilities in our portfolio are subject to extensive national, federal, state, and local licensure, certification, and inspection laws and regulations.
Sustainability and Corporate Impact We believe that corporate impact initiatives are a vital part of corporate responsibility, which supports our primary goal of increasing stockholder value through profitable growth. We continue to advance our commitment to sustainability, with a focus on achieving goals in each of the corporate impact dimensions.
Sustainability and Corporate Impact We believe that corporate impact initiatives are part of our corporate responsibility, which supports our primary goal of increasing stockholder value through profitable growth. We continue to advance our commitment to sustainability, with a focus on achieving goals in each of the corporate impact dimensions.
We use an integrated approach to corporate impact throughout our business to identify risks and opportunities, capture efficiencies and cost savings, and report on the issues most relevant to stakeholders.
We use an integrated approach to corporate impact throughout our business to identify risks and opportunities, capture efficiencies and cost savings, and report on the issues relevant to stakeholders.
(HCA) 15 % 7 % CommonSpirit Health 6 % 3 % During the year ended December 31, 2024, we had various other outpatient medical tenants that each represented 1% or less of total revenues. Our outpatient medical segment also includes nine hospitals.
(HCA) 15 % 7 % CommonSpirit Health 6 % 3 % During the year ended December 31, 2025, we had various other outpatient medical tenants that each represented 1% or less of total revenues. Our outpatient medical segment also includes nine hospitals.
Entrance Fee Communities Our CCRCs are operated as entrance fee communities. Generally, an entrance fee is an upfront fee or consideration paid by a resident, a portion of which may be refundable, in exchange for some form of long-term benefit, typically consisting of a right to receive certain personal or health care services.
Entrance Fee Communities Our life plan communities are operated as entrance fee communities. Generally, an entrance fee is an upfront fee or consideration paid by a resident, a portion of which may be refundable, in exchange for some form of long-term benefit, typically consisting of a right to receive certain personal or health care services.
The following table provides information about our most significant outpatient medical tenant concentration for the year ended December 31, 2024: Tenant Percentage of Segment Revenues Percentage of Total Revenues HCA Healthcare, Inc.
The following table provides information about our most significant outpatient medical tenant concentration for the year ended December 31, 2025: Tenant Percentage of Segment Revenues Percentage of Total Revenues HCA Healthcare, Inc.
For a description of the risks associated with environmental matters, see “Item 1A, Risk Factors” in this report. 11 Table of Contents Insurance We obtain various types of insurance to mitigate the impact of property, business interruption, liability, flood, windstorm, earthquake, fire, environmental, and terrorism-related losses.
For a description of the risks associated with environmental matters, see “Item 1A, Risk Factors” in this report. Insurance We obtain various types of insurance to mitigate the impact of property, business interruption, liability, flood, windstorm, earthquake, fire, environmental, and terrorism-related losses.
The business park and campus settings allow us the opportunity to provide flexible, contiguous/adjacent expansion to accommodate the growth of existing tenants. Our properties are located in well-established geographical markets known for scientific research and drug discovery, including San Francisco (53%) and San Diego (17%), California, and Boston, Massachusetts (28%) (based on total square feet).
The business park and campus settings allow us the opportunity to provide flexible, contiguous/adjacent expansion to accommodate the growth of existing tenants. Our properties are located in well-established geographical markets known for scientific research and drug discovery, including San Francisco, California (59%), Boston, Massachusetts (22%), and San Diego, California (17%) (based on total square feet).
The management agreements we have in RIDEA structures related to CCRCs have original terms ranging from 10 to 15 years, with mutual renewal options. There are base management fees and incentive management fees payable to our third-party operators if operating results of the RIDEA properties exceed pre-established thresholds.
The management agreements we have in RIDEA structures related to life plan communities have original terms ranging from 10 to 15 years, with mutual renewal options. There are base management fees and incentive management fees payable to our third-party operators if operating results of the RIDEA properties exceed pre-established thresholds.
Increased competition and resulting capitalization rate compression, as well as the impacts of inflation and higher interest rates, make it more challenging for us to identify and successfully capitalize on opportunities that meet our objectives.
Increased competition and resulting capitalization rate compression, as well as the impacts of elevated interest rates, make it more challenging for us to identify and successfully capitalize on opportunities that meet our objectives.
Our outpatient medical buildings are typically multi-tenant properties leased to healthcare providers (hospitals and physician practices), with approximately 78% of our outpatient medical buildings located on or adjacent to hospital campuses and 96% affiliated with hospital systems as of December 31, 2024 (based on total square feet).
Our outpatient medical buildings are typically multi-tenant properties leased to healthcare providers (hospitals and physician practices), with approximately 79% of our outpatient medical buildings located on or adjacent to hospital campuses and 96% affiliated with hospital systems as of December 31, 2025 (based on total square feet).
Occasionally, we invest in outpatient medical buildings located on hospital campuses subject to ground leases. At December 31, 2024, approximately 76% of our outpatient medical buildings were triple-net leased (based on leased square feet) with the remaining leased under gross or modified gross leases.
Occasionally, we invest in outpatient medical buildings located on hospital campuses subject to ground leases. At December 31, 2025, approximately 72% of our outpatient medical buildings were triple-net leased (based on leased square feet) with the remaining leased under gross or modified gross leases.
In addition, we have a large number of properties that are exposed to earthquake, flood, and windstorm occurrences, which carry higher deductibles. We maintain property insurance for all of our properties. Tenants under triple-net leases are required to provide primary property, business interruption, and liability insurance.
In addition, we have a large number of properties that are exposed to earthquake, flood, and windstorm occurrences, which carry higher deductibles. We maintain property insurance for all of our properties. Tenants under triple-net leases are required to provide primary property, business interruption, and liability insurance. We maintain separate general and professional liability insurance for our senior housing properties.
At December 31, 2024, 88% of our lab properties were triple-net leased (based on leased square feet). During the year ended December 31, 2024, we had various lab tenants that each represented 1% or less of total revenues.
At December 31, 2025, 89% of our lab properties were triple-net leased (based on leased square feet). During the year ended December 31, 2025, we had various lab tenants that each represented 1% or less of total revenues.
Environment: Our environmental management programs strive to make our buildings more sustainable and capture cost efficiencies that ultimately benefit our investors, employees, tenants, business partners, and other stakeholders, while reducing our carbon footprint and providing a positive impact on the communities in which we operate.
Environment: Our environmental management program strives to make our buildings more sustainable and capture cost efficiencies that ultimately benefit our investors, tenants, business partners, and other stakeholders, while reducing our carbon footprint and providing a positive impact on the communities in which we operate.
Our CCRCs are owned through RIDEA structures, which is permitted by the Housing and Economic Recovery Act of 2008, and includes most of the provisions previously proposed in the REIT Investment Diversification and Empowerment Act of 2007.
Our life plan communities are owned through RIDEA structures, which is permitted by the Housing and Economic Recovery Act of 2008, and includes most of the provisions previously proposed in the REIT Investment Diversification and Empowerment Act of 2007.
We regularly assess the risks and financial impacts to our business posed by climate change, including transition risks, physical climate risks, potential business disruption, and regulatory requirements, and work with our property managers, operators, and tenants to implement projects to mitigate these risks and impacts.
We regularly assess the climate-related risks and financial impacts to our business, including transition risks, physical climate risks, potential business disruption, and regulatory requirements, and work with our property managers, operators, and tenants to implement projects to mitigate these risks and impacts.
For a description of our significant activities during 2024, see “Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations—Company Highlights” in this report. 4 Table of Contents Business Strategy Our strategy is to own, operate, and develop high-quality real estate focused on healthcare discovery and delivery.
See our Segment Analysis below for additional information. 4 Table of Contents For a description of our significant activities during 2025, see “Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations—Company Highlights” in this report. Business Strategy Our strategy is to own, operate, and develop high-quality real estate focused on healthcare discovery and delivery.
CCRCs are different from other housing and care options for seniors because they typically provide written agreements or long-term contracts between residents and the communities (frequently lasting the term of the resident’s lifetime), which offer a continuum of housing, services, and healthcare on one campus or site.
Life plan communities differ from other housing and care options for seniors because they typically provide written agreements or long-term contracts between residents and the communities (frequently lasting the term of the resident’s lifetime), which offer a continuum of housing, services, and healthcare on one campus or site.
We are headquartered in Denver, Colorado, with additional corporate offices in California, Tennessee, Wisconsin, and Massachusetts and property management offices in several locations throughout the U.S. We have a diversified portfolio of high-quality healthcare properties across three core asset classes of outpatient medical, lab, and continuing care retirement community (“CCRC”) real estate.
We are headquartered in Denver, Colorado, with additional corporate offices in California, Tennessee, Wisconsin, and Massachusetts and property management offices in several locations throughout the U.S. We have a diversified portfolio of high-quality healthcare properties across three core asset classes of outpatient medical, lab, and senior housing real estate.
See Note 16 to the Consolidated Financial Statements for a reconciliation of Adjusted NOI by reportable segment to income (loss) before income taxes and equity income (loss) from unconsolidated joint ventures. See our Segment Analysis below for additional information.
See Note 16 to the Consolidated Financial Statements for a reconciliation of Adjusted NOI by reportable segment to income (loss) before income taxes and equity income (loss) from unconsolidated joint ventures.
ITEM 1. Business General Overview Healthpeak Properties, Inc. is a Standard & Poor’s (“S&P”) 500 company that owns, operates, and develops high-quality real estate focused on healthcare discovery and delivery in the United States (“U.S.”). Our company was originally founded in 1985. In 2023, we completed our corporate reorganization (the “Reorganization”) into an umbrella partnership REIT (“UPREIT”).
ITEM 1. Business General Overview Healthpeak Properties, Inc. is a Standard & Poor’s (“S&P”) 500 company that owns, operates, and develops high-quality real estate focused on healthcare discovery and delivery in the United States (“U.S.”). Our company was originally founded in 1985. We are organized as an umbrella partnership REIT (“UPREIT”).
CCRCs are appealing as they allow residents to “age in place” and typically the individual is independent and in relatively good health upon entry.
Life plan communities are appealing as they allow residents to “age in place” and typically the individual is independent and in relatively good health upon entry.
We periodically review whether we or our RIDEA operators will bear responsibility for maintaining the required insurance coverage for the applicable CCRCs and senior housing facilities owned by our SWF SH JV, but the costs of such insurance are facility expenses paid from the revenues of those properties, regardless of who maintains the insurance.
We periodically review whether we or our RIDEA operators will bear responsibility for maintaining the required insurance coverage for the applicable senior housing properties, but the costs of such insurance are facility expenses paid from the revenues of those properties, regardless of who maintains the insurance.
Competition Investing in real estate serving the healthcare industry is highly competitive. We face competition from other REITs, investment companies, pension funds, private equity investors, sovereign funds, healthcare operators, lenders, developers, and other institutional investors, some of whom may have greater flexibility (e.g., non-REIT competitors), greater resources, and lower costs of capital than we do.
We face competition from other REITs, investment companies, pension funds, private equity investors, sovereign funds, healthcare operators, lenders, developers, and other institutional investors, some of whom may have greater flexibility (e.g., non-REIT competitors), greater resources, and lower costs of capital than we do.
Continuing care retirement community, or CCRC CCRCs are retirement communities that include independent living, assisted living, memory care, and skilled nursing units to provide a continuum of care in an integrated campus.
Life plan communities are retirement communities that include independent living, assisted living, memory care, and skilled nursing units to provide a continuum of care in an integrated campus.
Our portfolio is focused on outpatient medical and lab buildings, favorable sectors that benefit from the universal desire for improved health. We have built scale and fostered deep industry relationships, two unique factors that provide us with a competitive advantage.
Our portfolio is primarily focused on outpatient medical and lab buildings, favorable sectors that benefit from the universal desire for improved health, as well as life plan community and senior housing facilities, which benefit from favorable demographic trends. We have built scale and fostered deep industry relationships, two unique factors that provide us with a competitive advantage.
We may also acquire all or substantially all of the securities or assets of other REITs, operating companies, or similar entities where such investments would be consistent with our investment strategies.
We may also acquire all or substantially all of the securities or assets of other REITs, operating companies, or similar entities where such investments would be consistent with our investment strategies. We may co-invest alongside institutional or development investors through partnerships or limited liability companies.
Where we have used a RIDEA structure, we are dependent on management companies to fulfill our compliance obligations, and we have developed a program to periodically monitor compliance with such obligations.
In our senior housing segment, we are dependent on management companies to fulfill our compliance obligations, and we have developed a program to periodically monitor compliance with such obligations.
The following table summarizes information for our reportable segments for the year ended December 31, 2024 (dollars in thousands): Segment Adjusted NOI by Reportable Segment (1) Outpatient medical $ 748,730 Lab 590,606 CCRC 136,104 _______________________________________ (1) Our Adjusted NOI for our reportable segments, which we also refer to as Total Portfolio Adjusted NOI for our reportable segments, includes results of operations from disposed properties through the disposition date.
The following table summarizes information for our reportable segments for the year ended December 31, 2025 (dollars in thousands): Segment Adjusted NOI by Reportable Segment (1) Outpatient medical $ 795,843 Lab 567,358 Senior housing 176,741 _______________________________________ (1) Our Adjusted NOI for our reportable segments, which we also refer to as Total Portfolio Adjusted NOI for our reportable segments, includes results of operations from disposed properties through the disposition date.
At December 31, 2024, our portfolio of investments, including properties in certain of our unconsolidated joint ventures, consisted of interests in 697 properties: (i) Outpatient medical – 524 properties; (ii) Lab – 139 properties; (iii) CCRC – 15 properties; and (iv) Other non-reportable – 19 properties.
At December 31, 2025, our portfolio of investments, including properties in certain of our unconsolidated joint ventures, consisted of interests in 689 properties: (i) Outpatient medical – 507 properties; (ii) Lab – 145 properties; (iii) Senior housing – 34 properties; and (iv) Other non-reportable – 3 properties.
Base data utilized in the calculation of Scope 1 and Scope 2 GHG emissions is obtained from third-party invoices or estimates. For additional information regarding our corporate impact initiatives, methodologies, and approach to climate change, please visit our website at www.healthpeak.com/corporate-impact.
Base data utilized in the calculation of Scope 1 and Scope 2 GHG emissions is obtained from third-party invoices or estimates. For additional information regarding our corporate impact initiatives, methodologies, and strategy, please visit our website at www.healthpeak.com/corporate-impact. Human Capital Matters Our employees represent our greatest asset, and as of December 31, 2025, we had 411 full-time employees.
(iii) Our partnerships : We work with leading pharmaceutical, biotechnology, and medical device companies, as well as healthcare delivery systems, specialty physician groups, and other healthcare service providers, to meet their real estate needs. We provide high-quality property management services to encourage tenants to renew, expand, and relocate into our properties, which drives increased occupancy, rental rates, and property values.
(iii) Our partnerships : We work with leading pharmaceutical, biotechnology, and medical device companies, as well as healthcare delivery systems, specialty physician groups, and other healthcare service providers and senior housing operators and managers, to meet their real estate needs.
Internal Growth Strategies We believe our real estate portfolio holds the potential for increased future cash flows as it is well-maintained and in desirable locations.
We continually strive to create and maintain an industry-leading platform, with systems and tools that allow us to effectively and efficiently manage our assets and investment activity. Internal Growth Strategies We believe our real estate portfolio holds the potential for increased future cash flows as it is well-maintained and in desirable locations.
Environmental Matters A wide variety of federal, state, and local environmental and occupational health and safety laws and regulations affect healthcare facility operations. These complex federal and state statutes, and their enforcement, involve a myriad of regulations, many of which involve strict liability on the part of the potential offender.
These complex federal and state statutes, and their enforcement, involve a myriad of regulations, many of which involve strict liability on the part of the potential offender. Some of these federal and state statutes may directly impact us.
We maintain separate general and professional liability insurance for our CCRCs and the senior housing facilities owned by our SWF SH JV. Additionally, our corporate general liability insurance program also extends coverage for all of our properties beyond the aforementioned.
Additionally, our corporate general liability insurance program also extends coverage for all of our properties beyond the aforementioned.
Human Capital Matters Our employees represent our greatest asset, and as of December 31, 2024, we had 387 full-time employees. Our Board of Directors, through its Compensation and Human Capital Committee, retains oversight of human capital management, including corporate culture, diversity, inclusion, talent acquisition, retention, employee satisfaction, engagement, and succession planning.
Our Board of Directors, through its Compensation and Human Capital Committee, retains oversight of human capital management, including corporate culture, talent acquisition, retention, employee satisfaction, engagement, and succession planning. We report on human capital matters at each regularly scheduled Board of Directors meeting and periodically throughout the year.
We may co-invest alongside institutional or development investors through partnerships or limited liability companies. 5 Table of Contents We monitor our investments based on the percentage of our total assets that may be invested in any one property type, investment vehicle, or geographic location, the number of properties that may be leased to a single tenant or operator, or loans that may be made to a single borrower.
In addition, as discussed above, following the Janus Living Offering, Janus Living will be externally managed by our wholly owned indirect subsidiary under the terms of a management agreement, and we will retain a substantial majority equity interest in Janus Living. 5 Table of Contents We monitor our investments based on the percentage of our total assets that may be invested in any one property type, investment vehicle, or geographic location, the number of properties that may be leased to a single tenant or operator, or loans that may be made to a single borrower.
Under the outpatient medical and lab segments, we own, operate, and develop outpatient medical buildings, hospitals, and lab buildings. Under the CCRC segment, our properties are operated through RIDEA structures.
Under the outpatient medical and lab segments, we own, operate, and develop outpatient medical buildings, hospitals, and lab buildings. Under the senior housing segment, our properties are operated through RIDEA structures. We have other non-reportable segments that are comprised primarily of: (i) loans receivable, (ii) a preferred equity investment, and (iii) three other properties .
Noncompliance with the ADA could result in the imposition of fines or an award of damages to private litigants. The obligation to make readily achievable accommodations pursuant to the ADA is an ongoing one, and we continue to assess our properties and make modifications as appropriate in this respect.
Noncompliance with the ADA could result in the imposition of fines or an award of damages to private litigants.
The most significant human capital measures or objectives that we focus on in managing our business and our related human capital initiatives include the following: • Workforce Diversity: We believe we are a stronger organization when our workforce represents a diversity of ideas and experiences. We value and embrace such diversity in our employee recruiting, hiring, and development practices.
The most significant human capital measures or objectives that we focus on in managing our business and our related human capital initiatives include the following: • Inclusion and Respect: We promote a work environment that emphasizes respect, fairness, inclusion, and dignity.
Other non-reportable segment At December 31, 2024, we had the following investments in our other non-reportable segments: (i) our unconsolidated joint venture with a sovereign wealth fund that owns 19 senior housing assets (which we refer to as our SWF SH JV) and (ii) loans receivable.
Senior Housing Our senior housing segment includes life plan communities and our SWF SH JV, an interest in an unconsolidated joint venture with a sovereign wealth fund that owns 19 senior housing assets. In January 2026, we acquired the remaining 46.5% interest in the SWF SH JV, bringing our ownership interest in these 19 senior housing properties to 100%.
Removed
We have other non-reportable segments that are comprised primarily of: (i) an interest in an unconsolidated joint venture that owns 19 senior housing assets (our “SWF SH JV”) and (ii) loans receivable. These non-reportable segments have been p resented on a combined basis herein.
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These non-reportable segments have been p resented on a combined basis herein. On March 1, 2024 (the “Closing Date”), we completed our merger with Physicians Realty Trust (the “Merger”). Subsequent to the Closing Date, the “Combined Company” means Healthpeak and its subsidiaries. As a result of the Merger, we acquired 299 outpatient medical buildings.
Removed
The Merger On March 1, 2024 (the “Closing Date”), pursuant to the Agreement and Plan of Merger dated October 29, 2023 (the “Merger Agreement”), by and among us, DOC DR Holdco, LLC, one of our wholly owned subsidiaries (“DOC DR Holdco”), DOC DR, LLC, a wholly owned subsidiary of Healthpeak OP (“DOC DR OP Sub”), Physicians Realty Trust, Physicians Realty L.P.
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See Note 3 to the Consolidated Financial Statements for additional information. In December 2025, we confidentially submitted a draft registration statement on Form S-11 to the SEC relating to the proposed initial public offering (the “Offering” or “Janus Living Offering”) of shares of common stock of a newly formed company, Janus Living, Inc.
Removed
(the “Physicians Partnership”): (i) Physicians Realty Trust merged with and into DOC DR Holdco (the “Company Merger”), with DOC DR Holdco surviving as our wholly owned subsidiary (the “Company Surviving Entity”); (ii) immediately following the effectiveness of the Company Merger, we contributed all of the outstanding equity interests in the Company Surviving Entity to Healthpeak OP (the “Contribution”); and (iii) immediately following the Contribution, Physicians Partnership merged with and into DOC DR OP Sub (the “Partnership Merger” and, together with the Company Merger, the “Merger”), with DOC DR OP Sub surviving as a subsidiary of Healthpeak OP.
Added
(“Janus Living”), which will be dedicated to senior housing and which intends to elect and qualify to be taxed as a REIT. We will contribute our 34-community, 10,422-unit senior housing portfolio to Janus Living in exchange for a majority ownership interest in Janus Living.
Removed
Subsequent to the Closing Date, the “Combined Company” means Healthpeak and its subsidiaries.
Added
Immediately following the Janus Living Offering, we will serve as its external manager and we intend to retain a substantial majority interest in Janus Living, with new public shareholders owning the remaining interest. Based on the anticipated ownership share and terms of the management agreement, we expect to continue to consolidate Janus Living subsequent to the Offering.
Removed
On the Closing Date, each outstanding common share of Physicians Realty Trust (other than Physicians Realty Trust common shares that were canceled in accordance with the Merger Agreement) were converted into the right to receive 0.674 (the “Exchange Ratio”) shares of our common stock, and each outstanding common unit of the Physicians Partnership was converted into common units in the successor entity to the Physicians Partnership equal to the Exchange Ratio.
Added
We expect to complete the Offering in the first half of 2026, subject to market conditions, receipt of regulatory approvals, completion of related financings, completion of the SEC’s review, and other customary conditions.
Removed
As a result of the Merger, we acquired 299 outpatient medical buildings. See Note 3 to the Consolidated Financial Statements for additional information.
Added
During the fourth quarter of 2025, in connection with the planned Offering of Janus Living, our chief operating decision maker (“CODM”), the President and Chief Executive Officer (“CEO”), began evaluating our life plan communities (formerly known as continuing care retirement communities, or CCRCs) and our unconsolidated joint venture with a sovereign wealth fund that owns 19 senior housing properties (our “SWF SH JV”) as a single operating and reportable segment, referred to as senior housing.
Removed
(iv) Our platform : We have a people-first culture that we believe attracts, develops, and retains top talent. We continually strive to create and maintain an industry-leading platform, with systems and tools that allow us to effectively and efficiently manage our assets and investment activity.
Added
Also during the fourth quarter of 2025, two other properties were reclassified from the outpatient medical segment to the other non-reportable segments as these properties are not representative of the characteristics of the outpatient medical segment and therefore, are no longer evaluated by the CODM in conjunction with the outpatient medical properties.
Removed
We are substantially limited in our ability to control or influence day-to-day operations under a RIDEA structure, and thus rely on the third-party operator to manage and operate the business.
Added
Also included in other non-reportable segments as of December 31, 2025 is one other property that was acquired as part of the Gateway Crossing acquisition, as described below. Accordingly, all prior period segment information has been recast to conform to the current period presentation.
Removed
Some of these federal and state statutes may directly impact us.
Added
We provide high-quality property management services to encourage tenants to renew, expand, and relocate into our properties, which drives increased occupancy, rental rates, and property values. (iv) Our platform : We have a people-first culture that we believe attracts, develops, and retains top talent.
Removed
We report on human capital matters at each regularly scheduled Board of Directors meeting and periodically throughout the year.
Added
Other non-reportable segments At December 31, 2025, we had the following investments in our other non-reportable segments: (i) loans receivable, (ii) a preferred equity investment, and (iii) three other properties that are not representative of the characteristics of the outpatient medical and lab reportable segments discussed above . Competition Investing in real estate serving the healthcare industry is highly competitive.
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Our workforce was made up of 59% female employees and 35% racially or ethnically diverse employees as of December 31, 2024. • Inclusion and Belonging: We promote a work environment that emphasizes respect, fairness, inclusion, and dignity.
Added
If a lab tenant fails to obtain or experiences significant delays in obtaining such approvals, it may have a significant effect on the tenant’s operations and financial condition, which in turn may adversely impact us, as detailed below and set forth under “Item 1A, Risk Factors” in this report.
Added
The obligation to make readily achievable accommodations pursuant to the ADA is an ongoing one, and we continue to assess our properties and make modifications as appropriate in this respect. 11 Table of Contents Environmental Matters A wide variety of federal, state, and local environmental and occupational health and safety laws and regulations affect healthcare facility operations.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeOur lab tenants face substantial requirements for, and risks related to, the research, development, clinical testing, manufacture, and commercialization of their products and technologies, including: • significant funding requirements, including for rent payments due to us; • federal, state, and foreign regulatory approvals that may be costly or difficult to obtain, may take several years and be subject to delay, may not be obtained at all, require validation through clinical trials that may face delays or difficulties, or ultimately be unsuccessful; • product and technology efficacy risks; • acceptance risks among doctors and patients; • significant regulatory and liability risks, including the possible later discovery of safety concerns and other defects and potential loss of approvals, competition from new products, and the expiration of patent protection; • new and emerging laws aimed at the life science/biotechnology industry, increasing regulatory requirements and compliance costs, as well as healthcare reforms and reimbursement policies of government or private healthcare payors, including price controls for prescription drug prices; • intellectual property and technology risks under patent, copyright, and trade secret laws; and • economic conditions potentially restricting growth opportunities.
Biggest changeOur lab tenants face substantial requirements for, and risks related to, the research, development, clinical testing, manufacture, and commercialization of their products and technologies, including: • significant funding requirements, including for rent payments due to us that may not be available; • federal, state, and foreign regulatory approvals that may be costly or difficult to obtain, may take several years and be subject to delay, may not be obtained at all, require validation through clinical trials that may face delays or difficulties, or ultimately be unsuccessful; • product and technology efficacy risks; • acceptance risks among doctors and patients; • significant regulatory and liability risks, including the possible later discovery of safety concerns and other defects and potential loss of approvals, competition from new products, and the expiration of patent protection; • new and emerging laws aimed at the life science/biotechnology industry, increasing regulatory requirements and compliance costs, as well as healthcare reforms and reimbursement policies of government or private healthcare payors, including price controls for prescription drug prices; • intellectual property and technology risks under patent, copyright, and trade secret laws; • economic conditions potentially restricting growth opportunities; and • new or emerging technologies, such as artificial intelligence and automation, that introduce advanced computational technologies into tenants’ research and development programs, which could accelerate and streamline a number of research and development functions and lead to a reconfiguration in space requirements by our tenants or decrease in demand for space over time. 15 Table of Contents Our lab tenants’ ability to raise capital depends on the actual or perceived viability of their products and technologies, their financial and operating condition and outlook, and the overall financial, banking, regulatory, and economic environment.
Furthermore, if economic conditions result in significant increases in the Consumer Price Index, but the escalations under our leases with contingent rent escalators are capped or the increase in the Consumer Price Index exceeds our tenants’ ability to pay, our growth and profitability also may be limited.
Furthermore, if economic conditions result in significant increases in the Consumer Price Index, but the escalations under our leases with contingent rent escalators are capped or the increase in the Consumer Price Index exceeds our tenants’ ability to pay, our growth and profitability may also be limited.
Occupancy levels at, and rental income from, our outpatient medical and senior housing properties depend on our ability and the ability of our tenants, operators, and borrowers to compete with respect to (i) the quality of care provided, (ii) reputation, (iii) price, (iv) the range of services offered, (v) the physical appearance of a property, (vi) family preference, (vii) referral sources, and (viii) location.
Occupancy levels at, and rental income from, our outpatient medical facilities and senior housing properties depend on our ability and the ability of our tenants, operators, and borrowers to compete with respect to (i) the quality of care provided, (ii) reputation, (iii) price, (iv) the range of services offered, (v) the physical appearance of a property, (vi) family preference, (vii) referral sources, and (viii) location.
The availability of external capital sources is affected by several factors, some of which we have little or no control over, including: • general availability of capital, including our ability to raise capital on acceptable terms, higher interest rates, and increased borrowing costs; • the market price of the shares of our equity securities and the credit ratings of our debt and any preferred securities we may issue; • the market’s perception of our growth potential and our current and potential future earnings and cash distributions; • our degree of financial leverage and operational flexibility; • the financial integrity of our lenders, which might impair their ability to meet their commitments to us or their willingness to make additional loans to us, and our inability to replace the financing commitment of any such lender on favorable terms, or at all; • bank failures or other events affecting financial institutions, which could adversely affect our or our tenants’, operators’, and borrowers’ liquidity and financial performance; • the stability of the market value of our properties; • the financial performance and general market perception of our tenants and operators; • changes in the credit ratings on U.S. government debt securities or default or delay in payment by the U.S. of its obligations; • issues facing the healthcare industry, including healthcare reform and changes in government reimbursement policies; and • the performance of the national and global economies generally, including any economic downturn and volatility in the financial markets.
The availability of external capital sources is affected by several factors, some of which we have little or no control over, including: • general availability of capital, including our ability to raise capital on acceptable terms, higher interest rates, and increased borrowing costs; • the market price of the shares of our equity securities and the credit ratings of our debt and any preferred securities we may issue; • the market’s perception of our growth potential and our current and potential future earnings and cash distributions; • our degree of financial leverage and operational flexibility; • the financial integrity of our lenders, which might impair their ability to meet their commitments to us or their willingness to make additional loans to us, and our inability to replace the financing commitment of any such lender on favorable terms, or at all; • bank failures or other events affecting financial institutions, which could adversely affect our or our tenants’, operators’, and borrowers’ liquidity and financial performance; • the stability of the market value of our properties; • the financial performance and general market perception of our tenants and operators; • changes in the credit ratings on U.S. government debt securities or default or delay in payment by the U.S. of its obligations; 31 Table of Contents • issues facing the healthcare industry, including healthcare reform and changes in government reimbursement policies; and • the performance of the national and global economies generally, including any economic downturn and volatility in the financial markets.
Our CCRC and senior housing operators also face various forms of class-action lawsuits from time to time, such as wage and hour and consumer rights actions, which generally are not covered by insurance.
Our senior housing operators also face various forms of class-action lawsuits from time to time, such as wage and hour and consumer rights actions, which generally are not covered by insurance.
Some of the factors that could negatively affect our share price or result in fluctuations in the price or trading volume of our common stock include: • actual or anticipated variations in our quarterly operating results, guidance, or distributions; • changes in market valuations of similar companies; • adverse market reaction to any increased indebtedness we may incur in the future; • issuance of additional equity securities; • actions by institutional stockholders; • the publication of research reports and articles (or false or misleading information) about us, our tenants, the real estate industry, or the industries in which our tenants operate; • speculation in the press or investment community and investor sentiment regarding commercial real estate generally, our industry sectors or other real estate sectors, the industries in which our tenants operate, and the regions in which our properties are located; • short selling of our common stock or related derivative securities; and • general market and economic conditions.
Some of the factors that could negatively affect our share price or result in fluctuations in the price or trading volume of our common stock include: • actual or anticipated variations in our quarterly operating results, guidance, or distributions; • changes in market valuations of similar companies; • adverse market reaction to any increased indebtedness we may incur in the future; • issuance of additional equity securities; • actions by institutional stockholders; • the publication of research reports and articles (or false or misleading information) about us, our tenants, the real estate industry, or the industries in which our tenants operate; • speculation in the press or investment community and investor sentiment regarding commercial real estate generally, our industry sectors or other real estate sectors, the industries in which our tenants operate, and the regions in which our properties are located; • short selling of our common stock or related derivative securities; and 32 Table of Contents • general market and economic conditions.
Our participation in the CARES Act Provider Relief Fund and other Covid-related stimulus and relief programs could subject us or our operators to disruptive government and financial audits, enforcement actions, and recovery activity.
Our past participation in the CARES Act Provider Relief Fund and other Covid-related stimulus and relief programs could subject us or our operators to disruptive government and financial audits, enforcement actions, and recovery activity.
Furthermore, there are certain exposures for which we do not purchase insurance because we do not believe it is economically feasible to do so or there is no viable insurance market. 19 Table of Contents If one of our properties experiences a loss that is uninsured or that exceeds policy coverage limits, we could lose our investment in the damaged property as well as the anticipated future cash flows from such property.
Furthermore, there are certain exposures for which we do not purchase insurance because we do not believe it is economically feasible to do so or there is no viable insurance market. 22 Table of Contents If one of our properties experiences a loss that is uninsured or that exceeds policy coverage limits, we could lose our investment in the damaged property as well as the anticipated future cash flows from such property.
This could require us to sell our interest in the joint venture when we might otherwise prefer to retain it. Any of the foregoing risks could have a material adverse effect on our business, results of operations, and financial condition. 20 Table of Contents Rent escalators or contingent rent provisions in our leases could hinder our profitability and growth.
This could require us to sell our interest in the joint venture when we might otherwise prefer to retain it. Any of the foregoing risks could have a material adverse effect on our business, results of operations, and financial condition. 23 Table of Contents Rent escalators or contingent rent provisions in our leases could hinder our profitability and growth.
We could also be required to expend funds to comply with the provisions of the ADA and similar state and local laws on behalf of tenants, which could adversely affect our results of operations and financial condition. 30 Table of Contents In addition, we are required to operate our properties in compliance with fire and safety regulations, building codes and other land use regulations.
We could also be required to expend funds to comply with the provisions of the ADA and similar state and local laws on behalf of tenants, which could adversely affect our results of operations and financial condition. 20 Table of Contents In addition, we are required to operate our properties in compliance with fire and safety regulations, building codes and other land use regulations.
Therefore, in the event of our bankruptcy, liquidation, or reorganization, our assets and those of Healthpeak OP and its subsidiaries will be available to satisfy the claims of our stockholders only after all of our and Healthpeak OP’s and its subsidiaries’ liabilities and obligations have been paid in full. 37 Table of Contents ITEM 1B. Unresolved Staff Comments None.
Therefore, in the event of our bankruptcy, liquidation, or reorganization, our assets and those of Healthpeak OP and its subsidiaries will be available to satisfy the claims of our stockholders only after all of our and Healthpeak OP’s and its subsidiaries’ liabilities and obligations have been paid in full. 38 Table of Contents ITEM 1B. Unresolved Staff Comments None.
Project costs may materially exceed original estimates due to, among other things: • higher interest rates; • increased costs for materials, transportation, environmental remediation, labor, or other inputs, including those caused by a shortage of construction materials or labor; • negligent construction or construction defects; 17 Table of Contents • damage, vandalism, or accidents; and • increased operating costs, including insurance premiums, utilities, real estate taxes, and costs of complying with changes in government regulations or increases in tariffs.
Project costs may materially exceed original estimates due to, among other things: • higher interest rates; • increased costs for materials, transportation, environmental remediation, labor, or other inputs, including those caused by a shortage of construction materials or labor; • negligent construction or construction defects; • damage, vandalism, or accidents; and • increased operating costs, including insurance premiums, utilities, real estate taxes, and costs of complying with changes in government regulations or increases in tariffs.
Our property development, redevelopment, and tenant improvement projects could be canceled, abandoned, delayed or, if completed, fail to perform in accordance with expectations due to, among other things: • the inability to obtain financing on favorable terms or at all, or the lack of liquidity we deem necessary or appropriate for the project; • legal and regulatory hurdles, including moratoriums on development and redevelopment activities, net zero or carbon neutrality requirements, or other building and energy performance requirements; • the failure to obtain, or costs associated with obtaining, necessary zoning, entitlements, and permits; • cost increases; and • other factors over which we have limited or no control, including: (i) changes in market and economic conditions; (ii) natural disasters and other catastrophic events or physical climate risks, such as wildfires, earthquakes, and wind storms; (iii) pandemics or other health crises; (iv) labor conditions, including a labor shortage or work stoppage; (v) shortages of construction materials; (vi) environmental conditions; or (vii) civil unrest and acts of war or terrorism.
Our property development, redevelopment, and tenant improvement projects could be canceled, abandoned, delayed or, if completed, fail to perform in accordance with expectations due to, among other things: • the inability to obtain financing on favorable terms or at all, or the lack of liquidity we deem necessary or appropriate for the project; • legal and regulatory hurdles, including moratoriums on development and redevelopment activities, climate regulatory requirements or expectations (such as net zero or carbon neutrality), or other building and energy performance requirements; • the failure to obtain, or costs associated with obtaining, necessary zoning, entitlements, and permits; • cost increases; and • other factors over which we have limited or no control, including: (i) changes in market and economic conditions; (ii) decline in demand, including after construction has commenced; (iii) natural disasters and other catastrophic events or physical climate risks, such as floods, wildfires, earthquakes, and wind storms; (iv) pandemics or other health crises; (v) labor conditions, including a labor shortage or work stoppage; (vi) shortages of construction materials; (vii) environmental conditions; or (viii) civil unrest and acts of war or terrorism.
A downturn in our tenants’, operators’, or borrowers’ businesses has led, and could in the future lead, to voluntary or involuntary bankruptcy or similar insolvency proceedings, including assignment for the benefit of creditors, liquidation, or winding-up.
A downturn in our tenants’, operators’, or borrowers’ businesses has led, and could in the future lead, to voluntary or involuntary bankruptcy or similar reorganization, restructuring, or insolvency proceedings, including assignment for the benefit of creditors, liquidation, or winding-up.
As a result, we may be unable to recover the carrying amount of such investments and the associated goodwill, if any, which may require us to recognize impairment charges in earnings. Increased borrowing costs could materially adversely impact our ability to refinance existing debt, sell properties, and conduct investment activities.
As a result, we may be unable to recover the carrying amount of such investments and the associated goodwill, if any, which may require us to recognize impairment charges in earnings. Increased interest rates and borrowing costs could materially adversely impact our business and ability to refinance existing debt, sell properties, and conduct investment activities.
In addition, the presence of contamination or the failure to remediate contamination may materially adversely affect our ability to use, develop, sell, or lease the property or to borrow using the property as collateral. Corporate impact and sustainability commitments and requirements, as well as stakeholder expectations, may impose additional costs and expose us to new risks.
In addition, the presence of contamination or the failure to remediate contamination may adversely affect our ability to use, develop, sell, or lease the property or to borrow using the property as collateral. Corporate impact and sustainability commitments and changing requirements, as well as varying stakeholder expectations, may impose additional costs and expose us to new risks.
Internal Revenue Service (the “IRS”) would agree with our characterization of our properties or that we will always be able to take advantage of available safe harbors. 34 Table of Contents Further changes to U.S. federal income tax laws could materially and adversely affect us and our stockholders.
Internal Revenue Service (the “IRS”) would agree with our characterization of our properties or that we will always be able to take advantage of available safe harbors. Further changes to U.S. federal income tax laws could materially and adversely affect us and our stockholders.
A shortage of care givers or other trained personnel, union activities (including strikes, labor slowdowns, or contract negotiations), wage laws, or general inflationary pressures on wages may require our tenants, operators, and borrowers to enhance pay and benefits packages, or to use more expensive contract personnel, and they may be unable to offset these added costs by increasing the rates charged to residents or patients.
A shortage of care givers or other trained personnel, shifts in immigration policy, union activities (including strikes, labor slowdowns, or contract negotiations), wage laws, or general inflationary pressures on wages may require our tenants, operators, and borrowers to enhance pay and benefits packages, or to use more expensive contract personnel, and they may be unable to offset these added costs by increasing the rates charged to residents or patients.
The failure to comply with the extensive laws, regulations, and other requirements applicable to their business and the operation of our properties could result in, among other challenges: (i) becoming ineligible to receive reimbursement from governmental reimbursement programs or being compelled to repay amounts received, including under the CARES Act; (ii) becoming subject to prepayment reviews or claims for overpayments; (iii) bans on admissions of new patients or residents; (iv) civil or criminal penalties; and (v) significant operational changes, including requirements to increase staffing or the scope of care given to residents.
The failure to comply with the extensive laws, regulations, and other requirements applicable to their business and the operation of our properties could result in, among other challenges: (i) becoming ineligible to receive reimbursement from governmental reimbursement programs or being compelled to repay amounts received; (ii) becoming subject to prepayment reviews or claims for overpayments; (iii) moratoriums on admissions of new patients or residents; (iv) civil or criminal penalties; and (v) significant operational changes, including requirements to increase staffing or the scope of care given to residents.
Covenants that limit our operational flexibility, as well as defaults resulting from the breach of any of these covenants, could have a material adverse effect on our business, results of operations, and financial condition. 28 Table of Contents The market price and trading volume of our common stock may be volatile.
Covenants that limit our operational flexibility, as well as defaults resulting from the breach of any of these covenants, could have a material adverse effect on our business, results of operations, and financial condition. The market price and trading volume of our common stock may be volatile.
PRF program terms and conditions include limitations and requirements governing use of PRF funds, implementation of controls, retention of records, audit and reporting to governmental authorities, and other PRF program requirements, the interpretation of which may change over time. Failure to comply with program requirements may result in payment recovery or other enforcement actions.
PRF program terms and conditions included limitations and requirements governing use of PRF funds, implementation of controls, retention of records, audit and reporting to governmental authorities, and other PRF program requirements, the interpretation of which could change over time. Failure to comply with program requirements may result in payment recovery or other enforcement actions.
As a result of all these factors, our failure to qualify as a REIT could also impair our ability to expand our business and raise capital and could materially adversely affect the value of our common stock. Our taxable REIT subsidiaries (TRSs) may be subject to corporate level tax.
As a result of all these factors, our failure to qualify as a REIT could also impair our ability to expand our business and raise capital and could materially adversely affect the value of our common stock. 34 Table of Contents Our taxable REIT subsidiaries (TRSs) may be subject to corporate level tax.
If our tenants, operators, or borrowers are unable to adapt to long-term changes in demand, their financial condition could be materially impacted and our business, financial condition, and results of operations could be adversely affected. 15 Table of Contents Furthermore, these tenants, operators, and borrowers face a competitive labor market.
If our tenants, operators, or borrowers are unable to adapt to long-term changes in demand, their financial condition could be materially impacted and our business, financial condition, and results of operations could be adversely affected. Furthermore, these tenants, operators, and borrowers face a competitive labor market.
In particular, reduced funding for entitlement programs such as Medicare and Medicaid would result in increased costs and fees for programs such as Medicare Advantage Plans and additional reductions in reimbursements to providers.
In particular, reduced funding for entitlement programs such as Medicare and Medicaid could result in increased costs and fees for programs such as Medicare Advantage Plans and additional reductions in reimbursements to providers.
See “Item 1, Business—Government Regulation, Licensing and Enforcement.” For example, to the extent that our tenants, operators, or borrowers, or assets owned in our CCRC segment or through the SFW SH JV, receive a significant portion of their revenues from governmental payors, primarily Medicare and Medicaid, they are generally subject to, among other things: • statutory and regulatory changes, including changes that impact state reimbursement programs, particularly Medicaid reimbursement and managed care payments; • minimum staffing levels and other staffing and quality requirements; • retroactive rate adjustments and recoupment efforts; • recovery of program overpayments or set-offs; • federal, state, and local litigation and enforcement actions, including those relating to Covid and the failure to satisfy the terms and conditions of financial relief; • administrative proceedings; • policy interpretations; • payment or other delays by fiscal intermediaries or carriers; • government funding restrictions (at a program level or with respect to specific properties); • reduced reimbursement rates under managed care contracts; • changes in reimbursement rates, methods, or timing under governmental reimbursement programs, including changes that impact state reimbursement programs, particularly Medicaid reimbursement and managed care payments; • pre- and post-payment reviews and audits by governmental authorities, which could result in recoupments, denials or delay of payments; • interruption or delays in payments due to any ongoing governmental investigations and audits at such properties or due to a partial or total federal or state government shutdown for a prolonged period of time; and 31 Table of Contents • reputational harm of publicly disclosed enforcement actions, audits, or investigations related to billing and reimbursements.
See “Item 1, Business—Government Regulation, Licensing and Enforcement.” For example, to the extent that our tenants, operators, or borrowers, or assets owned in our senior housing segment, receive a significant portion of their revenues from governmental payors, primarily Medicare and Medicaid, they are generally subject to, among other things: • statutory and regulatory changes, including changes that impact state reimbursement programs, particularly Medicaid reimbursement and managed care payments; • staffing and quality requirements; • retroactive rate adjustments and recoupment efforts; • recovery of program overpayments or set-offs; • federal, state, and local litigation and enforcement actions, including those relating to Covid and the failure to satisfy the terms and conditions of financial relief; • administrative proceedings; • policy interpretations; • payment or other delays by fiscal intermediaries or carriers; • government funding restrictions (at a program level or with respect to specific properties); • reduced reimbursement rates under managed care contracts; • changes in reimbursement rates, methods, or timing under governmental reimbursement programs, including changes that impact state reimbursement programs, particularly Medicaid reimbursement and managed care payments; • pre- and post-payment reviews and audits by governmental authorities, which could result in recoupments, denials or delay of payments; • interruption or delays in payments due to any ongoing governmental investigations and audits at such properties or due to a partial or total federal or state government shutdown for a prolonged period of time; and • reputational harm of publicly disclosed enforcement actions, audits, or investigations related to billing and reimbursements.
Furthermore, because our operators as well as other third-party service providers with whom we and they do business (including vendors, software creators and cloud solution and cybersecurity providers) also rely on the Internet, information technology networks, enterprise applications, systems, and software, some of our data may be vulnerable to cybersecurity incidents or cybersecurity threats involving our operators and third parties with whom we or they do business.
Furthermore, because our operators as well as other third-party service providers with whom we and they do business (including vendors, software creators and cloud solution and cybersecurity providers) also rely on the Internet, information technology networks, enterprise applications, systems, and software, some data is vulnerable to cybersecurity incidents or cybersecurity threats involving our operators and third parties with whom we or they do business.
The impacts of such events could be severe and far-reaching, and may impact our operations in several ways, including: (i) tenants could experience deteriorating financial condition and be unable or unwilling to pay rent on time and in full; (ii) we may have to restructure tenants' obligations and may not be able to do so on terms that are favorable to us; (iii) inquiries and tours at our properties could decrease; (iv) move-ins, new tenanting efforts, and re-letting efforts could slow or stop altogether; (v) move-outs and potential early termination of leases thereunder could increase; (vi) operating expenses, including the costs of certain essential services or supplies, including payments to third-party contractors, service providers, and employees essential to ensure continuity in our building operations, may increase; (vii) procedures normally conducted on our properties may be disrupted, adversely affecting the economic viability of our tenants; and (viii) costs of development, including expenditures for materials utilized in construction and labor essential to complete existing developments in progress, may increase substantially. 24 Table of Contents Human capital risks, including the loss or limited availability of our key personnel, could disrupt or impair our operations.
The impacts of such events could be severe and far-reaching, and may impact our operations in several ways, including: (i) tenants could experience deteriorating financial condition and be unable or unwilling to pay rent on time and in full; (ii) we may have to restructure tenants' obligations and may not be able to do so on terms that are favorable to us; (iii) inquiries and tours at our properties could decrease; (iv) move-ins, new tenanting efforts, and re-letting efforts could slow or stop altogether; (v) move-outs and potential early termination of leases thereunder could increase; (vi) operating expenses, including the costs of certain essential services or supplies, including payments to third-party contractors, service providers, and employees essential to ensure continuity in our building operations, may increase; (vii) procedures normally conducted on our properties may be disrupted, adversely affecting the economic viability of our tenants; and (viii) costs of development, including expenditures for materials utilized in construction and labor essential to complete existing developments in progress, may increase substantially.
Our tenants’, operators’, or borrowers’ failure to comply with any of the laws, regulations, or requirements applicable to them could result in: (i) loss of accreditation; (ii) denial of reimbursement; (iii) imposition of fines and civil monetary penalties; (iv) suspension or decertification from government healthcare programs; (v) civil liability; and (vi) in certain instances, suspension, or denial of admissions, criminal penalties, loss of license, or closure of the property and/or the incurrence of considerable costs arising from an investigation or regulatory action, which may have an adverse effect on properties that we own and lease to a third party tenant in our outpatient medical and lab segments, that we own and operate through a RIDEA structure in our CCRC segment or our SWF SH JV, or on which we hold a mortgage, and therefore may materially adversely impact us.
Our tenants’, operators’, or borrowers’ failure to comply with any of the laws, regulations, or requirements applicable to them could result in: (i) loss of accreditation; (ii) denial of reimbursement; (iii) imposition of fines and civil monetary penalties; (iv) suspension or decertification from government healthcare programs; (v) civil liability; and (vi) in certain instances, suspension, or denial of admissions, criminal penalties, loss of license, or closure of the property and/or the incurrence of considerable costs arising from an investigation or regulatory action, which may have an adverse effect on properties that we own and lease to a third party tenant in our outpatient medical and lab segments, that we own and operate through a RIDEA structure in our senior housing segment, or on which we are a lender, and therefore may materially adversely impact us.
In addition, our reputation may be adversely affected if we do not meet stakeholder expectations to mitigate climate risk in a transition to a low-carbon economy. We may be impacted by epidemics, pandemics, or other infectious diseases, including Covid, and health and safety measures intended to reduce their spread.
In addition, our reputation may be adversely affected if we do not meet stakeholder expectations to mitigate climate risk in a transition to a low-carbon economy. We may be impacted by epidemics, pandemics, or other infectious disease outbreaks, and health and safety measures intended to reduce their spread.
Because of our significant concentration in the seismically active regions of South San Francisco, California, and San Diego, California, an earthquake in these areas could damage a significant portion of our lab portfolio. Similarly, a hurricane in Florida could damage a significant portion of our CCRC portfolio.
Because of our significant concentration in the seismically active regions of South San Francisco, California, and San Diego, California, an earthquake in these areas could damage a significant portion of our lab portfolio. Similarly, a hurricane in Florida could damage a significant portion of our life plan community portfolio.
Finally, our lab investments could also be adversely affected if the life science industry migrates from the U.S. to other countries or to areas outside of our primary lab markets in the greater South San Francisco, San Diego, and Boston areas. Our lab tenants face significant regulation, funding requirements, and uncertainty.
Finally, our lab investments could also be adversely affected if the life science industry migrates from the U.S. to other countries that have seen accelerated growth in the biotech industry, or to areas outside of our primary lab markets in the greater South San Francisco, San Diego, and Boston areas. Our lab tenants face significant regulation, funding requirements, and uncertainty.
Certain of our tenants, operators, and borrowers, as well as our owned assets in the CCRC segment and SWF SH JV, are affected, directly or indirectly, by a complex set of federal, state, and local laws and regulations pertaining to governmental reimbursement programs. These laws and regulations are subject to frequent and substantial changes that are sometimes applied retroactively.
Certain of our tenants, operators, and borrowers, as well as our owned assets in the senior housing segment, are affected, directly or indirectly, by a complex set of federal, state, and local laws and regulations pertaining to governmental reimbursement programs. These laws and regulations are subject to frequent and substantial changes that are sometimes applied retroactively.
Operational risks include, and our resulting revenues therefore depend on, among other things: (i) occupancy rates; (ii) the entrance fees and rental rates charged to residents; (iii) the requirements of, or changes to, governmental reimbursement programs such as Medicare or Medicaid, to the extent applicable, including changes to reimbursement rates; (iv) our operators’ reputations and ability to attract and retain residents; (v) general economic conditions and market factors that impact seniors, including general inflationary pressures; (vi) competition from other senior housing providers; (vii) compliance with federal, state, local, and industry-regulated licensure, certification and inspection laws, regulations and standards; (viii) litigation involving our properties or residents/patients; (ix) the availability and cost of general and professional liability insurance coverage or increases in insurance policy deductibles; and (x) the ability to control operating expenses. 18 Table of Contents Operators of our CCRCs and the SWF SH JV properties primarily depend on private sources for their revenues and the ability of their patients and residents to pay fees.
Operational risks include, and our resulting revenues therefore depend on, among other things: (i) occupancy rates; (ii) the entrance fees and rental rates charged to residents; (iii) the requirements of, or changes to, governmental reimbursement programs such as Medicare or Medicaid, to the extent applicable, including changes to reimbursement rates; (iv) our operators’ reputations and ability to attract and retain residents; (v) general economic conditions and market factors that impact seniors, including general inflationary pressures; (vi) competition from other senior housing providers; (vii) compliance with federal, state, local, and industry-regulated licensure, certification and inspection laws, regulations and standards; (viii) litigation involving our properties or residents/patients; (ix) the availability and cost of general and professional liability insurance coverage or increases in insurance policy deductibles; and (x) the ability to control operating expenses.
We derive a significant portion of our revenues from leasing properties pursuant to leases that generally provide for fixed rental rates, subject to annual escalations. If inflation exceeds our annual escalations, as it often recently has, our growth and profitability may be limited.
We derive a significant portion of our revenues from leasing properties pursuant to leases that generally provide for fixed rental rates, subject to annual escalations. If inflation exceeds our annual escalations, our growth and profitability may be limited.
Our level of indebtedness may increase and materially adversely affect our future operations. Our outstanding indebtedness as of December 31, 2024 was approximately $8.7 billion. We may incur additional indebtedness, which may be substantial.
Our level of indebtedness may increase and materially adversely affect our future operations. Our outstanding indebtedness as of December 31, 2025 was approximately $9.8 billion. We may incur additional indebtedness, which may be substantial.
The sale of, or replacement of any operator at, our senior housing facilities, or the foreclosure of a loan secured by senior housing real estate, could be delayed by the regulatory approval process of any federal, state, or local government agency necessary for the transfer of the property or the replacement of the operator licensed to manage the property, during which time the property may experience performance declines.
The sale of, or replacement of any operator at, our senior housing facilities could be delayed by the regulatory approval process of any federal, state, or local government agency necessary for the transfer of the property or the replacement of the operator licensed to manage the property, during which time the property may experience performance declines.
Physicians Realty Trust and the Physicians Partnership had also entered into similar tax protection arrangements with certain third parties and, as a result of the Merger, we inherited the obligations under such arrangements. Our charter contains ownership limits with respect to our common stock and other classes of capital stock.
(the “Physicians Partnership”) had also entered into similar tax protection arrangements with certain third parties and, as a result of the Merger, we inherited the obligations under such arrangements. Our charter contains ownership limits with respect to our common stock and other classes of capital stock.
We cannot make any assessment as to the ultimate timing or the effect that any future changes may have on our tenants’, operators’, and borrowers’ costs of doing business, or the cost of doing business for or the assets owned in our CCRC segment or through the SFW SH JV, and on the amount of reimbursement by government and other third-party payors.
We cannot make any assessment as to the ultimate timing or the effect that any future changes may have on our tenants’, operators’, and borrowers’ costs of doing business, or the cost of doing business for or the assets owned in our senior housing segment, and on the amount of reimbursement by government and other third-party payors.
We and our senior housing operators (including operators of senior housing facilities that we have subsequently disposed of) received relief funds through several distributions. 32 Table of Contents PRF funds are intended to reimburse eligible providers for unreimbursed health care-related expenses and lost revenues attributable to Covid and must be used only to prevent, prepare for, or respond to Covid.
We and our senior housing operators (including operators of senior housing facilities that we have subsequently disposed of) received relief funds through several distributions. PRF funds were intended to reimburse eligible providers for unreimbursed health care-related expenses and lost revenues attributable to Covid and were used only to prevent, prepare for, or respond to Covid.
Furthermore, with respect to our CCRC properties and the properties in our SWF SH JV, all of which are operated in RIDEA structures, we generally directly bear the costs of any such increases in litigation, monitoring, reporting, and insurance due to our direct exposure to the cash flows of such properties.
Furthermore, with respect to our senior housing properties, all of which are operated in RIDEA structures, we generally directly bear the costs of any such increases in litigation, monitoring, reporting, and insurance due to our direct exposure to the cash flows of such properties.
Although we have taken steps to protect the security of our information systems, with multiple layers of controls around the data maintained in those systems, it is possible that our safety and security measures will not prevent the systems’ improper functioning or damage, or the improper access of systems or disclosure of personally identifiable information such as in the event of cyber-attacks or other cybersecurity incidents.
Although we have taken steps to protect the security of our information systems, with multiple layers of controls around the data maintained in those systems, our safety and security measures cannot always prevent the systems’ improper functioning or damage, or the improper access of systems or disclosure of personally identifiable information such as in the event of cyber-attacks or other cybersecurity incidents.
Because many of the properties securing our mortgage loans are licensed senior housing health care facilities, we would also need to navigate and comply with various healthcare regulatory matters in a variety of states in connection with any foreclosure effort.
Because many of the properties securing our mortgage loans are health care facilities, we may need to navigate and comply with various healthcare regulatory matters in a variety of states in connection with any foreclosure effort.
As a result, we have limited rights to direct or influence the business or operations of our CCRCs and in the properties owned by our SWF SH JV, all of which are under RIDEA structures, and we depend on our operators to operate these properties in a manner that complies with applicable law, minimizes legal risk, and maximizes the value of our investment.
As a result, we have limited rights to direct or influence the business or operations of our senior housing properties, all of which are under RIDEA structures, and we depend on our operators to operate these properties in a manner that complies with applicable law, minimizes legal risk, and maximizes the value of our investment.
Additionally, changing technologies, political and regulatory conditions, and cultural trends could negatively impact future demand for our properties, which could have a material adverse effect on our business, results of operations, and financial condition. 14 Table of Contents Life science industry changes could have a material adverse effect on our business, results of operations, and financial condition.
Additionally, changing technologies and cultural trends could negatively impact future demand for our properties, which could have a material adverse effect on our business, results of operations, and financial condition. Life science industry changes could have a material adverse effect on our business, results of operations, and financial condition.
In addition, under these agreements, we may be required to maintain a minimum level of indebtedness throughout the term of the agreements regardless of whether such debt levels are otherwise required to operate our business.
In addition, under these agreements, we may be required to maintain a minimum level of indebtedness throughout the term of the agreements regardless of whether such debt levels are otherwise required to operate our business. Physicians Realty Trust and Physicians Realty L.P.
At the same time, diverging views on corporate impact may emerge from regulators and stakeholders, potentially resulting in increased scrutiny of our corporate impact practices and political or reputational risk. We have established corporate goals to reduce greenhouse gas emissions, energy, water and waste in our operations, and various regions in which we own properties are establishing building performance standards.
At the same time, diverging and evolving views on corporate impact from regulators and other stakeholders may result in increased scrutiny of our corporate impact practices and political, regulatory, or reputational risk. 26 Table of Contents We have established corporate goals to reduce greenhouse gas emissions, energy, water and waste in our operations, and various regions in which we own properties are establishing building performance standards.
Our insurance coverage does not include damages as a result of a pandemic (such as Covid), including business interruption, loss of revenue or earnings, or any related effects (e.g., increased costs related to personal protective equipment, sanitization/sterilization of surfaces and equipment, and additional staffing).
Any business interruption insurance may not fully compensate the lender or us for such loss of revenue. Our insurance coverage does not include damages as a result of a pandemic, including business interruption, loss of revenue or earnings, or any related effects (e.g., increased costs related to personal protective equipment, sanitization/sterilization of surfaces and equipment, and additional staffing).
In addition, our outpatient medical and senior housing tenants, operators, and borrowers compete with certain companies that have superior resources and attributes and/or provide similar healthcare services or alternatives such as home health agencies, telemedicine, life care at home, community-based service programs, retirement communities, and convalescent centers.
In addition, our tenants, operators, and borrowers compete with certain companies that provide similar healthcare services or alternatives such as home health agencies, telemedicine, life care at home, community-based service programs, retirement communities, and convalescent centers.
Transfers of senior housing properties, including in connection with the foreclosure of a real-estate secured loan, to successor owners or operators are typically subject to regulatory approvals or ratifications, including change of ownership approvals for licensure and Medicare / Medicaid (if applicable) that are not required for transfers of other types of commercial operations and other types of real estate.
Transfers of senior housing properties to successor owners or operators are typically subject to regulatory approvals or ratifications, including change of ownership approvals for licensure and Medicare / Medicaid (if applicable) that are not required for transfers of other types of commercial operations and other types of real estate.
In particular, (i) a significant portion of our lab development projects and approximately 67% of our lab portfolio (based on gross asset value as of December 31, 2024) was concentrated in California, which is known to be subject to earthquakes, wildfires, and other natural disasters, and (ii) approximately 68% of our CCRC portfolio (based on gross asset value as of December 31, 2024) was concentrated in Florida, which is known to be subject to hurricanes.
In particular, (i) a significant portion of our lab development projects and approximately 69% of our lab portfolio (based on gross asset value as of December 31, 2025) was concentrated in California, which is known to be subject to earthquakes, wildfires, and other natural disasters, and (ii) approximately 69% of our life plan community portfolio (based on gross asset value as of December 31, 2025) was concentrated in Florida, which is known to be subject to hurricanes.
PRF funds received under certain targeted distributions are further limited to specific uses. Additionally, the PRF program imposes certain distribution-specific eligibility criteria and requires recipients to comply with various terms and conditions.
PRF funds received under certain targeted distributions were further limited to specific uses. Additionally, the PRF program imposed certain distribution-specific eligibility criteria and required recipients to comply with various terms and conditions.
No reported decision of a Maryland appellate court has interpreted provisions similar to the provisions of the operating agreement of Healthpeak OP that modify and reduce our fiduciary duties or obligations as the managing member or reduce or eliminate our liability to Healthpeak OP and its members, and we have not obtained an opinion of counsel as to the enforceability of the provisions set forth in the operating agreement that purport to modify or reduce the fiduciary duties and obligations that would be in effect were it not for the operating agreement. 36 Table of Contents Certain provisions in the operating agreement of Healthpeak OP or other agreements may delay or prevent unsolicited acquisitions of us or certain other transactions.
No reported decision of a Maryland appellate court has interpreted provisions similar to the provisions of the operating agreement of Healthpeak OP that modify and reduce our fiduciary duties or obligations as the managing member or reduce or eliminate our liability to Healthpeak OP and its members, and we have not obtained an opinion of counsel as to the enforceability of the provisions set forth in the operating agreement that purport to modify or reduce the fiduciary duties and obligations that would be in effect were it not for the operating agreement.
Cybersecurity incidents and cybersecurity threats affecting our or our operators’ or other third party providers’ information systems, including those caused by physical or electronic break-ins, computer viruses, malware, worms, attacks by hackers or foreign governments, ransomware attacks, disruptions from unauthorized access and tampering, including through social engineering such as phishing or vishing attacks, coordinated denial-of-service attacks, and similar breaches, could result in, among other things: (i) system disruptions; (ii) shutdowns; (iii) unauthorized access to or disclosure of confidential information, including as a result of impersonation of authorized users or manipulated communications; (iv) misappropriation of our or our business partners’ proprietary or confidential information; (v) breach of our legal, regulatory, or contractual obligations; (vi) inability to access or rely upon critical business records or systems; or (vii) other delays in our operations.
We do not control the cybersecurity systems and protocols put in place by our operators or other third parties, and such parties may have limited indemnification obligations to us, which could cause us to be negatively impacted as a result. 28 Table of Contents Cybersecurity incidents and cybersecurity threats affecting our or our operators’ or other third party providers’ information systems, including those caused by physical or electronic break-ins, computer viruses, malware, worms, attacks by hackers or foreign governments, ransomware attacks, disruptions from unauthorized access and tampering, including through social engineering such as phishing or vishing attacks, coordinated denial-of-service attacks, and similar breaches, could result in, among other things: (i) system disruptions; (ii) shutdowns; (iii) unauthorized access to or disclosure of confidential information, including as a result of impersonation of authorized users or manipulated communications; (iv) misappropriation of our or our business partners’ proprietary or confidential information; (v) breach of our legal, regulatory, or contractual obligations; (vi) inability to access or rely upon critical business records or systems; or (vii) other delays in our operations.
If venture capital firms, private investors, the public markets, companies in the life science industry, the government, or other sources of funding are difficult to obtain or unavailable to support our tenants’ activities, including as a result of general economic conditions or adverse market conditions that negatively impact our tenants’ ability to raise capital, our tenants’ business would be adversely affected or could fail.
If venture capital firms, private investors, the public markets, companies in the life science industry, the government, or other sources of funding are difficult to obtain or unavailable to support our tenants’ activities, including as a result of changes to regulatory policies and actions by the U.S. political administration (including those described earlier), general economic conditions, adverse market conditions, or uncertainty that negatively impact our tenants’ ability to raise capital, our tenants’ business would be adversely affected or could fail.
Epidemics, pandemics, or other infectious diseases, including future outbreaks of Covid and its variants, as well as both future widespread and localized outbreaks of infectious diseases and other health concerns, and the health and safety measures taken to reduce the spread or lessen the impact, could cause a material disruption to our industry or deteriorate the economy as a whole.
Epidemics, pandemics, or widespread or localized infectious disease outbreaks, as well as other health concerns, and the health and safety measures taken to reduce the spread or lessen the impact, could cause a material disruption to our industry or deteriorate the economy as a whole.
In recent periods, many of our costs, including labor costs, construction costs, utilities, and other operating and administrative costs, have been adversely affected by macroeconomic trends, including inflation, price volatility, declines in economic growth rates, and changes in unemployment.
In recent periods, many of our costs, including borrowing, construction, labor, utilities, and other operating and administrative costs, have been adversely affected by macroeconomic trends, including higher interest rates, inflation, price volatility, and changes in unemployment, among other factors.
The FOMC may maintain a higher federal funds rate for a longer period of time, or may determine to raise the federal funds rate again, either of which would likely lead to higher short-term interest rates and the possibility of lower asset values, slowing economic growth and increasing the possibility of a recession.
The FOMC may not reduce the federal funds rate in the amounts or on the timeline currently anticipated, which could result in a higher federal funds rate for a longer period of time, or the FOMC may determine to raise the federal funds rate again, either of which would likely lead to higher short-term interest rates and the possibility of lower asset values, slowing economic growth and increasing the possibility of a recession.
When a debtor rejects its leases with us, obligations under such rejected leases cease. The claim against the rejecting debtor for remaining rental payments due under the lease is an unsecured claim limited by the statutory cap set forth in the U.S. Bankruptcy Code. This statutory cap may be substantially less than the remaining rent actually owed under the lease.
The claim against the rejecting debtor for remaining rental payments due under the lease is an unsecured claim limited by the statutory cap set forth in the U.S. Bankruptcy Code. This statutory cap may be substantially less than the remaining rent actually owed under the lease.
Provisions of the operating agreement of Healthpeak OP may delay or make more difficult unsolicited acquisitions of us or changes of our control. These provisions could discourage third parties from making proposals involving an unsolicited acquisition of us or change of our control, although some of our stockholders or members of Healthpeak OP might consider such proposals, if made, desirable.
These provisions could discourage third parties from making proposals involving an unsolicited acquisition of us or change of our control, although some of our stockholders or members of Healthpeak OP might consider such proposals, if made, desirable.
Any such impairment, reserve, allowance, or credit loss, or any change in any of the foregoing, could have an adverse impact on our results of operations and financial condition. We may invest substantial resources and time in transactions that are not consummated. We regularly review potential transactions in order to maximize stockholder value.
Any such impairment, reserve, allowance, or credit loss, or any change in any of the foregoing, could have an adverse impact on our results of operations and financial condition. 24 Table of Contents We may invest substantial resources and time in investments or transactions that are not consummated.
If we are restricted, delayed, or prohibited from evicting tenants for failing to make contractual rent payments, it may have a material adverse effect on our business, results of operations, and financial condition.
If we are restricted, delayed, or prohibited from evicting tenants for failing to make contractual rent payments, it may have a material adverse effect on our business, results of operations, and financial condition. Human capital risks, including the loss or limited availability of our key personnel, could disrupt or impair our operations.
Our inability to timely respond to economic or investment performance changes could have a material adverse effect on our business, results of operations, and financial condition. Identifying and securing new or replacement tenants or operators can be time consuming and costly.
As a result, we may be unable to recognize full value for any property that we seek to sell. Our inability to timely respond to economic or investment performance changes could have a material adverse effect on our business, results of operations, and financial condition. Identifying and securing new or replacement tenants or operators can be time consuming and costly.
The operating agreement further provides that, in the event of a conflict between the interests of Healthpeak OP or any member, on the one hand, and the separate interests of our company or our stockholders, on the other hand, we, in our capacity as the managing member of Healthpeak OP, may give priority to the separate interests of our company or our stockholders (including with respect to tax consequences to members, assignees, or our stockholders), and, in the event of such a conflict, any action or failure to act on our part or on the part of our directors or officers that gives priority to the separate interests of our company or our stockholders that does not result in a violation of the contract rights of the members of Healthpeak OP under its operating agreement does not violate the duty of loyalty or any other duty that we, in our capacity as the managing member of Healthpeak OP, owe to Healthpeak OP and its members.
The operating agreement further provides that, in the event of a conflict between the interests of Healthpeak OP or any member, on the one hand, and the separate interests of our company or our stockholders, on the other hand, we, in our capacity as the managing member of Healthpeak OP, may give priority to the separate interests of our company or our stockholders (including with respect to tax consequences to members, assignees, or our stockholders), and, in the event of such a conflict, any action or failure to act on our part or on the part of our directors or officers that gives priority to the separate interests of our company or our stockholders that does not result in a violation of the contract rights of the members of Healthpeak OP under its operating agreement does not violate the duty of loyalty or any other duty that we, in our capacity as the managing member of Healthpeak OP, owe to Healthpeak OP and its members. 36 Table of Contents Additionally, the operating agreement provides that we generally will not be liable to Healthpeak OP or any member for any action or omission taken in our capacity as managing member, for the debts or liabilities of Healthpeak OP or for the obligations of Healthpeak OP under the operating agreement, except for liability for our fraud, willful misconduct, or gross negligence, pursuant to any express indemnity we may give to Healthpeak OP, or in connection with a redemption.
Bankruptcy and insolvency laws afford certain rights to a defaulting tenant, operator, or borrower that has filed for bankruptcy or reorganization that has, and in the future may, render certain of our remedies unenforceable or, at the least, delay our ability to pursue such remedies and realize any related recoveries.
Bankruptcy and insolvency laws afford certain rights to a defaulting tenant, operator, or borrower that has filed for bankruptcy or reorganization that has, and in the future may, render certain of our remedies unenforceable or, at the least, delay our ability to pursue such remedies and realize any related recoveries. 16 Table of Contents A debtor has the right to assume, or to assume and assign to a third party, or to reject its executory contracts and unexpired leases in a bankruptcy proceeding.
If our lab tenants’ businesses are adversely affected, they may fail to make their rent payments to us, which could have a material adverse effect on our business, results of operations, and financial condition.
If our lab tenants’ businesses are adversely affected, they may be unable to meet their financial obligations to us or expand within our properties, which could have a material adverse effect on our business, results of operations, and financial condition.
Unfavorable resolution of any such litigation, including an outsized jury verdict, or negative publicity as a result of such litigation could have a material adverse effect on our business, results of operations, and financial condition.
Unfavorable resolution of any such litigation, including an outsized jury verdict, particularly if it exceeds our insurance policy limits or is not covered by insurance at all, or negative publicity as a result of such litigation could have a material adverse effect on our business, results of operations, and financial condition.
We utilize software and platforms designed to detect such cybersecurity threats, including AI-based tools, but these threats could become more sophisticated and harder to detect and counteract, which may pose significant risks to our data security and systems. Such cybersecurity attacks, if successful, could lead to data breaches, loss of confidential or sensitive information, and financial or reputational harm.
We utilize software and platforms designed to detect such cybersecurity threats, including AI-based tools, but these threats could become more sophisticated and harder to detect and counteract, which may pose significant risks to our data security and systems.
Further, all distributions are made at the discretion of our Board of Directors in accordance with Maryland law and depend on: (i) our earnings; (ii) our financial condition; (iii) debt and equity capital available to us; (iv) our expectations for future capital requirements and operating performance; (v) covenants in our financial or other contractual arrangements, including those in our credit facility agreement; (vi) maintenance of our REIT qualification; and (vii) other factors as our Board of Directors may deem relevant from time to time. 27 Table of Contents If access to external capital is unavailable on acceptable terms or at all, it could have a material adverse effect on our ability to meet commitments as they become due or make investments necessary to grow our business.
Further, all distributions are made at the discretion of our Board of Directors in accordance with Maryland law and depend on: (i) our earnings; (ii) our financial condition; (iii) debt and equity capital available to us; (iv) our expectations for future capital requirements and operating performance; (v) covenants in our financial or other contractual arrangements, including those in our credit facility agreement; (vi) maintenance of our REIT qualification; and (vii) other factors as our Board of Directors may deem relevant from time to time.
Interest rates rose substantially in 2022 and 2023. U.S. government policies implemented to address inflation, including actions by the Federal Reserve System’s Federal Open Market Committee (the “FOMC”) to increase short-term interest rates, resulted in increases in interest rates in the credit markets and other impacts on the macroeconomic environment.
U.S. government policies implemented to address inflation, including actions by the Federal Reserve System’s Federal Open Market Committee (the “FOMC”) to increase short-term interest rates, resulted in increases in interest rates in the credit markets and other impacts on the macroeconomic environment. Interest rates may remain elevated above historical levels for extended periods or rise again.
Alternatively, we may determine to sell a distressed loan for less than full value, in which event we may incur a loss on the investment. 21 Table of Contents We may be required to recognize reserves, allowances, credit losses, or impairment charges.
We may also determine that substantial improvements or repairs to the property are necessary in order to maximize the property’s investment potential. Alternatively, we may determine to sell a distressed loan for less than full value, in which event we may incur a loss on the investment. We may be required to recognize reserves, allowances, credit losses, or impairment charges.
Some investors may use corporate impact factors to guide their investment strategies and, in some cases, may choose not to invest in us if our corporate impact commitment and performance do not satisfy their criteria.
Some investors, tenants, business partners and other stakeholders, as well as regulators and other groups, focus on our corporate impact and sustainability commitments and performance. Some investors use corporate impact factors to guide their investment strategies and, in some cases, may choose not to invest in us if our corporate impact commitment and performance do not satisfy their criteria.
Any failure to adequately train employees or to maintain proper function, security, and availability of our and our operators’ information systems and the data maintained in those systems could interrupt our operations, damage our reputation, subject us to liability claims or regulatory penalties, harm our business relationships, or increase our security and insurance costs, which could have a material adverse effect on our business, financial condition, and results of operations. 25 Table of Contents Our tenants and borrowers may also from time to time experience cybersecurity incidents or cybersecurity threats that compromise, damage or disrupt their information systems or result in the loss or misuse of confidential information, intellectual property or sensitive or personal information.
Any failure to adequately train employees or to maintain proper function, security, and availability of our and our operators’ information systems and the data maintained in those systems could interrupt our operations, damage our reputation, subject us to liability claims or regulatory penalties, harm our business relationships, or increase our security and insurance costs, which could have a material adverse effect on our business, financial condition, and results of operations.
The integration of AI tools in the healthcare industry may present significant opportunities and risks, including for our tenants. For example, in the life science industry, AI predictive models have the potential to be utilized broadly across various stages of drug development. Physicians in our outpatient medical portfolio may use AI tools to run comprehensive diagnostic tests.
For example, in the life science industry, AI predictive models have the potential to be utilized broadly across various stages of drug development. Physicians in our outpatient medical portfolio may use AI tools to run comprehensive diagnostic tests. However, the adoption of AI tools also introduces a complex risk landscape for our tenants, similar to those risks described above.
Successful integration of acquired companies and/or internalization of the property management function, as applicable, depends primarily on our ability to consolidate operations, systems, procedures, properties, and personnel, and to eliminate redundancies and reduce costs. We may encounter difficulties in these integrations and property management internalizations.
We may not be able to successfully integrate or operate acquisitions and/or internalize property management, or may incur unanticipated liabilities. Successful integration of acquired companies and/or internalization of the property management function, as applicable, depends primarily on our ability to consolidate operations, systems, procedures, properties, and personnel, and to eliminate redundancies and reduce costs.
Moreover, negative publicity of any of our operators’, property managers’, or tenants’ litigation, other legal proceedings or investigations may also negatively impact their and our reputation, resulting in lower customer demand and revenues, which could have a material adverse effect on our financial condition, results of operations, and cash flows.
Moreover, negative publicity of any of our operators’, property managers’, or tenants’ litigation, other legal proceedings or investigations may also negatively impact their and our reputation, resulting in lower customer demand and revenues, which could have a material adverse effect on our financial condition, results of operations, and cash flows. 25 Table of Contents We may also be named as defendants in lawsuits arising out of our alleged actions or the alleged actions of our tenants, operators, or property managers for which such tenants, operators, or property managers may have agreed to indemnify us.
As set forth below, we believe that the risks we face generally fall into the following categories: • risks related to our business and operations; • risks related to our capital structure and market conditions; • risks related to the regulatory environment; • risks relating to integration and property management internalization following our Merger with Physicians Realty Trust; • risks related to tax, including REIT-related risks, and related to our jurisdiction of incorporation and our structure as an UPREIT.
As set forth below, we believe that the risks we face generally fall into the following categories: • risks related to our business and operations; • risks related to our capital structure and market conditions; • risks related to the pending Janus Living Offering and our relationship with Janus Living if the Janus Living Offering is completed; and • risks related to tax, including REIT-related risks, and related to our jurisdiction of incorporation and our structure as an UPREIT.
In addition, some environmental laws create a lien on the contaminated site in favor of the government for damages and the costs it incurs in connection with the contamination, and/or impose fines and penalties on the property owner with respect to such contamination. 23 Table of Contents Although we currently carry environmental insurance on our properties in an amount that we believe is commercially reasonable and generally require our tenants and operators to indemnify us for environmental liabilities they cause, such liabilities could exceed the amount of our insurance, the financial ability of the tenant or operator to indemnify us, or the value of the contaminated property.
Although we currently carry environmental insurance on our properties in an amount that we believe is commercially reasonable and generally require our tenants and operators to indemnify us for environmental liabilities they cause, such liabilities could exceed the amount of our insurance, the financial ability of the tenant or operator to indemnify us, or the value of the contaminated property.
Laws or regulations prohibiting eviction of our tenants, even on a temporary basis, could have a material adverse effect on our revenues if our tenants fail to make their contractual rent payments to us.
Differences in operators’ PRF policies and protocols may adversely impact availability of data and financial audits. 27 Table of Contents Laws or regulations prohibiting eviction of our tenants, even on a temporary basis, could have a material adverse effect on our revenues if our tenants fail to make their contractual rent payments to us.
The ownership limits may delay, defer or prevent a transaction or a change of control that might involve a premium price for our common stock or might otherwise be in the best interests of our stockholders. 35 Table of Contents We are subject to certain provisions of Maryland law and our charter relating to business combinations that may prevent a transaction that may otherwise be in the interest of our stockholders.
The ownership limits may delay, defer or prevent a transaction or a change of control that might involve a premium price for our common stock or might otherwise be in the best interests of our stockholders.
We also may be subject to or incur costs related to PRF compliance activities, as well as government oversight and enforcement, including post-payment recovery and recoupment and government investigations, audits, enforcement activity, and penalties. Our current and former operators may similarly be impacted. Differences in operators’ PRF policies and protocols may adversely impact availability of data and financial audits.
Even though no new PRF program funds were received in 2025, we may still be subject to or incur costs related to PRF compliance activities, as well as government oversight and enforcement, including post-payment recovery and recoupment and government investigations, audits, enforcement activity, and penalties. Our current and former operators may similarly be impacted.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeWe also seek to engage reputable service providers that maintain cybersecurity programs or controls. We have not identified risks from known cybersecurity threats within the prior fiscal year, including as a result of any prior cybersecurity incident, that have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations, or financial condition.
Biggest changeWe also seek to engage reputable service providers that maintain cybersecurity programs or controls. We have not identified risks from known cybersecurity threats within the prior three fiscal years, including as a result of any prior cybersecurity incident, that have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations, or financial condition.
The Audit Committee periodically provides updates on these matters to the Board of Directors. 38 Table of Contents Our enterprise risk team consists of cross-functional professionals who collaborate with subject matter specialists, as necessary, including an independent third-party expert we have retained to functionally serve as a virtual chief information security officer (“CISO”), to identify and assess material risks from cybersecurity threats, their severity, and potential mitigation steps.
The Audit Committee periodically provides updates on these matters to the Board of Directors. 39 Table of Contents Our enterprise risk team consists of cross-functional professionals who collaborate with subject matter specialists, as necessary, including an independent third-party expert we have retained to functionally serve as a virtual chief information security officer (“CISO”), to identify and assess material risks from cybersecurity threats, their severity, and potential mitigation steps.

Item 2. Properties

Properties — owned and leased real estate

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Biggest change(3) Represents the combined amount of rental and related revenues and resident fees and services. 40 Table of Contents Occupancy and Annual Rent Trends The following table summarizes occupancy and average annual rent trends for our consolidated properties for the years ended December 31 (average occupied square feet in thousands): 2024 2023 2022 Outpatient medical: Average occupancy percentage (1) 92 % 90 % 90 % Average annual rent per square foot (2) $ 36 $ 35 $ 33 Average occupied square feet 32,431 21,337 21,472 Lab: Average occupancy percentage (1) 96 % 98 % 98 % Average annual rent per square foot (2) $ 87 $ 82 $ 71 Average occupied square feet 9,404 10,334 10,610 CCRC: Average occupancy percentage (1) 85 % 84 % 82 % Average annual rent per occupied unit (3) $ 94,103 $ 88,524 $ 84,664 Average occupied units 6,041 5,960 5,926 _______________________________________ (1) Average occupancy excludes any of the following: (i) developments, (ii) significant redevelopments, (iii) newly completed properties under lease-up, and (iv) properties held for sale.
Biggest change(3) Represents the combined amount of rental and related revenues and resident fees and services. 41 Table of Contents Occupancy and Annual Rent Trends The following table summarizes occupancy and average annual rent trends for our consolidated properties for the years ended December 31 (average occupied square feet in thousands): 2025 2024 2023 Outpatient medical: Average occupancy percentage (1) 92 % 92 % 90 % Average annual rent per square foot (2) $ 38 $ 36 $ 34 Average occupied square feet 32,396 31,767 20,772 Lab: Average occupancy percentage (1) 95 % 96 % 98 % Average annual rent per square foot (2) $ 90 $ 87 $ 82 Average occupied square feet 8,860 9,404 10,334 Senior housing: Average occupancy percentage (1) 87 % 85 % 84 % Average annual rent per occupied unit (3) $ 98,776 $ 94,103 $ 88,524 Average occupied units 6,115 6,041 5,960 Other non-reportable: Average occupancy percentage (1) 81 % 85 % 81 % Average annual rent per square foot (2) $ 34 $ 31 $ 38 Average occupied square feet 667 664 565 _______________________________________ (1) Average occupancy excludes any of the following: (i) developments, (ii) significant redevelopments, (iii) newly completed properties under lease-up, and (iv) properties held for sale.
(2) Presented as a ratio of revenues comprised of rental and related revenues divided by average occupied square feet and annualized for acquisitions for the year in which they occurred. Average annual rent excludes termination fees and non-cash revenue adjustments (i.e., straight-line rents and amortization of market lease intangibles).
(2) Presented as a ratio of revenues comprised of rental and related revenues divided by average occupied square feet and annualized for acquisitions for the year in which they occurred. Average annual rent excludes termination fees and non-cash revenue adjustments (i.e., straight-line rents, amortization of market lease intangibles, and deferred revenues).
In evaluating potential investments, we consider a multitude of factors, including: • location, construction quality, age, condition, and design of the property; • geographic area, proximity to other healthcare facilities, type of property, and demographic profile, including new competitive supply; • whether the expected risk-adjusted return exceeds the incremental cost of capital; • whether the rent or operating income provides a competitive market return to our investors; • duration, rental rates, tenant and operator quality, and other attributes of in-place leases, including master lease structures and coverage; • current and anticipated cash flow and its adequacy to meet our operational needs; • availability of security such as letters of credit, security deposits, and guarantees; • potential for capital appreciation; • expertise and reputation of the tenant or operator; • occupancy and demand for similar healthcare facilities in the same or nearby communities; • availability of qualified operators or property managers and whether we can manage the property; • potential for environmentally sustainable and/or resilient features of the property; • potential alternative uses of the facilities; • the regulatory and reimbursement environment in which the properties operate; • tax laws related to REITs; • prospects for liquidity through financing or refinancing; and • our access to and cost of capital. 39 Table of Contents Properties The following table summarizes our consolidated property investments as of and for the year ended December 31, 2024 (square feet and dollars in thousands): Facility Location Number of Facilities Capacity (1) Gross Asset Value (2) Real Estate Revenues (3) Operating Expenses Outpatient medical: (Sq.
In evaluating potential investments, we consider a multitude of factors, including: • location, construction quality, age, condition, and design of the property; • geographic area, proximity to other healthcare facilities, type of property, and demographic profile, including new competitive supply; • whether the expected risk-adjusted return exceeds the incremental cost of capital; • whether the rent or operating income provides a competitive market return to our investors; • duration, rental rates, tenant and operator quality, and other attributes of in-place leases, including master lease structures and coverage; • current and anticipated cash flow and its adequacy to meet our operational needs; • availability of security such as letters of credit, security deposits, and guarantees; • potential for capital appreciation; • expertise and reputation of the tenant or operator; • occupancy and demand for similar healthcare facilities in the same or nearby communities; • availability of qualified operators or property managers and whether we can manage the property; • potential for environmentally sustainable and/or resilient features of the property; • potential alternative uses of the facilities; • the regulatory and reimbursement environment in which the properties operate; • tax laws related to REITs; • prospects for liquidity through financing or refinancing; and • our access to and cost of capital. 40 Table of Contents Properties The following table summarizes our consolidated property investments as of and for the year ended December 31, 2025 (square feet and dollars in thousands): Facility Location Number of Facilities Capacity (1) Gross Asset Value (2) Real Estate Revenues (3) Operating Expenses Outpatient medical: (Sq.
(2) The most recent month’s (or subsequent month’s, if acquired in the most recent month) base rent, including additional rent floors, annualized for 12 months. Base rent does not include tenant recoveries, additional rents in excess of floors, and non-cash revenue adjustments (i.e., straight-line rents, amortization of market lease intangibles, and deferred revenues). 41 Table of Contents ITEM 3.
(2) The most recent month’s (or subsequent month’s, if acquired in the most recent month) base rent, including additional rent floors, annualized for 12 months. Base rent does not include tenant recoveries, additional rents in excess of floors, and non-cash revenue adjustments (i.e., straight-line rents, amortization of market lease intangibles, and deferred revenues). 43 Table of Contents ITEM 3.
Legal Proceedings See the “Legal Proceedings” section of Note 12 to the Consolidated Financial Statements for information regarding legal proceedings, which information is incorporated by reference in this Item 3. ITEM 4. Mine Safety Disclosures None. 42 Table of Contents PART II
Legal Proceedings See the “Legal Proceedings” section of Note 12 to the Consolidated Financial Statements for information regarding legal proceedings, which information is incorporated by reference in this Item 3. ITEM 4. Mine Safety Disclosures None. 44 Table of Contents PART II
(2) Represents gross real estate which includes the carrying amount of real estate after adding back accumulated depreciation and amortization. Excludes gross real estate of $11 million related to one outpatient medical building classified as held for sale .
Excludes gross real estate of $158 million related to six lab buildings and two outpatient medical buildings classified as held for sale .
Removed
Ft.) Texas 103 9,333 $ 2,103,743 $ 295,840 $ (99,990) Florida 39 2,206 584,475 72,769 (25,323) Pennsylvania 15 1,613 456,194 42,747 (17,205) Tennessee 25 2,348 441,428 71,504 (23,695) Colorado 23 1,443 425,430 54,562 (32,255) Georgia 14 1,418 398,723 43,848 (14,281) Other (36 States) 288 17,682 4,646,540 624,474 (193,244) Total outpatient medical 507 36,043 $ 9,056,533 $ 1,205,744 $ (405,993) Lab: (Sq.
Added
Ft.) Texas 94 9,067 $ 2,040,402 $ 323,402 $ (111,949) Florida 35 2,027 540,870 80,411 (27,457) Tennessee 25 2,303 454,341 77,128 (25,850) Colorado 23 1,516 441,756 61,171 (32,851) Georgia 15 1,386 444,275 58,944 (19,593) Kentucky 21 2,014 380,975 68,314 (22,151) Other (35 states) 273 16,269 4,564,352 604,135 (184,290) Total outpatient medical 486 34,582 $ 8,866,971 $ 1,273,505 $ (424,141) Lab: (Sq.
Removed
Ft.) California 106 7,862 $ 5,919,953 $ 632,860 $ (162,212) Massachusetts 19 2,613 2,838,593 241,376 (73,290) Other (1 State) 4 240 54,239 7,216 (4,118) Total lab 129 10,715 $ 8,812,785 $ 881,452 $ (239,620) CCRC: (Units) Florida 9 4,774 $ 1,395,819 $ 367,604 $ (282,500) Other (5 States) 6 2,286 649,297 200,871 (146,748) Total CCRC 15 7,060 $ 2,045,116 $ 568,475 $ (429,248) Total properties 651 $ 19,914,434 $ 2,655,671 $ (1,074,861) _______________________________________ (1) Excludes capacity associated with developments.
Added
Ft.) California 112 8,532 $ 6,481,573 $ 596,098 $ (171,358) Massachusetts 19 2,613 2,902,117 255,071 (72,528) Other (1 state) 4 — 100 8,851 (1,273) Total lab 135 11,145 $ 9,383,790 $ 860,020 $ (245,159) Senior housing: (Units) Florida 9 4,780 $ 1,477,423 $ 388,390 $ (290,469) Other (5 states) 6 2,287 674,697 215,599 (157,385) Total senior housing 15 7,067 $ 2,152,120 $ 603,989 $ (447,854) Other non-reportable: (Sq.
Removed
(3) Presented as a ratio of revenues comprised of resident fees and services and government grant income divided by average occupied units of the facilities. Average annual rent excludes termination fees and non-cash revenue adjustments (i.e., the impact of deferred community fee income).
Added
Ft.) Other (3 states) 3 1,025 $ 208,657 $ 23,218 $ (11,945) Total other non-reportable segments 3 1,025 $ 208,657 $ 23,218 $ (11,945) Total properties 639 $ 20,611,538 $ 2,760,732 $ (1,129,099) _______________________________________ (1) Excludes capacity associated with developments. (2) Represents gross real estate which includes the carrying amount of real estate after adding back accumulated depreciation.
Removed
Tenant Lease Expirations The following table shows tenant lease expirations for the next 10 years and thereafter at our consolidated properties, assuming that none of the tenants exercise any of their renewal or purchase options, and excludes properties in our CCRC segment and assets held for sale as of December 31, 2024 (dollars and square feet in thousands): Expiration Year Segment Total 2025 (1) 2026 2027 2028 2029 2030 2031 2032 2033 2034 Thereafter Outpatient medical: Square feet 33,278 3,788 4,090 3,066 3,930 3,177 2,237 2,590 2,710 1,668 1,494 4,528 Base rent (2) $ 873,741 $ 104,756 $ 116,522 $ 85,332 $ 96,518 $ 92,462 $ 60,431 $ 65,266 $ 63,952 $ 47,918 $ 38,004 $ 102,580 % of segment base rent 100 12 13 10 11 11 7 7 7 6 4 12 Lab: Square feet 9,167 675 401 1,030 694 844 1,143 1,050 969 594 693 1,074 Base rent (2) $ 572,298 $ 35,987 $ 28,059 $ 55,900 $ 37,850 $ 53,436 $ 79,287 $ 70,497 $ 63,067 $ 47,263 $ 52,233 $ 48,719 % of segment base rent 100 6 5 10 7 9 14 12 11 8 9 9 Total: Base rent (2) $ 1,446,039 $ 140,743 $ 144,581 $ 141,232 $ 134,368 $ 145,898 $ 139,718 $ 135,763 $ 127,019 $ 95,181 $ 90,237 $ 151,299 % of total base rent 100 10 10 10 9 10 10 9 9 7 6 10 _______________________________________ (1) Includes month-to-month leases.
Added
(3) Presented as a ratio of revenues comprised of resident fees and services and government grant income divided by average occupied units of the facilities. 42 Table of Contents Tenant Lease Expirations The following table shows tenant lease expirations for the next 10 years and thereafter at our consolidated properties, assuming that none of the tenants exercise any of their renewal or purchase options, and excludes properties in our senior housing segment and assets held for sale as of December 31, 2025 (dollars and square feet in thousands): Expiration Year Segment Total 2026 (1) 2027 2028 2029 2030 2031 3032 2033 2034 2035 Thereafter Outpatient medical: Square feet 31,619 3,531 3,017 3,956 3,104 2,966 2,952 2,805 1,545 1,530 1,745 4,468 Base rent (2) $ 845,505 $ 104,318 $ 86,880 $ 99,113 $ 91,240 $ 83,284 $ 75,200 $ 68,311 $ 45,331 $ 40,124 $ 34,624 $ 117,080 % of segment base rent 100 12 10 12 11 10 9 8 5 5 4 14 Lab: Square feet 9,289 552 764 578 835 1,195 1,228 817 539 984 688 1,109 Base rent (2) $ 605,552 $ 36,221 $ 48,486 $ 32,982 $ 53,749 $ 85,643 $ 82,416 $ 58,776 $ 42,304 $ 72,830 $ 39,209 $ 52,936 % of segment base rent 100 6 8 5 9 14 14 10 7 12 6 9 Other non-reportable: Square feet 763 164 57 47 91 106 4 85 — 66 11 132 Base rent (2) $ 24,375 $ 7,076 $ 2,190 $ 1,205 $ 2,669 $ 3,371 $ 95 $ 3,652 $ — $ 1,617 $ 271 $ 2,229 % of segment base rent 100 29 9 5 11 14 — 15 — 7 1 9 Total: Base rent (2) $ 1,475,432 $ 147,615 $ 137,556 $ 133,300 $ 147,658 $ 172,298 $ 157,711 $ 130,739 $ 87,635 $ 114,571 $ 74,104 $ 172,245 % of total base rent 100 9 9 9 10 12 11 9 6 8 5 12 _______________________________________ (1) Includes month-to-month leases.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

14 edited+1 added−2 removed2 unchanged
Biggest changePeriod Covered Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1) Maximum Number (or Approximate Dollar Value) of Shares that May Yet be Purchased Under the Plans or Programs (1) October 1-31, 2024 — $ — — $ 500,000,000 November 1-30, 2024 — — — 500,000,000 December 1-31, 2024 — — — 500,000,000 — $ — — $ 500,000,000 _______________________________________ (1) On July 24, 2024, our Board of Directors approved the 2024 Share Repurchase Program under which we may acquire shares of our common stock in the open market or other similar purchase techniques (including in compliance with the safe harbor provisions of Rule 10b-18 under the Exchange Act or pursuant to one or more plans adopted under Rule 10b5-1 promulgated under the Exchange Act), up to an aggregate purchase price of $500 million.
Biggest changeIssuer Purchases of Equity Securities On July 24, 2024, our Board of Directors approved the 2024 Share Repurchase Program under which we may acquire shares of our common stock in the open market or other similar purchase techniques (including in compliance with the safe harbor provisions of Rule 10b-18 under the Exchange Act or pursuant to one or more plans adopted under Rule 10b5-1 promulgated under the Exchange Act), up to an aggregate purchase price of $500 million.
Code Section 1061 is generally applicable to direct and indirect holders of “applicable partnership interests.” For the years ended December 31, 2024 and 2023, the “One Year Amounts” and “Three Year Amounts” are each zero, since all capital gains relate to Code Section 1231 gains.
Code Section 1061 is generally applicable to direct and indirect holders of “applicable partnership interests.” For each of the years ended December 31, 2025, 2024 and 2023, the “One Year Amounts” and “Three Year Amounts” are each zero, since all capital gains relate to Code Section 1231 gains.
Total cumulative return is based on a $100 investment in Healthpeak common stock and in each of the indices at the close of trading on December 31, 2019 and assumes quarterly reinvestment of dividends before consideration of income taxes. Stockholder returns over the indicated periods should not be considered indicative of future stock prices or stockholder returns.
Total cumulative return is based on a $100 investment in Healthpeak common stock and in each of the indices at the close of trading on December 31, 2020 and assumes quarterly reinvestment of dividends before consideration of income taxes. Stockholder returns over the indicated periods should not be considered indicative of future stock prices or stockholder returns.
(2) For the years ended December 31, 2024, 2023, and 2022, the amount includes $0.215960, $0.036256, and $0.017760, respectively, of unrecaptured Code Section 1250 gain. Pursuant to Treasury Regulation Section 1.1061-6(c), we are disclosing additional information related to the capital gain dividends for purposes of Section 1061 of the Code.
(2) For the years ended December 31, 2025, 2024, and 2023, the amount includes $0.047796, $0.215960, and $0.036256, respectively, of unrecaptured Code Section 1250 gain. Pursuant to Treasury Regulation Section 1.1061-6(c), we are disclosing additional information related to the capital gain dividends for purposes of Section 1061 of the Code.
For the year ended December 31, 2023, the amount includes $0.882312 of ordinary dividends qualified as business income for purposes of Code Section 199A and $0.027380 of qualified dividend income for purposes of Code Section 1(h)(11). For the year ended December 31, 2022, all $0.872948 of ordinary dividends qualified as business income for purposes of Code Section 199A.
For the year ended December 31, 2024, all $0.720440 of ordinary dividends qualified as business income for purposes of Code Section 199A. For the year ended December 31, 2023, the amount includes $0.882312 of ordinary dividends qualified as business income for purposes of Code Section 199A and $0.027380 of qualified dividend income for purposes of Code Section 1(h)(11).
(3) For the years ended December 31, 2024, 2023, and 2022, 100%, 100%, and 10.3292%, respectively, of the capital gain distributions represent gains from dispositions of U.S. real property interests pursuant to Code Section 897 for foreign shareholders.
(3) For each of the years ended December 31, 2025, 2024, and 2023, 100% of the capital gain distributions represent gains from dispositions of U.S. real property interests pursuant to Code Section 897 for foreign shareholders.
Therefore, at December 31, 2024, $500 million of the Company’s common stock remained available for repurchase under the 2024 Share Repurchase Program. 44 Table of Contents Performance Graph The graph and table below compare the cumulative total return of Healthpeak, the S&P 500 Index, and the Equity REIT Index of Nareit, from January 1, 2020 to December 31, 2024.
At December 31, 2025, $406 million of our common stock remained available for repurchase under the 2024 Share Repurchase Program. 45 Table of Contents Performance Graph The graph and table below compare the cumulative total return of Healthpeak, the S&P 500 Index, and the Equity REIT Index of Nareit, from January 1, 2021 to December 31, 2025.
ITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Our common stock is listed on the New York Stock Exchange under the symbol “DOC.” As of January 29, 2025, we had 6,645 stockholders of record, and there were 447,008 beneficial holders of our common stock.
ITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Our common stock is listed on the New York Stock Exchange under the symbol “DOC.” As of January 28, 2026, we had 6,166 stockholders of record.
The following table shows the characterization of our annual common stock distributions per share: Year Ended December 31, 2024 2023 2022 Ordinary dividends (1) $ 0.720440 $ 0.909692 $ 0.872948 Capital gains (2)(3) 0.295060 0.116992 0.183208 Nondividend distributions 0.184500 0.173316 0.143844 $ 1.200000 $ 1.200000 $ 1.200000 ______________________________________ (1) For the year ended December 31, 2024, all $0.720440 of ordinary dividends qualified as business income for purposes of Code Section 199A.
The following table shows the characterization of our annual common stock distributions per share: Year Ended December 31, 2025 2024 2023 Ordinary dividends (1) $ 0.848632 $ 0.720440 $ 0.909692 Capital gains (2)(3) 0.051744 0.295060 0.116992 Nondividend distributions 0.319654 0.184500 0.173316 $ 1.220030 $ 1.200000 $ 1.200000 ______________________________________ (1) For the year ended December 31, 2025, the amount includes $0.782764 of ordinary dividends qualified as business income for purposes of Code Section 199A and $0.065868 of qualified dividend income for purposes of Code Section 1(h)(11).
Distributions with respect to our common stock can be characterized for federal income tax purposes as ordinary dividends, capital gains, nondividend distributions, or a combination thereof.
All distributions are made at the discretion of our Board of Directors in accordance with Maryland law. Distributions with respect to our common stock can be characterized for federal income tax purposes as ordinary dividends, capital gains, nondividend distributions, or a combination thereof.
The 2024 Share Repurchase Program expires in July 2026 and may be suspended or terminated at any time without prior notice. As of December 31, 2024, no shares have been repurchased under the 2024 Share Repurchase Program.
The 2024 Share Repurchase Program expires in July 2026 and may be suspended or terminated at any time without prior notice. During the three months ended December 31, 2025, there were no repurchases of common stock under the 2024 Share Repurchase Program.
Dividends (Distributions) It has been our policy to declare quarterly dividends to common stockholders so as to comply with applicable provisions of the Code governing REITs. All distributions are made at the discretion of our Board of Directors in accordance with Maryland law.
Dividends (Distributions) It has been our policy to declare quarterly dividends to common stockholders so as to comply with applicable provisions of the Code governing REITs. Commencing in April 2025, our Board of Directors transitioned to a practice of paying the quarterly common stock cash dividend on a monthly basis, which are declared quarterly.
RATE OF RETURN TREND COMPARISON JANUARY 1, 2020–DECEMBER 31, 2024 (JANUARY 1, 2020 = $100) Performance Graph Total Stockholder Return December 31, 2020 2021 2022 2023 2024 FTSE Nareit Equity REIT Index $ 94.88 $ 134.06 $ 100.62 $ 112.04 $ 117.56 S&P 500 118.39 152.34 124.73 157.48 196.85 Healthpeak Properties, Inc. 92.33 114.25 82.83 69.24 75.37 45 Table of Contents ITEM 6. [Reserved]
RATE OF RETURN TREND COMPARISON JANUARY 1, 2021–DECEMBER 31, 2025 (JANUARY 1, 2021 = $100) Performance Graph Total Stockholder Return December 31, 2021 2022 2023 2024 2025 FTSE Nareit Equity REIT Index $ 141.30 $ 106.05 $ 118.09 $ 123.90 $ 126.72 S&P 500 128.68 105.36 133.03 166.28 195.98 Healthpeak Properties, Inc. 123.75 89.71 74.99 81.63 69.25 46 Table of Contents ITEM 6. [Reserved]
On February 3, 2025, our Board of Directors declared a quarterly common stock cash dividend of $0.305 per share, reflecting an increase from $0.30 to $0.305 per share.
On January 4, 2026, our Board of Directors declared a monthly common stock cash dividend of $0.10167 per share for each of January, February, and March 2026, payable on January 30, 2026, February 27, 2026, and March 31, 2026, respectively, to stockholders of record as of the close of business on January 16, 2026, February 13, 2026, and March 17, 2026, respectively.
Removed
For the year ended December 31, 2022, the “One Year Amounts” and “Three Year Amounts” are each 89.6708% of the total capital gain distributions and the remaining capital gain distributions are attributable to Code Section 1231 gains, which are not subject to Code Section 1061.
Added
During the year ended December 31, 2025, we repurchased 5.09 million shares of our common stock at a weighted average price of $18.50 per share for a total of $94 million.
Removed
The common stock cash dividend will be paid on February 26, 2025 to stockholders of record as of the close of business on February 14, 2025. 43 Table of Contents Issuer Purchases of Equity Securities The following table sets forth information with respect to purchases of our common stock made by or on our behalf during the three months ended December 31, 2024.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

111 edited+59 added−32 removed85 unchanged
Biggest changeThe decrease in net income (loss) applicable to common shares was partially offset by: • an increase in Adjusted NOI generated from our lab and outpatient medical segments related to: (i) assets acquired as part of the Merger, (ii) development and redevelopment projects placed in service during 2023 and 2024, and (iii) new leasing activity during 2023 and 2024 (including the impact to straight-line rents); • an increase in gain on sales of depreciable real estate sales during 2024 as compared to 2023; • a gain upon change of control related to the sale of a 65% interest in two lab buildings in San Diego, California to a third-party in January 2024; and • an increase in interest income related to mezzanine and secured loans receivable acquired as part of the Merger and seller financing provided in connection with the disposition of 61 outpatient medical buildings in 2024.
Biggest changeThe decrease in net income (loss) applicable to common shares was partially offset by: • a decrease in transaction and merger-related costs incurred in 2025 compared to 2024 in connection with the Merger; 52 Table of Contents • an increase in Adjusted NOI generated from our outpatient medical and lab segments related to: (i) assets acquired as part of the Merger, (ii) development and redevelopment projects placed in service during 2024 and 2025, and (iii) new leasing activity during 2024 and 2025 (including the impact to straight-line rents), partially offset by: (i) dispositions of real estate in 2024 and 2025 and (ii) assets placed into development and redevelopment in 2024 and 2025; • an increase in Adjusted NOI generated from our senior housing segment related to: (i) increased rates for resident fees and (ii) higher occupancy; • a decrease in casualty-related losses from Hurricane Milton which occurred in 2024; • an increase in interest income related to: (i) seller financing provided in connection with the disposition of 61 outpatient medical buildings during 2024, (ii) secured loans funded in 2024 and 2025, and (iii) mezzanine and secured loans receivable acquired as part of the Merger; • a decrease in impairment charges associated with an asset impaired under the held for sale model that was recognized in 2024; • a decrease in loan loss reserves under the current expected credit losses model, which is primarily due to (i) reserves recognized in 2024 on loans receivable acquired as part of the Merger, (ii) changes in operating performance and fair values of the underlying collateral of the Company’s loans receivable and (iii) recoveries related to loans repaid in 2024 and 2025; • a decrease in income tax expense related to: (i) income tax expense incurred in connection with the sale of a 65% interest in two lab buildings in San Diego, California to a third-party in January 2024 and (ii) the income tax benefit from an other-than-temporary impairment charge on a lab unconsolidated joint venture; • a decrease in interest expense related to: (i) the repayment of $348 million aggregate principal amount of 3.40% senior unsecured notes in February 2025 and (ii) the repayment of $452 million aggregate principal amount of 4.00% senior unsecured notes in June 2025; and • a decrease in general and administrative expenses due to: (i) lower compensation expense and (ii) merger-related synergies.
See Note 16 to the Consolidated Financial Statements for further information, including information reconciling our Adjusted NOI for reportable segments to income (loss) before income taxes and equity income (loss) from unconsolidated joint ventures. Refer also to “Non-GAAP Financial Measures” above for the definition of Adjusted NOI.
See Note 16 to the Consolidated Financial Statements for further information, including information reconciling our Adjusted NOI for reportable segments to income (loss) before income taxes and equity income (loss) from unconsolidated joint ventures. Refer also to “Non-GAAP Financial Measures” above for the definition of Adjusted NOI.
(2) Represents adjustments we make to calculate Adjusted NOI in accordance with our definition of Adjusted NOI, which is used by our CODM to evaluate performance of our reportable segments.
(2) Represents adjustments we make to calculate Adjusted NOI in accordance with our definition of Adjusted NOI, which is used by our CODM to evaluate performance of our reportable segments.
In addition, we present Nareit FFO on an adjusted basis before the impact of non-comparable items including, but not limited to, transaction and merger-related items, other impairments (recoveries) and other losses (gains), restructuring and severance-related charges, prepayment costs (benefits) associated with early retirement or payment of debt, litigation costs (recoveries), casualty-related charges (recoveries), deferred tax asset valuation allowances, and changes in tax legislation (“FFO as Adjusted”).
In addition, we present Nareit FFO on an adjusted basis before the impact of non-comparable items including, but not limited to, transaction, merger, and restructuring-related costs, other impairments (recoveries) and other losses (gains), prepayment costs (benefits) associated with early retirement or payment of debt, litigation costs (recoveries), casualty-related charges (recoveries), deferred tax asset valuation allowances, and changes in tax legislation (“FFO as Adjusted”).
These costs were partially offset by termination fee income during the years ended December 31, 2024 and 2023 associated with Graphite Bio, Inc., which later merged with LENZ Therapeutics, Inc. in March 2024, for which the lease terms were modified to accelerate expiration of the lease to December 2024.
For the years ended December 31, 2024 and 2023, these costs were partially offset by termination fee income associated with Graphite Bio, Inc., which later merged with LENZ Therapeutics, Inc. in March 2024, for which the lease terms were modified to accelerate expiration of the lease to December 2024.
(4) Refer to “Non-GAAP Financial Measures” above for the definition of Merger-Combined Same-Store. Total Portfolio occupancy excludes any of the following: (i) developments, (ii) significant redevelopments, (iii) newly completed properties under lease-up, and (iv) properties held for sale. (5) Represents average occupied units as reported by the operators for the twelve-month period.
(3) Refer to “Non-GAAP Financial Measures” above for the definition of Merger-Combined Same-Store. Total Portfolio occupancy excludes any of the following: (i) developments, (ii) significant redevelopments, (iii) newly completed properties under lease-up, and (iv) properties held for sale. (4) Represents average occupied units as reported by the operators for the twelve-month period.
As of December 31, 2024, we had the following swapped to fixed rates through interest rate swap instruments: (i) the $750 million 2029 Term Loan, (ii) the $500 million 2027 Term Loans, (iii) the $400 million 2028 Term Loan, and (iv) $142 million of variable rate mortgage debt. These interest rate swap instruments are designated as cash flow hedges.
As of December 31, 2025, we had the following swapped to fixed rates through interest rate swap instruments: (i) the $750 million 2029 Term Loan, (ii) the $500 million 2027 Term Loans, (iii) the $400 million 2028 Term Loan, and (iv) $142 million of variable rate mortgage debt. These interest rate swap instruments are designated as cash flow hedges.
Acquisition costs related to business combinations are expensed as incurred. 64 Table of Contents We make estimates as part of our process for allocating acquisition consideration to the various identifiable assets, liabilities, and noncontrolling interests based upon the relative fair value of each asset, liability, or noncontrolling interest.
Acquisition costs related to business combinations are expensed as incurred. 69 Table of Contents We make estimates as part of our process for allocating acquisition consideration to the various identifiable assets, liabilities, and noncontrolling interests based upon the relative fair value of each asset, liability, or noncontrolling interest.
Depreciation and amortization Depreciation and amortization expense increased for the year ended December 31, 2024 primarily as a result of: (i) assets acquired as part of the Merger and (ii) development and redevelopment projects placed in service during 2023 and 2024, partially offset by: (i) assets placed into development and redevelopment in 2023 and 2024 and (ii) dispositions of real estate in 2023 and 2024.
Depreciation and amortization Depreciation and amortization expense increased for the year ended December 31, 2025 primarily as a result of: (i) assets acquired in 2025 and as part of the Merger in 2024 and (ii) development and redevelopment projects placed in service during 2024 and 2025, partially offset by: (i) dispositions of real estate in 2024 and 2025 and (ii) assets placed into development and redevelopment in 2024 and 2025.
Merger-Combined Same-Store Adjusted NOI excludes government grant income under the CARES Act, amortization of deferred revenue from tenant-funded improvements, and certain non-property specific operating expenses that are allocated to each operating segment on a consolidated basis. 48 Table of Contents Properties are included in Merger-Combined Same-Store once they are fully operating for the entirety of the comparative periods presented.
Merger-Combined Same-Store Adjusted NOI excludes government grant income under the CARES Act, amortization of deferred revenue from tenant-funded improvements, and certain non-property specific operating expenses that are allocated to each operating segment on a consolidated basis. Properties are included in Merger-Combined Same-Store once they are fully operating for the entirety of the comparative periods presented.
The expected future undiscounted cash flows reflect external market factors, and based on the specific facts and circumstances, may be probability-weighted to reflect multiple possible cash-flow scenarios, including selling the assets at various points in the future.
The estimated future undiscounted cash flows reflect external market factors, and based on the specific facts and circumstances, may be probability-weighted to reflect multiple possible cash-flow scenarios, including selling the assets at various points in the future.
If our analysis indicates that the carrying value of the real estate assets is not recoverable on an undiscounted cash flow basis, we recognize an impairment charge for the amount by which the carrying value exceeds the fair value of the real estate assets.
If our analysis indicates that the carrying value of the real estate assets is not recoverable on an estimated future undiscounted cash flow basis, we recognize an impairment charge for the amount by which the carrying value exceeds the fair value of the real estate assets.
Funds from Operations (“FFO”), as defined by the National Association of Real Estate Investment Trusts (“Nareit”), is net income (loss) applicable to common shares (computed in accordance with GAAP), excluding gains or losses from sales of depreciable property, including any current and deferred taxes directly associated with sales of depreciable property, impairments of, or related to, depreciable real estate, plus real estate-related depreciation and amortization, and adjustments to compute our share of Nareit FFO from joint ventures.
Funds from Operations (“FFO”), as defined by the National Association of Real Estate Investment Trusts (“Nareit”), is net income (loss) applicable to common shares (computed in accordance with GAAP), excluding gains or losses from sales of depreciable property, including any current and deferred taxes directly associated with sales of depreciable property, impairments of, or related to, depreciable real estate or land held for development, plus real estate-related depreciation and amortization, and adjustments to compute our share of Nareit FFO from joint ventures.
At-The-Market Program In February 2023, in connection with the Reorganization, we terminated our previous at-the-market equity offering program and established a new at-the-market equity offering program (the “ATM Program”) that allows for the sale of shares of common stock having an aggregate gross sales price of up to $1.5 billion.
At-The-Market Program In February 2023, we terminated our previous at-the-market equity offering program and established a new at-the-market equity offering program (the “ATM Program”) that allows for the sale of shares of common stock having an aggregate gross sales price of up to $1.5 billion.
Other income (expense), net Other income increased for the year ended December 31, 2024 primarily due to a gain upon change of control related to the sale of a 65% interest in two lab buildings in San Diego, California to a third-party in January 2024, partially offset by casualty-related losses from Hurricane Milton during the fourth quarter of 2024.
Other income (expense), net Other income decreased for the year ended December 31, 2025 primarily due: (i) to a gain upon change of control related to the sale of a 65% interest in two lab buildings in San Diego, California to a third-party in January 2024, partially offset by casualty-related losses from Hurricane Milton during the fourth quarter of 2024.
(2) The year ended December 31, 2024 includes non-cash income tax expense related to the sale of a 65% interest in two lab buildings in San Diego, California, partially offset by income tax benefit related to the disposition of a portfolio comprised of a land parcel and various vacant buildings on certain of our CCRC campuses.
(2) The year ended December 31, 2024 includes non-cash income tax expense related to the sale of a 65% interest in two lab buildings in San Diego, California, partially offset by income tax benefit related to the disposition of a portfolio comprised of a land parcel and various vacant buildings on certain of our life plan community campuses.
A property is removed from Merger-Combined Same-Store when it is classified as held for sale, sold, placed into redevelopment, experiences a casualty event that significantly impacts operations, or a significant tenant relocates from a Merger-Combined Same-Store property to a Merger-Combined non Same-Store property and that change results in a corresponding increase in revenue.
A property is removed from Merger-Combined Same-Store when it is classified as held for sale, sold, placed into redevelopment, experiences a casualty event or has a planned operator transition that significantly impacts operations, or a significant tenant relocates from a Merger-Combined Same-Store property to a Merger-Combined non Same-Store property and that change results in a corresponding increase in revenue.
Future interest payments associated with borrowings under our senior unsecured notes, term loans, and mortgage debt total $1.5 billion, $304 million of which are payable within twelve months. Future interest payments associated with commercial paper borrowings payable within the next twelve months total $7 million, assuming no change in interest rates and borrowings remain outstanding for the next twelve months.
Future interest payments associated with borrowings under our senior unsecured notes, term loans, and mortgage debt total $1.7 billion, $336 million of which are payable within twelve months. Future interest payments associated with commercial paper borrowings payable within the next twelve months total $44 million, assuming no change in interest rates and borrowings remain outstanding for the next twelve months.
As a result of the Merger, approximately 97% of the combined portfolio is represented in the Merger-Combined Same-Store presentation for the outpatient medical segment for the year ended December 31, 2024. For a reconciliation of Merger-Combined Same-Store to total portfolio Adjusted NOI and other relevant disclosures by segment, refer to our Segment Analysis below. Nareit FFO .
As a result of the Merger, approximately 95% of the combined portfolio is represented in the Merger-Combined Same-Store presentation for the outpatient medical segment for the year ended December 31, 2025. For a reconciliation of Merger-Combined Same-Store to total portfolio Adjusted NOI and other relevant disclosures by segment, refer to our Segment Analysis below. Nareit FFO .
(3) The years ended December 31, 2024 and 2023 include costs related to the Merger, which are primarily comprised of advisory, legal, accounting, tax, post-combination severance and stock compensation expense, and other costs of combining operations with Physicians Realty Trust that were incurred during the years then ended.
(4) The years ended December 31, 2025, 2024, and 2023 include costs related to the Merger, which are primarily comprised of advisory, legal, accounting, tax, information technology, post-combination severance and stock compensation expense, and other costs of combining operations with Physicians Realty Trust that were incurred during the years then ended.
These adjustments are net of tax, when applicable, and are reflective of our share of our joint 49 Table of Contents ventures. Adjustments for joint ventures are calculated to reflect our pro rata share of both our consolidated and unconsolidated joint ventures.
These adjustments are net of tax, when applicable, and are reflective of our share of our joint ventures. Adjustments for joint ventures are calculated to reflect our pro rata share of both our consolidated and unconsolidated joint ventures.
Other impairments (recoveries) and other losses (gains) include interest income associated with early and partial repayments of loans receivable and other losses or gains associated with non-depreciable assets including goodwill, undeveloped land parcels, and loans receivable.
Other impairments (recoveries) and other losses (gains) include interest income associated with early and partial repayments of loans receivable and other losses or gains associated with non-depreciable assets including goodwill and loans receivable.
In addition, increased interest rates have and could continue to adversely impact our borrowing costs, the fair value of our fixed rate instruments, transaction volume, and real estate values generally, including our real estate.
Elevated interest rates have and could continue to adversely impact our borrowing costs, the fair value of our fixed rate instruments, transaction volume, and real estate values generally, including our real estate.
Determining the fair value of real estate assets, including assets classified as held for sale, involves significant judgment and generally utilizes market capitalization rates, comparable market transactions, estimated per unit or per square foot prices, negotiations with prospective buyers, and forecasted cash flows (primarily lease revenue rates, expense rates, and growth rates).
Determining the fair value of real estate assets, including assets classified as held for sale, involves significant judgment and generally utilizes market capitalization rates, comparable market transactions, estimated per unit or per square foot prices, negotiations with prospective buyers, forecasted cash flows, and discount rates.
For further information, including information reconciling our Adjusted NOI for reportable segments to our income (loss) before income taxes and equity income (loss) from unconsolidated joint ventures, refer to Note 16 to the Consolidated Financial Statements. Operating expenses generally relate to leased outpatient medical and lab buildings, as well as CCRC facilities.
For further information, including information reconciling our Adjusted NOI for reportable segments to our income (loss) before income taxes and equity income (loss) from unconsolidated joint ventures, refer to Note 16 to the Consolidated Financial Statements. 49 Table of Contents Operating expenses generally relate to leased outpatient medical and lab buildings, as well as senior housing facilities.
In the event estimates or assumptions prove to be different from actual results, adjustments are made in subsequent periods to reflect more current estimates and assumptions about matters that are inherently uncertain.
From time to time, we re-evaluate our estimates and assumptions. In the event estimates or assumptions prove to be different from actual results, adjustments are made in subsequent periods to reflect more current estimates and assumptions about matters that are inherently uncertain.
Our net cash used in investing activities decreased $463 million for the year ended December 31, 2024 compared to the year ended December 31, 2023 primarily as a result of the following: (i) an increase in proceeds from sales of real estate, (ii) a reduction in cash used for development and redevelopment of real estate, (iii) proceeds received from the Callan Ridge JV transaction, (iv) a reduction in investments in unconsolidated joint ventures, and (v) a reduction in cash used for acquisitions of real estate.
Our net cash used in investing activities increased $921 million for the year ended December 31, 2025 compared to the year ended December 31, 2024 primarily as a result of the following: (i) an increase in cash used for real estate asset acquisitions, (ii) a decrease in proceeds from sales of real estate, (iii) an increase in cash used for development and redevelopment of real estate, (iv) proceeds received from the Callan Ridge JV transaction in 2024, and (v) an increase in cash used for investments in unconsolidated joint ventures.
Recent Accounting Pronouncements See Note 2 to the Consolidated Financial Statements for the impact of new accounting standards.
Recent Accounting Pronouncements See Note 2 to the Consolidated Financial Statements for the impact of new accounting standards. 70 Table of Contents
(6) Total Portfolio occupancy excludes any of the following: (i) developments, (ii) significant redevelopments, (iii) newly completed properties under lease-up, and (iv) properties held for sale. (7) Average annual total revenues does not include non-cash revenue adjustments (i.e., straight-line rents, amortization of market lease intangibles, and deferred revenues).
(6) Total Portfolio occupancy excludes any of the following: (i) developments, (ii) significant redevelopments, (iii) newly completed properties under lease-up, and (iv) properties held for sale. (7) Average annual rent is total revenues less termination fees and non-cash revenue adjustments (i.e., straight-line rents, amortization of market lease intangibles, and deferred revenues).
Additionally, DOC DR OP Sub is the issuer, as successor to the Physicians Partnership upon the Merger, of the senior unsecured notes issued by the Physicians Partnership prior to, and assumed by Healthpeak as part of, the Merger as described in Note 11 to the Consolidated Financial Statements.
Additionally, DOC DR OP Sub is the issuer, as successor to the Physicians Partnership upon the Merger, of the senior unsecured notes issued by the Physicians Partnership prior to, and assumed by Healthpeak as part of, the Merger. See Note 11 to the Consolidated Financial Statements for more information.
We classify the OP Units in permanent equity because we may elect, in our sole discretion, to issue shares of our common stock to OP Unitholders who choose to redeem their OP Units rather than using cash. As of December 31, 2024, there were approximately 3 million OP Units outstanding, 76 thousand of which had met the criteria for redemption.
We classify the OP Units in permanent equity because we may elect, in our sole discretion, to issue shares of our common stock to OP Unitholders who choose to redeem their OP Units rather than using cash. As of December 31, 2025, there were approximately 4 million OP Units outstanding, and 275 thousand had met the criteria for redemption. DownREITs.
As of December 31, 2024, we had total debt of $8.7 billion, including notes outstanding under our commercial paper program, senior unsecured notes, term loans, and mortgage debt. Of our total debt, the total amount payable within twelve months is comprised of $800 million of senior unsecured notes and $7 million of mortgage debt.
As of December 31, 2025, we had total debt of $9.8 billion, including notes outstanding under our commercial paper program, senior unsecured notes, term loans, and mortgage debt. Of our total debt, the total amount payable within twelve months is comprised of $650 million of senior unsecured notes and $345 million of mortgage debt.
Our net cash provided by operating activities increased $114 million for the year ended December 31, 2024 compared to the year ended December 31, 2023 primarily as a result of: (i) an increase in Adjusted NOI from properties acquired as part of the Merger, (ii) developments and redevelopments placed in service during 2023 and 2024, (iii) annual rent increases, and (iv) new leasing and renewal activity.
Our net cash provided by operating activities increased $181 million for the year ended December 31, 2025 compared to the year ended December 31, 2024 primarily as a result of: (i) a decrease in merger-related costs, (ii) an increase in Adjusted NOI from properties acquired as part of the Merger and acquisitions of real estate in 2025, (iii) developments and redevelopments placed in service during 2024 and 2025, (iv) annual rent increases, and (v) new leasing and renewal activity.
In order to review our real estate assets for recoverability, we make assumptions regarding external market conditions (including capitalization rates and growth rates), forecasted cash flows and sales prices, and our intent with respect to holding or disposing of the asset.
In order to review our real estate assets for recoverability, we make assumptions such as those regarding external market conditions (including capitalization rates), forecasted cash flows (primarily lease revenue rates, expense rates, forecasted occupancy, and growth rates) and sales prices, and our intent with respect to holding or disposing of the asset.
(3) From our 2023 presentation of Same-Store, we added: (i) 6 stabilized developments placed in service, (ii) 2 stabilized redevelopments placed in service, and (iii) 2 buildings that previously experienced a significant tenant relocation, and we removed: (i) 15 buildings that were placed into redevelopment and (ii) 7 assets that were sold.
(3) From our 2023 presentation of Merger-Combined Same-Store, we added: (i) six stabilized developments placed in service, (ii) two stabilized redevelopments placed in service, and (iii) two buildings that previously experienced a significant tenant relocation, and we removed: (i) 15 buildings that were placed into redevelopment and (ii) seven assets that were sold.
The Company was provided access to the underlying financial statements of legacy Physicians Realty Trust (which financial statements have been audited or, in the case of interim periods, reviewed) and other detailed information about each property, such as the acquisition date. Based on this available information, the Company was able to consistently apply its same-store definition across the combined portfolio.
The Company was provided access to the underlying financial statements of legacy Physicians Realty Trust and other detailed information about each property, such as the acquisition date. Based on this available information, the Company was able to consistently apply its same-store definition across the combined portfolio.
The SWF SH JV and loans receivable are non-reportable segments that have been presented on a combined basis herein. We evaluate performance based upon property adjusted net operating income (“Adjusted NOI” or “Cash NOI”) in each segment.
The loans receivable, preferred equity investment and the three other properties are non-reportable segments that have been presented on a combined basis herein. We evaluate performance based upon property adjusted net operating income (“Adjusted NOI” or “Cash NOI”) in each segment.
Under the Code, REITs may be subject to certain federal income and excise taxes on undistributed taxable income. We paid quarterly common stock cash dividends of $0.30 per share in 2024. In February 2025, our Board of Directors declared an increase in the quarterly common stock cash dividend, from $0.30 to $0.305 per share.
Under the Code, REITs may be subject to certain federal income and excise taxes on undistributed taxable income. In February 2025, our Board of Directors declared an increase in the quarterly common stock cash dividend, from $0.300 to $0.305 per share, resulting in an annualized dividend of $1.220 per share.
To the extent our tenants and/or operators have also experienced increased costs, liquidity constraints, and financing difficulties due to the foregoing macroeconomic and market conditions, they may be unable or unwilling to make payments or perform their obligations when due.
To the extent our tenants and/or operators have experienced, or will experience, increased costs, liquidity constraints, and financing difficulties due to the foregoing macroeconomic and market conditions, they may be unable or unwilling to make payments or perform their obligations when due, and occupancy of our properties could be adversely affected.
As described in Note 16 to the Consolidated Financial Statements, our chief operating decision maker (“CODM”) evaluates the performance of our operating segments based on Adjusted NOI. Our operating segments are aggregated into reportable segments for which we disclose Total Portfolio Adjusted NOI for our reportable segments.
As described in Note 16 to the Consolidated Financial Statements, our CODM evaluates the performance of our operating segments based on Adjusted NOI. Certain of our operating segments are reportable segments for which we disclose Total Portfolio Adjusted NOI.
See Note 16 to the Consolidated Financial Statements for further information, including information reconciling our Adjusted NOI for reportable segments to income (loss) before income taxes and equity income (loss) from unconsolidated joint ventures. Refer also to “Non-GAAP Financial Measures” above for the definition of Adjusted NOI. (3) From our 2023 presentation of Same-Store, no properties were added or removed.
See Note 16 to the Consolidated Financial Statements for further information, including information reconciling our Adjusted NOI for reportable segments to income (loss) before income taxes and equity income (loss) from unconsolidated joint ventures. Refer also to “Non-GAAP Financial Measures” above for the definition of Adjusted NOI.
Total Portfolio Adjusted NOI increased primarily as a result of the aforementioned impacts to Merger-Combined Same-Store and the following Merger-Combined Non-Same-Store impacts: • Adjusted NOI from the outpatient medical buildings acquired as part of the Merger in 2024; • increased occupancy in former redevelopment and development properties that have been placed into service; partially offset by • business interruption proceeds received in 2023 related to a demolished asset; and • decreased Adjusted NOI from our 2023 and 2024 dispositions. 53 Table of Contents Lab The following table summarizes results at and for the years ended December 31, 2024 and 2023 (dollars and square feet in thousands, except per square foot data): Merger-Combined SS Total Portfolio (1) Year Ended December 31, Year Ended December 31, 2024 2023 Change 2024 2023 Change Rental and related revenues $ 671,796 $ 644,775 $ 27,021 $ 881,452 $ 878,326 $ 3,126 Healthpeak’s share of unconsolidated joint venture total revenues 3,229 3,347 (118) 19,733 9,924 9,809 Noncontrolling interests’ share of consolidated joint venture total revenues — — — (196) (619) 423 Operating expenses (184,839) (176,142) (8,697) (239,620) (229,630) (9,990) Healthpeak’s share of unconsolidated joint venture operating expenses (1,800) (1,878) 78 (6,366) (4,092) (2,274) Noncontrolling interests’ share of consolidated joint venture operating expenses — — — 52 156 (104) Adjustments to NOI (2) (31,101) (34,665) 3,564 (64,449) (36,524) (27,925) Adjusted NOI $ 457,285 $ 435,437 $ 21,848 590,606 617,541 (26,935) Less: Merger-Combined Non-SS Adjusted NOI (133,321) (182,104) 48,783 Merger-Combined SS Adjusted NOI $ 457,285 $ 435,437 $ 21,848 Adjusted NOI % change 5.0 % Property count (3) 104 104 139 146 End of period occupancy (4) 97.6 % 97.4 % 97.5 % 96.9 % Average occupancy (4) 97.7 % 98.2 % 96.0 % 97.8 % Average occupied square feet 7,719 7,759 9,665 10,524 Average annual total revenues per occupied square foot (5) $ 84 $ 79 $ 87 $ 81 Average annual base rent per occupied square foot (6) $ 61 $ 59 $ 66 $ 63 _______________________________________ (1) Total Portfolio includes results of operations from disposed properties through the disposition date.
Total Portfolio Adjusted NOI decreased primarily as a result of the following: • decreased Adjusted NOI from our 2024 dispositions; and • decreased Adjusted NOI from buildings undergoing development and redevelopment in 2024 and 2025; partially offset by • the aforementioned increases to Merger-Combined Same-Store. 57 Table of Contents The following table summarizes results at and for the years ended December 31, 2024 and 2023 (dollars and square feet in thousands, except per square foot data): Merger-Combined SS Total Portfolio (1) Year Ended December 31, Year Ended December 31, 2024 2023 Change 2024 2023 Change Rental and related revenues $ 671,796 $ 644,775 $ 27,021 $ 881,452 $ 878,326 $ 3,126 Operating expenses (184,839) (176,142) (8,697) (239,620) (229,630) (9,990) Healthpeak’s share of unconsolidated joint venture revenues less expenses 1,429 1,469 (40) 13,367 5,832 7,535 Noncontrolling interests’ share of consolidated joint venture revenues less expenses — — — (144) (463) 319 Adjustments to NOI (2) (31,101) (34,665) 3,564 (64,449) (36,524) (27,925) Adjusted NOI $ 457,285 $ 435,437 $ 21,848 590,606 617,541 (26,935) Less: Merger-Combined Non-SS Adjusted NOI (133,321) (182,104) 48,783 Merger-Combined SS Adjusted NOI $ 457,285 $ 435,437 $ 21,848 Adjusted NOI % change 5.0 % Property count (3) 104 104 139 146 End of period occupancy (4) 97.6 % 97.4 % 97.5 % 96.9 % Average occupancy (4) 97.7 % 98.2 % 96.0 % 97.8 % Average occupied square feet 7,719 7,759 9,665 10,524 Average annual rent per occupied square foot (5) $ 84 $ 79 $ 87 $ 81 Average annual base rent per occupied square foot (6) $ 61 $ 59 $ 66 $ 63 _______________________________________ (1) Total Portfolio includes results of operations from disposed properties through the disposition date.
Adjusted NOI eliminates the effects of straight-line rents, amortization of market lease intangibles, termination fees, actuarial reserves for insurance claims that have been incurred but not reported, and the impact of deferred community fee income and expense.
Adjusted NOI eliminates the effects of straight-line rents, amortization of market lease intangibles, termination fees, operator transition costs, and actuarial reserves for insurance claims that have been incurred but not reported.
We have also been affected by increased costs relating to tenant improvements and construction, which, together with higher costs of capital, have adversely affected, and in the future may adversely affect, the expected yields on our development and redevelopment projects.
We have also been affected by increased costs relating to tenant improvements and construction, which, together with higher costs of capital and tariff actions (or potential tariff actions), have adversely affected, and in the future may adversely affect, construction starts and the expected yields on our capital projects, including our developments and redevelopments.
Because of these limitations, the pro rata financial information should not be considered independently or as a substitute for our financial statements as reported under GAAP. We compensate for these limitations by relying primarily on our GAAP financial statements, using the pro rata financial information as a supplement.
Because of these limitations, the pro rata financial information should not be considered independently or as a substitute for our financial statements as reported under GAAP.
If our judgment or interpretation of the facts and circumstances relating to various transactions or other matters had been different, it is possible that different accounting would have been applied, resulting in a different presentation of our consolidated financial statements. From time to time, we re-evaluate our estimates and assumptions.
These estimates could affect our financial position or results of operations. If our judgment or interpretation of the facts and circumstances relating to various transactions or other matters had been different, it is possible that different accounting would have been applied, resulting in a different presentation of our consolidated financial statements.
(5) From our 2023 presentation of Same-Store, we added: (i) 290 properties acquired as part of the Merger, (ii) 8 stabilized developments placed in service, (iii) 5 stabilized redevelopments placed in service, and (iv) 4 stabilized acquisitions, and we removed: (i) 72 assets that were sold and (ii) 1 asset that was classified as held for sale.
(5) From our 2023 presentation of Merger-Combined Same-Store, we added: (i) 290 properties acquired as part of the Merger, (ii) eight stabilized developments placed in service, (iii) five stabilized redevelopments placed in service, and (iv) four stabilized acquisitions, and we removed: (i) 72 assets that were sold, (ii) two assets that were reclassified to the other non-reportable segments, and (iii) one asset that was classified as held for sale.
Income tax benefit (expense) Income tax expense increased for the year ended December 31, 2024 primarily as a result of: (i) income tax expense incurred in connection with the sale of a 65% interest in two lab buildings in San Diego, California to a third-party in January 2024 and (ii) an increase in operating income associated with our CCRCs, partially offset by the tax impact of casualty-related losses from Hurricane Milton.
Income tax benefit (expense) Income tax expense increased for the year ended December 31, 2025 primarily as a result of: (i) an increase in operating income associated with our life plan communities and (ii) the tax benefit from casualty-related losses recognized in 2024, partially offset by: (i) income tax expense incurred in connection with the sale of a 65% interest in two lab buildings in San Diego, California to a third-party in January 2024 and (ii) the income tax benefit from an other-than-temporary impairment charge on a lab unconsolidated joint venture.
The securities described in the prospectus include future offerings of: (i) the Company’s common stock, preferred stock, depositary shares, warrants, debt securities, and guarantees by the Company of debt securities issued by Healthpeak OP and/or by the Company’s existing and future subsidiaries, and (ii) Healthpeak OP’s debt securities and guarantees by Healthpeak OP of debt securities issued by the Company and/or by Healthpeak OP’s existing and future subsidiaries. 62 Table of Contents Non-GAAP Financial Measures Reconciliations The following is a reconciliation from net income (loss) applicable to common shares, the most directly comparable financial measure calculated and presented in accordance with GAAP, to Nareit FFO, FFO as Adjusted, and AFFO (in thousands): Year Ended December 31, 2024 2023 2022 Net income (loss) applicable to common shares $ 242,384 $ 304,284 $ 497,792 Real estate related depreciation and amortization 1,057,205 749,901 710,569 Healthpeak’s share of real estate related depreciation and amortization from unconsolidated joint ventures 44,961 24,800 27,691 Noncontrolling interests’ share of real estate related depreciation and amortization (18,328) (18,654) (19,201) Loss (gain) on sales of depreciable real estate, net (178,695) (86,463) (10,422) Healthpeak’s share of loss (gain) on sales of depreciable real estate, net, from unconsolidated joint ventures — — 134 Noncontrolling interests’ share of gain (loss) on sales of depreciable real estate, net — 11,546 12 Loss (gain) upon change of control, net (1) (77,548) (234) (311,438) Taxes associated with real estate dispositions (2) 9,633 — 29 Impairments (recoveries) of depreciable real estate, net 13,118 — — Nareit FFO applicable to common shares 1,092,730 985,180 895,166 Distributions on dilutive convertible units and other 16,211 9,394 9,407 Diluted Nareit FFO applicable to common shares $ 1,108,941 $ 994,574 $ 904,573 Impact of adjustments to Nareit FFO: Transaction and merger-related items (3) $ 115,105 $ 13,835 $ 4,788 Other impairments (recoveries) and other losses (gains), net (4) 9,381 (3,850) 3,829 Restructuring and severance-related charges (5) — 1,368 32,749 Casualty-related charges (recoveries), net (6) 25,848 (4,033) 4,401 Recognition (reversal) of valuation allowance on deferred tax assets (7) (11,196) (14,194) — Total adjustments $ 139,138 $ (6,874) $ 45,767 FFO as Adjusted applicable to common shares $ 1,231,868 $ 978,306 $ 940,933 Distributions on dilutive convertible units and other 16,061 9,402 9,326 Diluted FFO as Adjusted applicable to common shares $ 1,247,929 $ 987,708 $ 950,259 FFO as Adjusted applicable to common shares $ 1,231,868 $ 978,306 $ 940,933 Stock-based compensation amortization expense 15,543 14,480 16,537 Amortization of deferred financing costs and debt discounts (premiums) 28,974 11,916 10,881 Straight-line rents (8) (41,276) (14,387) (49,183) AFFO capital expenditures (115,784) (113,596) (108,510) CCRC entrance fees (9) 53,697 43,453 22,095 Deferred income taxes 6,176 (816) (4,096) Amortization of above (below) market lease intangibles, net (30,755) (25,791) (23,380) Other AFFO adjustments (7,778) (9,335) 520 AFFO applicable to common shares 1,140,665 884,230 805,797 Distributions on dilutive convertible units and other 16,211 6,581 6,594 Diluted AFFO applicable to common shares (9) $ 1,156,876 $ 890,811 $ 812,391 Refer to footnotes on the next page. 63 Table of Contents ________________________________ (1) The year ended December 31, 2024 includes a gain upon change of control related to the sale of a 65% interest in two lab buildings in San Diego, California.
The securities described in the prospectus include future offerings of: (i) the Company’s common stock, preferred stock, depositary shares, warrants, debt securities, and guarantees by the Company and certain of its subsidiaries of debt securities issued by Healthpeak OP, and (ii) Healthpeak OP’s debt securities and guarantees by Healthpeak OP and certain other subsidiaries of the Company of debt securities issued by the Company. 67 Table of Contents Non-GAAP Financial Measures Reconciliations The following is a reconciliation from net income (loss) applicable to common shares, the most directly comparable financial measure calculated and presented in accordance with GAAP, to Nareit FFO, FFO as Adjusted, and AFFO (in thousands): Year Ended December 31, 2025 2024 2023 Net income (loss) applicable to common shares $ 70,513 $ 242,384 $ 304,284 Real estate related depreciation and amortization 1,058,865 1,057,205 749,901 Healthpeak’s share of real estate related depreciation and amortization from unconsolidated joint ventures 50,110 44,961 24,800 Noncontrolling interests’ share of real estate related depreciation and amortization (16,511) (18,328) (18,654) Loss (gain) on sales of depreciable real estate, net (69,488) (178,695) (86,463) Noncontrolling interests’ share of gain (loss) on sales of depreciable real estate, net — — 11,546 Loss (gain) upon change of control, net (1) — (77,548) (234) Taxes associated with real estate dispositions (2) (335) 9,633 — Impairments (recoveries) of real estate, net (3) 175,827 13,118 — Nareit FFO applicable to common shares 1,268,981 1,092,730 985,180 Distributions on dilutive convertible units and other 18,211 16,211 9,394 Diluted Nareit FFO applicable to common shares $ 1,287,192 $ 1,108,941 $ 994,574 Impact of adjustments to Nareit FFO: Transaction, merger, and restructuring-related costs (4) $ 25,520 $ 115,105 $ 15,203 Other impairments (recoveries) and other losses (gains), net (5) (651) 9,381 (3,850) Casualty-related charges (recoveries), net (6) (1,594) 25,848 (4,033) Recognition (reversal) of valuation allowance on deferred tax assets (7) — (11,196) (14,194) Total adjustments $ 23,275 $ 139,138 $ (6,874) FFO as Adjusted applicable to common shares $ 1,292,256 $ 1,231,868 $ 978,306 Distributions on dilutive convertible units and other 18,192 16,061 9,402 Diluted FFO as Adjusted applicable to common shares $ 1,310,448 $ 1,247,929 $ 987,708 FFO as Adjusted applicable to common shares $ 1,292,256 $ 1,231,868 $ 978,306 Stock-based compensation amortization expense 14,410 15,543 14,480 Amortization of deferred financing costs and debt discounts (premiums) 31,907 28,974 11,916 Straight-line rents (8) (39,190) (41,276) (14,387) AFFO capital expenditures (133,951) (115,784) (113,596) Life plan community entrance fees 53,805 53,697 43,453 Deferred income taxes 7,728 6,176 (816) Amortization of above (below) market lease intangibles, net (36,747) (30,755) (25,791) Other AFFO adjustments (6,650) (7,778) (9,335) AFFO applicable to common shares 1,183,568 1,140,665 884,230 Distributions on dilutive convertible units and other 18,210 16,211 6,581 Diluted AFFO applicable to common shares $ 1,201,778 $ 1,156,876 $ 890,811 Refer to footnotes on the next page. 68 Table of Contents ________________________________ (1) The year ended December 31, 2024 includes a gain upon change of control related to the sale of a 65% interest in two lab buildings in San Diego, California.
The obligations of Healthpeak OP to pay principal, premiums, if any, and interest on such senior unsecured notes are guaranteed on a full and unconditional basis by the Company, DOC DR Holdco, and DOC DR OP Sub.
The obligations of Healthpeak OP to pay principal, premiums, if any, and interest on such senior unsecured notes are guaranteed on a full and unconditional basis by the Company, DOC DR Holdco, LLC, one of our wholly owned subsidiaries (“DOC DR Holdco”), and DOC DR, LLC, a wholly owned subsidiary of Healthpeak OP (“DOC DR OP Sub”).
Legacy Physicians Realty Trust properties that met the definition of Merger-Combined Same-Store are included in both periods presented as if they were owned by the Company for the full analysis period. See “Non-GAAP Financial Measures” above for additional information.
Legacy Physicians Realty Trust properties that met the definition of Merger-Combined Same-Store are included in both periods presented as if they were owned by the Company for the full analysis period. See “Non-GAAP Financial Measures” above for additional information. Our total property portfolio consisted of 689, 697, and 477 properties at December 31, 2025, 2024, and 2023, respectively.
The decrease in cash used in investing activities was partially offset by: (i) cash paid in connection with the Merger, (ii) a decrease in proceeds from principal repayments on loans receivable and marketable debt securities, (iii) an increase in fundings of loans receivable, and (iv) a decrease in proceeds received from insurance recoveries.
The increase in net cash used in investing activities was partially offset by: (i) cash paid in connection with the Merger in 2024, (ii) an increase in proceeds received from insurance recoveries, and (iii) higher net repayments on loans receivable.
We reflect our share for consolidated joint ventures in which we do not own 100% of the equity by adjusting our AFFO to remove the third-party ownership share of the applicable reconciling items based on actual ownership percentage for the applicable periods. See “Nareit FFO” above for further disclosures regarding our use of pro rata share information and its limitations.
We reflect our share for consolidated joint ventures in which we do not own 100% of the equity by adjusting our AFFO to remove the third-party ownership share of the applicable reconciling items based on actual ownership percentage for the applicable periods.
Increased interest rates, ongoing geopolitical tensions, and volatility in public and private equity and fixed income markets have led to increased costs and limitations on the availability of capital.
In addition, uncertainty in public and private equity and fixed income markets and elevated interest rates have directly led to increased costs and limitations on the availability of capital to us.
Credit ratings impact our ability to access capital and directly impact our cost of capital as well.
Changes in general market and economic conditions as well as credit ratings impact our ability to access capital and directly impact our cost of capital.
The following table sets forth changes in cash flows (in thousands): Year Ended December 31, 2024 2023 Change Net cash provided by (used in) operating activities $ 1,070,497 $ 956,242 $ 114,255 Net cash provided by (used in) investing activities (113,799) (576,754) 462,955 Net cash provided by (used in) financing activities (941,416) (337,299) (604,117) Operating Cash Flows Our cash flows from operations are dependent upon the occupancy levels of our buildings, rental rates on leases, our tenants’ performance on their lease obligations, the level of operating expenses, and other factors.
The following table sets forth changes in cash flows (in thousands): Year Ended December 31, 2025 2024 Change Net cash provided by (used in) operating activities $ 1,251,959 $ 1,070,497 $ 181,462 Net cash provided by (used in) investing activities (1,034,673) (113,799) (920,874) Net cash provided by (used in) financing activities 136,111 (941,416) 1,077,527 Operating Cash Flows Our cash flows from operations are dependent upon the occupancy levels of our buildings, rental rates on leases, our tenants’ performance on their lease obligations, the level of operating expenses, and other factors.
Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those which are discussed in “Item 1A, Risk Factors.” See also “Cautionary Language Regarding Forward-Looking Statements” preceding Part I. The following discussion and analysis should be read in conjunction with our accompanying, consolidated financial statements and the notes thereto.
The discussion below contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those which are discussed in “Item 1A, Risk Factors.” See also “Cautionary Language Regarding Forward-Looking Statements” preceding Part I.
Nareit FFO increased primarily as a result of the aforementioned events impacting net income (loss) applicable to common shares, except for the following, which are excluded from Nareit FFO: • depreciation and amortization expense; • gain on sales of depreciable real estate; • gain upon change of control; • impairments of depreciable real estate; and • taxes associated with real estate dispositions. 51 Table of Contents FFO as Adjusted increased primarily as a result of the aforementioned events impacting Nareit FFO, except the following, which are excluded from FFO as Adjusted: • transaction and merger-related items; • casualty-related losses; and • loan loss reserves (recoveries).
Nareit FFO applicable to common shares increased primarily as a result of the aforementioned events impacting net income (loss) applicable to common shares, except for the following, which are excluded from Nareit FFO applicable to common shares: • other-than-temporary impairment charges; • gain on sales of real estate; • taxes associated with real estate dispositions; • gain upon change of control; and • depreciation and amortization expense.
Equity At December 31, 2024, we had 699 million shares of common stock outstanding, equity totaled $9.1 billion, and our equity securities had a market value of $14.5 billion.
Equity At December 31, 2025, we had 695 million shares of common stock outstanding, equity totaled $8.1 billion, and our equity securities had a market value of $11.4 billion.
We anticipate satisfying these future needs using one or more of the following: • cash flows from operations; • sale of, or exchange of ownership interests in, properties or other investments; • borrowings under our Revolving Facility and commercial paper program; • issuance of additional debt, including unsecured notes, term loans, and mortgage debt; and/or • issuance of common or preferred stock or its equivalent, including sales of common stock under the ATM Program (as defined below). 57 Table of Contents Our ability to access the capital markets impacts our cost of capital and ability to refinance maturing indebtedness, as well as our ability to fund future acquisitions and development through the issuance of additional securities or secured debt.
Our longer term liquidity needs include the items listed above as well as meeting debt service requirements. 62 Table of Contents We anticipate satisfying these future needs using one or more of the following: • cash flows from operations; • sale of, or exchange of ownership interests in, properties or other investments; • borrowings under our Revolving Facility and commercial paper program; • issuance of additional debt, including unsecured notes, term loans, and mortgage debt; and/or • issuance of common or preferred stock or its equivalent, including sales of common stock under the ATM Program (as defined below).
Segment Analysis The following tables provide selected operating information for our Merger-Combined Same-Store and total property portfolio for each of our reportable segments. For the year ended December 31, 2024, our Merger-Combined Same-Store consists of 625 properties representing properties fully operating on or prior to January 1, 2023 and that remained in operation through December 31, 2024.
For the year ended December 31, 2024, our Merger-Combined Same-Store consists of 642 properties representing properties fully operating on or prior to January 1, 2023 and that remained in operation through December 31, 2024.
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed with the SEC on February 9, 2024. The discussion below contains forward-looking statements that involve risks and uncertainties.
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the SEC on February 4, 2025 for a discussion of the year ended December 31, 2024 compared to the year ended December 31, 2023.
(4) Refer to “Non-GAAP Financial Measures” above for the definition of Merger-Combined Same-Store. Total Portfolio occupancy excludes any of the following: (i) developments, (ii) significant redevelopments, (iii) newly completed properties under lease-up, and (iv) properties held for sale. (5) Average annual total revenues does not include non-cash revenue adjustments (i.e., straight-line rents, amortization of market lease intangibles, and deferred revenues).
(4) Refer to “Non-GAAP Financial Measures” above for the definition of Merger-Combined Same-Store. Total Portfolio occupancy excludes any of the following: (i) developments, (ii) significant redevelopments, (iii) newly completed properties under lease-up, and (iv) properties held for sale.
As of December 31, 2024, we had total ground and other operating lease commitments of $834 million, $22 million of which are payable within twelve months. See Note 7 to the Consolidated Financial Statements for additional information. Redeemable noncontrolling interests.
Our ground and other operating lease commitments represent our commitments as lessee under signed operating leases. As of December 31, 2025, we had total ground and other operating lease commitments of $833 million, $21 million of which are payable within twelve months. See Note 7 to the Consolidated Financial Statements for additional information. Other investment commitments.
Interest expense Interest expense increased for the year ended December 31, 2024 primarily as a result of: (i) debt assumed as part of the Merger, including $1.25 billion aggregate principal amount of senior unsecured notes, $400 million aggregate principal amount of the 2028 Term Loan, and $128 million aggregate principal amount of mortgage debt, (ii) borrowings under the 2029 Term Loan, which closed in March 2024, and (iii) senior unsecured notes issued in January and May 2023, partially offset by lower borrowings on the commercial paper program.
Interest expense Interest expense increased for the year ended December 31, 2025 primarily as a result of: (i) the issuance of $500 million aggregate principal amount of 5.38% senior unsecured notes due 2035, which closed in February 2025, (ii) the issuance of $500 million aggregate principal amount of 4.75% senior unsecured notes due 2033, which closed in August 2025, (iii) debt assumed as part of the Merger, including $1.25 billion aggregate principal amount of senior unsecured notes, $400 million aggregate principal amount of the 2028 Term Loan, and $128 million aggregate principal amount of mortgage debt, (iv) borrowings under the 2029 Term Loan, which closed in March 2024, and (v) higher borrowings under the commercial paper program, partially offset by: (i) the repayment of $348 million aggregate principal amount of 3.40% senior unsecured notes in February 2025 and (ii) the repayment of $452 million aggregate principal amount of 4.00% senior unsecured notes in June 2025.
In addition to funding the activities above, our principal liquidity needs for the next 12 months are to: • fund capital expenditures, including tenant improvements and leasing costs; and • fund future acquisition, transactional, and development and redevelopment activities. Our longer term liquidity needs include the items listed above as well as meeting debt service requirements.
In addition to funding the activities above, our principal liquidity needs for the next 12 months are to: • fund capital expenditures, including tenant improvements and leasing costs; • fund future acquisition, transactional, and development and redevelopment activities; and • fund loans receivable and other investment commitments.
At December 31, 2024, non-managing members held an aggregate of approximately 11 million units in eight limited liability companies for which we hold controlling interests and/or are the managing member.
At December 31, 2025, non-managing members held an aggregate of approximately 11 million units in eight limited liability companies for which we hold controlling interests and/or are the managing member. The DownREIT units are exchangeable for an amount of cash approximating the then-current market value of shares of our common stock or, at our option, shares of our common stock.
Subsequent to the Reorganization, certain of our employees (“OP Unitholders”) have been issued noncontrolling, non-managing member units in Healthpeak OP (“OP Units”). During the three months ended March 31, 2024, OP Unitholders were issued approximately 2 million OP Units.
During the year ended December 31, 2025, certain of our employees (“OP Unitholders”) were issued approximately 2 million noncontrolling, non-managing member units in Healthpeak OP (“OP Units”).
We believe AFFO is an alternative run-rate performance measure that improves the understanding of our operating results among investors and makes comparisons with: (i) expected results, (ii) results of previous periods, and (iii) results among REITs more meaningful.
See “Nareit FFO” above for further disclosures regarding our 51 Table of Contents use of pro rata share information and its limitations. We believe AFFO is an alternative run-rate performance measure that improves the understanding of our operating results among investors and makes comparisons with: (i) expected results, (ii) results of previous periods, and (iii) results among REITs more meaningful.
See “Nareit FFO” above for further disclosures regarding our use of pro rata share information and its limitations. Transaction and merger-related items include transaction expenses and gains/charges incurred as a result of mergers and acquisitions and lease amendment or termination activities.
See “Nareit FFO” above for further disclosures regarding our use of pro rata share information and its limitations. Transaction, merger, and restructuring-related costs include expenses incurred as a result of mergers, acquisitions, operator transitions, severance, and other investment pursuit costs.
Development and Redevelopment Activities • During the year ended December 31, 2024, the following projects were placed in service: (i) a portion of two lab development projects with total project costs of $83 million, (ii) two outpatient medical development projects with total project costs of $62 million, (iii) one outpatient medical development project held in a consolidated joint venture of which our share of total project costs was $22 million, (iv) one lab redevelopment building held in one of our unconsolidated South San Francisco JVs of which our share of total project costs was $15 million, (v) one lab redevelopment project with total project costs of $14 million, (vi) a portion of one lab redevelopment project with total project costs of $13 million, and (vii) a portion of one lab redevelopment building held in one of our unconsolidated South San Francisco JVs of which our share of total project costs was $9 million.
Development and Redevelopment Activities • During the year ended December 31, 2025, the following projects were placed in service: (i) a portion of three lab development projects with total project costs of $162 million, (ii) two outpatient medical development projects with total project costs of $73 million, (iii) two lab development buildings held in our unconsolidated Callan Ridge JV of which our share of total project costs was $63 million, (iv) a portion of two outpatient medical development projects with total project costs of $32 million, (v) two lab redevelopment buildings held in our unconsolidated South San Francisco JVs of which our share of total project costs was $26 million, (vi) three lab redevelopment projects with total project costs of $23 million, (vii) a portion of two lab redevelopment projects with total project costs of $20 million, and (viii) one outpatient medical redevelopment project with total project costs of $12 million.
Merger-Combined Same-Store Adjusted NOI and Total Portfolio Adjusted NOI increased primarily as a result of the following: • increased rates for resident fees; and • higher occupancy; partially offset by • higher costs of compensation and property management, food, and other operating expenses. 55 Table of Contents Other Income and Expense Items The following table summarizes the results of our other income and expense items for the years ended December 31, 2024 and 2023 (in thousands): Year Ended December 31, 2024 2023 Change Interest income and other $ 44,778 $ 21,781 $ 22,997 Interest expense 280,430 200,331 80,099 Depreciation and amortization 1,057,205 749,901 307,304 General and administrative 97,162 95,132 2,030 Transaction and merger-related costs 132,685 17,515 115,170 Impairments and loan loss reserves (recoveries), net 22,978 (5,601) 28,579 Gain (loss) on sales of real estate, net 178,695 86,463 92,232 Other income (expense), net 59,345 6,808 52,537 Income tax benefit (expense) (4,350) 9,617 (13,967) Equity income (loss) from unconsolidated joint ventures (1,515) 10,204 (11,719) Noncontrolling interests’ share in continuing operations (24,161) (28,748) 4,587 Interest income and other Interest income and other increased for the year ended December 31, 2024 primarily as a result of: (i) mezzanine and secured loans receivable acquired as part of the Merger and (ii) seller financing provided in connection with the disposition of 61 outpatient medical buildings during 2024, partially offset by principal repayments on loans receivable in 2023 and 2024.
Merger-Combined Same-Store Adjusted NOI and Total Portfolio Adjusted NOI increased primarily as a result of the following: • increased rates for resident fees; and • higher occupancy; partially offset by • higher costs of compensation and property management, food, and other operating expenses. 60 Table of Contents Other Income and Expense Items The following table summarizes the results of our other income and expense items for the years ended December 31, 2025 and 2024 (in thousands): Year Ended December 31, 2025 2024 Change Interest income and other $ 61,780 $ 44,778 $ 17,002 Depreciation and amortization 1,058,865 1,057,205 1,660 Interest expense 305,178 280,430 24,748 General and administrative 90,416 97,162 (6,746) Transaction and merger-related costs 25,520 132,685 (107,165) Impairments and loan loss reserves (recoveries), net (893) 22,978 (23,871) Gain (loss) on sales of real estate, net 69,488 178,695 (109,207) Other income (expense), net 479 59,345 (58,866) Income tax benefit (expense) (9,283) (4,350) (4,933) Equity income (loss) from unconsolidated joint ventures (173,984) (1,515) (172,469) Noncontrolling interests’ share in earnings (29,680) (24,161) (5,519) Interest income and other Interest income and other increased for the year ended December 31, 2025 primarily as a result of: (i) seller financing provided in connection with the disposition of 61 outpatient medical buildings during 2024, (ii) secured loans funded in 2024 and 2025, and (iii) mezzanine and secured loans receivable acquired as part of the Merger, partially offset by principal repayments on loans receivable in 2024 and 2025.
At December 31, 2023, our fixed rate debt and variable rate debt had weighted average effective interest rates of 3.70% and 5.72%, respectively.
At December 31, 2025, our fixed rate debt and variable rate debt had weighted average effective interest rates of 4.20% and 4.18%, respectively. At December 31, 2024, our fixed rate debt and variable rate debt had weighted average effective interest rates of 4.04% and 5.56%, respectively.
Actual future sales of our common stock will depend upon a variety of factors, including but not limited to market conditions, the trading price of our common stock, and our capital needs. We have no obligation to sell any shares under our ATM Program.
At December 31, 2025, $1.5 billion of our common stock remained available for sale under the ATM Program. Actual future sales of our common stock will depend upon a variety of factors, including but not limited to market conditions, the trading price of our common stock, and our capital needs.
Our 2029 Term Loan, our two senior unsecured delayed draw term loans with an aggregate principal amount of $500 million (the “2027 Term Loans”), our 2028 Term Loan, and our Revolving Facility accrue interest at the Secured Overnight Financing Rate (“SOFR”) plus a margin that depends on the credit ratings of our senior unsecured long-term debt.
Our 2029 Term Loan, our 2027 Term Loans, our 2028 Term Loan, and our Revolving Facility accrue interest at the Secured Overnight Financing Rate (“SOFR”) plus a margin that depends on the credit ratings of our senior unsecured long-term debt. We also pay a facility fee on the entire commitment under our Revolving Facility that depends upon our credit ratings.
See Note 11 to the Consolidated Financial Statements for additional information about our outstanding debt. Approximately 97% and 90% of our consolidated debt was fixed rate debt as of December 31, 2024 and 2023, respectively. At December 31, 2024, our fixed rate debt and variable rate debt had weighted average effective interest rates of 4.04% and 5.56%, respectively.
See Note 11 to the Consolidated Financial Statements for additional information about our outstanding debt. 65 Table of Contents Approximately 88% and 97% of our consolidated debt was fixed rate debt as of December 31, 2025 and 2024, respectively.
We believe Nareit FFO applicable to common shares and diluted Nareit FFO applicable to common shares are important supplemental non-GAAP measures of operating performance for a REIT. Because the historical cost accounting convention used for real estate assets utilizes straight-line depreciation (except on land), such accounting presentation implies that the value of real estate assets diminishes predictably over time.
Because the historical cost accounting convention used for real estate assets utilizes straight-line depreciation (except on land), such accounting presentation implies that the value of real estate assets diminishes predictably over time.
Cash Flow Summary The following summary discussion of our cash flows is based on the Consolidated Statements of Cash Flows and is not meant to be an all-inclusive discussion of the changes in our cash flows for the periods presented below.
Inflationary increases in expenses will generally be offset, in whole or in part, by the tenant expense reimbursements and contractual rent increases described above. 64 Table of Contents Cash Flow Summary The following summary discussion of our cash flows is based on the Consolidated Statements of Cash Flows and is not meant to be an all-inclusive discussion of the changes in our cash flows for the periods presented below.
Our net cash used in financing activities increased $604 million for the year ended December 31, 2024 compared to the year ended December 31, 2023 primarily as a result of the following: (i) higher net repayments under the commercial paper program, (ii) repurchases of common stock under our 2022 Share Repurchase Program, (iii) an increase in dividends paid on common stock, (iv) cash used to buy out four redeemable noncontrolling interests in April 2024, and (v) an increase in payments for deferred financing costs.
Our net cash provided by financing activities increased $1.08 billion for the year ended December 31, 2025 compared to the year ended December 31, 2024 primarily as a result of the following: (i) higher net borrowings under the commercial paper program, (ii) an increase in proceeds received from the issuances of senior unsecured notes, (iii) lower repurchases of common stock under our share repurchase programs, (iv) lower distributions to noncontrolling interests, (v) lower payments for deferred financing costs, and (vi) higher contributions from noncontrolling interests.
For a reconciliation of net income (loss) to AFFO and other relevant disclosures, refer to “Non-GAAP Financial Measures Reconciliations” below. 50 Table of Contents Comparison of the Year Ended December 31, 2024 to the Year Ended December 31, 2023 Overview The following table summarizes results for the years ended December 31, 2024 and 2023 (1) (in thousands): Year Ended December 31, 2024 2023 Change Net income (loss) applicable to common shares $ 242,384 $ 304,284 $ (61,900) Nareit FFO 1,092,730 985,180 107,550 FFO as Adjusted 1,231,868 978,306 253,562 AFFO 1,140,665 884,230 256,435 _______________________________________ (1) For the reconciliation of non-GAAP financial measures, see “Non-GAAP Financial Measures Reconciliations” below.
Comparison of the Year Ended December 31, 2025 to the Year Ended December 31, 2024 Overview The following table summarizes results for the years ended December 31, 2025 and 2024 (1) (in thousands): Year Ended December 31, 2025 2024 Change Net income (loss) applicable to common shares $ 70,513 $ 242,384 $ (171,871) Nareit FFO applicable to common shares 1,268,981 1,092,730 176,251 FFO as Adjusted applicable to common shares 1,292,256 1,231,868 60,388 AFFO applicable to common shares 1,183,568 1,140,665 42,903 _______________________________________ (1) For the reconciliation of non-GAAP financial measures, see “Non-GAAP Financial Measures Reconciliations” below.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeThe interest rate swap instruments are designated as cash flow hedges, with the objective of managing the exposure to interest rate risk by converting the interest rates on our variable rate debt to fixed interest rates. At December 31, 2024, both the fair value and carrying value of the interest rate swap instruments were $35 million.
Biggest changeThe interest rate swap instruments are designated as cash flow hedges, with the objective of managing the exposure to interest rate risk by converting the interest rates on our variable rate debt to fixed interest rates.
Our remaining variable rate debt at December 31, 2024 was comprised of borrowings under our commercial paper program and certain of our mortgage debt. Interest rate fluctuations will generally not affect our future earnings or cash flows on our fixed rate debt and assets until their maturity or earlier prepayment and refinancing.
Our remaining variable rate debt at December 31, 2025 was comprised of borrowings under our commercial paper program and certain of our mortgage debt. Interest rate fluctuations will generally not affect our future earnings or cash flows on our fixed rate debt and assets until their maturity or earlier prepayment and refinancing.
At December 31, 2024, we had the following sw apped to fixed rates through interest rate swap instruments: (i) the $750 million 2029 Term Loan, (ii) the $500 million 2027 Term Loans, (iii) the $400 million 2028 Term Loan, and (iv) $142 million of variable rate mortgage debt.
At December 31, 2025, we had the following sw apped to fixed rates through interest rate swap instruments: (i) the $750 million 2029 Term Loan, (ii) the $500 million 2027 Term Loans, (iii) the $400 million 2028 Term Loan, and (iv) $142 million of variable rate mortgage debt.
At December 31, 2024, a one percentage point increase or decrease in the underlying interest rate curve would result in a corresponding increase or decrease in the fair value of the derivative instruments by up to $53 million. 65 Table of Contents Interest Rate Risk At December 31, 2024, our exposure to interest rate risk was primarily on our variable rate debt.
At December 31, 2025, a one percentage point increase or decrease in the underlying interest rate curve would result in a corresponding increase or decrease in the fair value of the derivative instruments by up to $38 million. Interest Rate Risk At December 31, 2025, our exposure to interest rate risk was primarily on our variable rate debt.
Additionally, at December 31, 2024, a one percentage point increase or decrease in interest rates would change the fair value of our fixed rate loans receivable by approximately $15 million. These changes would not materially impact earnings or cash flows.
Additionally, at December 31, 2025, a one percentage point increase or decrease in interest rates would change the fair value of our fixed rate loans receivable by up to $13 million. These changes would not materially impact earnings or cash flows.
At December 31, 2024, a one percentage point increase in interest rates would decrease the fair value of our fixed rate debt by approximately $241 million and a one percentage point decrease in interest rates would increase the fair value of our fixed rate debt by approximately $259 million.
At December 31, 2025, a one percentage point increase in interest rates would decrease the fair value of our fixed rate debt by approximately $269 million and a one percentage point decrease in interest rates would increase the fair value of our fixed rate debt by approximately $288 million.
Assuming a one percentage point increase in the interest rates related to our variable rate debt, and assuming no other changes in the outstanding balance at December 31, 2024, our annual interest expense would increase by approximately $3 million.
Assuming a one percentage point increase in the interest rates related to our variable rate debt, and assuming no other changes in the outstanding balance at December 31, 2025, our annual interest expense would increase by approximately $12 million. 71 Table of Contents
Removed
Lastly, assuming a one percentage point decrease in the interest rates related to our variable rate loans receivable, and assuming no other changes in the outstanding balance at December 31, 2024, our annual interest income would decrease by approximately $1 million. 66 Table of Contents
Added
At December 31, 2025, both the fair value and carrying value of the interest rate swap assets were $6 million and both the fair value and carrying value of the interest rate swap liabilities were $10 million.

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