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Item 2. Unregistered Sales of Equity Securities

2022-08-09 compared with 2022-05-09 · 72 added, 67 removed, 2 unchanged (99% of the section changed)

Unregistered Sales of Equity Securities and Use of Proceeds

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

During the three months ended March 31, 2022, we repurchased shares of our common stock as follows:

Period Total Number of

Shares Purchased (1) (2)

Average Price

Paid per Share (1) (2)

Total Number of

Shares Purchased

Publicly Announced

Plan or Program Maximum Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs

January 1, 2022 to January 31, 2022 42,834 $ 33.55 — —

February 1, 2022 to February 28, 2022 672 30.33 — —

March 1, 2022 to March 31, 2022 6,041 30.40 — —

(1) Purchases represent shares of common stock withheld by us to satisfy withholding obligations on the vesting of restricted shares.

The price paid per share was the then closing price of our common stock on the NYSE.

(2) For each share of common stock redeemed by HTA, HTALP redeems a corresponding number of OP Units in the HTALP operating partnership.

Therefore, the OP Units in the HTALP operating partnership repurchased by HTALP are the same as the shares of common stock repurchased by HTA as shown above.

The exhibits listed on the Exhibit Index are included, and incorporated by reference, in this Quarterly Report.

EXHIBIT INDEX

Pursuant to Item 601(a)(2) of Regulation S-K, this Exhibit Index immediately precedes the exhibits.

The following exhibits are included, or incorporated by reference, in this Quarterly Report for the quarter ended March 31, 2022 (and are numbered in accordance with Item 601 of Regulation S-K).

2.1 Agreement and Plan of Merger, dated as of February 28, 2022, among Healthcare Realty Trust Incorporated, Healthcare Trust of America, Inc., Healthcare Trust of America Holdings, LP, and HR Acquisition 2, LLC (included as Exhibit 2.1 to our Current Report on Form 8-K filed on March 1, 2022 and incorporated herein by reference).

10.1† First Amendment to the Amended and Restated Employment Agreement between Healthcare Trust of America, Inc.

and Robert A.

Milligan (included as Exhibit 99.1 to our Current Report on Form 8-K filed on March 15, 2022 and incorporated herein by reference).

10.2† First Amendment to the Amended and Restated Employment Agreement between Healthcare Trust of America, Inc.

and Amanda L.

Houghton (included as Exhibit 99.2 to our Current Report on Form 8-K filed on March 15, 2022 and incorporated herein by reference).

10.3 Form of Indemnification Agreement executed by Constance B.

Moore (included as Exhibit 10.46 to our Amended Annual Report on Form 10-K/A filed on April 12, 2022 and incorporate d herein by reference).

10.4 Form of Indemnification Agreement executed by Reshma Block (included as Exhibit 10.47 to our Amended Annual Report on Form 10-K/A filed on April 12, 2022 and incorporated herein by reference).

31.1* Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Healthcare Trust of America, Inc.

31.2* Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Healthcare Trust of America, Inc.

31.3* Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Healthcare Trust of America Holdings, LP.

31.4* Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Healthcare Trust of America Holdings, LP.

32.1** Certification of Chief Executive Officer, pursuant to 18 U.S.C.

Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002 for Healthcare Trust of America Inc.

32.2** Certification of Chief Financial Officer, pursuant to 18 U.S.C.

Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002 for Healthcare Trust of America, Inc.

32.3** Certification of Chief Executive Officer, pursuant to 18 U.S.C.

Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002 for Healthcare Trust of America Holdings, LP.

32.4** Certification of Chief Financial Officer, pursuant to 18 U.S.C.

Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002 for Healthcare Trust of America Holdings, LP.

101.INS* Inline XBRL Instance Document.

101.SCH* Inline XBRL Taxonomy Extension Schema Document.

101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

* Filed herewith.

** Furnished herewith.

† Compensatory plan or arrangement.

Authorized Repurchases of Equity Securities by the Issuer

On August 2, 2022, the Combined Company’s Board of Directors authorized the repurchase of up to $500.0 million of outstanding shares of the Combined Company’s common stock either in the open market or through privately negotiated transactions, subject to market conditions, regulatory constraints, and other customary conditions.

The Combined Company is not obligated under this authorization to repurchase any specific number of shares.

This authorization supersedes all previous stock repurchase authorizations.

As of the date of this report, the Combined Company has not repurchased any shares of its common stock under this authorization.

EXHIBIT DESCRIPTION

Agreement and Plan of Merger, dated as of February 28, 2022, by and among Healthcare Realty Trust Incorporated (now known as HRTI , LLC) , Healthcare Trust of America, Inc.

(now known as Healthcare Realty Trust Incorporated) , Healthcare Trust of America Holdings, L.P.

(now known as Healthcare Realty H oldings, L.P.) , and HR Acquisition 2, LLC.

Fifth Articles of Amendment and Restatement of Healthcare Trust of America, Inc.

(now known as Healthcare Realty Trust Incorporated), effective March 22, 2014 .

Articles of Amendment of Healthcare Trust of America, Inc.

(now known as Healthcare Realty Trust Incorporated), effective December 15, 2014 .

Articles of Amendment of Healthcare Trust of America, Inc.

(now known as Healthcare Realty Trust Incorporated).

Fourth Amended and Restated Bylaws of Healthcare Trust of America, Inc.

(now known as Healthcare Realty Trust Incorporated) , as amended .

Indenture, dated as of July 22, 2022 , by and among Healthcare Realty Holdings, L.P.

, Healthcare Realty Trust Incorporated and U.S.