Healthcare Realty Trust Inc 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds Authorized Repurchases of Equity Securities by the Issuer On August 2, 2022, the Company’s Board of Directors authorized the repurchase of up to $500.0 million of outstanding shares of the 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 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 Company has not repurchased any shares of its common stock under this authorization. PERIOD TOTAL NUMBER OF SHARES PURCHASED AVERAGE PRICE PAID per share TOTAL NUMBER OF SHARES purchased as part of publicly announced plans of programs MAXIMUM NUMBER OF SHARES that may yet be purchased under the plans or programs July 1 - July 31 — $ — — — August 1 - August 31 — — — — September 1 - September 30 2,018 24.14 — — Total 2,018 Item 6. Exhibits EXHIBIT DESCRIPTION Exhibit 2.1 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 Holdings, L.P.), and HR Acquisition 2, LLC. 1 Exhibit 3.1 Fifth Articles of Amendment and Restatement of Healthcare Trust of America, Inc. (now known as Healthcare Realty Trust Incorporated), effective March 22, 2014. 3 Exhibit 3.2 Articles of Amendment of Healthcare Trust of America, Inc. (now known as Healthcare Realty Trust Incorporated), effective December 15, 2014. 4 Exhibit 3.3 Articles of Amendment of Healthcare Trust of America, Inc. (now known as Healthcare Realty Trust Incorporated). 2 Exhibit 3.4 Fourth Amended and Restated Bylaws of Healthcare Trust of America, Inc. (now known as Healthcare Realty Trust Incorporated), as amended. 5 Exhibit 4.1 Indenture, dated as of July 22, 2022, by and among Healthcare Realty Holdings, L.P., Healthcare Realty Trust Incorporated and U.S. Bank Trust Company, National Association. 2 Exhibit 4.2 Supplemental Indenture No. 1, dated as of July 22, 2022, by and among Healthcare Realty Holdings, L.P., Healthcare Realty Trust Incorporated, and U.S. Bank Trust Company, National Association. 2 Exhibit 4.3 Supplemental Indenture No. 2, dated as of July 22, 2022, by and among Healthcare Realty Holdings, L.P., Healthcare Realty Trust Incorporated, and U.S. Bank Trust Company, National Association. 2 Exhibit 4.4 Supplemental Indenture No. 3, dated as of July 22, 2022, by and among Healthcare Realty Holdings, L.P., Healthcare Realty Trust Incorporated, and U.S. Bank Trust Company, National Association. 2 Exhibit 4.5 Supplemental Indenture No. 4, dated as of July 22, 2022, by and among Healthcare Realty Holdings, L.P., Healthcare Realty Trust Incorporated, and U.S. Bank Trust Company, National Association. 2 Exhibit 4.6 Tenth Supplemental Indenture, dated as of July 22, 2022, by and between HRTI, LLC and Truist Bank. 2 Exhibit 4.7 3.875% Senior Notes due 2025. 2 Exhibit 4.8 3.625% Senior Notes due 2028 (No. 2028-1). 2 Exhibit 4.9 3.625% Senior Notes due 2028 (No. 2028-2). 2 Exhibit 4.1 0 2.400% Senior Notes due 2030 (No. 2030-1). 2 46 Table of Contents Exhibit 4.11 2.400% Senior Notes due 2030 (No. 2030-2). 2 Exhibit 4.12 2.050% Senior Notes due 2031. 2 Exhibit 4.13 Guarantee of 2025 Note. 2 Exhibit 4.15 Guarantee of 2028 Note. 2 Exhibit 4.16 Guarantee of 2030 Note. 2 Exhibit 4.17 Guarantee of 2031 Note. 2 Exhibit 10.1 Term Loan Agreement, dated as of May 13, 2022, among Healthcare Trust of America, Inc. (now known as Healthcare Realty Trust Incorporated), Healthcare Trust of America Holdings, LP (now known as Healthcare Realty Holdings, L.P.), the lenders named therein, and J.P. Morgan Chase Bank, N.A., as administrative agent for such lenders. 6 Exhibit 10.2 Fourth Amended and Restated Revolving Credit and Term Loan Agreement, dated as of July 20, 2022, by and among Healthcare Trust of America Holdings, LP (now known as Healthcare Realty Holdings, L.P.), Healthcare Trust of America, Inc. (now known as Healthcare Realty Trust Incorporated), the lenders named therein, and Wells Fargo Bank, National Association. 2 Exhibit 10.3 Contribution and Assignment Agreement, dated as of July 20, 2022, by and between Healthcare Realty Trust Incorporated and Healthcare Realty Holdings, L.P. 2 Exhibit 10.4 Third Amended and Restated Employment Agreement, dated February 16, 2016, by and between Todd J. Meredith and Legacy HR (previously filed as Exhibit 10.10 to Legacy HR’s Form 10-K for the year ended December 31, 2015 filed with the SEC on February 16, 2016 and incorporated by reference herein). 2 Exhibit 10.5 Amendment No. 1 to Third Amended and Restated Employment Agreement, dated February 1 2 , 202 0 , by and between Todd J. Meredith and Legacy HR (previously filed as Exhibit 10. 5 to Legacy HR’s Form 10-K for the year ended December 31, 20 19 filed with the SEC on February 12 , 20 20 and incorporated by reference herein). 2 Exhibit 10.6 Amendment No. 2 to Third Amended and Restated Employment Agreement, dated February 18, 2022, by and between Todd J. Meredith and Legacy HR (previously filed as Exhibit 10.6 to Legacy HR’s Form 10-K for the year ended December 31, 2021 filed with the SEC on February 22, 2022 and incorporated by reference herein). 2 Exhibit 10.7 Third Amended and Restated Employment Agreement, dated February 15, 2017, by and between John M. Bryant, Jr. and Legacy HR (previously filed as Exhibit 10.8 to Legacy HR’s Form 10-K for the year ended December 31, 2016 filed with the SEC on February 15, 2017 and incorporated by reference herein). 2 Exhibit 10.8 Amendment No. 1 to Third Amended and Restated Employment Agreement, dated February 12, 2020, by and between John M. Bryant, Jr. and Legacy HR (previously filed as Exhibit 10.7 to Legacy HR’s Form 10-K for the year ended December 31, 2019 filed with the SEC on February 12, 2020 and incorporated by reference herein). 2 Exhibit 10.9 Amended and Restated Employment Agreement, dated January 1, 2017, by and between Robert E. Hull and Legacy HR (previously filed as Exhibit 10.9 to Legacy HR’s Form 10-K for the year ended December 31, 2016 filed with the SEC on February 15, 2017 and incorporated by reference herein). 2 Exhibit 10.10 Amendment No. 1 to Amended and Restated Employment Agreement, dated February 12, 2020, by and between Robert E. Hull and Legacy HR (previously filed as Exhibit 10.9 to Legacy HR’s Form 10-K for the year ended December 31, 2019 filed with the SEC on February 12, 2020 and incorporated by reference herein). 2 Exhibit 10.11 Amendment No. 2 to Amended and Restated Employment Agreement, dated February 18, 2022, by and between Robert E. Hull and Legacy HR (previously filed as Exhibit 10.11 to Legacy HR’s Form 10-K for the year ended December 31, 2021 filed with the SEC on February 22, 2022 and incorporated by reference herein). 2 Exhibit 10.12 A mended and Restated Employment Agreement, dated February 2, 2016, by and between J. Christopher Douglas and Legacy HR (previously filed as Exhibit 10.1 to Legacy HR’s Form 8-K filed with the SEC on February 3, 2016 and incorporated by reference herein). 2 Exhibit 10.13 Amendment No. 1 to Amended and Restated Employment Agreement, dated February 12, 2020, by and between J. Christopher Douglas and Legacy HR (previously filed as Exhibit 10.11 to Legacy HR’s Form 10-K for the year ended December 31, 2019 filed with the SEC on February 12, 2020 and incorporated by reference herein). 2 Exhibit 10.14 Amendment No. 2 to Amended and Restated Employment Agreement, dated February 18, 2022, by and between J. Christopher Douglas and Legacy HR (previously filed as Exhibit 10.4 to Legacy HR’s Form 10-K for the year ended December 31, 2021 filed with the SEC on February 22, 2022 and incorporated by reference herein). 2 Exhibit 10.15 Amended and Restated Employment Agreement, dated as of July 1, 2021, by and between Julie F. Wilson and Legacy HR (previously filed as Exhibit 10.1 to Legacy HR’s Form 10-Q for the quarter ended June 30, 2021 and incorporated by reference herein). 2 Exhibit 10.16 Executive Incentive Program, dated August 1, 2022. 7 Exhibit 10.17 Second Amended and Restated Agreement of Limited Partnership Healthcare Trust of America Holdings, LP (now known as Healthcare Realty Holdings, L.P.). 2 47 Table of Contents Exhibit 31.1 Certification of the Chief Executive Officer of Healthcare Realty Trust Incorporated pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith) Exhibit 31.2 Certification of the Chief Financial Officer of Healthcare Realty Trust Incorporated pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith) Exhibit 32 Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith) Exhibit 101.INS The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document. Exhibit 101.SCH XBRL Taxonomy Extension Schema Document (furnished electronically herewith) Exhibit 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document (furnished electronically herewith) Exhibit 101.LAB XBRL Taxonomy Extension Labels Linkbase Document (furnished electronically herewith) Exhibit 101.DEF XBRL Taxonomy Extension Definition Linkbase Document (furnished electronically herewith) Exhibit 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document (furnished electronically herewith) 1 Filed as an exhibit to the Company's Current Report on Form 8-K filed February 28, 2022 and hereby incorporated by reference. 2 Filed as an exhibit to the Company's Current Report on Form 8-K filed July 26, 2022 and hereby incorporated by reference. 3 Filed as an exhibit to the Company's Current Report on Form 8-K filed March 11, 2014 and hereby incorporated by reference. 4 Filed as an exhibit to the Company's Current Report on Form 8-K filed December 16, 2014 and hereby incorporated by reference. 5 Filed as an exhibit to the Company's Current Report on Form 8-K filed April 29, 2020 and hereby incorporated by reference. 6 Filed as an exhibit to the Company's Current Report on Form 8-K filed May 16, 2022 and hereby incorporated by reference. 7 Filed as an exhibit to the Company's Current Report on Form 8-K filed August 5, 2022 and hereby incorporated by reference. 48 Table of Contents SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. HEALTHCARE REALTY TRUST INCORPORATED By: /s/ J. CHRISTOPHER DOUGLAS J. Christopher Douglas Executive Vice President and Chief Financial Officer November 9, 2022 49