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What changed 10-Q

Item 2. Unregistered Sales of Equity Securities

2023-05-09 compared with 2022-11-09 · 23 added, 92 removed, 19 unchanged (86% of the section changed)

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.

During the three months ended March 31, 2023, the Company withheld and canceled shares of Company common stock to satisfy employee tax withholding obligations payable upon the vesting of non-vested shares, as follows:

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 — —

January 1 - January 31

February 1 - February 28

38,632 21.71 — —

March 1 - March 31

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 Holdings, 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.

Bank Trust Company, National Association.

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.

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.

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.

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.

Tenth Supplemental Indenture, dated as of July 22, 2022, by and between HRTI, LLC and Truist Bank.

3.875% Senior Notes due 2025.

3.625% Senior Notes due 2028 (No.

3.625% Senior Notes due 2028 (No.

Exhibit 3.1 Fifth Articles of Amendment and Restatement of the Company, effective March 22, 2014 .

Exhibit 3.2 Articles of Amendment of the Company, effective December 15, 2014 .

Exhibit 3.3 Articles of Amendment of the Company, effective July 20, 2022 .

Exhibit 3.4 Articles Supplementary of the Company, effective July 14, 2017 .

Exhibit 3.5 Fourth Amended and Restated Bylaws of the Company .

Exhibit 3.6 Certificate of Amendment to Limited Partnership of Healthcare Realty Holdings, L.P.

Exhibit 22 .1

2.400% Senior Notes due 2030 (No.

2.400% Senior Notes due 2030 (No.

2.050% Senior Notes due 2031.

Guarantee of 2025 Note.

Guarantee of 2028 Note.

Guarantee of 2030 Note.

Guarantee of 2031 Note.

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.

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.

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.

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).

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).

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).

Exhibit 10.7 Third Amended and Restated Employment Agreement, dated February 15, 2017, by and between John M.

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).

Exhibit 10.8 Amendment No.

1 to Third Amended and Restated Employment Agreement, dated February 12, 2020, by and between John M.

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).

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).

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).

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).

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).

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).

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).

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).

Exhibit 10.16 Executive Incentive Program, dated August 1, 2022.

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.).

Subsidiary Issuers of Guaranteed Securities.

(filed herewith)

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)

8 unchanged sentences

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.

1 Filed as an exhibit to Legacy HTA's (File No.

001-35568) Form 8-K filed with the SEC on March 11, 2014 and hereby incorporated by reference.

2 Filed as an exhibit to Legacy HTA's (File No.

001-35568) Form 8-K filed with the SEC on December 16, 2014 and hereby incorporated by reference.

3 Filed as an exhibit to the Company's (File No.

001-35568) Form 8-K filed with the SEC on July 26, 2022 and hereby incorporated by reference.

4 Filed as an exhibit to Legacy HTA's (File No.

001-35568) Form 8-K filed with the SEC on July 14, 2017 and hereby incorporated by reference.

5 Filed as an exhibit to Legacy HTA's (File No.

001-35568) Form 8-K filed with the SEC on April 29, 2020 and hereby incorporated by reference.

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.

3 unchanged sentences

Executive Vice President and Chief Financial Officer

November 9, 2022

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.