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Item 9A. Controls and Procedures

2024-02-16 compared with 2023-03-01 · 108 added, 120 removed, 365 unchanged (38% of the section changed)

6 unchanged sentences

Changes in Internal Control over Financial Reporting

On July 20, 2022, the Merger of Legacy HR and Legacy HTA was completed, and the Company is currently integrating Legacy HTA into its operations, compliance program and internal control processes.

SEC regulations allow companies to exclude acquisitions from their assessment of internal control over financial reporting during the first year following an acquisition.

Legacy HTA makes up 65% of the Company's total assets and 38% of total revenue.

Based on the significance of the acquisition, the Company has excluded the acquired operations of Legacy HTA from management's assessment of internal control over financial reporting for the twelve months ended December 31, 2022.

Excluding the Merger, there have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the year ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Management’s Annual Report on Internal Control Over Financial Reporting

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(i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles

generally accepted in the United States of America, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company;

and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

1 unchanged sentence

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of the Company’s internal control over financial reporting, excluding Legacy HTA, as of December 31, 2022 using the principles and other criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013).

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2023 using the principles and other criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013).

Based on that assessment, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2023.

The Company’s independent registered public accounting firm, BDO USA, LLP, has also issued an attestation report on the effectiveness of the Company’s internal control over financial reporting included herein.

The Company’s independent registered public accounting firm, BDO USA, P.C., has also issued an attestation report on the effectiveness of the Company’s internal control over financial reporting included herein.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheets of the Company as of December 31, 2022 and 2021, the related consolidated statements of income, comprehensive income, equity, and cash flows for each of the three years in the period ended December 31, 2022, and the related notes and financial statement schedules and our report dated March 1, 2023 expressed an unqualified opinion thereon.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income (loss), equity and redeemable non-controlling interests, and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and financial statement schedules and our report dated February 16, 2024 expressed an unqualified opinion thereon.

Basis for Opinion

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We believe that our audit provides a reasonable basis for our opinion.

As indicated in the accompanying Item 9A, Management’s Annual Report on Internal Control over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Healthcare Trust of America, Inc.

(“Legacy HTA”), which was acquired on July 20, 2022, and which is included in the consolidated balance sheet of the Company as of December 31, 2022, and the related consolidated statements of income, comprehensive income, equity, and cash flows for the year then ended.

Legacy HTA constituted 65% of total assets as of December 31, 2022, and 38% of revenues for the year then ended.

Management did not assess the effectiveness of internal control over financial reporting of Legacy HTA because of the timing of the acquisition which was completed on July 20, 2022.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of Legacy HTA.

Definition and Limitations of Internal Control over Financial Reporting

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/s/ BDO USA, LLP

/s/ BDO USA, P.C.

Nashville, Tennessee

March 1, 2023

February 16, 2024

Other Information

During the year ended December 31, 2023, no director or officer of the Company adopted or terminated a "Rule 10b5-1 trading agreement" or "non-Rule 10b5-1 trading agreement," as each term is defined in Item 408(a) of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

1 unchanged sentence

Directors, Executive Officers and Corporate Governance

Information with respect to the Company’s directors, set forth in the Company’s Proxy Statement relating to the Annual Meeting of Shareholders to be held on June 5, 2023 under the caption “Election of Directors,” is incorporated herein by reference.

Information with respect to the Company’s directors, set forth in the Company’s Proxy Statement relating to the Annual Meeting of Shareholders to be held on May 21, 2024, under the caption “Election of Directors,” is incorporated herein by reference.

Executive Officers

41 unchanged sentences

Section 16(a) Compliance

Information with respect to compliance with Section 16(a) of the Exchange Act set forth in the Company’s Proxy Statement relating to the Annual Meeting of Shareholders to be held on June 5, 2023 under the caption “Security Ownership of Certain Beneficial Owners and Management – Delinquent Section 16(a) Reports,” is incorporated herein by reference.

Information with respect to compliance with Section 16(a) of the Exchange Act set forth in the Company’s Proxy Statement relating to the Annual Meeting of Shareholders to be held on May 21, 2024, under the caption “Security Ownership of Certain Beneficial Owners and Management – Delinquent Section 16(a) Reports,” is incorporated herein by reference.

Stockholder Recommendation of Director Candidates

Information with respect to the Company’s policy relating to stockholder recommendations of director candidates is set forth in the Company’s Proxy Statement relating to the Annual Meeting of Stockholders to be held on June 5, 2023 under the caption “Shareholder Recommendation or Nomination of Director Candidates,” and is incorporated herein by reference.

Information with respect to the Company’s policy relating to stockholder recommendations of director candidates is set forth in the Company’s Proxy Statement relating to the Annual Meeting of Stockholders to be held on May 21, 2024, under the caption “Shareholder Recommendation or Nomination of Director Candidates,” and is incorporated herein by reference.

Audit Committee

Information relating to the Company’s Audit Committee, its members and the Audit Committee’s financial experts, set forth in the Company’s Proxy Statement relating to the Annual Meeting of Shareholders to be held on June 5, 2023 under the caption “Committee Membership,” is incorporated herein by reference.

Information relating to the Company’s Audit Committee, its members and the Audit Committee’s financial experts, set forth in the Company’s Proxy Statement relating to the Annual Meeting of Shareholders to be held on May 21, 2024, under the caption “Committee Membership,” is incorporated herein by reference.

Executive Compensation

Information relating to executive compensation, set forth in the Company’s Proxy Statement relating to the Annual Meeting of Shareholders to be held on June 5, 2023 under the captions “Compensation Discussion and Analysis,” “Executive Compensation,” “Compensation Committee Interlocks and Insider Participation,” “Compensation Committee Report” and “Director Compensation,” is incorporated herein by reference, except with respect to the disclosure under the heading "Executive Compensation - Pay Versus Performance."

Information relating to executive compensation, set forth in the Company’s Proxy Statement relating to the Annual Meeting of Shareholders to be held on May 21, 2024, under the captions “Compensation Discussion and Analysis,” “Executive Compensation,” “Compensation Committee Interlocks and Insider Participation,” “Compensation Committee Report” and “Director Compensation,” is incorporated herein by reference, except with respect to the disclosure under the heading "Executive Compensation - Pay Versus Performance."

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Information relating to the security ownership of management and certain beneficial owners, set forth in the Company’s Proxy Statement relating to the Annual Meeting of Shareholders to be held on June 5, 2023 under the caption “Security Ownership of Certain Beneficial Owners and Management,” is incorporated herein by reference.

Information relating to the security ownership of management and certain beneficial owners, set forth in the Company’s Proxy Statement relating to the Annual Meeting of Shareholders to be held on May 21, 2024 under the caption “Security Ownership of Certain Beneficial Owners and Management,” is incorporated herein by reference.

Information relating to securities authorized for issuance under the Company’s equity compensation plans, set forth in Item 5 of this report under the caption “Equity Compensation Plan Information,” is incorporated herein by reference.

Certain Relationships and Related Transactions, and Director Independence

Information relating to certain relationships and related transactions, and director independence, set forth in the Company’s Proxy Statement relating to the Annual Meeting of Shareholders to be held on June 5, 2023 under the captions “Certain Relationships and Related Transactions” and “Corporate Governance – Independence of Directors,” is incorporated herein by reference.

Information relating to certain relationships and related transactions, and director independence, set forth in the Company’s Proxy Statement relating to the Annual Meeting of Shareholders to be held on May 21, 2024 under the captions “Certain Relationships and Related Transactions” and “Corporate Governance – Independence of Directors,” is incorporated herein by reference.

Principal Accountant Fees and Services

Our independent registered public accounting firm is BDO USA, LLP , Nashville, TN , PCAOB ID# 243 .

Information relating to the fees paid to the Company’s accountants, set forth in the Company’s Proxy Statement relating to the Annual Meeting of Shareholders to be held on June 5, 2023 under the caption “Ratification of Appointment of Independent Registered Public Accounting Firm,” is incorporated herein by reference.

Our independent registered public accounting firm is BDO USA, P.C.

, Nashville, TN , PCAOB ID# 243 .

Information relating to the fees paid to the Company’s accountants, set forth in the Company’s Proxy Statement relating to the Annual Meeting of Shareholders to be held on May 21, 2024, under the caption “Ratification of Appointment of Independent Registered Public Accounting Firm,” is incorporated herein by reference.

Exhibits and Financial Statement Schedules

3 unchanged sentences

• Consolidated Balance Sheets – December 31, 2023 and December 31, 2022.

• Consolidated Statements of Income for the years ended December 31, 2022, December 31, 2021 and December 31, 2020.

• Consolidated Statements of Comprehensive Income for the years ended December 31, 2022, December 31, 2021 and December 31, 2020.

• Consolidated Statements of Equity for the years ended December 31, 2022, December 31, 2021 and December 31, 2020.

• Consolidated Statements of Operations for the years ended December 31, 2023, December 31, 2022 and December 31, 2021.

• Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2023, December 31, 2022 and December 31, 2021.

• Consolidated Statements of Equity and Redeemable Non-Controlling Interests for the years ended December 31, 2023, December 31, 2022 and December 31, 2021.

• Consolidated Statements of Cash Flows for the years ended December 31, 2023, December 31, 2022 and December 31, 2021.

10 unchanged sentences

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

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.

— Articles of Amendment of Healthcare Trust of America, Inc.

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

3.3 — A rticles of Amendment of Healthcare Trust of America, Inc.

(now known as Healthcare Realty Trust Incorporated), effective July 20, 2022.

3.4 — A rticles Supplementary of Healthcare Trust of America, In c.

(now known as Healthcare Realty T rust Incorporated ) effective July 14, 2017 .

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

(now known as Healthcare Realty Trust Incorporated).

3.6 — C ertificate of Amendment to Certificate of Limited Partnership of Healthcare Trust of America Holdings, L.P.

(now known as Healthcare Realty Holdings, L.P.

3.1 — Fifth Articles of Amendment and Restatement of the Company, as amended .

3.2 — Fourth Amended and Restated Bylaws of the Company .

3.3 — Certificate of Limited Partnership of Healthcare Realty Holdings, L.P.

, as amended.

3.4 — Second Amended and Restated Agreement of Limited Partnership of Healthcare Realty Holdings, L .

4.1 — Description of Registrant's securities registered pursuant to Section 12 of the Securities Exchange Act of 1934.

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(now Healthcare Realty Trust Incorporated), and U.S.

Bank National Association, as trustee, including the form of 3.

75 % Senior Notes due 202 7 and the guarantee thereof.

Bank National Association, as trustee, including the form of 3.75% Senior Notes due 2027 and the guarantee thereof.

4.5 — 2030 Notes Indenture, dated as of September 16, 2019 among Healthcare Trust of America Holdings, LP (now Healthcare Realty Holdings, L.P.), Healthcare Trust of America, Inc.

(now Healthcare Realty Trust Incorporated), and U.S.

Bank National Association, as trustee, including the form of 3.

1 0% Senior Notes due 20 30 and the guarantee thereof.

Bank National Association, as trustee, including the form of 3.10% Senior Notes due 2030 and the guarantee thereof.

4.6 — 2031 Notes Indenture, dated as of September 28, 2020 among Healthcare Trust of America Holdings, LP (now Healthcare Realty Holdings, L.P.), Healthcare Trust of America, Inc.

(now Healthcare Realty Trust Incorporated), and U.S.

Bank National Association, as trustee, including the form of 2 .

0 0% Senior Notes due 203 1 and the guarantee thereof.

4.7 — I ndenture , dated as of July 22, 2022, by and among Healthcare Realty Holdings, L.P., Healthcare Realty Trust Incorporated, and U.S.

Bank Trust Company, Nationa l Association.

4.8 — S upplemental Indenture No.

Bank National Association, as trustee, including the form of 2.00% Senior Notes due 2031 and the guarantee thereof.

4.7 — 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.

4.8 — 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.

9 unchanged sentences

Bank Trust Company, National Association.

4.12 — T enth Supplemental Indenture, dated as of July 22, 2022, by and between HRTI, LLC and Truist Bank.

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

4.13 — 3.875% Senior Notes due 2025.

26 unchanged sentences

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

and Healthcare Realty Trust Incorporated (now known as HRT I, LLC) .

and Healthcare Realty Trust Incorporated (now known as HRTI, LLC) .

10.9 — Amended and Restated Employment Agreement, dated January 1, 2017, between Robert E.

2 unchanged sentences

1 to Amended and Restated Employment Agreement, dated February 12, 2020, between Robert E.

Hull and Healthcare R ealty Trust Incorporated (now known as HRTI, LLC) .

Hull and Healthcare Realty Trust Incorporated (now known as HRTI, LLC) .

— Amendment No.

12 unchanged sentences

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

10.17 — Second Amended and Restated Agreement of Limited Partnership of Healthcare Trust of America Holdings, LP (now known as Healthcare Realty Holdings, L.P.).

10.17 — Form of LTIP Award Agreement (CEO Version).

2 unchanged sentences

10.20 — Form of Indemnification Agreement for Directors.

10.22 — Restricted Stock Award Certificate .

10.23 — Healthcare Trust of America, Inc.

(now Healthcare Realty Trust Incorporated) Amended and Restated 2006 Incentive Plan, dated April 29, 2021.

10.21 — Form of Restricted Stock Award Certificate.

10.22 — The Company's Amended and Restated 2006 Incentive Plan, dated April 29, 2021.

10.23 — Form of LTIP Award Agreement.

(filed herewith)

— Subsidiaries of the Registrant.

(filed herewith)

— Consent of BDO USA, LLP, independent registered public accounting firm.

22 Subsidiary Issuers of Guaranteed Securities (filed herewith).

— Consent of BDO USA, P.C.

, independent registered public accounting firm.

(filed herewith)

6 unchanged sentences

(filed herewith)

97 — Healthcare Realty Policy for the Recovery of Errone ously Awarded Compensation .

(filed herewith)

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001-35568) Form 8-K filed with the SEC on March 1, 2022 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 March 11, 2014 and hereby incorporated by reference.

3 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.

2 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.

5 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.

001-35568) Form 10-Q for the quarter ended June 30, 2023 filed with the SEC on August 8, 2023 and hereby incorporated by reference.

3 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.

4 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.

5 Filed as an exhibit to the Company's Form 10-Q for the period ended September 30, 2023, filed with the SEC on November 3, 2023, and hereby incorporated by reference.

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

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001-35568) Definitive Proxy Statement on Schedule 14A filed with the SEC on April 30, 2021 and hereby incorporated by reference.

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

001-35568) Form 10-K for the year ended December 31, 2022 filed with the SEC on March 1, 2023 and hereby incorporated by reference.

Executive Compensation Plans and Arrangements

1 unchanged sentence

Third Amended and Restated Employment Agreement, dated February 16, 2016, between Todd J.

Meredith and the Company (filed as Exhibit 10.4)

Meredith and Healthcare Realty Trust Incorporated (now known as HRTI, LLC) (filed as Exhibit 10.4)

Amendment No.

1 to Third Amended and Restated Employment Agreement, dated February 12, 2020, between Todd J.

Meredith and the Company (filed as Exhibit 10.5)

Meredith and Healthcare Realty Trust Incorporated (now known as HRTI, LLC) (filed as Exhibit 10.5)

Amendment No.

2 to Third Amended and Restated Employment Agreement, dated February 22, 2022, between Todd J.

Meredith and the Company (filed as Exhibit 10.6)

Meredith and Healthcare Realty Trust Incorporated (now known as HRTI, LLC) (filed as Exhibit 10.6)

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

and the Company (filed as Exhibit 10.7)

and Healthcare Realty Trust Incorporated (now known as HRTI, LLC) (filed as Exhibit 10.7)

Amendment No.

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

and the Company (filed as Exhibit 10.8)

and Healthcare Realty Trust Incorporated (now known as HRTI, LLC) (filed as Exhibit 10.8)

Amended and Restated Employment Agreement, dated January 1, 2017, between Robert E.

Hull and the Company (filed as Exhibit 10.9)

Hull and Healthcare Realty Trust Incorporated (now known as HRTI, LLC) (filed as Exhibit 10.9)

Amendment No.

1 to Amended and Restated Employment Agreement, dated February 12, 2020, between Robert E.

Hull and the Company (filed as Exhibit 10.10)

Hull and Healthcare Realty Trust Incorporated (now known as HRTI, LLC) (filed as Exhibit 10.10)

Amendment No.

2 to Amended and Restated Employment Agreement, dated February 22, 2022, between Robert E.

Hull and the Company (filed as Exhibit 10.11)

Hull and Healthcare Realty Trust Incorporated (now known as HRTI, LLC) (filed as Exhibit 10.11)

Amended and Restated Employment Agreement, dated February 2, 2016, between J.

Christopher Douglas and the Company (filed as Exhibit 10.12)

Christopher Douglas and Healthcare Realty Trust Incorporated (now known as HRTI, LLC) (filed as Exhibit 10.12)

Amendment No.

1 to Amended and Restated Employment Agreement, dated February 12, 2020, between J.

Christopher Douglas and the Company (filed as Exhibit 10.13)

Christopher Douglas and Healthcare Realty Trust Incorporated (now known as HRTI, LLC) (filed as Exhibit 10.13)

Amendment No.

2 to Amended and Restated Employment Agreement, dated February 22, 2022, between J.

Christopher Douglas and the Company (filed as Exhibit 10.14)

Amended and Restated Employment Agreement between the Company and Julie F.

Christopher Douglas and Healthcare Realty Trust Incorporated (now known as HRTI, LLC) (filed as Exhibit 10.14)

Amended and Restated Employment Agreement between Healthcare Realty Trust Incorporated (now known as HRTI, LLC) and Julie F.

Wilson, dated July 1, 2021 (filed as Exhibit 10.15)

Executive Incentive Program (filed as Exhibit 10.16)

Healthcare Realty Trust Incorporated Form of Restricted Stock Agreement for Officers (filed as Exhibit 10.21)

Healthcare Trust of America, Inc.

(now Healthcare Realty Trust Incorporated) Amended and Restated 2006 Incentive Plan, dated April 29, 2021 (filed as Exhibit 10.23)

Form of Healthcare Realty Trust Incorporated Restricted Stock Unit Agreement (filed as Exhibit 10.22)

Executive Incentive Program, dated August 1, 2022 (filed as Exhibit 10.16)

Form of LTIP Award Agreement (CEO Version) (filed as Exhibit 10.17)

Form of LTIP Award Agreement (Executive Version) (filed as Exhibit 10.18)

Form of LTIP Award Agreement (Director Version) (filed as Exhibit 10.19)

Form of Restricted Stock Award Certificate (filed as Exhibit 10.21)

The Company's Amended and Restated 2006 Incentive Plan, dated April 29, 2021 (filed as Exhibit 10.22)

Form of LTIP Award Agreement (filed as Exhibit 10.23)

4 unchanged sentences

President, Chief Executive Officer, and Director

March 1, 2023

February 16, 2024

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

SIGNATURE TITLE DATE

Meredith President, Chief Executive Officer and Director March 1, 2023

Meredith President, Chief Executive Officer and Director February 16, 2024

Meredith (Principal Executive Officer)

Christopher Douglas Executive Vice President and Chief Financial March 1, 2023

Christopher Douglas Executive Vice President and Chief Financial February 16, 2024

Christopher Douglas Officer (Principal Financial Officer)

/s/ Amanda L.

Callaway Senior Vice President and Chief Accounting March 1, 2023

Callaway Senior Vice President and Chief Accounting February 16, 2024

Callaway Officer (Principal Accounting Officer)

Abbott Director March 1, 2023

Agee Director March 1, 2023

Bradley Blair, II Director March 1, 2023

Abbott Director February 16, 2024

Agee Director February 16, 2024

Bradley Blair, II Director February 16, 2024

Bradley Blair, II

Booth Director March 1, 2023

Booth Director February 16, 2024

/s/ Edward H.

Braman Director March 1, 2023

/s/ Ajay Gupta Director March 1, 2023

Kilroy Director March 1, 2023

Leupp Director March 1, 2023

Lyle Director March 1, 2023

Braman Director February 16, 2024

/s/ Ajay Gupta Director February 16, 2024

Kilroy Director February 16, 2024

Leupp Director February 16, 2024

Lyle Director February 16, 2024

/s/ Constance B.

Moore Director March 1, 2023

/s/ John Knox Singleton Director March 1, 2023

Moore Director February 16, 2024

/s/ John Knox Singleton Director February 16, 2024

John Knox Singleton

/s/ Christann M.

Vasquez Director March 1, 2023

Vasquez Director February 16, 2024

Schedule II – Valuation and Qualifying Accounts for the years ended December 31, 2023, 2022 and 2021

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Dallas, TX 43 $ 72,772 $ 17,396 $ 90,168 $ 925,170 $ 147,779 $ 1,072,949 $ 550 $ 1,163,667 $ 221,375 $ — 2003-2022 1974-2021

Houston, TX 31 63,942 13,018 76,960 642,626 32,557 675,183 57 752,200 97,793 — 2007-2022 1974-2018

Seattle, WA 29 59,412 4,883 64,295 551,328 90,031 641,359 715 706,369 186,903 — 2008-2022 1977-2018

Los Angeles, CA 23 95,360 3,164 98,524 436,629 55,941 492,570 453 591,547 129,663 38,373 1993-2022 1959-2018

Boston, MA 18 128,904 — 128,904 456,963 2,173 459,136 — 588,040 13,513 — 2022 1860-2019

Denver, CO 33 62,172 14,526 76,698 488,764 56,499 545,263 610 622,571 94,906 — 2007-2022 1942-2022

Charlotte, NC 32 28,119 7,345 35,464 451,251 39,182 490,433 110 526,007 116,578 — 2008-2020 1961-2018

Houston, TX 34 82,539 2,850 85,389 669,553 27,966 697,519 57 782,965 63,486 — 1993-2022 1974-2018

Miami, FL 23 72,304 60 72,364 429,781 17,413 447,194 105 519,663 52,920 — 1994-2022 1954-2021

Phoenix, AZ 35 12,205 8,057 20,262 447,753 26,436 474,189 425 494,876 59,449 — 2007-2017 1971-2008

Atlanta, GA 27 40,227 8,868 49,095 429,729 15,587 445,316 100 494,511 79,569 5,572 2007-2022 1974-2014

Tampa, FL 20 30,790 743 31,533 419,354 ( 5,061 ) 414,293 33 445,859 18,991 — 1994-2022 1954-2015

Denver, CO 33 70,478 6,220 76,698 491,881 51,208 543,089 609 620,396 65,123 6,818 2010-2022 1942-2020

Boston, MA 17 117,857 9,590 127,447 336,670 4,255 340,925 14 468,386 37,569 — 2012-2016 1860-2011

Raleigh, NC 28 44,530 12,090 56,620 393,245 15,098 408,343 9 464,972 38,879 — 2010-2022 1977-2020

Phoenix, AZ 35 20,257 5 20,262 448,657 18,836 467,493 425 488,180 30,281 — 2007-2022 1971-2006

Chicago, IL 7 32,374 — 32,374 271,285 15,995 287,280 81 319,735 28,243 — 2004-2022 1970-2017

Indianapolis, IN 36 52,180 — 52,180 292,372 5,437 297,809 13 350,002 19,705 — 2019-2022 1988-2013

Hartford, CT 30 43,326 — 43,326 234,702 1,150 235,852 — 279,178 8,015 — 2022 1955-2017

Nashville, TN 13 40,673 2,674 43,347 309,400 97,997 407,397 7,427 458,171 115,979 7,841 2004-2022 1976-2022

New York, NY 14 64,402 — 64,402 192,029 2,220 194,249 — 258,651 4,771 — 2022 1920-2014

Los Angeles, CA 20 68,225 3,861 72,086 305,221 71,590 376,811 453 449,350 145,875 28,870 1994-2022 1964-2008

Miami, FL 19 47,092 6,902 53,994 325,814 35,543 361,357 178 415,529 74,470 — 1994-2021 1954-2021

Tampa, FL 19 23,491 7,631 31,122 363,588 15,729 379,317 33 410,472 36,726 — 1994-2023 1975-2015

Indianapolis, IN 36 45,914 8,985 54,899 308,044 10,542 318,586 13 373,498 42,273 — 2007-2019 1988-2013

Austin, TX 13 22,178 4,885 27,063 261,585 31,211 292,796 142 320,001 55,891 — 2007-2022 1972-2015

Orlando, FL 8 20,698 10 20,708 198,719 3,556 202,275 1 222,984 11,654 — 1998-2022 1988-2009

New York, NY 14 58,719 5,683 64,402 192,029 4,705 196,734 — 261,136 15,887 — 2014-2019 1920-2014

Chicago, IL 6 11,250 2,554 13,804 212,170 17,314 229,484 81 243,369 39,671 — 2004-2019 1970-2017

Memphis, TN 11 12,253 1,648 13,901 118,427 75,725 194,152 322 208,375 71,813 — 1999-2020 1982-2014

Honolulu, HI 6 8,314 1,213 9,527 147,422 47,669 195,091 169 204,787 61,575 — 2003-2014 1975-2010

Hartford, CT 30 24,167 5,214 29,381 159,178 1,383 160,561 — 189,942 15,883 — 2016-2019 1955-2017

Other (49 markets) 194 272,785 61,795 334,580 3,308,020 211,205 3,519,225 1,310 3,855,115 618,702 28,251 1993-2023

3 unchanged sentences

Construction in Progress — — — — 60,727 — 60,727 — 60,727 — —

Corporate property — 1,853 — 1,853 1,787 1,240 3,027 5,538 10,418 5,288 —

Financing lease right-of-use assets — — — — — — — — 82,209 — —

1 unchanged sentence

Total properties 656 1,196,168 $ 208,818 $ 1,404,986 $ 10,738,161 $ 1,048,037 $ 11,786,198 $ 12,718 $ 13,408,713 $ 2,227,766 $ 70,534

1 Includes one asset held for sale at 12/31/22 of approximately $ 18.9 million.

1 Includes one asset held for sale as of December 31, 2023 with gross real estate investments of approximately $ 9.6 million.

2 Total properties as of December 31, 2023 have an estimated aggregate total cost of $ 12.6 billion for federal income tax purposes.

3 Depreciation is provided for on a straight-line basis on buildings and improvements over 3.3 to 49.0 years, lease intangibles over 1.0 to 99.0 years, personal property over 3.0 to 20.0 years, and land improvements over 2.0 to 39.0 years.

4 Includes unamortized premium of $ 0.5 million and unaccreted discount of $ 38 thousand and debt issuance costs of $ 0.3 million as of December 31, 2022.

4 Includes unamortized premium of $ 0.3 million and unaccreted discount of $ 0.2 million and debt issuance costs of $ 0.3 million as of December 31, 2023.

5 Includes merger of Healthcare Trust of America, Inc.

21 unchanged sentences

Texas 7.00 % 7/1/2024 (1) $ — $ 31,150 $ 31,150 $ —

North Carolina 8.00 % 12/22/2024 (2) — 6,000 5,796

Florida 6.00 % 2/27/2026 (3) — 32,156 32,112 —

California 6.00 % 3/29/2026 (4) — 45,000 45,000 —

Florida 9.00 % 12/28/2026 (5) — 7,700 7,700 —

Mezzanine loans on real estate located in:

Texas 8.00 % 6/24/2024 (6) — 54,119 45,856 54,119

North Carolina 8.00 % 12/22/2024 (4) — 6,000 5,493 —

Arizona 9.00 % 12/20/2026 (4) — 6,000 6,000 —

Total real estate notes receivable $ — $ 182,125 $ 173,614 $ 54,119

Accrued interest receivable — — 758 —

Deferred fee — — ( 1,200 ) —

Total real estate notes receivable, net $ — $ 104,331 $ 99,643 $ —

1 Twelve-month prefunded interest reserve, with principal sum and interest on unpaid principal due on the maturity date.

2 Capitalized interest through maturity, with outstanding principal and accrued interest due on the maturity date.

3 Construction loan up to $ 65 million with periodic disbursements.

Interest only payments due with principal and any unpaid interest due on the maturity date.

3 Interest is accrued and funded utilizing interest reserves, funded through payment-in-kind interest, until such time the interest reserve is fully funded.

Thereafter, interest only payments due with principal and any unpaid interest due on the maturity date.

4 Capitalized interest through maturity, with outstanding principal and accrued interest due on the maturity date.

4 Interest only payments due with principal and any unpaid interest due on the maturity date.

5 Monthly installment payments of principal and interest in the amount of $ 152,069 .

6 Interest only payments due with principal and any unpaid interest due on the maturity date.

Loan on non-accrual status as of December 31, 2023.

The following shows changes in the carrying amounts of mortgage loans on real estate assets during the years ended December 31, 2023, 2022 and 2021:

4 unchanged sentences

New real estate notes 58,700 23,325 —

Draws on existing real estate notes 19,103

Capitalized interest — 1,499 —

2 unchanged sentences

Deferred fees and other items — — —

Allowance for credit loss $ ( 5,196 )

Balance as of the end of the year $ 173,614 $ 99,643 $ —

1 unchanged sentence

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.

What changed 10-K

Item 9A. Controls and Procedures