Healthcare Realty Trust Inc 10-K

Item 9A. Controls and Procedures Disclosure Controls and Procedures The Company maintains disclosure controls and procedures designed to ensure that information required to be disclosed in the Company’s reports under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. These disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that the information required to be disclosed is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, to allow for timely decisions regarding required disclosure. The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Annual Report on Form 10-K. Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures are effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act. Changes in 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 The Company's management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. The Company’s internal control over financial reporting includes those policies and procedures that: (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 93 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. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. 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 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, P.C., has also issued an attestation report on the effectiveness of the Company’s internal control over financial reporting included herein. 94 Report of INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Stockholders and Board of Directors Healthcare Realty Trust Incorporated Nashville, Tennessee Opinion on Internal Control over Financial Reporting We have audited Healthcare Realty Trust Incorporated’s (the “Company’s”) internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO criteria”). 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, 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 The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Item 9A, Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit of internal control over financial reporting in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) 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. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. 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. /s/ BDO USA, P.C. Nashville, Tennessee February 16, 2024 95 Item 9B. 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. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. 96 PART III Item 10. Directors, Executive Officers and Corporate Governance Directors 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 The executive officers of the Company are: NAME AGE POSITION Todd J. Meredith 49 President and Chief Executive Officer J. Christopher Douglas 48 Executive Vice President and Chief Financial Officer John M. Bryant, Jr. 57 Executive Vice President and General Counsel Robert E. Hull 51 Executive Vice President - Investments Julie F. Wilson 52 Executive Vice President - Operations Mr. Meredith was appointed President and Chief Executive Officer effective December 30, 2016. He served as the Company's Executive Vice President - Investments from February 2011 until December 30, 2016, and was responsible for overseeing the Company’s investment activities, including the acquisition, financing and development of medical office and other primarily outpatient medical facilities. Prior to February 2011, he led the Company’s development activities as a Senior Vice President. Before joining the Company in 2001, Mr. Meredith worked in investment banking. Mr. Douglas was appointed Chief Financial Officer effective March 1, 2016 and has been employed by the Company since 2003. He served as the Company’s Senior Vice President, Acquisitions and Dispositions managing the Company’s acquisition and disposition team from 2011 until March 1, 2016. Prior to that, Mr. Douglas served as Senior Vice President, Asset Administration, administering the Company’s master lease portfolio and led a major disposition strategy in 2007. Mr. Douglas has a background in commercial and investment banking. Mr. Bryant became the Company’s General Counsel in November 2003. From April 2002 until November 2003, Mr. Bryant was Vice President and Assistant General Counsel. Prior to joining the Company, Mr. Bryant was a shareholder with the law firm of Baker Donelson Bearman & Caldwell in Nashville, Tennessee. Mr. Hull was appointed Executive Vice President - Investments effective January 1, 2017 and has been employed by the Company since 2004. He served as Senior Vice President - Investments from March 2011 until January 2017, managing the Company's development and acquisition activity. Prior to that, Mr. Hull served in various capacities on the Company's investments team. Before joining the Company, Mr. Hull worked in the senior living and commercial banking industries. Ms. Wilson was appointed Executive Vice President - Operations effective July 1, 2021 and has been employed by the Company since 2001. She previously served as Senior Vice President - Leasing and Management from March 2008 until July 2021. Prior to that, Ms. Wilson worked in the leasing, property management and investments groups. Before joining the Company, Ms. Wilson worked in investment banking and commercial real estate brokerage. Code of Ethics The Company has adopted a Code of Business Conduct and Ethics (the “Code of Ethics”) that applies to its principal executive officer, principal financial officer, principal accounting officer and controller, or persons performing similar functions, as well as all directors, officers and employees of the Company. The Code of Ethics is posted on the Company’s website ( www.healthcarerealty.com ) and is available in print free of charge to any stockholder who requests a copy. Interested parties may address a written request for a printed copy of the Code of Ethics to: Investor Relations, Healthcare Realty Trust Incorporated, 3310 West End Avenue, Suite 700, Nashville, Tennessee 37203. The Company intends to satisfy the disclosure requirement regarding any amendment to, or a waiver of, a provision of the 97 Code of Ethics for the Company’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions by posting such information on the Company’s website. 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 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 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 May 21, 2024, under the caption “Committee Membership,” is incorporated herein by reference. Item 11. 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 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." Item 12. 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 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. Item 13. 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 May 21, 2024 under the captions “Certain Relationships and Related Transactions” and “Corporate Governance – Independence of Directors,” is incorporated herein by reference. 98 Item 14. Principal Accountant Fees and Services 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. Item 15. Exhibits and Financial Statement Schedules Index to Historical Financial Statements, Financial Statement Schedules and Exhibits 1. Financial Statements The following financial statements of Healthcare Realty Trust Incorporated are included in Item 8 of this Annual Report on Form 10-K. • Consolidated Balance Sheets – December 31, 2023 and December 31, 2022. • 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. • Notes to Consolidated Financial Statements. 2. Financial Statement Schedules Schedule II — Valuation and Qualifying Accounts for the years ended December 31, 2023, 2022, and 2021 105 Schedule III — Real Estate and Accumulated Depreciation as of December 31, 2023 106 Schedule IV — Mortgage Loans on Real Estate Assets as of December 31, 2023 112 All other schedules are omitted because they are either not applicable, not required or because the information is included in the consolidated financial statements or notes thereto. 3. Exhibits EXHIBIT NUMBER DESCRIPTION OF EXHIBITS 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 3.1 — Fifth Articles of Amendment and Restatement of the Company, as amended . 2 3.2 — Fourth Amended and Restated Bylaws of the Company . 3 3.3 — Certificate of Limited Partnership of Healthcare Realty Holdings, L.P. , as amended. 4 3.4 — Second Amended and Restated Agreement of Limited Partnership of Healthcare Realty Holdings, L . P. 4 4.1 — Description of Registrant's securities registered pursuant to Section 12 of the Securities Exchange Act of 1934. 5 4.2 — Indenture, dated as of March 28, 2013, 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 3.70% Senior Notes due 2023 and the guarantee thereof. 6 99 4.3 — 2026 Notes Indenture, dated as of July 12, 2016 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 3.50% Senior Notes due 2026 and the guarantee thereof. 7 4.4 — 2027 Notes Indenture, dated as of June 8, 2017 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 3.75% Senior Notes due 2027 and the guarantee thereof. 8 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 3.10% Senior Notes due 2030 and the guarantee thereof. 9 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 2.00% Senior Notes due 2031 and the guarantee thereof. 1 0 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 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. Bank Trust Company, National Association. 4 4.9 — 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. 4 4.10 — 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. 4 4.11 — 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. 4 4.12 — Tenth Supplemental Indenture, dated as of July 22, 2022, by and between HRTI, LLC and Truist Bank. 4 4.13 — 3.875% Senior Notes due 2025. 4 4.14 — 3.625% Senior Notes due 2028 (No. 2028-1). 4 4.15 — 3.625% Senior Notes due 2028 (No. 2028-2). 4 4.16 — 2.400% Senior Notes due 2030 (No. 2030-1). 4 4.17 — 2.400% Senior Notes due 2030 (No. 2030-2). 4 4.18 — 2.050% Senior Notes due 2031. 4 4.19 — Guarantee of 2025 Note. 4 4.20 — Guarantee of 2028 Note. 4 4.21 — Guarantee of 2030 Note. 4 4.22 — Guarantee of 2031 Note. 4 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. 1 1 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. 4 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. 4 10.4 — Third Amended and Restated Employment Agreement, dated February 16, 2016, by and between Todd J. Meredith and Healthcare Realty Trust Incorporated (now known as HRTI, LLC) . 1 2 10.5 — Amendment No. 1 to Third Amended and Restated Employment Agreement, dated February 12, 2020, between Todd J. Meredith and Healthcare Realty Trust Incorporated (now known as HRTI, LLC) . 13 10.6 — Amendment No. 2 to Third Amended and Restated Employment Agreement, dated February 18, 2022, between Todd J. Meredith and Healthcare Realty Trust Incorporated (now known as HRTI, LLC). 14 10.7 — Third Amended and Restated Employment Agreement, dated February 15, 2017, between John M. Bryant, Jr. and H ealthcare Realty Trust Incorporated (now known as HRTI, LLC). 15 10.8 — Amendment No. 1 to Third Amended and Restated Employment Agreement, dated February 12, 2020, between John M. Bryant, Jr. and Healthcare Realty Trust Incorporated (now known as HRTI, LLC) . 1 3 100 10.9 — Amended and Restated Employment Agreement, dated January 1, 2017, between Robert E. Hull and Healthcare Realty Trust Incorporated (now known as HRTI, LLC) . 1 2 10.10 — Amendment No. 1 to Amended and Restated Employment Agreement, dated February 12, 2020, between Robert E. Hull and Healthcare Realty Trust Incorporated (now known as HRTI, LLC) . 13 10.11 — Amendment No. 2 to Amended and Restated Employment Agreement, dated February 18, 2022, between Robert E. Hull and Healthcare Realty Trust Incorporated (now known as HRTI, LLC). 14 10.12 — Amended and Restated Employment Agreement, dated February 2, 2016, between J. Christopher Douglas and Healthcare Realty Trust Incorporated (now known as HRTI, LLC) . 16 10.13 — Amendment No. 1 to Amended and Restated Employment Agreement, dated February 12, 2020, between J. Christopher Douglas and Healthcare Realty Trust Incorporated (now known as HRTI, LLC) . 1 3 10.14 — Amendment No. 2 to Amended and Restated Employment Agreement, dated February 18, 2022, between J. Christopher Douglas and Healthcare Realty Trust Incorporated (now known as HRTI, LLC). 14 10.15 — Amended and Restated Employment Agreement , dated July 1, 2021, between Julie F. Wilson and Healthcare Realty Trust Incorporated (now known as HRTI, LLC) . 1 7 10.16 — Executive Incentive Program, dated August 1, 2022. 1 8 10.17 — Form of LTIP Award Agreement (CEO Version). 19 10.18 — Form of LTIP Award Agreement (Executive Version). 19 10.19 — Form of LTIP Award Agreement (Director Version). 19 10.20 — Form of Indemnification Agreement for Directors. 20 10.21 — Form of Restricted Stock Award Certificate. 2 1 10.22 — The Company's Amended and Restated 2006 Incentive Plan, dated April 29, 2021. 2 2 10.23 — Form of LTIP Award Agreement. 23 21 — Subsidiaries of the Registrant. (filed herewith) 22 Subsidiary Issuers of Guaranteed Securities (filed herewith). 23 — Consent of BDO USA, P.C. , independent registered public accounting firm. (filed herewith) 31.1 — Certification of the Chief Executive Officer of the Company 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) 31.2 — Certification of the Chief Financial Officer of the Company 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) 32 — Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (filed herewith) 97 — Healthcare Realty Policy for the Recovery of Errone ously Awarded Compensation . (filed herewith) 101.INS — This instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document. 101.SCH — XBRL Taxonomy Extension Schema Document. 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(filed herewith) 104 — Cover Page Interactive Data File (formatted as Inline XBRL document and contained in Exhibit 101). 1 Filed as an exhibit to Legacy HTA’s (File No. 001-35568) Form 8-K filed with the SEC on March 1, 2022 and hereby incorporated by reference. 2 Filed as an exhibit to the Company's (File No. 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. 001-35568) Form 8-K filed with the SEC on March 28, 2013 and hereby incorporated by reference. 7 Filed as an exhibit to Legacy HTA's (File No. 001-35568) Form 8-K filed with the SEC on July 12, 2016 and hereby incorporated by reference. 8 Filed as an exhibit to Legacy HTA's (File No. 001-35568) Form 8-K filed with the SEC on June 13, 2017 and hereby incorporated by reference. 9 Filed as an exhibit to Legacy HTA's (File No. 001-35568) Form 8-K filed with the SEC on September 16, 2019 and hereby incorporated by reference. 10 Filed as an exhibit to Legacy HTA's (File No. 001-35568) Form 8-K filed with the SEC on September 28, 2020 and hereby incorporated by reference. 11 Filed as an exhibit to Legacy HTA's (File No. 001-35568) Form 8-K filed with the SEC on May 16, 2022 and hereby incorporated by reference. 12 Filed as an exhibit to Legacy HR's (File No. 001-11852) Form 10-K for the year ended December 31, 2015 filed with the SEC on February 16, 2016 and hereby incorporated by reference. 13 Filed as an exhibit to Legacy HR's (File No. 001-11852) Form 10-K for the year ended December 31, 2019 filed with the SEC on February 12, 2020 and hereby incorporated by reference. 101 14 Filed as an exhibit to Legacy HR's (File No. 001-11852) Form 10-K for the year ended December 31, 2021 filed with the SEC on February 22, 2022 and hereby incorporated by reference. 15 Filed as an exhibit to Legacy HR's (File No. 001-11852) Form 10-K for the year ended December 31, 2016 filed with the SEC on February 15, 2017 and hereby incorporated by reference. 16 Filed as an exhibit to Legacy HR's (File No. 001-11852) Form 8-K filed with the SEC on February 2, 2016 and hereby incorporated by reference. 17 Filed as an exhibit to Legacy HR's (File No. 001-11852) Form 10-Q for the quarter ended June 30, 2021 filed with the SEC on August 4, 2021 and hereby incorporated by reference. 18 Filed as an exhibit to the Company's (File No. 001-35568) Form 8-K filed with the SEC on August 5, 2022 and hereby incorporated by reference. 19 Filed as an exhibit to Legacy HTA's (File No. 001-35568) Form 8-K filed with the SEC on May 18, 2012 and hereby incorporated by reference. 20 Filed as an exhibit to Legacy HTA's (File No. 001-35568) Form 8-K filed with the SEC on December 22, 2010 and hereby incorporated by reference. 21 Filed as an exhibit to Legacy HTA's (File No. 001-35568) Form 10-K for the year ended December 31, 2016 filed with the SEC on February 21, 2017 and hereby incorporated by reference. 22 Included as Appendix A to Legacy HTA's (File No. 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 The following is a list of all executive compensation plans and arrangements filed as exhibits to this Annual Report on Form 10-K: 1. Third Amended and Restated Employment Agreement, dated February 16, 2016, between Todd J. Meredith and Healthcare Realty Trust Incorporated (now known as HRTI, LLC) (filed as Exhibit 10.4) 2. Amendment No. 1 to Third Amended and Restated Employment Agreement, dated February 12, 2020, between Todd J. Meredith and Healthcare Realty Trust Incorporated (now known as HRTI, LLC) (filed as Exhibit 10.5) 3. Amendment No. 2 to Third Amended and Restated Employment Agreement, dated February 22, 2022, between Todd J. Meredith and Healthcare Realty Trust Incorporated (now known as HRTI, LLC) (filed as Exhibit 10.6) 4. Third Amended and Restated Employment Agreement, dated February 15, 2017, between John M. Bryant, Jr. and Healthcare Realty Trust Incorporated (now known as HRTI, LLC) (filed as Exhibit 10.7) 5. Amendment No. 1 to Third Amended and Restated Employment Agreement, dated February 12, 2020, between John M. Bryant, Jr. and Healthcare Realty Trust Incorporated (now known as HRTI, LLC) (filed as Exhibit 10.8) 6. Amended and Restated Employment Agreement, dated January 1, 2017, between Robert E. Hull and Healthcare Realty Trust Incorporated (now known as HRTI, LLC) (filed as Exhibit 10.9) 7. Amendment No. 1 to Amended and Restated Employment Agreement, dated February 12, 2020, between Robert E. Hull and Healthcare Realty Trust Incorporated (now known as HRTI, LLC) (filed as Exhibit 10.10) 8. Amendment No. 2 to Amended and Restated Employment Agreement, dated February 22, 2022, between Robert E. Hull and Healthcare Realty Trust Incorporated (now known as HRTI, LLC) (filed as Exhibit 10.11) 9. Amended and Restated Employment Agreement, dated February 2, 2016, between J. Christopher Douglas and Healthcare Realty Trust Incorporated (now known as HRTI, LLC) (filed as Exhibit 10.12) 10. Amendment No. 1 to Amended and Restated Employment Agreement, dated February 12, 2020, between J. Christopher Douglas and Healthcare Realty Trust Incorporated (now known as HRTI, LLC) (filed as Exhibit 10.13) 11. Amendment No. 2 to Amended and Restated Employment Agreement, dated February 22, 2022, between J. Christopher Douglas and Healthcare Realty Trust Incorporated (now known as HRTI, LLC) (filed as Exhibit 10.14) 12. 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) 13. Executive Incentive Program, dated August 1, 2022 (filed as Exhibit 10.16) 14. Form of LTIP Award Agreement (CEO Version) (filed as Exhibit 10.17) 15. Form of LTIP Award Agreement (Executive Version) (filed as Exhibit 10.18) 16. Form of LTIP Award Agreement (Director Version) (filed as Exhibit 10.19) 102 17. Form of Restricted Stock Award Certificate (filed as Exhibit 10.21) 18. The Company's Amended and Restated 2006 Incentive Plan, dated April 29, 2021 (filed as Exhibit 10.22) 19. Form of LTIP Award Agreement (filed as Exhibit 10.23) Item 16. Form 10-K Summary None. SIGNATURES AND SCHEDULES Signatures Pursuant to the requirements of Section 13 or 15(d) 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/ TODD J. MEREDITH Todd J. Meredith President, Chief Executive Officer, and Director 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. 103 SIGNATURE TITLE DATE /s/ Todd J. Meredith President, Chief Executive Officer and Director February 16, 2024 Todd J. Meredith (Principal Executive Officer) /s/ J. Christopher Douglas Executive Vice President and Chief Financial February 16, 2024 J. Christopher Douglas Officer (Principal Financial Officer) /s/ Amanda L. Callaway Senior Vice President and Chief Accounting February 16, 2024 Amanda L. Callaway Officer (Principal Accounting Officer) /s/ John V. Abbott Director February 16, 2024 John V. Abbott /s/ Nancy H. Agee Director February 16, 2024 Nancy H. Agee /s/ W. Bradley Blair, II Director February 16, 2024 W. Bradley Blair, II /s/ Vicki U. Booth Director February 16, 2024 Vicki U. Booth /s/ Edward H. Braman Director February 16, 2024 Edward H. Braman /s/ Ajay Gupta Director February 16, 2024 Ajay Gupta /s/ James J. Kilroy Director February 16, 2024 James J. Kilroy /s/ Jay P. Leupp Director February 16, 2024 Jay P. Leupp /s/ Peter F. Lyle Director February 16, 2024 Peter F. Lyle /s/ Constance B. Moore Director February 16, 2024 Constance B. Moore /s/ John Knox Singleton Director February 16, 2024 John Knox Singleton /s/ Christann M. Vasquez Director February 16, 2024 Christann M. Vasquez 104 Schedule II – Valuation and Qualifying Accounts for the years ended December 31, 2023, 2022 and 2021 Dollars in thousands ADDITIONS AND DEDUCTIONS DESCRIPTION BALANCE AT BEGINNING OF PERIOD CHARGED/(CREDITED) TO COSTS AND EXPENSES CHARGED TO OTHER ACCOUNTS UNCOLLECTIBLE ACCOUNTS WRITTEN-OFF BALANCE AT END OF PERIOD 2023 Accounts receivable allowance $ 3,954 $ 5,119 $ — $ 669 $ 8,404 2022 Accounts receivable allowance $ 654 $ 3,306 $ — $ 6 $ 3,954 2021 Accounts receivable allowance $ 604 $ 72 $ — $ 22 $ 654 105 Schedule III – Real Estate and Accumulated Depreciation as of December 31, 2023 Dollars in thousands LAND 1 BUILDINGS, IMPROVEMENTS, LEASE INTANGIBLES AND CIP 1 MARKET NUMBER OF PROP. INITIAL INVESTMENT COST CAPITALIZED subsequent to acquisition TOTAL INITIAL INVESTMENT COST CAPITALIZED subsequent to acquisition TOTAL PERSONAL PROPERTY 2, 3, 5 TOTAL PROPERTY 1, 3 ACCUMULATED DEPRECIATION 4 ENCUMBRANCES 5 DATE ACQUIRED DATE CONST. 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 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 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 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 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 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 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 Total real estate 656 1,136,297 208,818 1,345,115 10,677,434 1,048,037 11,725,471 12,718 13,083,304 2,227,766 70,534 Land held for develop. — 59,871 — 59,871 — — — — 59,871 — Construction in Progress — — — — 60,727 — 60,727 — 60,727 — — Financing lease right-of-use assets — — — — — — — — 82,209 — — Investment in financing receivables, net — — — — — — — — 122,602 — — 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 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 $ 0.3 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. buildings, acquired in 2022. 6 Rollforward of Total Property and Accumulated Depreciation, including assets held for sale, for the year ended December 31, 2023, 2022 and 2021 follows: YEAR ENDED DEC. 31, 2023 YEAR ENDED DEC. 31, 2022 YEAR ENDED DEC. 31, 2021 Dollars in thousands TOTAL PROPERTY ACCUMULATED DEPRECIATION TOTAL PROPERTY ACCUMULATED DEPRECIATION TOTAL PROPERTY ACCUMULATED DEPRECIATION Beginning balance $ 14,076,475 $ 1,645,271 $ 5,104,942 $ 1,338,743 $ 4,670,226 $ 1,249,679 Additions during the period Real estate acquired 54,024 2,322 9,780,070 241,285 374,912 7,668 Other improvements 28,521 668,069 219,783 205,703 103,035 191,875 Land held for development — 49,416 — 2,021 — Construction in progress 49,901 — 31,586 — 3,974 — Investment in financing receivable, net 2,366 — ( 66,509 ) — 186,745 — Financing lease right-of-use assets, net ( 1,616 ) — 52,249 — 11,909 — Corporate Properties — — 3,640 236 — — Retirement/dispositions Real estate ( 800,958 ) ( 87,896 ) ( 1,098,702 ) ( 140,696 ) ( 247,880 ) ( 110,479 ) Ending balance $ 13,408,713 $ 2,227,766 $ 14,076,475 $ 1,645,271 $ 5,104,942 $ 1,338,743 106 Schedule IV – Mortgage Loans on Real Estate Assets as of December 31, 2023 Dollars in thousands Final Maturity Date Payment Terms Prior Liens Face Amount Carrying Amount Principal Amount of Loans Subject to Delinquent Principal or Interest Mortgage loan on real estate located in: 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 Arizona 9.00 % 12/20/2026 (4) — 6,000 6,000 — Total real estate notes receivable $ — $ 182,125 $ 173,614 $ 54,119 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. 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: Year Ended December 31, 2023 2022 2021 Balance as of the beginning of the year $ 99,643 $ — $ — Additions: Fair value real estate notes assumed — 74,819 — New real estate notes 58,700 23,325 — Draws on existing real estate notes 19,103 Capitalized interest — 1,499 — Accretion of fees and other items 1,364 — — Deductions: Collection of real estate loans — — — Deferred fees and other items — — — Allowance for credit loss $ ( 5,196 ) Balance as of the end of the year $ 173,614 $ 99,643 $ — All other schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are omitted because they are not required under the related instructions or are not applicable, or because the required information is shown in the consolidated financial statements or notes thereto. 107