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 Interim 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 Interim 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. 93 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, 2024 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 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, 2024 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, 2024. 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, 2024, 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, 2024, 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, 2024 and 2023, 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, 2024, and the related notes and financial statement schedules and our report dated February 19, 2025 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 19, 2025 95 Item 9B. Other Information During the year ended December 31, 2024 , 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 20, 2025, under the caption “Election of Directors,” is incorporated herein by reference. Executive Officers The executive officers of the Company are: NAME AGE POSITION Constance B. Moore 69 Interim President and Chief Executive Officer Austen B. Helfrich 38 Executive Vice President and Chief Financial Officer Andrew E. Loope 56 Executive Vice President, General Counsel and Secretary Ryan E. Crowley 41 Executive Vice President and Chief Investment Officer Robert E. Hull 52 Executive Vice President and Chief Operating Officer Julie F. Wilson 53 Executive Vice President and Chief Administrative Officer Ms. Moore was appointed Interim President and Chief Executive Officer effective November 11, 2024 as a result of the departure of former President and Chief Executive Officer Todd J. Meredith. She was elected to the board of directors of the Company in March 2022 shortly before the Merger. She has served as a director of Civeo Corporation and TriPointe Homes since 2014. From 2017 to 2021, she served as a director of Columbia Property Trust, including one year as chair of its board of directors. In 2009, she served as chair of Nareit. She served as President and CEO of BRE Properties, Inc., a publicly-traded REIT, from 2005 until 2014. Mr. Helfrich was appointed as Executive Vice President and Chief Financial Officer effective December 8, 2024 and has been employed by the Company since 2019. He served as the Company’s Interim Chief Financial Officer from October 1, 2024 until December 8, 2024, and prior to that served as the Company’s First Vice President, Portfolio Strategy, most recently leading the asset sales and joint venture efforts. Prior to joining the Company, Mr. Helfrich worked at Point72 where he was responsible for investing in the healthcare services sector. He also worked at Columbus Hill Capital Management and Citigroup's investment banking division. Mr. Loope was appointed as Executive Vice President, General Counsel, and Secretary effective January 1, 2025 after serving as Senior Vice President, Corporate Counsel, and Secretary. Prior to joining the Company in 2008, Mr. Loope was an attorney in the corporate and securities group of the law firm Waller Lansden Dortch & Davis, LLP (now Holland & Knight LLP) in Nashville, Tennessee. Mr. Crowley was appointed as Executive Vice President and Chief Investment Officer effective October 1, 2024 and has been employed by the Company since 2006. He served as Senior Vice President, Investments from November 2021 until September 30, 2024. Prior to that, he served as First Vice President, Investments. Mr. Hull was appointed Executive Vice President and Chief Operating Officer effective October 1, 2024 and has been employed by the company since 2004. He Served as Executive Vice President - Investments from January 1, 2017 until September 30, 2024. 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 and Chief Administrative Officer effective October 1, 2024 and has been employed with the Company since 2001. She served as Executive Vice President - Operations from July 1, 2021 until September 30, 2024. 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 97 groups. Before joining the Company in 2001, 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 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. Insider Trading Policy The Company has adopted an insider trading policy governing the buying, selling, or other transfers of its securities by its directors, officers, and employees that the Company believes is reasonably designed to promote compliance with federal and state securities laws and any listing standards applicable to the Company. It is the Company’s policy to comply with all applicable securities laws and regulations (including appropriate approvals by the Company’s board of directors, if required) when engaging in transactions in the Company’s securities. 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 20, 2025, 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 20, 2025, under the caption “Stockholder 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 20, 2025, 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 20, 2025, 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 20, 2025 under the caption “Security Ownership of Certain Beneficial Owners and Management,” is incorporated herein by reference. 98 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 20, 2025 under the captions “Certain Relationships and Related Transactions” and “Corporate Governance – Independence of Directors,” is incorporated herein by reference. 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 20, 2025, 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, 2024 and December 31, 2023. • Consolidated Statements of Operations for the years ended December 31, 2024, December 31, 2023 and December 31, 2022. • Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2024, December 31, 2023 and December 31, 2022. • Consolidated Statements of Equity and Redeemable Non-Controlling Interests for the years ended December 31, 2024, December 31, 2023 and December 31, 2022. • Consolidated Statements of Cash Flows for the years ended December 31, 2024, December 31, 2023 and December 31, 2022. • Notes to Consolidated Financial Statements. 2. Financial Statement Schedules Schedule II — Valuation and Qualifying Accounts for the years ended December 31, 2024, 2023, and 2022 105 Schedule III — Real Estate and Accumulated Depreciation as of December 31, 2024 106 Schedule IV — Mortgage Loans on Real Estate Assets as of December 31, 2024 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. 99 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 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. 6 4.3 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. 7 4.4 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. 8 4.5 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. 9 4.6 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 4.7 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 4.8 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 4.9 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 4.10 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 4.11 Tenth Supplemental Indenture, dated as of July 22, 2022, by and between HRTI, LLC and Truist Bank. 4 4.12 3.875% Senior Notes due 2025. 4 4.13 3.625% Senior Notes due 2028 (No. 2028-1). 4 4.14 3.625% Senior Notes due 2028 (No. 2028-2). 4 4.15 2.400% Senior Notes due 2030 (No. 2030-1). 4 4.16 2.400% Senior Notes due 2030 (No. 2030-2). 4 4.17 2.050% Senior Notes due 2031. 4 4.18 Guarantee of 2025 Note. 4 4.19 Guarantee of 2028 Note. 4 4.20 Guarantee of 2030 Note. 4 4.21 Guarantee of 2031 Note. 4 10.1 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 10.2 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 0 100 10.3 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). 11 10.4 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) . 1 2 10.5 Amended and Restated Employment Agreement, dated January 1, 2017, between Robert E. Hull and Healthcare Realty Trust Incorporated (now known as HRTI, LLC). 1 0 10.6 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) . 11 10.7 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) . 1 2 10.8 Amended and Restated Employment Agreement, dated February 2, 2016, between J. Christopher Douglas and Healthcare Realty Trust Incorporated (now known as HRTI, LLC). 13 10.9 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 1 10.1 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) . 1 2 10.11 Amended and Restated Employment Agreement , dated July 1, 2021, between Julie F. Wilson and Healthcare Realty Trust Incorporated (now known as HRTI, LLC) . 1 4 10.12 Executive Incentive Program, dated August 1, 2022. 1 5 10.13 Form of LTIP Award Agreement (Executive Version). 16 10.14 Form of LTIP Award Agreement (Director Version). 16 10.15 Form of Indemnification Agreement for Directors. 17 10.16 Form of Restricted Stock Award Certificate. 18 10.17 The Company's Amended and Restated 2006 Incentive Plan, dated April 29, 2021. 19 10.18 Form of LTIP Award Agreement. 20 10.19 Amendment No. 3 to Amended and Restated Employment Agreement, dated October 1, 2024, between Robert E. Hull and Healthcare Realty Trust Incorporated . 21 10.20 Amendment No. 1 to Amended and Restated Employment Agreement, dated October 1, 2024, between Julie F. Wilson and Healthcare Realty Trust Incorporated . 21 10.21 Amended and Restated Employment Agreement, dated October 1, 2024, between Ryan E. Crowley and Healthcare Realty Trust Incorporated . 21 10.22 Letter Agreement dated December 8, 2024, between Constance B. Moore and Healthcare Realty Trust Incorporated. 22 10.23 Amended and Restated Employment Agreement, dated December 8 , 2024, between Austen B. Helfrich and Healthcare Realty Trust Incorporated . 23 10.24 Amended and Restated Employment Agreement, dated December 8 , 2024, between Andrew E . L oope and Healthcare Realty Trust Incorporated . 23 10.25 Agreement dated as of December 8, 2024 by and among Healthcare Realty Trust Incorporated and Starboard Value LP and certain of its affiliated entities and natural persons named therein. 23 10.26 Fourth Amended and Restated Employment Agreement, dated as of December 31, 2024, between John M. Bryant, Jr. and Healthcare Realty Trust Incorporated. (filed herewith) 19 Insider Trading Policy (filed herewith) 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 Erroneously Awarded Compensation . 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 July 12, 2016 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 June 13, 2017 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 September 16, 2019 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 28, 2020 and hereby incorporated by reference. 10 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. 11 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. 12 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. 13 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. 14 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. 15 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. 16 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. 17 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. 18 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. 19 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. 20 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. 21 Filed as an exhibit to the Company's (File No. 001-35568) Form 10-Q for the quarter ended September 20, 2024 filed with the SEC on October 30, 2024 and hereby incorporated by reference. 22 Filed as an exhibit to the Company's (File No. 001-35568) Form 8-K/A filed with the SEC on December 9, 2024 and hereby incorporated by reference. 23 Filed as an exhibit to the Company's (File No. 001-35568) Form 8-K filed with the SEC on December 9, 2024 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 10.2) 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 10.3) 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 10.4) 4. 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 10.5) 5. 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 10.6) 6. 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 10.7) 7. 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 10.8) 102 8. 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 10.9) 9. 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 10.10) 10. 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 10.11) 11. Executive Incentive Program, dated August 1, 2022 (filed as Exhibit 10.12) 12. Form of LTIP Award Agreement (Executive Version) (filed as Exhibit 10.13) 13. Form of LTIP Award Agreement (Director Version) (filed as Exhibit 10.14) 14. Form of Restricted Stock Award Certificate (filed as Exhibit 10.16) 15. The Company's Amended and Restated 2006 Incentive Plan, dated April 29, 2021 (filed as Exhibit 10.17) 16. Form of LTIP Award Agreement (filed as Exhibit 10.18) 17. Amendment No. 3 to Amended and Restated Employment Agreement, dated October 1, 2024, between Robert E. Hull and Healthcare Realty Trust Incorporated (filed as Exhibit 10.19) 18. Amendment No. 1 to Amended and Restated Employment Agreement, dated October 1, 2024, between Julie F. Wilson and Healthcare Realty Trust Incorporated (filed as Exhibit 10.20) 19. Amended and Restated Employment Agreement, dated October 1, 2024, between Ryan E. Crowley and Healthcare Realty Trust Incorporated (filed as Exhibit 10.21) 20. Letter Agreement dated December 8, 2024, between Constance B. Moore and Healthcare Realty Trust Incorporated (filed as Exhibit 10.22) 21. Amended and Restated Employment Agreement, dated December 8, 2024, between Austen B. Helfrich and Healthcare Realty Trust Incorporated (filed as Exhibit 10.23) 22. Amended and Restated Employment Agreement, dated December 8, 2024, between Andrew E. Loope and Healthcare Realty Trust Incorporated (filed as Exhibit 10.24) 23. Fourth Amended and Restated Employment Agreement, dated as of December 31, 2024, between John M. Bryant, Jr. and Healthcare Realty Trust Incorporated (filed herewith) 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. 103 HEALTHCARE REALTY TRUST INCORPORATED By: /s/ CONSTANCE B. MOORE Constance B. Moore Interim President, Chief Executive Officer, and Director February 19, 2025 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 /s/ Constance B. Moore Interim President, Chief Executive Officer and Director February 19, 2025 Constance B. Moore (Principal Executive Officer) /s/ Austen B. Helfrich Executive Vice President and Chief Financial Officer February 19, 2025 Austen B. Helfrich (Principal Financial Officer) /s/ Amanda L. Callaway Senior Vice President and Chief Accounting February 19, 2025 Amanda L. Callaway Officer (Principal Accounting Officer) /s/ Nancy H. Agee Director February 19, 2025 Nancy H. Agee /s/ Thomas N. Bohjalian Director February 19, 2025 Thomas N. Bohjalian /s/ Ajay Gupta Director February 19, 2025 Ajay Gupta /s/ David B. Henry Director February 19, 2025 David B. Henry /s/ James J. Kilroy Director February 19, 2025 James J. Kilroy /s/ Jay P. Leupp Director February 19, 2025 Jay P. Leupp /s/ Peter F. Lyle Director February 19, 2025 Peter F. Lyle /s/ Glenn J. Rufrano Director February 19, 2025 Glenn J. Rufrano /s/ Christann M. Vasquez Director February 19, 2025 Christann M. Vasquez /s/ Donald C. Wood Director February 19, 2025 Donald C. Wood 104 Schedule II – Valuation and Qualifying Accounts for the years ended December 31, 2024, 2023 and 2022 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 2024 Accounts receivable allowance $ 8,404 $ 2,094 $ — $ 962 $ 9,536 2023 Accounts receivable allowance $ 3,954 $ 5,119 $ — $ 669 $ 8,404 2022 Accounts receivable allowance $ 654 $ 3,306 $ — $ 6 $ 3,954 105 Schedule III – Real Estate and Accumulated Depreciation as of December 31, 2024 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, 6 TOTAL PROPERTY 1, 3, 6 ACCUMULATED DEPRECIATION 4 ENCUMBRANCES 5 DATE ACQUIRED DATE CONST. Dallas, TX 39 $ 59,646 $ 13,383 $ 73,029 $ 734,249 $ 171,324 $ 905,573 $ 547 $ 979,149 $ 245,493 $ — 2003-2022 1974-2015 Seattle, WA 24 41,251 4,021 45,272 457,146 95,775 552,921 679 598,872 184,304 — 2008-2022 1974-2018 Charlotte, NC 31 25,635 7,345 32,980 433,524 54,597 488,121 133 521,234 134,075 — 2008-2020 1961-2018 Houston, TX 26 50,389 10,812 61,201 528,854 27,686 556,540 46 617,787 106,416 — 2007-2022 1980-2018 Denver, CO 26 49,621 9,918 59,539 373,784 56,284 430,068 605 490,212 109,752 — 2007-2022 1977-2020 Atlanta, GA 24 31,501 8,394 39,895 369,109 17,252 386,361 102 426,358 86,861 — 2007-2022 1974-2014 Boston, MA 16 117,857 9,590 127,447 336,494 ( 17,422 ) 319,072 14 446,533 62,449 — 2012-2016 1860-2011 Los Angeles, CA 15 47,027 2,743 49,770 201,800 67,303 269,103 401 319,274 131,477 17,113 1994-2020 1964-2003 Phoenix, AZ 35 21,120 8,057 29,177 469,183 54,748 523,931 427 553,535 84,116 — 2007-2017 1971-2008 Raleigh, NC 25 47,773 10,134 57,907 372,169 23,205 395,374 13 453,294 55,468 — 2010-2022 1977-2020 Nashville, TN 11 35,670 2,387 38,057 240,744 108,513 349,257 4,422 391,736 128,686 7,391 2004-2022 1960-2022 Miami, FL 14 19,100 3,789 22,889 245,413 38,346 283,759 176 306,824 75,640 — 1994-2020 1954-2009 Tampa, FL 18 23,491 7,095 30,586 319,520 19,969 339,489 33 370,108 53,946 — 1994-2023 1975-2015 Indianapolis, IN 39 42,629 8,245 50,874 274,723 23,130 297,853 13 348,740 50,188 — 2007-2019 1988-2013 New York, NY 14 58,719 4,658 63,377 179,119 9,882 189,001 — 252,378 26,533 — 2014-2019 1920-2000 Austin, TX 11 16,719 4,882 21,601 216,066 20,364 236,430 37 258,068 46,372 — 2013-2022 1986-2015 Washington, DC 9 3,756 1,509 5,265 187,304 36,987 224,291 48 229,604 59,598 — 2004-2021 1959-2011 Chicago, IL 6 11,250 2,554 13,804 204,996 19,989 224,985 81 238,870 45,205 — 2004-2019 1970-2017 San Francisco, CA 6 48,443 737 49,180 164,562 27,213 191,775 52 241,007 59,302 — 2015-2022 1912-2014 Orlando, FL 7 6,734 3,059 9,793 180,641 6,929 187,570 1 197,364 29,866 — 1998-2017 1994-2009 Other (45 markets) 190 214,962 57,722 272,684 2,793,299 233,856 3,027,155 2,079 3,301,918 713,184 20,633 1993-2023 Total real estate 586 973,293 181,034 1,154,327 9,282,699 1,095,930 10,378,629 9,909 11,542,865 2,488,931 45,137 Land held for develop. — 52,408 — 52,408 — — — — 52,408 — Construction in Progress — — — — 31,978 — 31,978 — 31,978 — — Financing lease right-of-use assets — — — — — — — — 77,343 — — Investment in financing receivables, net — — — — — — — — 123,671 — — Total properties 586 $ 1,025,701 $ 181,034 $ 1,206,735 $ 9,314,677 $ 1,095,930 $ 10,410,607 $ 9,909 $ 11,828,265 $ 2,488,931 $ 45,137 1 Includes three asset held for sale as of December 31, 2024 with gross real estate investments of approximately $ 17.6 million. 2 Total properties as of December 31, 2024 have an estimated aggregate total cost of $ 11.1 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 10.0 years, and land improvements over 2.0 to 39.0 years. 4 Includes unamortized premium of $ 0.1 million and unaccreted discount of $ 0.1 million and debt issuance costs of $ 0.1 million as of December 31, 2024. 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, 2024, 2023 and 2022 follows: YEAR ENDED DEC. 31, 2024 YEAR ENDED DEC. 31, 2023 YEAR ENDED DEC. 31, 2022 Dollars in thousands TOTAL PROPERTY ACCUMULATED DEPRECIATION TOTAL PROPERTY ACCUMULATED DEPRECIATION TOTAL PROPERTY ACCUMULATED DEPRECIATION Beginning balance $ 13,408,713 $ 2,227,766 $ 14,076,475 $ 1,645,271 $ 5,104,942 $ 1,338,743 Additions during the period Real estate acquired — — 54,024 2,322 9,780,070 241,285 Other improvements 53,748 549,160 28,521 668,069 219,783 205,703 Land held for development — — — 49,416 — Construction in progress 69,598 — 49,901 — 31,586 — Investment in financing receivable, net 1,541 — 2,366 — ( 66,509 ) — Financing lease right-of-use assets, net ( 4,865 ) — ( 1,616 ) — 52,249 — Corporate Properties — — — — 3,640 236 Retirement/dispositions Real estate ( 1,700,470 ) ( 287,995 ) ( 800,958 ) ( 87,896 ) ( 1,098,702 ) ( 140,696 ) Ending balance $ 11,828,265 $ 2,488,931 $ 13,408,713 $ 2,227,766 $ 14,076,475 $ 1,645,271 106 Schedule IV – Mortgage Loans on Real Estate Assets as of December 31, 2024 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 % 12/2/2024 (1) $ — $ 31,150 $ 14,900 $ 31,150 North Carolina 8.00 % 12/22/2024 (2) — 6,000 7,441 7,441 Florida 6.00 % 2/27/2026 (3) — 37,661 37,832 — California 6.00 % 3/29/2026 (4) — 45,000 45,185 — Florida 9.00 % 12/28/2026 (5) — 6,538 6,538 — Texas 7.50 % 10/02/2029 (4) — 9,629 9,689 — Mezzanine loans on real estate located in: Arizona 9.00 % 12/20/2026 (4) — 6,000 6,038 — Texas 11.00 % 10/02/2029 (4) — 1 1 — Total real estate notes receivable $ — $ 141,979 $ 127,624 $ 38,591 1 Twelve-month prefunded interest reserve, with principal sum and interest on unpaid principal due on the maturity date. Loan on non-accrual status as of December 31, 2024. 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 . The following shows changes in the carrying amounts of mortgage loans on real estate assets during the years ended December 31, 2024, 2023 and 2022: Year Ended December 31, 2024 2023 2022 Balance as of the beginning of the year $ 173,614 $ 99,643 $ — Additions: Fair value real estate notes assumed — — 74,819 New real estate notes 9,630 58,700 23,325 Draws on existing real estate notes 5,505 19,103 Capitalized interest — — 1,499 Accretion of fees and other items 3,600 1,364 — Deductions: Collection of real estate loans ( 5,162 ) — — Deferred fees and other items — — — Allowance for credit loss ( 59,563 ) ( 5,196 ) — Balance as of the end of the year $ 127,624 $ 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