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Item 8. Financial Statements and Supplementary Data

2026-02-13 compared with 2025-02-19 · 361 added, 463 removed, 1087 unchanged (43% of the section changed)

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Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Healthcare Realty Trust Incorporated (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 listed in the accompanying index (collectively referred to as the “consolidated financial statements”).

We have audited the accompanying consolidated balance sheets of Healthcare Realty Trust Incorporated (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive loss, equity and redeemable non-controlling interests, and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and financial statement schedules (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

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We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Asset Impairment – Plans to Sell a Real Estate Property Before its Useful Life Has Ended

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Real Estate Impairments - Fair Value Measurements

The Company recorded total real estate investments, net, of approximately $7.9 billion as of December 31, 2025.

As described in Note 1 to the Company's consolidated financial statements, the Company assesses the potential for impairment of long-lived assets, including real estate properties, whenever events occur, or a change in circumstances indicates, that the carrying value might not be fully recoverable.

Indicators of impairment may include, among others, plans to sell an asset before its useful life has ended.

We identified management’s assessment of plans to sell an asset before its useful life has ended as an indicator of potential impairment for real estate properties as a critical audit matter.

Assessing the likelihood of the sale of an asset before its useful life has ended requires a high degree of judgment.

Auditing management's judgment around these elements was especially challenging due to the nature and extent of audit effort required to address this matter.

The primary procedures we performed to address this critical audit matter included:

• Testing the design and operating effectiveness of controls over management’s assessment of the likelihood of plans to sell an asset before its useful life has ended.

• Assessing the likelihood of plans to sell an asset before its useful life has ended using a combination of retrospective review, inquiry with management outside of the accounting department, and obtaining third party evidence.

Impairment of Goodwill

As described in Note 1 to the Company’s consolidated financial statements, the Company recorded a $250.5 million impairment of its goodwill in the Consolidated Statement of Operations for the year ended December 31, 2024.

The Company evaluates goodwill for impairment annually as of December 31 or whenever events or changes in circumstances indicate that an impairment may exist.

During 2024, the Company experienced a sustained decline in the price per share of its common stock, which was identified as an indicator of goodwill impairment.

As a result, the Company performed a quantitative assessment, and the fair value of the Company’s single reporting unit was estimated using a combination of discounted cash flow models and earnings multiples techniques.

The determination of fair value using the discounted cash flow model technique requires the use of estimates and assumptions, including revenue and expense growth rates, capitalization rate and discount rate.

The determination of fair value using the earnings multiples technique requires assumptions to be made in relation to maintainable earnings and market multiples.

We identified the evaluation of goodwill for impairment as a critical audit matter.

Significant judgments are required to be made by management to determine the fair value for the single reporting unit, especially the assumptions of the discount rate used in the discounted cash flow model and the market multiples used in the earnings multiples technique.

Auditing management’s assumptions used in the impairment assessment of goodwill involved especially challenging and subjective auditor judgment due to the nature and extent of audit effort required to address this matter and the extent of specialized skill or knowledge needed.

The primary procedures we performed to address this critical audit matter included:

• Testing the design and operating effectiveness of controls over management’s determination of the fair value of the single reporting unit, including controls over the discount rate and market multiples used in the goodwill impairment assessment.

• Utilizing professionals with specialized skills and knowledge to assist in assessing the reasonableness of the discount rate and market multiples used in the goodwill impairment assessment.

As described in Notes 1 and 6 to the consolidated financial statements, the Company assesses the potential for impairment of long-lived assets, including real estate properties, whenever events occur, or a change in circumstances indicates that the carrying value might not be fully recoverable.

A real estate property is considered no longer recoverable when undiscounted cash flows expected to be generated by the property are less than its carrying value.

When management determines that the carrying value of a real estate property may not be fully recoverable, management measures and records an impairment charge based on the estimated fair value of the property or the estimated fair value less costs to sell the property using certain assumptions that may include, among others, revenue growth rates, discount rates, and terminal capitalization rates.

For the year ended December 31,

2025, the Company recorded impairment charges totaling $361.1 million related to completed or planned dispositions, changes in holding periods, or other events or changes in circumstances.

We identified the fair value measurement of certain impaired real estate properties as a critical audit matter.

Judgments are required to be made by management when measuring the fair value of these real estate properties, including the assumptions of the revenue growth rates, discount rates, and terminal capitalization rates used in the discounted cash flow model.

Auditing these elements involved especially challenging auditor judgment due to the nature and extent of audit effort required to address this matter, including the extent of specialized skills or knowledge needed.

The primary procedures we performed to address the critical audit matter included utilizing valuation professionals with specialized skill or knowledge, who assisted in:

• Assessing the reasonableness of revenue growth rates for certain real estate properties by comparing to independent market data.

• Assessing the reasonableness of discount rates and terminal capitalization rates for certain real estate properties by comparing to comparable market transaction details.

/s/ BDO USA, P.C.

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Investments in unconsolidated joint ventures 453,607 473,122

Goodwill — 250,530

Other assets, net 487,795 507,496

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( 342,392 ) ( 697,381 ) ( 336,227 )

Net (loss) income ( 663,904 ) ( 282,083 ) 40,693

Net loss ( 249,485 ) ( 663,904 ) ( 282,083 )

Net loss attributable to non-controlling interests 3,414 9,419 3,822

Net (loss) income attributable to common stockholders $ ( 654,485 ) $ ( 278,261 ) $ 40,897

Net loss attributable to common stockholders $ ( 246,071 ) $ ( 654,485 ) $ ( 278,261 )

Basic earnings per common share $ ( 0.71 ) $ ( 1.81 ) $ ( 0.74 )

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Healthcare Realty Trust Incorporated

Consolidated Statements of Comprehensive Income (Loss)

Consolidated Statements of Comprehensive Loss

Amounts in thousands

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2025 2024 2023

Net (loss) income $ ( 663,904 ) $ ( 282,083 ) $ 40,693

Other comprehensive (loss) income

Net loss $ ( 249,485 ) $ ( 663,904 ) $ ( 282,083 )

Other comprehensive loss

Interest rate swaps

Reclassification adjustment for (gains) losses included in net income (interest expense) ( 13,137 ) ( 14,488 ) 1,527

Gains arising during the period on interest rate swaps 22,809 1,463 10,630

Reclassification adjustment for losses (gains) included in net income (interest expense) 1,043 ( 13,137 ) ( 14,488 )

(Losses) gains arising during the period on interest rate swaps ( 2,531 ) 22,809 1,463

(Losses) gains on settlement of interest rate swaps arising during the period ( 2,571 ) — —

( 4,059 ) 9,672 ( 13,025 )

Comprehensive (loss) income ( 654,232 ) ( 295,108 ) 52,850

Comprehensive loss ( 253,544 ) ( 654,232 ) ( 295,108 )

Comprehensive loss attributable to non-controlling interests

3,551 9,337 3,966

Comprehensive (loss) income attributable to common stockholders $ ( 644,895 ) $ ( 291,142 ) $ 53,018

Comprehensive loss attributable to common stockholders $ ( 249,993 ) $ ( 644,895 ) $ ( 291,142 )

See accompanying notes.

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Issuance of stock, net of costs — 130 — — — 130 — 130 —

Merger consideration transferred 2,289 5,574,174 — — — 5,576,463 110,702 5,687,165 —

Common stock redemption ( 1 ) ( 2,234 ) — — — ( 2,235 ) — ( 2,235 ) —

Share-based compensation 7 20,339 — — — 20,346 — 20,346 —

Redemption of non-controlling interest — 97 — — — 97 ( 97 ) — —

Net income (loss) — — — 40,897 — 40,897 ( 204 ) 40,693 —

Reclassification adjustments for losses included in net income (interest expense) — — 1,531 — — 1,531 ( 4 ) 1,527 —

Gain on interest rate swaps and treasury locks — — 10,590 — — 10,590 40 10,630 —

Contributions from redeemable non-controlling interests — — — — — — — — 2,014

Dividends to common stockholders

($ 1.24 per share)

— — — — ( 284,079 ) ( 284,079 ) ( 1,695 ) ( 285,774 ) —

Balance at December 31, 2022 3,806 9,587,637 2,140 1,307,055 ( 3,329,562 ) 7,571,076 108,742 7,679,818 2,014

Issuance of stock, net of costs — 130 — — — 130 — 130 —

Common stock redemption ( 1 ) ( 2,234 ) — — — ( 2,235 ) — ( 2,235 ) —

Conversion of OP Units to common stock 2 2,774 — — — 2,776 ( 2,776 ) — —

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Balance at December 31, 2024 3,505 9,118,229 ( 1,168 ) 374,309 ( 4,260,014 ) 5,234,861 66,235 5,301,096 4,778

Common stock redemption ( 2 ) ( 4,066 ) — — — ( 4,068 ) — ( 4,068 ) —

Conversion of OP Units to common stock 2 332 — — — 334 ( 334 ) — —

Share-based compensation 11 22,376 — — — 22,387 — 22,387 —

Redemption of non-controlling interest — — — — — — (834) ( 834 ) —

Net (loss) gain — — — ( 246,071 ) — ( 246,071 ) ( 3,498 ) ( 249,569 ) 84

Reclassification adjustments for losses included in net income (interest expense) — — 1,029 — — 1,029 14 1,043 —

Losses arising during the period on interest rate swaps — — ( 5,035 ) — — ( 5,035 ) ( 67 ) ( 5,102 ) —

Adjustments to redemption value of redeemable non-controlling interests — 386 — — — 386 — 386 ( 1,610 )

Dividends to common stockholders and distributions to non-controlling interest holders ($ 1.10 per share)

— — — — ( 386,930 ) ( 386,930 ) ( 5,036 ) ( 391,966 ) —

Balance at December 31, 2025 $ 3,516 $ 9,137,257 $ ( 5,174 ) $ 128,238 $ ( 4,646,944 ) $ 4,616,893 $ 56,480 $ 4,673,373 $ 3,252

See accompanying notes.

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OPERATING ACTIVITIES 2025 2024 2023

Net (loss) income $ ( 663,904 ) $ ( 282,083 ) $ 40,693

Adjustments to reconcile net income to net cash provided by operating activities:

Net loss $ ( 249,485 ) $ ( 663,904 ) $ ( 282,083 )

Adjustments to reconcile net loss to net cash provided by operating activities:

Depreciation and amortization 563,966 675,152 730,709

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Amortization of straight-line rent on operating leases (lessee) 3,354 3,880 6,084

Loss on derivatives 4,301 — —

Gain on sales of real estate properties and other assets ( 235,389 ) ( 109,753 ) ( 77,546 )

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Contributions from redeemable non-controlling interests — 13 1,389

Proceeds from insurance recovery 2,000 — —

Proceeds from notes receivable repayments 58,271 5,162 —

Cash assumed in Merger, including restricted cash for special dividend payment — — 1,159,837

Net cash provided by investing activities 710,828 900,923 349,140

FINANCING ACTIVITIES

Net borrowings (repayments) on unsecured credit facility — ( 385,000 ) 40,000

Borrowings on term loans — — 666,500

Repayment on term loan ( 350,000 ) — ( 1,141,500 )

Borrowings on unsecured credit facility 1,449,000 1,289,000 694,000

Repayments on unsecured credit facility ( 1,329,000 ) ( 1,289,000 ) ( 1,079,000 )

Repayment on term loans ( 650,140 ) ( 350,000 ) —

Repayments of notes and bonds payable ( 266,375 ) ( 25,473 ) ( 19,143 )

Redemption of notes and bonds payable — — ( 2,184 )

Dividends paid ( 386,919 ) ( 457,853 ) ( 472,242 )

Special dividend paid in relation to the Merger — — ( 1,123,648 )

Net proceeds from issuance of common stock — 104 130

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Redemption of non-controlling interest ( 834 ) ( 744 ) —

Settlement of interest rate swaps ( 4,329 ) — —

Debt issuance and assumption costs ( 13,083 ) ( 563 ) ( 529 )

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Net cash used in financing activities ( 1,210,667 ) ( 1,359,323 ) ( 884,222 )

Increase (decrease) in cash and cash equivalents 43,217 ( 35,262 ) 47,786

(Decrease) increase in cash and cash equivalents ( 42,744 ) 43,217 ( 35,262 )

Cash and cash equivalents cash at beginning of period 68,916 25,699 60,961

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Contribution of real estate properties into unconsolidated joint venture $ — $ 172,666 $ —

Real estate notes receivable assumed in Merger (adjusted to fair value) $ — $ — $ 74,819

Unsecured credit facility and term loans assumed in Merger (adjusted to fair value) $ — $ — $ 1,758,650

Senior notes assumed in Merger (adjusted to fair value) $ — $ — $ 2,232,650

Consideration transferred in relation to the Merger $ — $ — $ 5,576,463

See accompanying notes.

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Healthcare Realty Trust Incorporated is a real estate investment trust ("REIT") that owns, leases, manages, acquires, finances, develops and redevelops income-producing real estate properties associated primarily with the delivery of outpatient healthcare services throughout the United States of America.

Except as otherwise provided in the Notes to the Company’s Consolidated Financial Statements, references herein to the "Company" mean Healthcare Realty Trust Incorporated and its consolidated subsidiaries, including Healthcare Realty Holdings, L.P.

(formerly known as Healthcare Trust of America Holdings, LP) (the "OP"), after giving effect to the Merger discussed in more detail in Note 2 below.

As of December 31, 2024, the Company had gross real estate investments of approximately $ 11.8 billion in 589 consolidated real estate properties, construction in progress, redevelopments, financing receivables, financing lease right-of-use assets, land held for development and corporate property, excluding held for sale assets.

The Company’s real estate properties are located in 33 states and total approximately 34.2 million square feet.

In addition, as of December 31, 2024, the Company had a weighted average ownership interest of approximately 31 % in 63 real estate properties held in unconsolidated joint ventures.

See Note 5 below for more details regarding the Company's joint ventures.

Square footage and property count disclosures in these Notes to the Company's Consolidated Financial Statements are unaudited.

As of December 31, 2025, the Company had gross investments of approximately $ 10.3 billion in 502 consolidated real estate properties, developments, redevelopments, financing receivables, financing lease right-of-use assets, land held for development and corporate property, excluding held for sale assets.

In addition, as of December 31, 2025, the Company had a weighted average ownership interest of approxima tel y 30 % in 61 real estate properties, excluding held for sale assets, held in unconsolidated joint ventures.

See Note 4 below for more details regarding the Company's unconsolidated joint ventures.

The Company’s consolidated real estate properties are located in 27 states and total approximately 29.0 million square feet.

The Company provided leasing and property management services to 93 % of its portfolio nationwide as of December 31, 2025.

The Company is structured as an umbrella partnership REIT under which substantially all of its business is conducted through the operating partnership, Healthcare Realty Holdings, L.P.

(the “OP”) , the day-to-day management of which is exclusively controlled by the Company.

As of December 31, 2025, the Company own ed 98.6 % of the issued and outstanding units of the OP (“OP Units”), with other investors owning the remaining 1.4 % of OP Units.

Any references to square footage, property count or occupancy percentage, and any amounts derived from these values in these notes to the Company's Consolidated Financial Statements, are outside the scope of our independent registered public accounting firm’s audit.

Principles of Consolidation

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Holders of operating partnership units (“OP Units”) are considered to be non-controlling interest holders in the OP and their ownership interests are reflected as equity on the accompanying Consolidated Balance Sheets.

Further, a portion of the earnings and losses of the OP are allocated to non-controlling interest holders based on their respective ownership percentages.

Further, a portion of the earnings and losses of the OP are allocated to non-controlling

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, cont.

interest holders based on their respective ownership percentages.

Upon conversion of OP Units to common stock, any difference between the fair value of the common stock issued and the carrying value of the OP Units converted to common stock is recorded as a component of equity.

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Accordingly, the Company consolidates its interests in the OP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, cont.

As of December 31, 2024, the Company had three consolidated VIEs in addition to the OP, consisting of joint venture investments in which the Company is the primary beneficiary of the VIE based on the combination of operational control and the rights to receive residual returns or the obligation to absorb losses arising from the joint ventures.

As of December 31, 2025 and December 31, 2024, the Company had two and three , respectively, consolidated VIEs in addition to the OP, consisting of joint venture investments in which the Company is the primary beneficiary of the VIE based on the combination of operational control and the rights to receive residual returns or the obligation to absorb losses arising from the joint ventures.

Accordingly, such joint ventures have been consolidated, and the table below summarizes the balance sheets of consolidated VIEs, excluding the OP, in the aggregate as of December 31, 2025 and 2024:

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Notes and bonds payable

$ 73,468 $ 60,170

Accounts payable and accrued liabilities 1,678 2,786

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$ 75,797 $ 63,001

As of December 31, 2024, the Company had five unconsolidated VIEs consisting of four notes receivables and one joint venture.

As of December 31, 2025, the Company had three unconsolidated VIEs consisting of two notes receivables and one joint venture.

The Company does not have the power or economic interests to direct the activities of these VIEs on a stand-alone basis, and therefore it was determined that the Company was not the primary beneficiary.

As a result , the Company accounts for the four notes receivables as amortized cost and a joint venture arrangement under the equity method.

As a result, the Company accounts for the two notes receivables at amortized cost and the joint venture arrangement under the equity method.

See below for additional information regarding the Company's unconsolidated VIEs:

(dollars in thousands) ORIGINATION DATE LOCATION SOURCE CARRYING AMOUNT MAXIMUM EXPOSURE TO LOSS

2021 Houston, TX 1

Note receivable $ 14,900 $ 14,900

2021 Charlotte, NC 1

Note receivable 7,441 7,441

Equity method $ 51,816 $ 51,816

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Note receivable $ 1 $ 4,500

1 Assumed mortgage note receivable in connection with the Merger.

1 Includes investments in seven properties.

3 Company provided seller financing and entered into a mortgage loan and a mezzanine loan in connection with a property disposition.

2 The Company provided seller financing and entered into a mortgage loan and a mezzanine loan in connection with a property disposition.

As of December 31, 2025, the Company's unconsolidated joint venture arrangements were accounted for using the equity method of accounting as the Company exercised significant influence over but did not control these entities.

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Actual results may differ from those estimates and assumptions.

Management makes significant estimates regarding revenue recognition, purchase price allocations to record investments in real estate, impairments, collectability of tenant receivables, and fair value measurements, as applicable.

Management makes significant estimates regarding revenue recognition, purchase price

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, cont.

allocations to record investments in real estate, impairments, collectability of tenant receivables, and fair value measurements, as applicable.

Reclassifications

C ertain reclassifications have been made on the Company's Consolidated Statement of Cash Flows to conform to the current year presentation.

Previously, the Company's borrowings and repayments on the Company's unsecured credit facility were presented in a net line in the financing activities on the Company's Consolidated Statement of Cash Flows.

These amounts are now presented as separate lines in the financing activities on the Company's Consolidated Statement of Cash Flows.

Segment Reporting

The Company owns, leases, acquires, manages, finances, develops and redevelops outpatient and other healthcare-related properties.

The Company is managed as one reporting unit, rather than multiple reporting units, for internal reporting purposes and for internal decision-making and discloses its operating results in a single reportable segment.

The Company is managed as one operating segment, rather than multiple operating segments, for internal reporting purposes and for internal decision-making and discloses its operating results in a single reportable segment.

The Company's chief operating decision makers (“CODM”), represented by the Company's Chief Executive Officer, the Chief Financial Officer and the Chief Operating Officer, review financial information and assess the consolidated operations of the Company in order to make strategic decisions such as allocation of capital expenditures and other significant expenses.

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Real Estate Properties

Real estate properties are recorded at cost or at fair value if acquired in a transaction that is a business combination under ASC Topic 805, Business Combinations .

Real estate properties are recorded at cost if acquired in a transaction that is an asset acquisition or at fair value if acquired in a transaction that is a business combination under ASC Topic 805, Business Combinations .

Cost or fair value at the time of acquisition is allocated among land, buildings, tenant improvements, lease and other intangibles, and personal property as applicable.

During 2025 and 2024, the Company eliminated against accumulated depreciation approximately $ 220.8 million and $ 112.3 million, respectively, of fully amortized real estate intangibles that were initially recorded as a component of certain real estate acquisitions.

During 2024 approximately $ 3.0 million of fully depreciated tenant and capital improvements that were no longer in service were eliminated against accumulated depreciation.

There were no such transactions during 2023.

During 2025 and 2024, approximately $ 2.5 million and $ 3.0 million of fully depreciated tenant and capital improvements that were no longer in service were eliminated against accumulated depreciation.

Depreciation expense of real estate properties for the three years ended December 31, 2025, 2024 and 2023 was $ 451.9 million, $ 507.1 million and $ 518.6 million, respectively.

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Capitalized interest cost is calculated using the weighted average interest rate of the Company's unsecured debt or the interest rate on project specific debt, if applicable.

The Company continues to capitalize interest on the unoccupied portion of the properties in stabilization for up to one year after the buildings have been placed into service, at which time the capitalization of interest must cease.

The Company continues to capitalize interest on the unoccupied space in a property for up to one year after the space is ready for it intended use, at which time the capitalization of interest must cease.

Asset Impairment

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or significant negative economic trends or negative industry trends for the Company or its tenants.

In addition, the Company reviews for possible impairment, those assets subject to purchase options and those impacted by casualty losses, such as tornadoes and hurricanes.

In addition, the Company reviews for possible impairment, those assets subject to purchase options

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, cont.

and those impacted by casualty losses, such as tornadoes and hurricanes.

A property value is considered impaired only if management's estimate of current and projected (undiscounted and unleveraged) operating cash flows of the property is less than the net carrying value of the property.

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Therefore, significant judgment is involved in estimating the current and projected cash flows.

If management determines that the carrying value of the Company’s assets may not be fully recoverable

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, cont.

based on the existence of any of the factors above, or others, management would measure and record an impairment charge based on the estimated fair value of the property or the estimated fair value less costs to sell the property.

If management determines that the carrying value of the Company’s assets may not be fully recoverable based on the existence of any of the factors above, or others, management would measure and record an impairment charge based on the estimated fair value of the property or the estimated fair value less costs to sell the property.

See Note 6 for additional information on impairment.

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The Company's acquisitions of real estate properties typically do not meet the definition of a business and are accounted for as asset acquisitions.

Acquisitions of real estate properties with in-place leases are accounted for at relative fair value.

Acquisitions of real estate properties with in-place leases are accounted for at cost and allocated based on relative fair value.

When a building with in-place leases is acquired, the cost of the acquisition must be allocated between the tangible real estate assets "as-if-vacant" and the intangible real estate assets related to in-place leases based on their estimated fair values.

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In calculating fair value, a company must maximize the use of observable market inputs, minimize the use of unobservable market inputs and disclose in the form of an outlined hierarchy the details of such fair value measurements.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, cont.

A hierarchy of valuation techniques is defined to determine whether the inputs to a fair value measurement are considered to be observable or unobservable in a marketplace.

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• Level 2 – quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations in which significant inputs and significant value drivers are observable in active markets;

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, cont.

• Level 3 – fair value measurements derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

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The Company has not experienced any losses in such accounts.

Goodwill and Other Intangible Assets

Goodwill and intangible assets with indefinite lives are not amortized, but are tested at least annually for impairment.

Intangible assets with finite lives are amortized over their respective lives to their estimated residual values and are reviewed for impairment only when impairment indicators are present.

Identifiable intangible assets of the Company are comprised of enterprise goodwill, in-place lease intangible assets, customer relationship intangible assets, and debt issuance costs.

Intangible Assets

Identifiable intangible assets of the Company are comprised of in-place lease intangible assets, customer relationship intangible assets, and debt issuance costs.

In-place lease and customer relationship intangible assets are amortized on a straight-line basis over the applicable lives of the assets.

Debt issuance costs are amortized over the term of the debt instrument on the effective interest method or the straight-line method when the effective interest method is not applicable.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, cont.

Goodwill is not amortized but is typically evaluated for impairment annually as of December 31 or whenever events or changes in circumstances indicate that an impairment may exist.

However, during the first quarter of 2024, the Company experienced a sustained decline in the price per share of its common stock, which was identified as an indicator of goodwill impairment.

As a result, a goodwill evaluation was performed.

The Company performed a quantitative assessment, and the fair value of the Company’s single reporting unit was estimated using a combination of discounted cash flow models and earnings multiples techniques.

The determination of fair value using the discounted cash flow model technique requires the use of estimates and assumptions related to revenue and expense growth rates, capitalization rates, discount rates, capital expenditures and working capital levels.

The determination of fair value using the earnings multiples technique requires assumptions to be made in relation to maintainable earnings and market multiples.

These forecasts and assumptions are highly subjective, and while we believe our assumptions are reasonable, changes in these assumptions may have a material impact on our financial results.

The Company determined that the carrying value exceeded estimated fair value, and therefore the Company recorded a $ 250.5 million full impairment of its goodwill, which is recorded as a non-cash charge in “Impairment of goodwill” in the Consolidated Statements of Operations.

See Note 9 for more detail on the Company’s intangible assets.

Contingent Liabilities

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Changes in estimates regarding the exposure to a contingent loss are reflected as adjustments to the related liability in the periods when they occur.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, cont.

Because of uncertainties inherent in the estimation of contingent liabilities, it is possible that the Company’s provision for contingent losses could change materially in the near term.

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To achieve the core principle, the Company applies the five-step model specified in the guidance.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, cont.

Revenue that is accounted for under Topic 606 is segregated on the Company’s Consolidated Statements of Operations in the Other operating line item.

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Internal management fee income, where the Company manages its owned properties, is eliminated in consolidation.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, cont.

Rental Income

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See Note 15 for further discussion.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, cont.

If the Company fails to qualify as a REIT in any taxable year, it will be subject to U.S.

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Federal tax returns for the years 2022, 2023, 2024 and 2025 are currently subject to examination by taxing authorities.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, cont.

State Income Taxes

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Losses resulting from the sale of such properties are characterized as impairment losses in the Consolidated Statements of Operations.

See Note 6 for more detail on assets held for sale.

See Note 5 for more details on assets held for sale.

Earnings per Share

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Basic earnings per common share is calculated using weighted average shares outstanding less issued and outstanding non-vested shares of common stock.

Diluted earnings per common share is calculated using weighted average shares outstanding plus the dilutive effect of the outstanding stock options from the Legacy HR Employee Stock Purchase Plan using the treasury stock method and the average stock price during the period.

Diluted earnings per common share is calculated using weighted average shares outstanding.

Additionally, net income (loss) allocated to OP units has been included in the numerator and common stock related to redeemable OP units have been included in the denominator for the purpose of computing diluted earnings per share.

See Note 13 for the calculations of earnings per share.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, cont.

Redeemable Non-Controlling Interests

3 unchanged sentences

Accordingly, the Company records the carrying amount at the greater of the initial carrying amount (increased or decreased for the non-controlling interest’s share of net income or loss and distributions) or the redemption value.

We measure the redemption value and record an adjustment to the carrying value of the equity securities as a component of redeemable non-controlling interest.

The Company measures the redemption value and records an adjustment to the carrying value of the equity securities as a component of redeemable non-controlling interest.

As of December 31, 2025, the Company had redeemable non-controlling interests of $ 3.3 million .

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, cont.

Investments in Leases - Financing Receivables, Net

2 unchanged sentences

As a result, the Company does not recognize the underlying real estate asset but instead recognizes a financial asset in accordance with ASC Topic 310:

See below for additional information regarding the Company's financing receivables as of December 31, 2024.

See below for additional information regarding the Company's financing receivables as of December 31, 2025 and 2024.

(dollars in thousands) ORIGINATION DATE LOCATION INTEREST RATE CARRYING VALUE as of DECEMBER 31, 2025 CARRYING VALUE as of DECEMBER 31, 2024

10 unchanged sentences

Arizona 12/21/2023 12/20/2026 9.00 % $ 6,000 $ 6,000 $ 38 $ — $ — $ 6,038

Texas 10/03/2024 10/02/2029 11.00 % 4,500 1 — — — 1

3/20/2025 3/19/2030 13.00 % 8,500 8,500 459 — — 8,959

1 unchanged sentence

Mortgage loans 2

6/30/2021 12/02/2024 7.00 % 31,150 31,150 551 ( 16,801 ) — 14,900

North Carolina 3

12/22/2021 12/22/2024 8.00 % 6,000 6,000 1,441 — — 7,441

Florida 5/17/2022 2/27/2026 6.00 % 65,000 37,661 195 — ( 24 ) 37,832

California 3/30/2023 3/29/2026 6.50 % 45,000 45,000 189 — — 45,189

Florida 12/28/2023 12/28/2026 9.00 % 7,700 5,256 — — — 5,256

Texas 10/03/2024 10/02/2029 7.50 % 16,729 9,629 62 — — 9,691

3/20/2025 3/19/2030 6.75 % 5,400 5,400 31 — — 5,431

1 unchanged sentence

81,229 71,685 283 — — 71,968

1 In 2024, the Company provided seller financing of $ 9.6 million in connection with the sale of a real estate property in Houston, TX.

The Company has also committed mezzanine loan funding of up to $ 4.5 million in connection with this sale.

2 In 2024, the Company determined that an allowance for credit loss of $ 16.8 million was needed on this mortgage loan, which included approximately $ 16.3 million of principal and approximately $ 0.5 million of interest.

In January 2025, the underlying collateral for this loan was sold and the Company received $ 14.9 million towards the principal balance of this loan.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, cont.

$ 100,229 $ 86,186 $ 780 $ — $ — $ 86,966

1 Outstanding principal and interest due upon maturity.

As of the date of these financial statements, the outstanding principal and interest on this loan has not been repaid.

The Company has evaluated the collectibility of the amount outstanding and has determined that the underlying collateral has a value that exceeds the carrying value of as of December 31, 2024, and is working with borrower on satisfaction of the mortgage loan.

2 Excludes a mortgage loan where the Company received $ 14.9 million against a $ 31.2 million loan balance and fully reserved the remainder of $ 16.8 million.

The loan was guaranteed by an individual and while the Company is seeking to collect on the guaranty, there can be no assurance of any recovery.

3 In March 2025, the Company provided seller financing of $ 5.4 million in connection with the sale of a real estate property in Houston, TX.

4 In December 2025, the Company provided seller financing of $ 6.4 million in connection with the sale of a real estate property in Houston, TX.

Allowance for Credit Losses

3 unchanged sentences

The determination of the credit allowance is based on a quarterly evaluation of all outstanding loans, including general economic conditions and estimated collectability of loan payments.

The Company evaluates the collectability of loan receivables based on a combination of credit quality indicators, including, but not limited to, payment status, historical loan charge-offs, financial strength of the borrower and guarantors, and nature, extent, and value of the underlying collateral.

The Company evaluates the collectability of loan receivables based on a combination of credit quality

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, cont.

indicators, including, but not limited to, payment status, historical loan charge-offs, financial strength of the borrower and guarantors, and nature, extent, and value of the underlying collateral.

A loan is considered to have deteriorated credit quality when, based on current information and events, it is probable that the Company will be unable to collect all amounts due as scheduled according to the contractual terms of the loan agreement.

4 unchanged sentences

While a loan is on non-accrual status, any cash receipts are applied against the outstanding principal balance.

In 2023, the Company determined that the risk of credit loss on two of its mezzanine loans was no longer remote and recorded a credit loss reserve of $ 5.2 million.

In 2024, the Company determined that an additional allowance of $ 46.8 million was needed on these two mezzanine loans to cover the entire carrying amount for these loans.

In 2025, the Company determined the risk of credit loss on one of its mortgage notes receivable was no longer remote and recorded a credit loss reserve of $ 1.6 million , which was subsequently written off.

As of December 31, 2025, the Company no longer has a position in connection with this loan.

In 2024, the Company determined that an allowance of $ 46.8 million was needed on two mezzanine loans to cover the entire carrying amount for these loans.

In fourth quarter of 2024, the underlying project was sold and the Company received $ 4.0 million as consideration for its mezzanine loan interests.

5 unchanged sentences

Credit loss reserves 1,571 59,563

Recoveries — ( 4,000 )

Write-off ( 1,571 ) ( 43,958 )

Allowance for credit losses, end of period $ 16,801 $ 16,801

On June 24, 2024, the Company's two mezzanine loans in Texas with a total principal balance of $ 54.1 million matured.

On July 15, 2024, the senior lender on the construction loan associated with the underlying project provided notice of foreclosure proceedings to the borrower.

In 2024, the Company recorded an allowance for credit loss of $ 46.8 million to cover the entire carrying amount for these loans.

In the fourth quarter of 2024, the capital for the underlying project was restructured and the Company received $ 4.0 million as consideration for its interest.

As of December 31, 2024, the Company no longer has a mezzanine position in connection with these projects.

Interest Income

2 unchanged sentences

As a result, the interest recognized from the financing receivable in any particular period will not equal the cash payments from the lease agreement in that period.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, cont.

Acquisition costs incurred in connection with entering into the financing receivable are treated as loan origination fees.

3 unchanged sentences

For the years ended December 31, 2025, 2024 and 2023, the Company recognized interest income of $ 6.3 million, $ 8.0 million and $ 8.8 million, respectively, related to real estate notes receivable.

The Company recognizes interest income on an accrual basis unless the Company has determined that collectability of contractual amounts is not reasonably assured, at which point the note is placed on non-accrual status and interest income is recognized on a cash basis.

In 2023, the Company placed two of its real estate notes receivable on non-accrual status.

In 2024, the Company placed one of its real estate notes receivable with a principal balance, net of credit loss, of $ 14.9 million on non-accrual status.

Accordingly, the Company did not recognize any interest income for these loans subsequent to the transition to non-accrual status.

The Company did not have any loans on non-accrual status as of December 31, 2025.

New Accounting Pronouncements

On November 27, 2023, the Financial Accounting Standards Board ("FASB") issued ASU 2023-07, Segment Reporting ( Topic 280) .

Some of the main provisions of this update to segment reporting include;

(i) a requirement to disclose significant segment expenses, on an annual and interim basis, that are regularly provided to the CODM and included within each reported measure of segment profit or loss;

(ii) a requirement to disclose the title and position of the CODM and an explanation of how the CODM uses the reported measures of segment profit or loss in assessing segment performance and deciding how to allocate resources, and (iii) a requirement that an entity that has a single reportable segment provide all the disclosures required by the amendments in this update.

The Company adopted this ASU, effective for the year ended December 31, 2024.

The adoption has no impact on the Company’s financial position, results of operations or cash flows, but has resulted in new footnote disclosure.

See Note 18 for details on Segment Reporting.

On November 4, 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses, that will require entities to provide more detailed information in the notes to the financial statements related to certain expense captions on the face of the income statement.

On November 4, 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses, which will require entities to provide more detailed information in the notes to the financial statements related to certain expense captions on the face of the income statement.

The ASU aims to increase transparency and provide investors with more detailed information about the nature of expenses reported on the face of the income statement.

The new standard does not change the requirements for the presentation of expenses on the face of the income statement.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, cont.

Under this ASU, entities are required to disaggregate, in a tabular format, expense captions presented on the face of the income statement — excluding earnings or losses from equity method investments — if they include any of the following expense categories:

3 unchanged sentences

Early adoption is permitted.

The Company does not expect that the adoption of this ASU will have a material impact on its consolidated financial statements and compliance of these new disclosure requirements will begin with the Company's Annual Report on Form 10-K for the year ended December 31, 2027.

Merger with HTA

On July 20, 2022 (the “Closing Date”), pursuant to the Agreement and Plan of Merger dated as of February 28, 2022 (the “Merger Agreement”), by and among Healthcare Realty Trust Incorporated (now known as HRTI, LLC) (“Legacy HR”), Healthcare Trust of America, Inc.

(now known as Healthcare Realty Trust Incorporated) (“Legacy HTA”), the OP, and HR Acquisition 2, LLC (“Merger Sub”), Merger Sub merged with and into Legacy HR, with Legacy HR continuing as the surviving entity and a wholly-owned subsidiary of Legacy HTA (the “Merger”).

On the Closing Date, each outstanding share of Legacy HR common stock, $ 0.01 par value per share (the “Legacy HR Common Stock”), was cancelled and converted into the right to receive one share of Legacy HTA class A common stock at a fixed ratio of 1.00 to 1.00.

Per the terms of the Merger Agreement, Legacy HTA declared a special dividend of $ 4.82 (the “Special Dividend”) for each outstanding share of Legacy HTA class A common stock, $ 0.01 par value per

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, cont.

share ( the “Legacy HTA Common Stock”), and the OP declared a corresponding distribution to the holders of its partnership units, payable to Legacy HTA stockholders and OP unitholders of record on July 19, 2022.

Immediately following the Merger, Legacy HR converted to a Maryland limited liability company and changed its name to HRTI, LLC and Legacy HTA changed its name to “Healthcare Realty Trust Incorporated”.

In addition, the equity interests of Legacy HR were contributed by Legacy HTA by means of a contribution and assignment agreement to the OP, and Legacy HR became a wholly-owned subsidiary of the OP.

The Company operates under the name “Healthcare Realty Trust Incorporated” and its shares of class A common stock, $ 0.01 par value per share, trade on the New York Stock Exchange under the ticker symbol “HR”.

For accounting purposes, the Merger was treated as a “reverse acquisition” in which Legacy HTA was considered the legal acquirer and Legacy HR was considered the accounting acquirer based on various factors, including, but not limited to:

(i) the composition of the board of directors of the combined company following the Merger, (ii) the composition of senior management of the combined company following the Merger, and (iii) the premium transferred to the Legacy HTA stockholders.

As a result, the historical financial statements of the accounting acquirer, Legacy HR, became the historical financial statements of the Company.

The acquisition was accounted for using the acquisition method of accounting in accordance with ASC 805, Business Combinations, which requires, among other things, the assets acquired and the liabilities assumed and non-controlling interests, if any, to be recognized at their acquisition date fair value.

The implied consideration transferred on the Closing Date is as follows:

Dollars in thousands, except for per share data

Shares of Legacy HTA Common Stock outstanding as of July 20, 2022 as adjusted (a)

Exchange ratio 1.00

Implied shares of Legacy HR Common Stock issued 228,520,990

Adjusted closing price of Legacy HR Common Stock on July 20, 2022 (b)

Value of implied Legacy HR Common Stock issued $ 5,569,057

Fair value of Legacy HTA restricted stock awards attributable to pre-Merger services (c)

Consideration transferred $ 5,576,463

(a) The number of shares of Legacy HTA Common Stock presented above was based on 228,857,717 total shares of Legacy HTA Common Stock outstanding as of the Closing Date, less 192 Legacy HTA fractional shares that were cancelled in lieu of cash and less 336,535 shares of Legacy HTA restricted stock (net of 215,764 shares of Legacy HTA restricted stock withheld).

For accounting purposes, these shares were converted to Legacy HR Common Stock, at an exchange ratio of 1.00 share of Legacy HR Common Stock per share of Legacy HTA Common Stock.

(b) For accounting purposes, the fair value of Legacy HR Common Stock issued to former holders of Legacy HTA Common Stock was based on the per share closing price of Legacy HR Common Stock on July 20, 2022.

(c) Represents the fair value of Legacy HTA restricted shares which fully vested prior to the closing of the Merger or became fully vested as a result of the closing of the Merger and which are attributable to pre-combination services.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, cont.

Final Purchase Price Allocation

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the Closing Date:

Dollars in thousands PRELIMINARY AMOUNTS RECOGNIZED ON THE CLOSING DATE CUMULATIVE MEASUREMENT PERIOD ADJUSTMENTS AMOUNTS RECOGNIZED ON THE CLOSING DATE

(as adjusted)

Real estate investments

Land $ 985,926 $ 18,359 $ 1,004,285

Buildings and improvements 6,960,418 ( 119,135 ) 6,841,283

Lease intangible assets (a)

831,920 1,839 833,759

Financing lease right-of-use assets 9,874 3,146 13,020

Construction in progress 10,071 ( 6,744 ) 3,327

Land held for development 46,538 — 46,538

Total real estate investments $ 8,844,747 $ ( 102,535 ) $ 8,742,212

Assets held for sale, net 707,442 ( 7,946 ) 699,496

Investments in unconsolidated joint ventures 67,892 — 67,892

Cash and cash equivalents 26,034 11,403 37,437

Restricted cash 1,123,647 ( 1,247 ) 1,122,400

Operating lease right-of-use assets 198,261 16,370 214,631

Other assets, net (b) (c)

209,163 ( 3,840 ) 205,323

Total assets acquired $ 11,177,186 $ ( 87,795 ) $ 11,089,391

Notes and bonds payable $ 3,991,300 $ — $ 3,991,300

Accounts payable and accrued liabilities 1,227,570 17,374 1,244,944

Liabilities of assets held for sale 28,677 ( 3,939 ) 24,738

Operating lease liabilities 173,948 10,173 184,121

Financing lease liabilities 10,720 ( 855 ) 9,865

Other liabilities 203,210 ( 8,909 ) 194,301

Total liabilities assumed $ 5,635,425 $ 13,844 $ 5,649,269

Net identifiable assets acquired $ 5,541,761 $ ( 101,639 ) $ 5,440,122

Non-controlling interest $ 110,702 $ — $ 110,702

Goodwill $ 145,404 $ 101,639 $ 247,043

(a) The weighted average amortization period for the acquired lease intangible assets is approximately 6 years.

(b) Includes $ 15.9 million of contractual accounts receivable, which approximates fair value.

(c) Includes $ 78.7 million of gross contractual real estate notes receivable, the fair value of which was $ 74.8 million, and the Company expected to collect substantially all of the real estate notes receivable proceeds as of the Closing Date.

The cumulative measurement period adjustments recorded through June 30, 2023 are final and primarily resulted from updated valuations related to the Company’s real estate assets and liabilities and additional information obtained by the Company related to the properties acquired in the Merger and their respective tenants, and resulted in an increase to goodwill of $ 101.6 million.

Based on the final purchase price allocation of fair value, approximately $ 247.0 million was allocated to goodwill.

Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired and liabilities assumed.

The recognized goodwill was attributable to expected synergies and benefits arising from the Merger, including anticipated general and administrative cost savings and potential economies of scale benefits in both tenant and vendor relationships following the closing of the Merger.

None of the goodwill recognized was deductible for tax purposes.

During 2024, the Company experienced a sustained decline in the price per share of its common stock, which was identified as an indicator of goodwill impairment.

As a result, a goodwill evaluation was performed and the Company recorded a full impairment of its goodwill, which was recorded as a non-cash charge in “Impairment of goodwill” in the Consolidated Statements of Operations.

The Company is evaluating the impact of the adoption of this ASU on its consolidated financial statements and compliance with these new disclosure requirements will begin with the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2027.

On November 25, 2025, the FASB issued ASU 2025-09, Derivatives and Hedging (Topic 815):

Hedge Accounting Improvements, which amends certain aspects of the hedge accounting guidance in ASC 815.

The update improves the application of hedge accounting in the following areas;

(i) similar risk assessment for cash flow hedges, (ii) hedging interest payments on choose-your-rate debt, (iii) cash flow hedges on non-financial forecasted transactions, (iv) net written options as hedging instruments and (v) provide for additional flexibility in measuring hedge effectiveness.

The standard is effective for fiscal years beginning after December 15, 2026, including interim periods within those fiscal years.

Early adoption is permitted and applied prospectively.

The Company is currently evaluating the impact of the adoption of this ASU may have on its consolidated financial statements.

On December 8, 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270):

Narrow-Scope Improvements , to provide clarity on the current interim reporting requirements and the applicability of ASC 270.

The new guidance creates a comprehensive list of interim disclosures required under GAAP and incorporates a disclosure principal that requires disclosures at interim periods when an event or change that has a material effect on an entity has occurred since the last annual reporting period.

Some examples that may require disclosure under this new principal include changes in (i) accounting principles or estimates, (ii) status of long-term contracts, (iii) capitalization, such as new borrowings or financing modifications, and (iv) reporting entity resulting from business combinations or disposals.

The amendments are effective for interim periods within annual reporting periods beginning after December 15, 2027.

Early adoption is permitted, and the guidance can be applied prospectively or retrospectively.

The Company is currently evaluating the impact of the adoption of this ASU may have on its interim consolidated financial statements.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, cont.

Merger-related Costs

The Company incurred Merger-related costs of $( 2.0 ) million and $ 103.4 million, respectively, for the years ended December 31, 2023 and 2022, which were included within Merger-related costs in results of operations.

The Merger-related costs primarily consisted of legal, consulting, severance, and banking services and for the year ended December 31, 2023, including a refund of $ 17.8 million for transfer taxes paid during the year ended December 31, 2023.

No Merger-related costs were incurred for the year ended December 31, 2024.

Property Investments

5 unchanged sentences

Seattle, WA 24 43,312 563,636 4,920 695 612,563 ( 210,965 )

Charlotte, NC 31 32,980 462,173 25,947 133 521,233 ( 134,075 )

Houston, TX 24 57,251 514,114 35,348 357 607,070 ( 120,217 )

Denver, CO 26 55,309 390,453 32,602 605 478,969 ( 106,457 )

Atlanta, GA 24 39,895 365,592 20,769 102 426,358 ( 86,861 )

Boston, MA 16 120,818 279,881 39,509 14 440,222 ( 60,469 )

Los Angeles, CA 15 49,770 265,617 3,486 401 319,274 ( 131,477 )

Charlotte, NC 31 33,173 483,755 23,597 143 540,668 ( 157,273 )

Phoenix, AZ 33 28,913 428,078 20,690 2 477,683 ( 71,204 )

Denver, CO 24 45,638 395,089 23,035 616 464,378 ( 117,569 )

Raleigh, NC 26 56,706 369,535 24,188 23 450,452 ( 69,561 )

Atlanta, GA 23 36,940 364,406 15,739 106 417,191 ( 98,267 )

Nashville, TN 10 21,146 314,583 7,568 748 344,045 ( 128,484 )

Miami, FL 14 22,890 265,974 17,785 176 306,825 ( 75,640 )

Boston, MA 13 115,549 219,953 31,828 60 367,390 ( 70,977 )

Tampa, FL 17 28,987 311,061 20,820 24 360,892 ( 59,354 )

Indianapolis, IN 35 49,245 262,450 17,949 13 329,657 ( 58,192 )

New York, NY 14 63,377 163,038 25,963 — 252,378 ( 26,533 )

Los Angeles, CA 15 49,770 272,041 438 340 322,589 ( 139,900 )

Austin, TX 11 21,601 224,897 10,472 37 257,007 ( 49,954 )

New York, NY 13 64,542 169,128 22,505 4 256,179 ( 32,180 )

Miami, FL 10 20,323 215,441 10,515 103 246,382 ( 76,732 )

Washington, DC 9 5,270 235,670 3,799 68 244,807 ( 71,092 )

Chicago, IL 6 13,804 217,359 7,626 81 238,870 ( 45,205 )

San Francisco, CA 6 49,181 185,080 9,915 52 244,228 ( 70,269 )

Orlando, FL 7 9,793 171,976 13,279 — 195,048 ( 33,608 )

Hartford, CT 25 29,199 140,739 16,006 33 185,977 ( 30,162 )

Other (32 markets) 107 203,774 1,790,017 118,162 191 2,112,144 ( 490,164 )

2 unchanged sentences

Financing lease right-of-use assets 1 — — — — 75,083 —

Construction in progress 1 — — — — 31,978 —

Land held for development — — — — — 57,535 —

Corporate property 1 16,911 30,937 — 2,900 50,748 ( 15,752 )

Total real estate investments 502 $ 1,060,254 $ 8,514,165 $ 455,254 $ 7,056 $ 10,292,596 $ ( 2,397,795 )

3 unchanged sentences

Some leases provide the lessee, during the term of the lease, with an option or right of first refusal to purchase the leased property.

The Company’s single-tenant net leases generally require the lessee to pay

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, cont.

minimum rent and all taxes (including property tax), insurance, maintenance and other operating costs associated with the leased property.

The Company’s single-tenant net leases generally require the lessee to pay minimum rent and all taxes (including property tax), insurance, maintenance and other operating costs associated with the leased property.

The Company's leases typically have escalators that are either based on a stated percentage or an index such as the CPI.

1 unchanged sentence

The Company adopted an accounting policy to combine lease and nonlease components.

Rent escalators based on indices and reimbursements of operating expenses that are not included in the lease rate are considered variable lease payments.

Rent escalators

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, cont.

based on indices and reimbursements of operating expenses that are not included in the lease rate are considered variable lease payments.

Variable payments are recognized in the period earned.

Lease income for the Company's operating leases recognized for the years ended December 31, 2024, 2023 and 2022 was $ 1.2 billion, $ 1.3 billion and $ 907.5 million, respectively.

Lease income for the Company's operating leases recognized for the years ended December 31, 2025, 2024 and 2023 was $ 1.1 billion, $ 1.2 billion and $ 1.3 billion, respectively.

Future minimum lease payments under the non-cancelable operating leases, excluding any reimbursements, as of December 31, 2025 were as follows:

8 unchanged sentences

The Company expects that the purchase price from its purchase options will be greater than its net investment in the properties at the time of potential exercise by the lessee.

The Company had gross investments of approximately $ 111.1 million in six real estate properties as of December 31, 2024 that were subject to purchase options that were exercisable.

The Company had gross investments of approximately $ 55.7 million in three real estate properties as of December 31, 2025 that were subject to purchase options that were exercisable.

Lessee Accounting Under ASC 842

31 unchanged sentences

Other information

Operating cash flows outflows related to operating leases $ 15,545 $ 19,222

Operating cash flows outflows related to financing leases $ 2,107 $ 2,122

Financing cash flows outflows related to financing leases $ 17 $ 17

Operating cash outflows related to operating leases $ 16,238 $ 15,545

Operating cash outflows related to financing leases $ 2,235 $ 2,107

Financing cash outflows related to financing leases $ 53 $ 17

Right-of-use assets obtained in exchange for new operating lease liabilities $ — $ 3,855

5 unchanged sentences

Acquisition Activity

The Company had no real estate acquisition activity for the year ended December 31, 2024.

The Company had no real estate acquisition activity for the years ended December 31, 2025 and 2024.

Unconsolidated Joint Ventures

As of December 31, 2024, the Company had a weighted average ownership interest of approximately 31 % in 63 real estate properties held in unconsolidated joint ventures.

As of December 31, 2025, the Company had a weighted average ownership interest of approximately 30 % in 61 real estate properties, excluding held for sale assets, held in unconsolidated joint ventures.

The Company recognizes distributions from unconsolidated joint ventures utilizing the nature of distribution approach and classifies the distributions based on the nature of the underlying activity that generated the distribution.

8 unchanged sentences

Investments in unconsolidated joint ventures, end of period $ 453,607 $ 473,122

2023 Acquisition Activity

The following table details the Company's real estate acquisition activity for the year ended December 31, 2023:

Dollars in thousands DATE ACQUIRED PURCHASE PRICE MORTGAGE NOTES PAYABLE, NET CASH

CONSIDERATION 1

ESTATE OTHER 2

SQUARE FOOTAGE

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, cont.

2025 Real Estate Asset Dispositions

The following table details the Company's dispositions for the year ended December 31, 2025:

Dollars in thousands DATE DISPOSED SALE PRICE CLOSING ADJUSTMENTS COMPANY-FINANCED MORTGAGE NOTES NET PROCEEDS NET REAL ESTATE INVESTMENT OTHER GAIN/(IMPAIR-MENT) SQUARE FOOTAGE

Boston, MA 2/7/2025 $ 4,500 $ ( 135 ) $ — $ 4,365 $ 4,325 $ 15 $ 25 30,304

2/14/2025 8,600 ( 2,144 ) — 6,456 7,948 113 ( 1,605 ) 69,715

Houston, TX 2

3/20/2025 15,000 ( 4,087 ) ( 5,400 ) 5,513 14,343 347 ( 3,777 ) 127,933

Boston, MA 4/30/2025 486 ( 47 ) — 439 60 2 377 —

Boston, MA 5/23/2025 3,000 ( 36 ) — 2,964 2,631 27 306 33,176

Jacksonville, FL 6/26/2025 8,100 ( 11 ) — 8,089 23,064 ( 529 ) ( 14,446 ) 53,169

6/26/2025 31,000 ( 2,256 ) — 28,744 8,689 343 19,712 91,561

Houston, TX 6/27/2025 10,500 ( 15 ) — 10,485 10,250 42 193 —

South Bend, IN 7/15/2025 43,100 ( 283 ) — 42,817 29,481 ( 7 ) 13,343 205,573

Milwaukee, WI 1

7/29/2025 42,000 ( 913 ) — 41,087 40,644 270 173 147,406

Naples, FL 7/29/2025 19,250 ( 2,692 ) — 16,558 15,586 559 413 61,359

New York, NY 7/30/2025 25,000 ( 1,290 ) — 23,710 15,531 364 7,815 89,893

Boston, MA 8/25/2025 450 ( 45 ) — 405 413 32 ( 40 ) 9,010

Lakeland, FL 3

8/27/2025 7,325 ( 772 ) — 6,553 6,899 234 ( 580 ) 31,158

Salem, OR 8/29/2025 4,000 ( 427 ) — 3,573 3,482 159 ( 68 ) 21,026

Milwaukee, WI 1

9/29/2025 60,000 ( 2,203 ) — 57,797 61,485 ( 2,884 ) ( 804 ) 220,747

Tampa, FL 9/30/2025 22,000 ( 778 ) — 21,222 6,218 646 14,358 47,962

Colorado Springs, CO 7/28/23 11,450 ( 5,284 ) 6,024 11,416 ( 108 ) 42,770

Total real estate acquisitions $ 42,950 $ ( 5,284 ) $ 36,523 $ 42,012 $ ( 205 ) 158,637

Cash consideration excludes prorations of revenue and expense due to/from seller at the time of the acquisition.

Includes other assets acquired, liabilities assumed, and intangibles recognized at acquisition.

The following table summarizes the estimated relative fair values of the assets acquired and liabilities assumed in the real estate acquisitions for 2023 as of the acquisition date:

in millions ESTIMATED

Building $ 27.5 17.0 - 30.0

Tenant Improvements 3.4 5.1 - 5.9

Land Improvements 1.1 6.0 - 10.0

At-market lease intangibles 4.5 5.1 - 5.9

Above-market lease intangibles (lessor) 0.2 1.8 - 4.9

Below-market lease intangibles (lessor) ( 0.2 ) 6.4 - 13.9

Mortgage notes payable assumed, including fair value adjustments ( 5.3 )

Other assets acquired 0.1

Accounts payable, accrued liabilities and other liabilities assumed ( 0.3 )

Total cash paid $ 36.5

9/30/2025 58,800 ( 1,885 ) — 56,915 26,822 5,379 24,714 448,879

Chicago, IL 9/30/2025 18,700 ( 477 ) — 18,223 18,417 ( 181 ) ( 13 ) 56,531

Columbus, OH 4

9/30/2025 33,750 ( 2,470 ) — 31,280 27,884 410 2,986 117,060

Miami, FL 9/30/2025 62,000 ( 1,867 ) — 60,133 45,152 2,580 12,401 152,976

New Haven, CT 10/16/2025 725 ( 4 ) — 721 612 3 106 —

Des Moines, IA 10/29/2025 7,225 ( 841 ) — 6,384 9,275 ( 2,346 ) ( 545 ) 152,655

Jacksonville, FL 1

11/17/2025 18,600 ( 1,065 ) — 17,535 17,590 463 ( 518 ) 40,333

Richmond, VA 5

11/18/2025 171,000 ( 8,772 ) — 162,228 57,224 13,263 91,741 405,945

Boston, MA 12/8/2025 278 ( 44 ) — 234 283 1 ( 49 ) 10,380

Atlanta, GA 12/19/2025 3,000 ( 981 ) — 2,019 3,331 ( 1,209 ) ( 103 ) —

12/19/2025 348,900 ( 35,341 ) — 313,559 287,121 1,413 25,025 1,522,500

Memphis, TN 12/29/2025 23,021 ( 79 ) — 22,942 8,876 ( 2,070 ) 16,136 116,473

Phoenix, AZ 12/29/2025 22,275 ( 756 ) — 21,519 17,367 1,217 2,935 89,980

Phoenix, AZ 12/29/2025 5,225 ( 335 ) — 4,890 4,927 21 ( 58 ) 89,983

Houston, TX 7

12/30/2025 12,500 ( 4,559 ) ( 6,400 ) 1,541 7,631 4,811 ( 4,501 ) 49,319

Total Dispositions $ 1,090,310 $ ( 77,610 ) $ ( 11,800 ) $ 1,000,900 $ 783,561 $ 23,488 $ 205,652 4,493,006

1 Includes two medical outpatient properties.

2 The Company provided seller financing of approximately $ 5.4 million in connection with this sale.

3 Includes four medical outpatient properties.

4 Includes three medical outpatient properties.

5 Includes six medical outpatient properties.

6 The Company sold six MOBs in El Paso, TX, four MOBs in Indianapolis, IN, two MOBs in each of Chicago, IL, Cincinnati, OH, Des Moines, IA, Fort Wayne, IN, Minneapolis, MN and Pittsburgh, PA;

and one MOB in each of Detroit, MI, Las Vegas, NV and Salt Lake City, UT to a single buyer in a single transaction.

7 The Company provided seller financing of approximately $ 6.4 million in connection with this sale.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, cont.

55 unchanged sentences

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, cont.

2023 Real Estate Asset Dispositions

The following table details the Company's dispositions for the year ended December 31, 2023:

Dollars in thousands Type 1

DATE DISPOSED SALE PRICE CLOSING COSTS & CREDITS COMPANY-FINANCED NOTES NET CONSIDERATION NET REAL ESTATE INVESTMENT OTHER 2

GAIN/(IMPAIR-MENT) SQUARE FOOTAGE

Tampa/Miami, FL 3

MOB 1/12/23 $ 93,250 $ ( 5,875 ) $ — $ 87,375 $ 87,302 $ ( 888 ) $ 961 224,037

MOB 1/30/23 19,210 ( 141 ) — 19,069 18,986 43 40 36,691

Louis, MO MOB 2/10/23 350 ( 18 ) — 332 398 — ( 66 ) 6,500

Los Angeles, CA MOB 3/23/23 21,000 ( 526 ) — 20,474 20,610 52 ( 188 ) 37,165

Los Angeles, CA 5

MOB 3/30/23 75,000 ( 8,079 ) ( 45,000 ) 21,921 88,624 ( 803 ) ( 20,900 ) 147,078

Los Angeles, CA 6

Land 5/12/23 3,300 ( 334 ) — 2,966 3,268 — ( 302 ) —

Albany, NY MOB 6/30/23 10,000 ( 1,229 ) — 8,771 2,613 ( 1,040 ) 7,198 40,870

Houston, TX MOB 8/2/23 8,320 ( 285 ) — 8,035 4,567 194 3,274 57,170

Atlanta, GA MOB 8/22/23 25,140 ( 66 ) — 25,074 23,226 ( 536 ) 2,386 55,195

Dallas, TX Inpatient 9/15/23 115,000 ( 1,504 ) — 113,496 64,183 6,094 43,219 161,264

Houston, TX MOB 9/18/23 250 ( 24 ) — 226 1,998 — ( 1,772 ) 52,040

Chicago, IL MOB 9/27/23 59,950 ( 870 ) — 59,080 74,710 ( 380 ) ( 15,250 ) 104,912

Evansville, IN 7

MOB 11/13/23 18,500 ( 63 ) — 18,437 17,807 ( 149 ) 779 260,520

Houston, TX Hospital 12/1/23 4,100 ( 6 ) — 4,094 3,486 — 608 83,223

Charleston, SC 8

Office 12/15/23 6,200 ( 401 ) — 5,799 3,415 — 2,384 15,014

Dallas, TX MOB 12/20/23 43,295 ( 764 ) — 42,531 33,882 ( 3,782 ) 12,431 77,827

Los Angeles, CA Office 12/21/23 19,000 ( 1,311 ) — 17,689 17,787 — ( 98 ) 104,377

Tucson, AZ 9,10

MOB 12/22/23 43,230 ( 3,770 ) ( 6,000 ) 33,460 39,786 ( 26 ) ( 300 ) 215,471

Miami, FL MOB 12/22/23 18,250 ( 756 ) — 17,494 17,354 643 ( 503 ) 48,000

Sebring, FL MOB 12/27/23 9,500 ( 81 ) — 9,419 10,438 ( 512 ) ( 507 ) 38,949

Boston, MA MOB 12/28/23 117,197 ( 2,079 ) — 115,118 107,803 9,828 ( 2,513 ) 161,254

SNF 12/29/23 77,000 ( 8,678 ) ( 7,700 ) 60,622 65,839 ( 294 ) 2,777 354,500

Total dispositions $ 787,042 $ ( 36,860 ) $ ( 58,700 ) $ 691,482 $ 708,082 $ 8,444 $ 33,658 2,282,057

MOB = medical outpatient building;

SNF = skilled nursing facility.

Includes straight-line rent receivables, leasing commissions and lease inducements.

Includes two properties sold in two separate transactions to the same buyer on the same date.

The Company sold this property to a joint venture in which it retained a 40 % interest.

Sales price and square footage reflect the total sales price paid by the joint venture and total square footage of the property.

The Company entered into a mortgage loan agreement with the buyer for $ 45.0 million.

The Company sold a land parcel totaling 0.34 acres.

Includes five properties sold in three separate transactions to the same buyer on the same date.

The Company sold a corporate office in Charleston, SC that was 100 % occupied by the Company.

Includes 12 properties sold in one transaction to the same buyer.

The Company entered into a mezzanine loan with the buyer for $ 6.0 million.

Includes three properties sold in one transaction to the same buyer.

The Company entered into a separate note receivable for $ 7.7 million related to this sale.

Held for Sale

The Company ha d 18 properties and one land parcel classified as assets held for sale as of December 31, 2025.

The Company had three properties classified as assets held for sale as of December 31, 2024.

The net real estate assets held for sale includes the impact of $ 24.1 million of impairment charges for the year ended December 31, 2024.

The Company had one property classified as assets held for sale as of December 31, 2023.

The net real estate assets held for sale included the impact of $ 5.9 million of impairment charges for the year ended December 31, 2023.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, cont.

The table below reflects the assets and liabilities classified as held for sale as of December 31, 2025 and 2024.

2 unchanged sentences

Land $ 21,193 $ 10,859

Buildings and improvements 3,410 6,779

Building and improvements 161,365 3,410

Lease intangibles 7,822 3,286

Personal property 101 —

190,481 17,555

Accumulated depreciation ( 55,908 ) ( 5,275 )

Real estate assets held for sale, net 1

134,573 12,280

Operating lease right-of-use assets 3,641 —

Other assets, net 5,366 617

1 unchanged sentence

Accounts payable and accrued liabilities $ 4,514 $ 694

Operating lease liabilities 6,792 —

Other liabilities 3,854 589

Liabilities of properties held for sale $ 1,283 $ 295

Liabilities of assets held for sale $ 15,160 $ 1,283

1 Net real estate assets held for sale include the impact of $ 121.7 million and $ 24.1 million of impairment charges for the years ended December 31, 2025 and 2024, respectively.

Subsequent Dispositions

On February 7, 2025, the Company disposed of a 30,304 square foot medical office building in Boston, Massachusetts for $ 4.5 million.

On February 14, 2025, the Company disposed of two medical office buildings in Denver, Colorado, with a combined total of 69,715 square feet for an aggregate purchase price of $ 8.6 million.

These properties were classified as held for sale as of December 31, 2024.

On January 14, 2026, the Company disposed of a 60,039 square foot medical office building in Atlanta, Georgia for $ 21.9 million.

This property was classified as held for sale as of December 31, 2025.

Impairment Charges - Long-Lived Assets

1 unchanged sentence

The Company must assess the potential for impairment of its long-lived assets, including real estate properties, whenever events occur or there is a change in circumstances, such as the sale of a property or the decision to sell a property, which indicate that the recorded value might not be fully recoverable.

The Company recorded impairment charges totaling $ 249.9 million on 51 properties sold and 13 additional properties as a result of completed and planned disposition activity for the year ended December 31, 2024.

The Company recorded impairment charges on 31 properties sold and six additional properties associated with planned disposition activity for the year ended December 31, 2023, totaling $ 149.7 million.

The Company recorded impairment charges totaling $ 361.1 million related to completed or planned dispositions, changes in holding periods or changes in property use for the year ended December 31, 2025.

The Company recorded impairment charges totaling $ 249.9 million as a result of completed and planned disposition activity for the year ended December 31, 2024.

Both level 1 and level 3 fair value techniques were used to derive these impairment charges.

As of December 31, 2024, nine real estate properties totaling $ 61.2 million were measured at fair value using level three fair value hierarchy.

The level 3 fair value techniques included brokerage estimates, letters of intent, and unexecuted purchase and sale agreements, less estimated closing costs, and are nonbinding in nature.

As of December 31, 2025, 18 real estate properties totaling $ 134.3 million were measured at fair value using level 3 fair value hierarchy.

The level 3 fair value techniques included using discounted cash flow models, brokerage estimates, letters of intent, and unexecuted purchase and sale agreements, less estimated closing costs, and are non-binding in nature.

The determination of fair value using the discounted cash flow model technique requires the use of estimates and assumptions related to revenue and expense growth rates, terminal capitalization rates, discount rates, capital expenditures and working capital levels.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, cont.

Other assets consist primarily of real estate notes receivable, straight-line rent receivables, prepaid assets, intangible assets, accounts receivable and additional long-lived assets.

Items included in "Other assets, net" on the Company’s Consolidated Balance Sheets as of December 31, 2025 and 2024 are detailed in the table below:

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, cont.

Dollars in thousands December 31, 2025 December 31, 2024

18 unchanged sentences

Intangible Assets and Liabilities

The Company has several types of intangible assets and liabilities included in its Consolidated Balance Sheets, including goodwill, debt issuance costs, above-, below-, and at-market lease intangibles, and customer relationship intangibles.

The Company has several types of intangible assets and liabilities included in its Consolidated Balance Sheets, including, debt issuance costs, above-, below-, and at-market lease intangibles, and customer relationship intangibles.

For additional details on the Company's debt issuance costs, see Note 9 to the Consolidated Financial Statements.

6 unchanged sentences

Dollars in millions 2025 2024 2025 2024

Goodwill $ — $ 250.5 $ — $ — N/A Goodwill

Credit facility debt issuance costs $ 19.4 $ 6.9 $ 7.8 $ 5.2 3.6 Other assets, net

5 unchanged sentences

For the years ended December 31, 2025, 2024 and 2023, the Company recognized approximately $ 112.8 million, $ 167.7 million, and $ 214.8 million of intangible amortization, respectively.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, cont.

The following table represents expected amortization over the next five years of the Company’s intangible assets and liabilities in place as of December 31, 2025:

Dollars in millions FUTURE AMORTIZATION OF INTANGIBLES, NET

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, cont.

Notes and Bonds Payable

DECEMBER 31, 1

BALANCE AS OF DECEMBER 31, 1

MATURITY DATES 2

19 unchanged sentences

4.81 % At maturity Monthly

$ 300 M Unsecured Term Loan

298,708 298,288 1/28 SOFR + 1.04 %

5.59 % At maturity Monthly

Senior Notes due 2025 249,868 249,484 5/25 3.88 % 4.12 % At maturity Semi-annual

Senior Notes due 2025 7

— 249,868 5/25 3.88 % 4.12 % At maturity Semi-annual

Senior Notes due 2026 595,026 586,824 8/26 3.50 % 4.94 % At maturity Semi-annual

13 unchanged sentences

1 Balance is presented net of discounts and issuance costs and inclusive of premiums, where applicable.

2 As of December 31, 2024, the Company had $ 1.5 billion available to be drawn on its $ 1.5 billion Unsecured Credit Facility.

3 In 2024, the Company repaid the $ 350 million Unsecured Term Loan and recognized approximately $ 0.2 million of accelerated amortization expense included in the loss on extinguishment of debt.

4 In April 2024, the Company exercised its option to extend the maturity date for one year to May 2025 for a fee of approximately $ 0.3 million.

On January 7, 2025 the company made a partial repayment of $ 25 million on the initial $ 200 million Unsecured Term Loan.

5 On January 14, 2025, the company made a partial repayment of $ 10 million on the initial $ 300 million Unsecured Term Loan.

The Company’s various debt agreements contain certain representations, warranties, and financial and other covenants customary in such loan agreements.

2 Maturity date does not include extension options.

3 As of December 31, 2025, the Company had $ 1.4 billion available to be drawn on the Unsecured Credit Facility.

4 In January 2025, the Company repaid $ 25 million of the principal balance.

In July 2025, the Company repaid $ 23.6 million of the principal balance.

In October 2025, the Company repaid the remaining principal balance of $ 151.4 million in full.

5 In July 2025, the Company repaid $ 28.5 million of the principal balance.

On December 17, 2025 , the Company repaid the remaining principal balance of $ 121.5 million in full.

6 In January 2025, the Company repaid $ 10 million of the principal balance.

In July 2025, the Company repaid $ 21.3 million of the principal balance.

In November 2025, the Company repaid the remaining principal balance of $ 268.7 million in full.

7 In May 2025, the Company repaid its Senior Notes due 2025 at maturity consisting of $ 250 million of principal and $ 4.8 million of accrued interest.

The Company’s various debt agreements contain certain representations, warranties, and financial and other covenants customary in such debt agreements.

Among other things, these provisions require the Company to maintain certain financial ratios and impose certain limits on the Company’s ability to incur indebtedness and create liens or encumbrances.

As of December 31, 2025, the Company was in compliance with its financial covenant provisions under its various debt instruments.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, cont.

Unsecured Credit Facility

On July 25, 2025 and as amended on January 9, 2026, the Company entered into the Fifth Amended and Restated Revolving Credit and Term Loan Agreement (the “Unsecured Credit Facility”) with Wells Fargo Bank, National Association, as Administrative Agent;

Wells Fargo Securities, LLC and JPMorgan Chase Bank, N.A.

as Joint Book Runners;

Wells Fargo Securities, LLC, JPMorgan Chase Bank, N.A., PNC Capital Markets LLC, U.S.

Bank National Association, The Bank of Nova Scotia, and BofA Securities, Inc., as Joint Lead Arrangers;

and the other lenders named therein.

The New Credit Facility provides for (i) a $ 1.5 billion unsecured revolving credit facility (the “Revolver”) and (ii) five individual unsecured term loan tranches.

At closing, $ 73.4 million of term loans were repaid.

The OP is the borrower under the Unsecured Credit Facility (in such capacity, the “Borrower”).

A summary of the principal terms of the Unsecured Credit Facility and the Unsecured Credit Facility's effect on the Company's existing revolving credit term loan facilities is as follows:

• The Unsecured Credit Facility replaced the Company's prior revolving credit and term loan facility evidenced by that certain Fourth Amended and Restated Revolving Credit and Term Loan Agreement dated as of July 20, 2022 by and among the Company, the OP, Wells Fargo Bank, National Association, as Administrative Agent, and the other lenders identified therein, as amended (the “Prior Credit Facility”).

All outstanding obligations due under the Prior Credit Facility were reallocated to the lenders under the Unsecured Credit Facility.

• The Company’s $ 1.5 billion Revolver was continued with a maturity extension from October 31, 2025 to July 25, 2029, with two six-month extension options.

The Revolver includes a sublimit of $ 120 million for letters of credit.

• The previously funded $ 200 million term loan was continued with a maturity date of January 31, 2026 and three extension options totaling 16 months.

• The previously funded $ 150 million term loan was continued with a maturity date of June 1, 2026, with two extension options of six months each.

• The previously funded $ 300 million term loan was continued with a maturity date of October 31, 2025, with four extension options totaling 24 months.

• The previously funded $ 200 million term loan was continued with a maturity date of July 20, 2027, with two extension options of 12 months each.

• The previously funded $ 300 million term loan was continued with a maturity date of January 20, 2028, with one extension option of 12 months.

Revolving loans outstanding under the Unsecured Credit Facility bear interest at a floating rate equal to the daily simple Secured Overnight Financing Rate ("SOFR"), term SOFR or base rates, as applicable, plus an applicable margin.

The applicable margin is determined based on the Borrower’s credit ratings and ranges from 0.725 % per annum to 1.40 % per annum (currently 0.84 % per annum).

Term loans outstanding under the Unsecured Credit Facility bear interest at a rate equal to Term SOFR rates plus an applicable margin.

The applicable margin is determined based on the Borrower’s credit ratings and ranges from 0.80 % per annum to 1.60 % per annum (currently 0.94 % or 1.04 % per annum).

In addition, the Borrower pays a facility fee on the Revolver commitments at a rate per annum determined based on the Borrower’s credit ratings and ranging from 0.125 % per annum to 0.30 % per annum (currently 0.20 % per annum).

Except as set forth above, the principal terms of the Unsecured Credit Facility are substantially consistent with the terms of the Prior Credit Facility.

Specifically, the Unsecured Credit Facility contains representations and warranties and affirmative and negative covenants that are customary for facilities of this size and type.

These covenants include, among others:

limitations on the incurrence of additional indebtedness;

limitations on mergers, investments and acquisitions;

limitations on dividends and redemptions of capital stock;

limitations on transactions with affiliates;

and requirements to comply with certain financial covenants, including a maximum consolidated leverage ratio, a maximum consolidated secured leverage ratio, a maximum consolidated unencumbered leverage ratio, a minimum fixed charge coverage ratio and a minimum unsecured coverage ratio.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, cont.

Subsequent Activity

In February 2026, the Company entered into a commercial paper dealer agreement to issue short-term commercial paper notes up to $ 600.0 million, with maturities up to 364 days .

The program is back-stopped by the Unsecured Credit Facility.

The notes will be issued at par less a discount representing an interest factor, or if interest bearing, at par.

The following table summarizes the Company’s aggregate Senior notes principal balance as of December 31, 2025 and 2024.

4 unchanged sentences

Senior notes carrying amount $ 3,263,909 $ 3,469,619

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, cont.

Changes in Debt Structure

On May 1, 2025, the Company repaid its Senior Notes due 2025 at maturity consisting of $ 250 million of principal and $ 4.8 million of accrued interest.

The following table summarizes the Company’s aggregate term loan principal balances as of December 31, 2025 and 2024.

4 unchanged sentences

Term Loans carrying amount $ 498,690 $ 1,148,016

In 2024, the Company repaid the $ 350 million Unsecured Term Loan and recorded approximately $ 0.2 million of accelerated amortization expense included in the loss of extinguishment of debt.

Changes in Debt Structure

During the year ended December 31, 2025, the Company repaid the $ 300 million Unsecured Term Loan due January 2026, the $ 200 million Unsecured Term Loan due January 2026, and the $ 150 million Unsecured Term Loan due June 2026 and recorded approximately $ 0.5 million of accelerated amortization expense included in the loss of extinguishment of debt.

Mortgage Notes Payable

6 unchanged sentences

Mortgage notes payable carrying amount $ 28,824 $ 45,136

Mortgage Activity

On January 6, 2024, the Company repaid in full at maturity a mortgage note payable bearing interest at a rate of 4.77 % per annum with an outstanding principal of $ 11.3 million.

The mortgage note encumbered a 63,012 square foot property in California .

On February 1, 2024, the Company repaid in full at maturity a mortgage note payable bearing interest at a rate of 4.12 % per annum with an outstanding principal of $ 5.6 million.

T he mortgage note encumbered a 40,324 squ are foot property in Georgia .

On September 1, 2024, the Company repaid in full at maturity a mortgage note payable bearing interest at a rate of 4.15 % per annum with an outstanding principal balance of $ 7.0 million.

T he mortgage note encumbered a 64,143 squ are foot property in Minnesota .

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, cont.

The following table details the Company’s mortgage notes payable, with related collateral.

8 unchanged sentences

Life Insurance Co.

13.3 4.13 % 1/24 MOB Monthly/ 10 -yr amort.

Life Insurance Co.

6.8 3.96 % 2/24 MOB Monthly/ 7 -yr amort.

Financial Services 3

9.7 4.32 % 9/24 MOB Monthly/ 10 -yr amort.

Life Insurance Co.

$ 16.5 3.57 % 12/25 MOB,OFC Monthly/ 7 -yr amort.

$ 37.2 $ — $ 15.4

Financial Services 11.5 3.71 % 1/26 MOB Monthly/ 10 -yr amort.

Financial Services 2

11.5 3.71 % 4/26 MOB Monthly/ 10 -yr amort.

Life Insurance Co.

4 unchanged sentences

$ 136.7 $ 28.8 $ 45.1

1 The unamortized portion of the $ 0.8 million premium recorded on this note upon acquisition is included in the balance above.

2 The unamortized portion of the $ 0.2 million premium recorded on this note upon acquisition is included in the balance above.

3 The unamortized portion of the $ 0.1 million premium recorded on this note upon acquisition is included in the balance above.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, cont.

4 The unamortized portion of the $ 0.7 million premium recorded on this note upon acquisition is included in the balance above.

5 The unaccreted portion of the $ 0.3 million discount recorded on this note upon acquisition is included in the balance above.

6 The contractual interest rates for the four outstanding mortgage notes ranged from 3.6 % to 4.5 % as of December 31, 2024.

1 The Company repaid this loan in full in December 2025.

2 In December 2025, the Company extended the maturity date to April 2026.

3 The contractual interest rates for the three outstanding mortgage notes ranged from 3.6 % to 4.5 % as of December 31, 2025.

4 MOB-Medical outpatient building;

27 unchanged sentences

During 2025, 2024, and 2023, such derivatives were used to hedge the variable cash flows associated with existing variable-rate debt.

For derivatives designated and that qualify as cash flow hedges of interest rate risk, the gain or loss on the derivative is recorded in accumulated other comprehensive income (loss) and subsequently reclassified into interest expense in the same period(s) during which the hedged transaction affects earnings.

Amounts reported in accumulated other comprehensive income (loss) related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s variable-rate debt.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, cont.

the same period(s) during which the hedged transaction affects earnings.

Amounts reported in accumulated other comprehensive income (loss) related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s variable-rate debt.

During the year ended December 31, 2025, the Company reclassified $ 4.3 million of AOCI into "Interest and other (expense) income, net" on the Company's Consolidated Statements of Operations related to ineffective hedged transactions on eight interest rate swaps, which were previously designated as cash flow hedges of interest rate risk, due to debt repayments.

The Company terminated interest rate swaps with notional values totaling $ 575 million, in connection with the repayment of the $ 300 million Unsecured Term Loan due January 2026, the $ 200 million Unsecured Term Loan due January 2026, and the $ 150 million Unsecured Term Loan due June 2026.

The Company paid $ 4.3 million related to the termination of interest rate swaps due to debt repayments, which is included in financing activities on the Company's Consolidated Statements of Cashflows.

As of December 31, 2025, the Company had interest rate derivatives that were designated as cash flow hedges of interest rate risk.

2 unchanged sentences

EXPIRATION DECEMBER 31, 2025 EXPIRATION DECEMBER 31, 2024

January 2024 $ 200,000 1.21 %

May 2026 $ 100,000 2.15 % May 2026 $ 275,000 3.74 %

10 unchanged sentences

Interest rate swaps 2019 Other Assets $ 488 Other Assets $ 2,493

Interest rate swaps 2022 Other Assets 2,250

Interest rate swaps 2022 Other Assets — Other Assets 2,250

Interest rate swaps 2022 Other Liabilities ( 3,928 ) Other Liabilities ( 853 )

2 unchanged sentences

Total derivatives designated as hedging instruments $ ( 3,440 ) $ 1,101

Tabular Disclosure of the Effect of Fair Value and Cash Flow Hedge Accounting on Accumulated Other Comprehensive

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, cont.

T abular Disclosure of the Effect of Fair Value and Cash Flow Hedge Accounting on Accumulated Other Comprehensive

Income (Loss)

11 unchanged sentences

Settled interest rate swaps ( 2,571 ) — Interest expense ( 656 ) 168

Settled interest rate swaps — — Other expense 4,301 —

Total $ ( 5,102 ) $ 22,809 Total $ 1,043 $ ( 13,137 )

The Company estimates that an additional $ 1.4 million will be reclassified from accumulated other comprehensive loss as a net decrease to interest expense over the next 12 months.

The Company estimates that an additiona l $ 2.4 million will be reclassified from AOCI as a net increase to interest expense over the next 12 months.

Tabular Disclosure Offsetting Derivatives

2 unchanged sentences

The tabular disclosure of fair value provides the location that derivative liabilities are presented on the Company's Consolidated Balance Sheets .

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, cont.

Offsetting of Derivative Assets

23 unchanged sentences

As of December 31, 2025, the Company has not posted any collateral related to these agreements and was not in breach of any agreement provisions.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, cont.

Stockholders’ Equity

8 unchanged sentences

Balance, end of year 351,603,138 350,532,006 380,964,433

At-The-Market Equity Offering Program

On December 17, 2025, the Company renewed its ATM equity offering program to sell shares of the Company's common stock from time to time in at-the-market sales transactions.

The Company entered into equity distribution agreements with various sales agents having an aggregate offering price of up to $ 1.0 billion.

As of December 31, 2025, there has been no activity under the program.

Dividends Declared

During 2024, the Company declared and paid common stock dividends aggregating $ 1.24 per share ($ 0.31 per share per quarter).

On February 18, 2025, the Company declared a quarterly common stock dividend in the amount of $ 0.31 per share payable on March 19, 2025, to stockholders of record on March 3, 2025.

Authorization to Repurchase Common Stock

During 2024, the Company repurchased 30.8 million shares of its common stock at an average price of $ 16.56 per share for a total of $ 509.8 million.

As of December 31, 2024, the Company had $ 237.0 million of authorized share repurchases remaining.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, cont.

During 2025, the Company declared and paid common stock dividends aggregating $ 1.10 per share ($ 0.31 per share for the first and second quarter and $ 0.24 per share for the third and fourth quarter).

On February 12, 2026, the Company declared a quarterly common stock dividend in the amount of $ 0.24 per share payable on March 11 , 2026, to stockholders of record on February 24, 2026.

Common Stock Repurchases

On October 28, 2025, the Company's Board of Directors authorized the repurchase of up to $ 500.0 million of outstanding shares of the Company's common stock, superseding the previous $ 300.0 million stock repurchase authorization.

The stock repurchase authorization expires on October 27, 2026, and the Company may suspend or terminate repurchases at any time without prior notice.

Under the Maryland General Corporation Law, outstanding shares of common stock acquired by a corporation become authorized but unissued shares, which may be re-issued.

As of December 31, 2025, the Company had $ 500.0 million remaining under its current share repurchase authorization.

Subsequent Activity

In January 2026, the Company repurchased 2.9 million shares of its common stock at an average price of $ 17.27 per share for a total of $ 50.0 million resulting in $ 450.0 million remaining under its current share repurchase authorization.

Accumulated Other Comprehensive (Loss) Income

9 unchanged sentences

The following table represents the details regarding the reclassifications from accumulated other comprehensive (loss) income during the year ended December 31, 2025 (dollars in thousands):

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, cont.

DETAILS ABOUT ACCUMULATED OTHER COMPREHENSIVE

4 unchanged sentences

Amounts reclassified from accumulated other comprehensive income (loss) related to settled interest rate swaps $ ( 229 ) Interest Expense

Amounts reclassified from accumulated other comprehensive income (loss) related to settled interest rate swaps 4,301 Interest and other (expense) income, net

Amounts reclassified from accumulated other comprehensive income (loss) related to current interest rate swaps ( 3,029 ) Interest Expense

3 unchanged sentences

options, stock appreciation rights, restricted stock, restricted or deferred stock units, performance awards, dividend equivalents, or other stock-based awards, including units in the OP.

The Incentive Plan replaced the Legacy HR Incentive Plan as of the Merger date.

Unvested awards under the Legacy HR Incentive Plan were assumed according to their existing terms by the Company in connection with the Merger.

As of the Merger date, 9,647,839 share-based awards were available for grant under the Incentive Plan.

As of December 31, 2025 and 2024, the Company had share-based awards available for grant under the Incentive Plan of 3,979,387 and 6,140,496 shares, respectively.

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Compensation expense, included in general and administrative expense, recognized during the years ended December 31, 2025, 2024 and 2023 from the amortization of the value of shares over the vesting period issued to employees and directors was $ 22.4 million, $ 31.8 million and $ 14.6 million, respectively.

In 2024, the Company accelerated the amortization of certain outstanding awards, including in connection with the termination without cause of its CEO and CFO, totaling $ 17.8 million.

Included in these amounts for 2025 and 2024, is accelerated amortization of awards in connection with the termination without cause of certain of the Company's officers totaling $ 8.8 million and $ 17.8 million, respectively.

The following table represents expected amortization of the Company's non-vested shares issued as of December 31, 2025:

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2030 and thereafter 0.3

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, cont.

Executive Incentive Plan

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Under the terms of the Executive Incentive Plan, the Company's named executive officers and certain other members of senior management may earn incentive awards in the form of cash, non-vested stock, restricted stock units ("RSUs"), and units in the OP ("OP Units").

For 2024, 2023 and 2022, compensation expense, included in general and administrative expense, resulting from the amortization of the Executive Incentive Plan non-vested share, RSU, and OP Unit grants to officers was approximately $ 16.8 million, $ 9.0 million, and $ 9.8 million, respectively.

In 2024, the Company accelerated the amortization of certain outstanding non-vested stock and RSU awards, including in connection with the termination without cause of its CEO and CFO, totaling $ 8.5 million.

For 2025, 2024 and 2023, compensation expense, included in general and administrative expense, resulting from the amortization of the Executive Incentive Plan non-vested shares and RSU grants to officers was approximately $ 15.1 million, $ 16.8 million, and $ 9.0 million, respectively.

Included in these amounts for 2025 and 2024, is accelerated amortization of outstanding non-vested stock and RSU awards in connection with the termination without cause of certain of the Company's officers totaling $ 6.0 million and $ 8.5 million, respectively.

Details of equity awards that have been issued under this plan are as follows:

• During the first quarter of 2024, the Company granted non-vested stock awards to its named executive officers and other members of senior management with an aggregate grant date fair value of $ 4.3 million, which consisted of an aggregate of 283,320 non-vested shares with a vesting period of five years .

• During the second quarter of 2024, the Company granted non-vested stock to other members of senior management with an aggregate grant date fair value of $ 0.1 million, which consisted of an aggregate of 9,350 non-vested shares with a vesting period of five years .

• On February 13, 2024, the Company granted an aggregate of 208,055 RSUs to members of senior management, with an aggregate grant date fair value of $ 3.5 million.

These awards are subject to a three-year performance period and if the performance criteria is met, the awards are then subject to employment for two additional years with ratable vesting of 50 % in year four and 50 % in year five.

The expense will be recognized on the straight-line basis over the five-year vesting period.

◦ Approximately 36 % of the RSUs vest based on relative total shareholder return ("TSR") and were valued using independent specialists.

The Company utilized a Monte Carlo simulation to calculate the weighted average grant date fair value of $ 19.10 for the relative TSR component for the February grants using the following assumptions:

Restricted Stock

• During the first quarter of 2025, the Company granted non-vested stock awards to its named executive officers and other members of senior management with an aggregate grant date fair value of $ 6.9 million,

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, cont.

which consisted of an aggregate of 414,611 non-vested shares of common stock with a three-year vesting period.

• During the second quarter of 2025, the Company granted non-vested stock awards to its named executive officers and other members of senior management with an aggregate grant date fair value of $ 7.8 million, which consisted of an aggregate of 499,323 non-vested shares of common stock with vesting periods ranging from three to four years .

• During the third quarter of 2025, the Company granted non-vested stock awards to members of its senior management with an aggregate grant date fair value of $ 0.5 million, which consisted of an aggregate of 27,946 non-vested shares of common stock with a three-year vesting period.

• During the fourth quarter of 2025, the Company granted non-vested stock awards to members of its senior management with an aggregate grant date fair value of $ 0.5 million, which consisted of an aggregate of 24,482 non-vested shares of common stock with an approximate two-year vesting period.

Restricted Stock Units

• On February 11, 2025, the Company granted an aggregate of 275,735 RSUs to members of senior management, subject to a three-year performance period, with an aggregate grant date fair value of $ 5.4 million.

• During the second quarter of 2025 , the Company granted an aggregate of 16,038 RSUs to members of senior management, subject to a three-year performance period, with an aggregate grant date fair value of $ 0.3 million.

The RSUs vest based on relative total shareholder return ("TSR") performance and were valued using independent specialists.

The Company utilized a Monte Carlo simulation to calculate the weighted average grant date fair value of $ 19.47 for the RSU grants using the following assumptions:

Volatility 28.0 %

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Stock price (per share) $ 16.17

▪ The remaining 64 % of the RSU awards are subject to certain operating performance conditions.

With respect to the operating performance conditions of the February 2024 grants, the grant date fair value was $ 15.22 based on the Company's share price on the date of grant.

The Company records amortization expense based on the probability of achieving certain operating performance conditions, which is evaluated throughout the performance period.

▪ The combined weighted average grant date fair value of the February 2024 RSUs was $ 16.61 per share.

◦ On April 30, 2024, the Company granted an aggregate of 21,816 RSUs to members of senior management, with an aggregate grant date fair value of $ 0.3 million.

The expense will be recognized on the straight-line basis over the five-year vesting period.

• Approximately 36 % of the RSUs vest based on relative TSR and were valued using independent specialists.

The Company utilized a Monte Carlo simulation to calculate the weighted average grant date fair value of $ 14.94 for the relative TSR component for the April grants using the following assumptions:

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, cont.

LTIP Series C Units

On February 11, 2025, the Company granted an aggregate of 166,976 LTIP-C units in the OP to its named executive officers subject to a three-year performance period with an aggregate grant date fair value of $ 1.6 million.

The LTIP-C units in the OP vest based on relative TSR performance and were valued using independent specialists.

The Company utilized a Monte Carlo simulation to calculate the weighted average grant date fair value of $ 9.88 for the February 2025 grant using the following assumptions:

Volatility 28.0 %

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Stock price (per share) $ 16.17

◦ The remaining 64 % of the RSU awards are subject to certain operating performance conditions.

With respect to the operating performance conditions of the April 2024 grants, the grant date fair value was $ 14.23 based on the Company's share price on the date of grant.

The Company records amortization expense based on the probability of achieving certain operating performance conditions, which is evaluated throughout the performance period.

◦ The combined weighted average grant date fair value of the April 2024 RSUs was $ 14.48 per share.

LTIP Series C Units

On February 13, 2024, the Company granted an aggregate of 906,044 LTIP Series C units ("LTIP-C units) in the OP to its named executive officers with an aggregate grant date fair value of $ 7.5 million.

LTIP-C units are granted notionally at the maximum value of the award.

These awards are subject to a three-year performance period and if the performance criteria is met, the awards are then subject to two additional years of employment with ratable vesting of 50 % in year four and 50 % in year five.

The expense will be recognized on the straight-line basis over the five-year vesting period.

• Approximately 36 % of the LTIP-C units vest based on relative TSR and were valued using independent specialists.

The Company utilized a Monte Carlo simulation to calculate the weighted average grant date fair value of $ 9.62 for the relative TSR component for the February 2024 grant using the following assumptions:

The Company records amortization expense based on the Monte Carlo simulation throughout the performance period.

On April 15, 2025, the Company granted 347,770 LTIP-C units in the OP to its newly appointed Chief Executive Officer subject to a three-year performance period with an aggregate grant date fair value of $ 3.4 million.

The LTIP-C units in the OP vest based on relative TSR performance and were valued using independent specialists.

The Company utilized a Monte Carlo simulation to calculate the weighted average grant date fair value of $ 9.83 for the April 2025 grant using the following assumptions:

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, cont.

Volatility 27.0 %

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Stock price (per share) $ 15.70

• The remaining 64 % of the LTIP-C units vest based upon certain operating performance conditions.

With respect to the operating performance conditions of the February 13, 2024 grant, the grant date fair value was $ 15.22 based on the Company's share price on the date of grant.

The Company records amortization expense based on the probability of achieving certain operating performance conditions, which is evaluated throughout the performance period.

• The combined weighted average grant date fair value of the February 2024 LTIP-C units was $ 13.22 per share.

The Company records amortization expense based on the Monte Carlo simulation throughout the performance period.

For 2025, compensation expense resulting from the amortization of LTIP-C units awarded to officers was approximately $ 2.6 million.

The Company accelerated the amortization of certain outstanding LTIP-C awards, including in connection with the termination without cause of its CEO and CFO, totaling $ 7.2 million.

The Company accelerated the amortization of outstanding LTIP-C awards in connection with the termination without cause of certain of its officers, totaling $ 0.8 million.

Officer Incentive Program

In 2025 the Company granted a performance-based award to certain non-executive officers totaling approximately $ 0.7 million, which was granted in the form of 45,277 non-vested shares.

The shares have vesting periods ranging from three to eight years with a weighted average vesting period of approximately five years .

The shares have vesting periods of three years .

For 2025, 2024 and 2023, compensation expense resulting from the amortization of these non-vested share grants awarded to officers was approximately $ 0.9 million , $ 0.5 million, and $ 0.6 million, respectively.

The Company accelerated the amortization of certain outstanding awards, including in connection with the termination without cause of its CEO and CFO, totaling $ 0.1 million.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, cont.

Salary Deferral Plan

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The directors’ awards typically have a one-year vesting period and are subject to forfeiture prior to such date upon termination of the director’s service, at no cost to the Company.

For each of the years 2024, 2023 and 2022, compensation expense resulting from the amortization of non-vested share-based grants to directors was approximately $ 2.4 million, $ 2.1 million, and $ 1.5 million, respectively.

For 2025, 2024 and 2023, compensation expense resulting from the amortization of non-vested share-based grants to directors was approximately $ 1.9 million, $ 2.4 million, and $ 2.1 million, respectively.

• During the second quarter of 2025, the Company granted non-vested stock awards to certain of its independent directors, with a grant date fair value of $ 1.1 million, which consisted of an aggregate of 72,144 non-vested shares, with a one-year vesting period.

• During the second quarter of 2024, the Company also granted LTIP-D units in the OP to certain of its independent directors, with a grant fair value of $ 0.8 million, which consisted of an aggregate of 45,982 non-vested units, with a one-year vesting period.

The Company granted an aggregate of 51,884 non-vested shares to other members of senior management, with an aggregate grant date fair value of $ 0.9 million and a three-year vesting period.

• During the second quarter of 2025, the Company also granted LTIP Series D units in the OP to certain of its independent directors, with a grant fair value of $ 0.5 million, which consisted of an aggregate of 34,586 non-vested units, with a one-year vesting period.

The Company also issued grants to certain members of senior management resulting in compensation expense for 2025, 2024, and 2023 totaling $ 1.4 million, $ 2.2 million, and $ 0.8 million respectively.

In 2024, the Company granted 69,022 non-vested shares to its interim Chief Executive Officer with a grant date fair value of $ 1.2 million with vesting the earlier of the appointment of a permanent CEO or one-year .

The Company issued one-time non-vested share grants related to executive management transition in 2016.

For 2024, 2023, and 2022, compensation expense resulting from the amortization of these non-vested share grants to officers was approximately $ 2.2 million, $ 0.8 million, and $ 0.8 million.

The Company accelerated the amortization of these outstanding awards, including in connection with the termination without cause of its CEO and CFO, totaling $ 1.6 million.

In 2025, the Company accelerated the amortization of $ 0.9 million.

The Company also issued one-time non-vested share grants related to executive management transition in 2016.

In 2024, the Company accelerated the amortization of these outstanding awards, including in connection with the termination without cause of its CEO and CFO, totaling $ 1.6 million.

The following table represents the summary of non-vested share-based awards (including restricted stock, RSUs, LTIP-C units and LTIP-D units) under the Incentive Plans and related information for the years ended December 31, 2025, 2024, and 2023:

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Dilutive effect of OP Units — — —

Dilutive effect of employee stock purchase plan — — 65,519

Weighted average common shares outstanding - diluted 349,797,750 365,553,056 378,927,871

Net (loss) income $ ( 663,904 ) $ ( 282,083 ) $ 40,693

Net loss $ ( 249,485 ) $ ( 663,904 ) $ ( 282,083 )

Income allocated to participating securities ( 2,217 ) ( 3,122 ) ( 2,504 )

Net loss attributable to non-controlling interest 9,419 3,822 204

Loss attributable to non-controlling interest 3,414 9,419 3,822

Adjustment to loss attributable to non-controlling interest for legally outstanding restricted units ( 193 ) ( 2,798 ) ( 851 )

Net (loss) income applicable to common stockholders - basic $ ( 660,405 ) $ ( 281,616 ) $ 38,460

Net income attributable to OP Units — — 81

Net income applicable to common stockholders - diluted $ ( 660,405 ) $ ( 281,616 ) $ 38,541

Basic earnings per common share - net income $ ( 1.81 ) $ ( 0.74 ) $ 0.15

Diluted earnings per common share - net income $ ( 1.81 ) $ ( 0.74 ) $ 0.15

The effect of OP units convertible into 3,652,553 shares and options to purchase 4,751 sha res under the Company's Employee Stock Purchase Plan for the year ended December 31, 2024 were excluded from the calculation of diluted loss per common share because the effect was anti-dilutive as a result of the loss from continuing operations incurred during the year.

Net loss applicable to common stockholders - basic and diluted $ ( 248,481 ) $ ( 660,405 ) $ ( 281,616 )

Basic earnings per common share - net loss $ ( 0.71 ) $ ( 1.81 ) $ ( 0.74 )

Diluted earnings per common share - net loss $ ( 0.71 ) $ ( 1.81 ) $ ( 0.74 )

The effect of OP Units redeemable for 4,230,433 shares of common stock for the year ended December 31, 2025, was excluded from the calculation of diluted loss per common share because the effect was anti-dilutive as a result of the loss from continuing operations incurred during the year.

Commitments and Contingencies

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The Company’s investments in land held for development totaled approximately $ 57.5 million as of December 31, 2025 and $ 52.4 million as of December 31, 2024.

The current land held for development is located adjacent to certain of the Company's existing medical office buildings in Colorado, Connecticut, Florida, Georgia, Massachusetts, New York, Tennessee, Texas, and Washington.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, cont.

The current land held for development is located adjacent to certain of the Company's existing medical office buildings in Colorado, Connecticut, Florida, Georgia, New York, North Carolina, Tennessee, Texas, and Washington.

Security Deposits and Letters of Credit

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Generally, the Company may, at its discretion and upon notification to the tenant, draw upon these instruments if there are any defaults under the leases.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, cont.

Taxable Income (unaudited)

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Earnings and profits (as defined under the Internal Revenue Code), the current and accumulated amounts of which determine the taxability of distributions to stockholders, vary from net income attributable to common stockholders and taxable income because of different depreciation recovery periods, depreciation methods, and other items.

While Legacy HR was considered the accounting acquirer in the Merger for GAAP purposes, Legacy HR’s separate tax existence ceased with the Merger and Legacy HTA continues as the tax successor.

On a tax basis, the Company’s gross real estate assets totaled approximately $ 10.0 billion, $ 11.1 billion and $ 12.6 billion as of December 31, 2025, 2024 and 2023, respectively.

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As such, no dividends were distributed related to preferred shares for those periods.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, cont.

YEAR ENDED DECEMBER 31,

2024 2023 2022

PER SHARE PER SHARE PER SHARE

Tax Treatment of Dividends Pre-Merger Healthcare Trust of America

Ordinary income 1

$ — $ — $ 0.5862

Return of capital — — 4.0162

Capital gain — — 1.2216

Common stock distributions $ — $ — $ 5.8240

Tax Treatment of Dividends Pre-Merger Healthcare Realty

Ordinary income 1

$ — $ — $ 0.2655

Return of capital — — 0.5555

Capital gain — — —

Common stock distributions $ — $ — $ 0.8210

Tax Treatment of Dividends Post-Merger Healthcare Realty

Dollars in per share amounts 2025 2024 2023

Tax Treatment of Dividends

Ordinary income 1

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Common stock distributions $ 1.1000 $ 1.2400 $ 1.2400

1 Reporting year ordinary income is also Code Section 199A eligible per the The Tax Cut and Jobs Act of 2017.

1 Reporting year ordinary income is also Code Section 199A eligible per The Tax Cut and Jobs Act of 2017 as made permanent by the OBBBA.

State Income Taxes

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State income tax payments, net of refunds and collections $ 1,256 $ 1,787 $ 1,324

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, cont.

Fair Value of Financial Instruments

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• Cash, cash equivalents and restricted cash - The carrying amount approximates fair value (level 1 inputs) due to the short-term maturity of these investments.

• Real estate notes receivabl e - Real estate notes receivable is recorded in other assets on the Company's Condensed Consolidated Balance Sheets.

• Real estate notes receivabl e - Real estate notes receivable is recorded in other assets on the Company's Consolidated Balance Sheets.

Fair value is estimated using cash flow analyses, based on current interest rates for similar types of arrangements using level 2 inputs in the hierarchy.

However, the fair value of one note receivable was determined utilizing the fair value of the receivable's collateral, which was determined based on an executed purchase and sale agreement of the underlying collateral, and therefore was classified as level 1 inputs in the hierarchy.

• Borrowings under the Unsecured Credit Facility and the Term Loans due 2024 and 2026 - The carrying amount approximates fair value because the borrowings are based on variable market interest rates.

However, the fair value of one note receivable at December 31, 2024, was determined utilizing the fair value of the receivable's collateral, which was determined based on an executed purchase and sale agreement of the underlying collateral, and therefore was classified as level 1 inputs in the hierarchy.

• Borrowings under the unsecured credit facility and the Term Loans - The carrying amount approximates fair value because the borrowings are based on variable market interest rates.

• Senior Notes and Mortgage notes payable - The fair value of notes and bonds payable is estimated using cash flow analyses, based on the Company’s current interest rates for similar types of borrowing arrangements.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, cont.

• Interest rate swap agreements - Interest rate swap agreements are recorded in other assets/liabilities on the Company's Consolidated Balance Sheets at fair value.

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1 Level 2 – model-derived valuations in which significant inputs and significant value drivers are observable in active markets.

2 Fair value for senior notes includes accrued interest as of December 31, 2024.

2 Fair value for senior notes includes accrued interest as of December 31, 2025 and December 31, 2024.

Segment Reporting

The Company’s current business strategy with a single reportable segment related to its medical outpatient properties.

Within this portfolio, the Company owns, leases, acquires, invests in joint ventures, manages, finances, develops and redevelops its properties and reports the operating results in the accompanying Consolidated Financial Statements.

The CODM assess performance and allocate resources based on consolidated net income (loss) as reported on the Company's Statements of Operations.

The Company uses net income to monitor expected versus actual results to assess the segment's performance.

The Company is a REIT that owns, leases, acquires, invests in joint ventures, manages, finances, develops and redevelops its medical outpatient properties and reports the operating results in the accompanying Consolidated Financial Statements as one reportable segment.

The CODM assesses performance and allocates resources based on consolidated net income (loss) as reported on the Company's Consolidated Statements of Operations.

The Company uses net income (loss) to monitor expected versus actual results to assess the segment's performance.

The measure of the Company's reportable segment assets is reported on the Company's Consolidated Balance Sheets as total assets.

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Other segment expenses 1

( 118,895 ) ( 128,087 ) ( 106,624 )

Transaction costs ( 2,029 ) ( 3,122 ) ( 2,026 )

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Interest and other (expense) income, net ( 3,555 ) ( 260 ) 1,343

Net (loss) income $ ( 663,904 ) $ ( 282,083 ) $ 40,693

Other segment expenses are primarily related to administrative costs, travel, legal, technology, and insurance.

Net loss $ ( 249,485 ) $ ( 663,904 ) $ ( 282,083 )

O ther segment expenses are primarily related to administrative costs, travel, legal, technology, and insurance.

Related-Party Transactions

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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 8. Financial Statements and Supplementary Data