Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Disclosure Controls and Procedures
The Company maintains disclosure controls and procedures designed to ensure that information required to be disclosed in the Company’s reports under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. These disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that the information required to be disclosed is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, to allow for timely decisions regarding required disclosure.
The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Annual Report on Form 10-K. Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures are effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act.
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Changes in Internal Control over Financial Reporting
There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the year ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Management’s Annual Report on Internal Control Over Financial Reporting
The Company's management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. The Company’s internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025 using the principles and other criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013). Based on that assessment, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2025. The Company’s independent registered public accounting firm, BDO USA, P.C., has also issued an attestation report on the effectiveness of the Company’s internal control over financial reporting included herein.
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Report of
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Stockholders and Board of Directors
Healthcare Realty Trust Incorporated
Nashville, Tennessee
Opinion on Internal Control over Financial Reporting
We have audited Healthcare Realty Trust Incorporated’s (the “Company’s”) internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO criteria”). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheets of the Company as of December 31, 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 and our report dated February 13, 2026 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Item 9A, Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit of internal control over financial reporting in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ BDO USA, P.C.
Nashville, Tennessee
February 13, 2026
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Item 9B. Other Information
During the year ended December 31, 2025 , no director or officer of the Company adopted or terminated a "Rule 10b5-1 trading agreement" or "non-Rule 10b5-1 trading agreement," as each term is defined in Item 408(a) of Regulation S-K.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance
Directors
Information with respect to the Company’s directors, set forth in the Company’s Proxy Statement relating to the Annual Meeting of Shareholders to be held on May 19, 2026, under the caption “Election of Directors,” is incorporated herein by reference.
Executive Officers
The executive officers of the Company are:
NAME AGE POSITION
Peter A. Scott 46 President and Chief Executive Officer
Daniel Gabbay 46 Executive Vice President and Chief Financial Officer
Andrew E. Loope 57 Executive Vice President, General Counsel and Secretary
Ryan E. Crowley 43 Executive Vice President and Chief Investment Officer
Robert E. Hull 53 Executive Vice President and Chief Operating Officer
Mr. Scott was appointed President and Chief Executive Officer effective April 15, 2025. He was elected to the board of directors of the Company on May 20, 2025. Prior to joining the Company, Mr. Scott was Chief Financial Officer of Healthpeak Properties, Inc. since February 2017. From 2014 to 2017, he served as a Managing Director in the Real Estate Investment Banking Group at Barclays. From 2002 to 2014, he served in various positions of increasing responsibility at various financial services firms.
Mr. Gabbay was appointed as Executive Vice President and Chief Financial Officer effective January 12, 2026. Prior to joining the Company and since 2024 he served as a Managing Director in the Real Estate Investment Banking Group of RBC Capital Markets (“RBC”), with primary coverage responsibility of the healthcare REIT sector. Prior to joining RBC, he served as a Managing Director in the Real Estate Investment Banking Group at Barclays. He began his career at Lehman Brothers in 2001.
Mr. Loope was appointed as Executive Vice President, General Counsel, and Secretary effective January 1, 2025, after serving as Senior Vice President, Corporate Counsel, and Secretary. Prior to joining the Company in 2008, Mr. Loope was an attorney in the corporate and securities group of the law firm Waller Lansden Dortch & Davis, LLP (now Holland & Knight LLP) in Nashville, Tennessee.
Mr. Crowley was appointed as Executive Vice President and Chief Investment Officer effective October 1, 2024 and has been employed by the Company since 2006. He served as Senior Vice President, Investments from November 2021 until September 30, 2024. Prior to that, he served as First Vice President, Investments.
Mr. Hull was appointed Executive Vice President and Chief Operating Officer effective October 1, 2024 and has been employed by the company since 2004. He Served as Executive Vice President - Investments from January 1, 2017 until September 30, 2024. He served as Senior Vice President - Investments from March 2011 until January 2017, managing the Company's development and acquisition activity. Prior to that, Mr. Hull served in various capacities on the Company's investments team. Before joining the Company, Mr. Hull worked in the senior living and commercial banking industries.
Code of Ethics
The Company has adopted a Code of Business Conduct and Ethics (the “Code of Ethics”) that applies to its principal executive officer, principal financial officer, principal accounting officer and controller, or persons performing similar functions, as well as all directors, officers and employees of the Company. The Code of Ethics is posted on the Company’s website ( www.healthcarerealty.com ) and is available in print free of charge to any stockholder who requests a copy. Interested parties may address a written request for a printed copy of the Code of Ethics to: Investor Relations, Healthcare Realty Trust Incorporated, 3310 West End Avenue, Suite 700, Nashville, Tennessee 37203. The Company intends to satisfy the disclosure requirement regarding any amendment to, or a waiver of, a provision of the
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Code of Ethics for the Company’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions by posting such information on the Company’s website.
Insider Trading Policy
The Company has adopted an insider trading policy governing the buying, selling, or other transfers of its securities by its directors, officers, and employees that the Company believes is reasonably designed to promote compliance with federal and state securities laws and any listing standards applicable to the Company. It is the Company’s policy to comply with all applicable securities laws and regulations (including appropriate approvals by the Company’s board of directors, if required) when engaging in transactions in the Company’s securities.
Section 16(a) Compliance
Information with respect to compliance with Section 16(a) of the Exchange Act set forth in the Company’s Proxy Statement relating to the Annual Meeting of Shareholders to be held on May 19, 2026, under the caption “Security Ownership of Certain Beneficial Owners and Management – Delinquent Section 16(a) Reports,” is incorporated herein by reference.
Stockholder Recommendation of Director Candidates
Information with respect to the Company’s policy relating to stockholder recommendations of director candidates is set forth in the Company’s Proxy Statement relating to the Annual Meeting of Stockholders to be held on May 19, 2026, under the caption “Stockholder Recommendation or Nomination of Director Candidates,” and is incorporated herein by reference.
Audit Committee
Information relating to the Company’s Audit Committee, its members and the Audit Committee’s financial experts, set forth in the Company’s Proxy Statement relating to the Annual Meeting of Shareholders to be held on May 19, 2026, under the caption “Committee Membership,” is incorporated herein by reference.
Item 11. Executive Compensation
Information relating to executive compensation, set forth in the Company’s Proxy Statement relating to the Annual Meeting of Shareholders to be held on May 19, 2026, under the captions “Compensation Discussion and Analysis,” “Executive Compensation,” “Compensation Committee Interlocks and Insider Participation,” “Compensation Committee Report” and “Director Compensation,” is incorporated herein by reference, except with respect to the disclosure under the heading "Executive Compensation - Pay Versus Performance."
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Information relating to the security ownership of management and certain beneficial owners, set forth in the Company’s Proxy Statement relating to the Annual Meeting of Shareholders to be held on May 19, 2026 under the caption “Security Ownership of Certain Beneficial Owners and Management,” is incorporated herein by reference.
Information relating to securities authorized for issuance under the Company’s equity compensation plans, set forth in Item 5 of this report under the caption “Equity Compensation Plan Information,” is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence
Information relating to certain relationships and related transactions, and director independence, set forth in the Company’s Proxy Statement relating to the Annual Meeting of Shareholders to be held on May 19, 2026 under the
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captions “Certain Relationships and Related Transactions” and “Corporate Governance – Independence of Directors,” is incorporated herein by reference.
Item 14. Principal Accountant Fees and Services
Our independent registered public accounting firm is BDO USA, P.C. , Nashville, TN , PCAOB ID# 243 .
Information relating to the fees paid to the Company’s accountants, set forth in the Company’s Proxy Statement relating to the Annual Meeting of Shareholders to be held on May 19, 2026, under the caption “Ratification of Appointment of Independent Registered Public Accounting Firm,” is incorporated herein by reference.
Item 15. Exhibits and Financial Statement Schedules
Index to Historical Financial Statements, Financial Statement Schedules and Exhibits
1. Financial Statements
The following financial statements of Healthcare Realty Trust Incorporated are included in Item 8 of this Annual Report on Form 10-K.
• Consolidated Balance Sheets – December 31, 2025 and December 31, 2024.
• Consolidated Statements of Operations for the years ended December 31, 2025, December 31, 2024 and December 31, 2023.
• Consolidated Statements of Comprehensive Loss for the years ended December 31, 2025, December 31, 2024 and December 31, 2023.
• Consolidated Statements of Equity and Redeemable Non-Controlling Interests for the years ended December 31, 2025, December 31, 2024 and December 31, 2023.
• Consolidated Statements of Cash Flows for the years ended December 31, 2025, December 31, 2024 and December 31, 2023.
• Notes to Consolidated Financial Statements.
2. Financial Statement Schedules
Schedule II — Valuation and Qualifying Accounts for the years ended December 31, 2025, 2024, and 2023 102
Schedule III — Real Estate and Accumulated Depreciation as of December 31, 2025, 2024, and 2023 103
Schedule IV — Mortgage Loans on Real Estate Assets as of December 31, 2025, 2024, and 2023 105
All other schedules are omitted because they are either not applicable, not required, or because the information is included in the consolidated financial statements or notes thereto.
3. Exhibits
EXHIBIT NUMBER DESCRIPTION OF EXHIBITS
3.1 Fifth Articles of Amendment and Restatement of the Company, as amended . 1
3.2 Fourth Amended and Restated Bylaws of the Company . 2
3.3 Certificate of Limited Partnership of Healthcare Realty Holdings, L.P., as amended. 4
3.4 Second Amended and Restated Agreement of Limited Partnership of Healthcare Realty Holdings, L . P. 4
4.1 Description of Registrant's securities registered pursuant to Section 12 of the Securities Exchange Act of 1934. 3
4.2 2026 Notes Indenture, dated as of July 12, 2016 among Healthcare Trust of America Holdings, LP (now Healthcare Realty Holdings, L.P.), Healthcare Trust of America, Inc. (now Healthcare Realty Trust Incorporated), and U.S. Bank National Association, as trustee, including the form of 3.50% Senior Notes due 2026 and the guarantee thereof. 5
4.3 2027 Notes Indenture, dated as of June 8, 2017 among Healthcare Trust of America Holdings, LP (now Healthcare Realty Holdings, L.P.), Healthcare Trust of America, Inc. (now Healthcare Realty Trust Incorporated), and U.S. Bank National Association, as trustee, including the form of 3.75% Senior Notes due 2027 and the guarantee thereof. 6
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4.4 2030 Notes Indenture, dated as of September 16, 2019 among Healthcare Trust of America Holdings, LP (now Healthcare Realty Holdings, L.P.), Healthcare Trust of America, Inc. (now Healthcare Realty Trust Incorporated), and U.S. Bank National Association, as trustee, including the form of 3.10% Senior Notes due 2030 and the guarantee thereof. 7
4.5 2031 Notes Indenture, dated as of September 28, 2020 among Healthcare Trust of America Holdings, LP (now Healthcare Realty Holdings, L.P.), Healthcare Trust of America, Inc. (now Healthcare Realty Trust Incorporated), and U.S. Bank National Association, as trustee, including the form of 2.00% Senior Notes due 2031 and the guarantee thereof. 8
4.6 Indenture, dated as of July 22, 2022, by and among Healthcare Realty Holdings, L.P., Healthcare Realty Trust Incorporated, and U.S. Bank Trust Company, National Association. 4
4.7 Supplemental Indenture No. 1, dated as of July 22, 2022, by and among Healthcare Realty Holdings, L.P., Healthcare Realty Trust Incorporated, and U.S. Bank Trust Company, National Association. 4
4.8 Supplemental Indenture No. 2, dated as of July 22, 2022, by and among Healthcare Realty Holdings, L.P., Healthcare Realty Trust Incorporated, and U.S. Bank Trust Company, National Association. 4
4.9 Supplemental Indenture No. 3, dated as of July 22, 2022, by and among Healthcare Realty Holdings, L.P., Healthcare Realty Trust Incorporated, and U.S. Bank Trust Company, National Association. 4
4.10 Supplemental Indenture No. 4, dated as of July 22, 2022, by and among Healthcare Realty Holdings, L.P., Healthcare Realty Trust Incorporated, and U.S. Bank Trust Company, National Association. 4
4.11 Tenth Supplemental Indenture, dated as of July 22, 2022, by and between HRTI, LLC and Truist Bank. 4
4.12 3.875% Senior Notes due 2025. 4
4.13 3.625% Senior Notes due 2028 (No. 2028-1). 4
4.14 3.625% Senior Notes due 2028 (No. 2028-2). 4
4.15 2.400% Senior Notes due 2030 (No. 2030-1). 4
4.16 2.400% Senior Notes due 2030 (No. 2030-2). 4
4.17 2.050% Senior Notes due 2031. 4
4.18 Guarantee of 2025 Note. 4
4.19 Guarantee of 2028 Note. 4
4.20 Guarantee of 2030 Note. 4
4.21 Guarantee of 2031 Note. 4
10.1 Fourth Amended and Restated Revolving Credit and Term Loan Agreement, dated as of July 20, 2022, by and among Healthcare Trust of America Holdings, LP (now known as Healthcare Realty Holdings, L.P.), Healthcare Trust of America, Inc. (now known as Healthcare Realty Trust Incorporated), the lenders named therein, and Wells Fargo Bank, National Association. 4
10.2 Amended and Restated Employment Agreement, dated January 1, 2017, between Robert E. Hull and Healthcare Realty Trust Incorporated (now known as HRTI, LLC). 9
10.3 Amendment No. 1 to Amended and Restated Employment Agreement, dated February 12, 2020, between Robert E. Hull and Healthcare Realty Trust Incorporated (now known as HRTI, LLC) . 10
10.4 Amendment No. 2 to Amended and Restated Employment Agreement, dated February 18, 2022, between Robert E. Hull and Healthcare Realty Trust Incorporated (now known as HRTI, LLC) . 11
10.5 Amended and Restated Employment Agreement , dated July 1, 2021, between Julie F. Wilson and Healthcare Realty Trust Incorporated (now known as HRTI, LLC) . 13
10.6 Executive Incentive Program, dated August 1, 2022. 14
10.7 Form of LTIP Award Agreement (Executive Version). 15
10.8 Form of LTIP Award Agreement (Director Version). 15
10.9 Form of Indemnification Agreement for Directors. 16
10.10 Form of Restricted Stock Award Certificate. 17
10.11 The Company's Amended and Restated 2006 Incentive Plan, dated April 29, 2021. 18
10.12 Form of LTIP Award Agreement. 19
10.13 Amendment No. 3 to Amended and Restated Employment Agreement, dated October 1, 2024, between Robert E. Hull and Healthcare Realty Trust Incorporated . 20
10.14 Amendment No. 1 to Amended and Restated Employment Agreement, dated October 1, 2024, between Julie F. Wilson and Healthcare Realty Trust Incorporated . 20
10.15 Amended and Restated Employment Agreement, dated October 1, 2024, between Ryan E. Crowley and Healthcare Realty Trust Incorporated . 20
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10.16 Letter Agreement dated December 8, 2024, between Constance B. Moore and Healthcare Realty Trust Incorporated . 21
10.17 Amended and Restated Employment Agreement, dated December 8, 2024, between Austen B. Helfrich and Healthcare Realty Trust Incorporated . 22
10.18 Amended and Restated Employment Agreement, dated December 8, 2024, between Andrew E. Loope and Healthcare Realty Trust Incorporated . 22
10.19 Agreement dated as of December 8, 2024 by and among Healthcare Realty Trust Incorporated and Starboard Value LP and certain of its affiliated entities and natural persons named therein. 22
10.20 Employment Agreement, dated April 1, 2025 and effective as of April 15, 2025, between Peter A. Scott and Healthcare Realty Trust Incorporated. 2 5
10.21 First Amendment to Fourth Amended and Restated Revolving Credit and Term Loan Agreement, dated as of April 4, 2025, by and among Healthcare Realty Holdings, L.P., as borrower, Healthcare Realty Trust Incorporated, as parent, Wells Fargo Bank, National Association, as administrative agent, the other lenders named therein and the other parties thereto . 2 5
10.22 Fifth Amended and Restated Credit and Term Loan Agreement, dated as of July 25, 2025, by and among Healthcare Realty Holdings, L.P., as borrower, Healthcare Realty Trust Incorporated, as parent, Wells Fargo Bank, National Association, as administrative agent, the other lenders named therein and the other parties thereto. 26
10.23 First Amendment to the Fifth Amended and Restated Credit and Term Loan Agreement, dated as of January 9, 2026, by and among Healthcare Realty Holdings, L.P., as borrower, Healthcare Realty Trust Incorporated, as parent. Wells Fargo Bank, National Association, as administrative agent, the other lenders named therein and the other parties thereto. (filed herewith)
10.24 Employment Agreement, dated January 7, 2026 and effective as of January 12, 2026, between Daniel Gabbay and Healthcare Realty Trust Incorporated. (filed herewith)
19 Insider Trading Policy. 2 4
21
Subsidiaries of the Registrant. (filed herewith)
22 Subsidiary Issuers of Guaranteed Securities. (filed herewith)
23
Consent of BDO USA, P.C. , independent registered public accounting firm. (filed herewith)
31.1
Certification of the Chief Executive Officer of the Company pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (filed herewith)
31.2
Certification of the Chief Financial Officer of the Company pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (filed herewith)
32
Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (filed herewith)
97 Healthcare Realty Policy for the Recovery of Erroneously Awarded Compensation . 23
101.INS
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XBRL Taxonomy Extension Schema Document. (filed herewith)
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XBRL Taxonomy Extension Calculation Linkbase Document. (filed herewith)
101.LAB
XBRL Taxonomy Extension Labels Linkbase Document. (filed herewith)
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document. (filed herewith)
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document. (filed herewith)
104 Cover Page Interactive Data File (formatted as Inline XBRL document and contained in Exhibit 101).
1 Filed as an exhibit to the Company's (File No. 001-35568) Form 10-Q for the quarter ended June 30, 2023 filed with the SEC on August 8, 2023 and hereby incorporated by reference.
2 Filed as an exhibit to the Company's (File No. 001-35568) Form 8-K filed with the SEC on April 29, 2020 and hereby incorporated by reference.
3 Filed as an exhibit to the Company's (File No. 001-35568) Registration Statement on Form S-3 (Registration No. 333-273784) filed with the SEC on August 8, 2023 and hereby incorporated by reference.
4 Filed as an exhibit to the Company's (File No. 001-35568) Form 8-K filed with the SEC on July 26, 2022 and hereby incorporated by reference.
5 Filed as an exhibit to the Company's (File No. 001-35568) Form 8-K filed with the SEC on July 12, 2016 and hereby incorporated by reference.
6 Filed as an exhibit to the Company's (File No. 001-35568) Form 8-K filed with the SEC on June 13, 2017 and hereby incorporated by reference.
7 Filed as an exhibit to the Company's (File No. 001-35568) Form 8-K filed with the SEC on September 16, 2019 and hereby incorporated by reference.
8 Filed as an exhibit to the Company's (File No. 001-35568) Form 8-K filed with the SEC on September 28, 2020 and hereby incorporated by reference.
9 Filed as an exhibit to Legacy HR's (File No. 001-11852) Form 10-K for the year ended December 31, 2015 filed with the SEC on February 16, 2016 and hereby incorporated by reference.
10 Filed as an exhibit to Legacy HR's (File No. 001-11852) Form 10-K for the year ended December 31, 2019 filed with the SEC on February 12, 2020 and hereby incorporated by reference.
98
11 Filed as an exhibit to Legacy HR's (File No. 001-11852) Form 10-K for the year ended December 31, 2021 filed with the SEC on February 22, 2022 and hereby incorporated by reference.
12 Filed as an exhibit to Legacy HR's (File No. 001-11852) Form 8-K filed with the SEC on February 2, 2016 and hereby incorporated by reference.
13 Filed as an exhibit to Legacy HR's (File No. 001-11852) Form 10-Q for the quarter ended June 30, 2021 filed with the SEC on August 4, 2021 and hereby incorporated by reference.
14 Filed as an exhibit to the Company's (File No. 001-35568) Form 8-K filed with the SEC on August 5, 2022 and hereby incorporated by reference.
15 Filed as an exhibit to the Company's (File No. 001-35568) Form 8-K filed with the SEC on May 18, 2012 and hereby incorporated by reference.
16 Filed as an exhibit to the Company's (File No. 001-35568) Form 8-K filed with the SEC on December 22, 2010 and hereby incorporated by reference.
17 Filed as an exhibit to the Company's (File No. 001-35568) Form 10-K for the year ended December 31, 2016 filed with the SEC on February 21, 2017 and hereby incorporated by reference.
18 Included as Appendix A to the Company's (File No. 001-35568) Definitive Proxy Statement on Schedule 14A filed with the SEC on April 30, 2021 and hereby incorporated by reference.
19 Filed as an exhibit to the Company's (File No. 001-35568) Form 10-K for the year ended December 31, 2022 filed with the SEC on March 1, 2023 and hereby incorporated by reference.
20 Filed as an exhibit to the Company's (File No. 001-35568) Form 10-Q for the quarter ended September 20, 2024 filed with the SEC on October 30, 2024 and hereby incorporated by reference.
21 Filed as an exhibit to the Company's (File No. 001-35568) Form 8-K/A filed with the SEC on December 9, 2024 and hereby incorporated by reference.
22 Filed as an exhibit to the Company's (File No. 001-35568) Form 8-K filed with the SEC on December 9, 2024 and hereby incorporated by reference.
23 Filed as an exhibit to the Company's (File No. 001-35568) Form 10-K for the year ended December 31, 2023 filed with the SEC on February 16, 2024 and hereby incorporated by reference
24 Filed as an exhibit to the Company's (File No. 001-35568) Form 10-K for the year ended December 31, 2024 filed with the SEC on February 19, 2025 and hereby incorporated by reference.
25 Filed as an exhibit to the Company's (File No. 001-35568) Form 10-Q for the quarter ended March 31, 2025 filed with the SEC on May 1, 2025 and hereby incorporated by reference.
26 Filed as an exhibit to the Company's (File No. 001-35568) Form 8-K filed with the SEC on July 31, 2025, and hereby incorporated by reference.
Executive Compensation Plans and Arrangements
The following is a list of all executive compensation plans and arrangements filed as exhibits to this Annual Report on Form 10-K:
1. Amended and Restated Employment Agreement, dated January 1, 2017, between Robert E. Hull and Healthcare Realty Trust Incorporated (now known as HRTI, LLC) (filed as Exhibit 10.2)
2. Amendment No. 1 to Amended and Restated Employment Agreement, dated February 12, 2020, between Robert E. Hull and Healthcare Realty Trust Incorporated (now known as HRTI, LLC) (filed as Exhibit 10.3)
3. Amendment No. 2 to Amended and Restated Employment Agreement, dated February 22, 2022, between Robert E. Hull and Healthcare Realty Trust Incorporated (now known as HRTI, LLC) (filed as Exhibit 10.4)
4. Amended and Restated Employment Agreement between Healthcare Realty Trust Incorporated (now known as HRTI, LLC) and Julie F. Wilson, dated July 1, 2021 (filed as Exhibit 10.5)
5. Executive Incentive Program, dated August 1, 2022 (filed as Exhibit 10.6)
6. Form of LTIP Award Agreement (Executive Version) (filed as Exhibit 10.7)
7. Form of LTIP Award Agreement (Director Version) (filed as Exhibit 10.8)
8. Form of Restricted Stock Award Certificate (filed as Exhibit 10.10)
9. The Company's Amended and Restated 2006 Incentive Plan, dated April 29, 2021 (filed as Exhibit 10.11)
10. Form of LTIP Award Agreement (filed as Exhibit 10.12)
11. Amendment No. 3 to Amended and Restated Employment Agreement, dated October 1, 2024, between Robert E. Hull and Healthcare Realty Trust Incorporated (filed as Exhibit 10.13)
12. Amendment No. 1 to Amended and Restated Employment Agreement, dated October 1, 2024, between Julie F. Wilson and Healthcare Realty Trust Incorporated (filed as Exhibit 10.14)
13. Amended and Restated Employment Agreement, dated October 1, 2024, between Ryan E. Crowley and Healthcare Realty Trust Incorporated (filed as Exhibit 10.15)
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14. Letter Agreement dated December 8, 2024, between Constance B. Moore and Healthcare Realty Trust Incorporated (filed as Exhibit 10.16)
15. Amended and Restated Employment Agreement, dated December 8, 2024, between Austen B. Helfrich and Healthcare Realty Trust Incorporated (filed as Exhibit 10.17)
16. Amended and Restated Employment Agreement, dated December 8, 2024, between Andrew E. Loope and Healthcare Realty Trust Incorporated (filed as Exhibit 10.18)
17. Employment Agreement, dated as of April 1, 2025 and effective as of April 15, 2025, between Peter A. Scott and Healthcare Realty Trust Incorporated (filed as Exhibit 10.20)
18. Employment Agreement, dated as of January 7, 2026 and effective as of January 12, 2026, between Daniel Gabbay and Healthcare Realty Trust Incorporated (filed herewith)
Item 16. Form 10-K Summary
None.
SIGNATURES AND SCHEDULES
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
HEALTHCARE REALTY TRUST INCORPORATED
By: /s/ PETER A. SCOTT
Peter A. Scott
President, Chief Executive Officer, and Director
February 13, 2026
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
100
SIGNATURE TITLE DATE
/s/ Peter A. Scott President, Chief Executive Officer and Director February 13, 2026
Peter A. Scott (Principal Executive Officer)
/s/ Daniel Gabbay Executive Vice President and Chief Financial Officer February 13, 2026
Daniel Gabbay (Principal Financial Officer)
/s/ Amanda L. Callaway Senior Vice President and Chief Accounting February 13, 2026
Amanda L. Callaway Officer (Principal Accounting Officer)
/s/ Thomas N. Bohjalian Chairman February 13, 2026
Thomas N. Bohjalian
/s/ David B. Henry Director February 13, 2026
David B. Henry
/s/ Jay P. Leupp Director February 13, 2026
Jay P. Leupp
/s/ Constance B. Moore Director February 13, 2026
Constance B. Moore
/s/ Glenn J. Rufrano Director February 13, 2026
Glenn J. Rufrano
/s/ Donald C. Wood Director February 13, 2026
Donald C. Wood
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Schedule II – Valuation and Qualifying Accounts for the years ended December 31, 2025, 2024 and 2023
Dollars in thousands ADDITIONS AND DEDUCTIONS
DESCRIPTION BALANCE
AT BEGINNING OF PERIOD CHARGED/(CREDITED) TO COSTS AND EXPENSES CHARGED
TO OTHER ACCOUNTS UNCOLLECTIBLE ACCOUNTS WRITTEN-OFF BALANCE
AT END OF PERIOD
2025 Accounts receivable allowance $ 9,536 $ 1,322 $ — $ 3,559 $ 7,299
2024 Accounts receivable allowance
$ 8,404 $ 2,094 $ — $ 962 $ 9,536
2023 Accounts receivable allowance
$ 3,954 $ 5,119 $ — $ 669 $ 8,404
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Schedule III – Real Estate and Accumulated Depreciation as of December 31, 2025
Dollars in thousands LAND 1
BUILDINGS, IMPROVEMENTS,
LEASE INTANGIBLES AND CIP 1
MARKET NUMBER OF PROP. INITIAL INVESTMENT COST CAPITALIZED subsequent to acquisition TOTAL INITIAL INVESTMENT 2
COST CAPITALIZED subsequent to acquisition TOTAL 1
PERSONAL PROPERTY 3, 4, 6
TOTAL PROPERTY 1, 4, 6 ACCUMULATED DEPRECIATION 5 ENCUMBRANCES
DATE ACQUIRED DATE CONST.
Dallas, TX 36 $ 59,646 $ 13,383 $ 73,029 $ 704,073 $ 171,987 $ 876,060 $ 541 $ 949,630 $ 225,919 $ — 2003-2023 1979-2025
Seattle, WA 24 39,291 4,021 43,312 456,416 112,140 568,556 695 612,563 210,965 — 2008-2022 1970-2018
Houston, TX 24 47,156 10,095 57,251 465,761 83,701 549,462 357 607,070 120,217 — 2007-2022 1980-2018
Charlotte, NC 31 25,635 7,538 33,173 431,082 76,269 507,351 143 540,667 157,273 — 2008-2020 1961-2018
Phoenix, AZ 34 21,120 8,052 29,172 418,645 38,256 456,901 2 486,075 76,144 — 2007-2017 1971-2006
Denver, CO 24 36,449 9,189 45,638 340,321 77,803 418,124 616 464,378 117,569 — 2007-2022 1978-2020
Raleigh, NC 26 46,572 10,134 56,706 364,458 29,265 393,723 23 450,452 69,561 — 2010-2022 1977-2020
Atlanta, GA 24 31,501 8,394 39,895 361,282 26,866 388,148 106 428,149 99,647 — 2008-2022 1974-2014
Nashville, TN 10 18,801 2,345 21,146 226,850 95,301 322,151 748 344,045 128,484 6,938 2004-2022 1976-2022
Boston, MA 13 106,648 8,901 115,549 298,384 ( 46,602 ) 251,782 60 367,391 70,977 — 2012-2016 1860-2011
Tampa, FL 17 21,892 7,095 28,987 299,697 32,184 331,881 24 360,892 59,354 — 1994-2023 1975-2015
Indianapolis, IN 35 41,590 7,655 49,245 250,644 29,755 280,399 13 329,657 58,192 — 2007-2019 1988-2013
Los Angeles, CA 15 47,027 2,743 49,770 197,758 74,721 272,479 340 322,589 139,900 16,674 1994-2020 1964-2003
Austin, TX 11 16,719 4,882 21,601 205,284 30,085 235,369 37 257,007 49,954 — 2013-2022 1986-2015
New York, NY 13 58,719 5,823 64,542 160,873 30,760 191,633 4 256,179 32,180 — 2014-2019 1920-1988
Miami, FL 13 19,200 3,162 22,362 193,569 38,643 232,212 103 254,677 79,038 — 1994-2020 1954-2009
Washington, DC 9 3,756 1,515 5,271 187,478 51,990 239,468 68 244,807 71,092 — 2004-2021 1959-2011
San Francisco, CA 6 48,443 737 49,180 164,349 30,646 194,995 52 244,227 70,269 — 2015-2022 1912-2014
Orlando, FL 7 6,734 3,059 9,793 176,080 9,175 185,255 — 195,048 33,608 — 1998-2017 1994-2009
Hartford, CT 25 23,996 5,203 29,199 151,860 4,885 156,745 33 185,977 30,162 — 2016-2019 1955-2017
Other (32 markets) 120 176,307 43,408 219,715 1,969,776 85,200 2,054,976 292 2,274,983 537,446 5,212 1993-2023
Total real estate 517 897,202 167,334 1,064,536 8,024,640 1,083,030 9,107,670 4,257 10,176,463 2,437,951 28,824
Land held for develop. — 57,535 — 57,535 — — — — 57,535 —
Financing lease right-of-use assets 1 — — — — — — — 75,083 — —
Investment in financing receivables, net 1 — — — — — — — 123,249 — —
Corporate Property 1 16,869 42 16,911 11,656 19,281 30,937 2,900 50,748 15,752 —
Total properties 520 $ 971,606 $ 167,376 $ 1,138,982 $ 8,036,296 $ 1,102,311 $ 9,138,607 $ 7,157 $ 10,483,078 $ 2,453,703 $ 28,824
1 Includes eighteen assets held for sale as of December 31, 2025 with gross real estate investments of approximately $ 190.5 million.
2 Includes the impact of any impairment on real estate charges recorded
3 Total properties as of December 31, 2025 have an estimated aggregate total cost of $ 10.0 billion for federal income tax purposes.
4 Depreciation is provided for on a straight-line basis on buildings and improvements over 3.3 to 49.0 years, lease intangibles over 1.0 to 99.0 years, personal property over 3.0 to 10.0 years, and land improvements over 2.0 to 39.0 years.
5 Includes debt issuance costs and unaccreted discount totaling $ 0.1 million as of December 31, 2025.
6 Rollforward of Total Property and Accumulated Depreciation, including assets held for sale, for the year ended December 31, 2025, 2024 and 2023 follows:
YEAR ENDED DEC. 31, 2025 YEAR ENDED DEC. 31, 2024 YEAR ENDED DEC. 31, 2023
Dollars in thousands TOTAL PROPERTY ACCUMULATED DEPRECIATION TOTAL PROPERTY ACCUMULATED DEPRECIATION TOTAL PROPERTY ACCUMULATED DEPRECIATION
Beginning balance $ 11,828,265 $ 2,488,931 $ 13,408,713 $ 2,227,766 $ 14,076,475 $ 1,645,271
Additions during the period
Real estate acquired — — — — 54,024 2,322
Other improvements 33,844 328,130 53,748 549,160 28,521 668,069
Land held for development — — — — —
Construction in progress 10,344 — 69,598 — 49,901 —
Investment in financing receivable, net ( 422 ) — 1,541 — 2,366 —
Financing lease right-of-use assets, net ( 2,261 ) — ( 4,865 ) — ( 1,616 ) —
Corporate Properties — — — — — —
Retirement/dispositions
Real estate ( 1,386,692 ) ( 363,358 ) ( 1,700,470 ) ( 287,995 ) ( 800,958 ) ( 87,896 )
Ending balance $ 10,483,078 $ 2,453,703 $ 11,828,265 $ 2,488,931 $ 13,408,713 $ 2,227,766
103
Schedule IV – Mortgage Loans on Real Estate Assets as of December 31, 2025
Dollars in thousands Final Maturity Date Payment Terms Prior Liens Face Amount Carrying Amount Principal Amount of Loans Subject to Delinquent Principal or Interest
Mortgage loan on real estate located in: 1
California 6.50 % 3/29/2026 (2) $ — $ 45,000 $ 45,189 $ —
Florida 9.00 % 12/28/2026 (3) — 5,256 5,256 —
Texas 6.75 % 12/31/2026 (2) — 6,400 6,401 —
Texas 7.50 % 10/02/2029 (2) — 9,629 9,691 —
Texas 6.75 % 3/19/2030 (2) — 5,400 5,431 —
Mezzanine loans on real estate located in:
Arizona 9.00 % 12/20/2026 (2) — 6,000 6,038 —
Texas 11.00 % 10/02/2029 (2) — 1 1 —
Wisconsin 13.00 % 3/19/2030 (4) — 8,500 8,959 —
Total real estate notes receivable $ — $ 86,186 $ 86,966 $ —
1 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.
2 Interest only payments due with principal and any unpaid interest due on the maturity date.
3 Monthly installment payments of principal and interest.
4 Capitalized interest through maturity, with outstanding principal and accrued interest due on the maturity date.
The following shows changes in the carrying amounts of mortgage loans on real estate assets during the years ended December 31, 2025, 2024 and 2023:
Year Ended December 31,
2025 2024 2023
Balance as of the beginning of the year $ 127,624 $ 173,614 $ 99,643
Additions:
Fair value real estate notes assumed — — —
New real estate notes 20,300 9,630 58,700
Draws on existing real estate notes — 5,505 19,103
Accretion of fees and other items 497 3,600 1,364
Deductions:
Collection of real estate loans ( 59,884 ) ( 5,162 ) —
Deferred fees and other items — — —
Allowance for credit loss ( 1,571 ) ( 59,563 ) ( 5,196 )
Balance as of the end of the year $ 86,966 $ 127,624 $ 173,614
All other schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are omitted because they are not required under the related instructions or are not applicable, or because the required information is shown in the consolidated financial statements or notes thereto.
104