Item 1. Financial Statements
Item 1. Financial Statements
Healthcare Realty Trust Incorporated
Condensed Consolidated Balance Sheets
Amounts in thousands, except per share data
ASSETS
Unaudited
MARCH 31, 2026
DECEMBER 31, 2025
Real estate properties
Land $ 1,060,296 $ 1,060,254
Buildings and improvements 8,541,368 8,514,165
Lease intangibles 424,502 455,254
Personal property 7,316 7,056
Investment in financing receivable, net 122,346 123,249
Financing lease right-of-use assets 74,703 75,083
Land held for development 57,799 57,535
Total real estate properties 10,288,330 10,292,596
Less accumulated depreciation and amortization ( 2,468,461 ) ( 2,397,795 )
Total real estate properties, net 7,819,869 7,894,801
Cash and cash equivalents 26,235 26,172
Assets held for sale, net 123,411 143,580
Operating lease right-of-use assets 202,710 204,906
Investments in unconsolidated joint ventures 467,459 453,607
Other assets, net 508,480 487,795
Total assets $ 9,148,164 $ 9,210,861
LIABILITIES, REDEEMABLE NON-CONTROLLING INTERESTS, AND STOCKHOLDERS' EQUITY
Liabilities
Notes and bonds payable $ 4,103,918 $ 3,911,423
Accounts payable and accrued liabilities 137,712 211,071
Liabilities of assets held for sale 13,576 15,160
Operating lease liabilities 162,380 162,922
Financing lease liabilities 73,679 73,130
Other liabilities 159,888 160,530
Total liabilities 4,651,153 4,534,236
Commitments and contingencies
Redeemable non-controlling interests 3,339 3,252
Stockholders' equity
Preferred stock, $ .01 par value per share; 200,000 shares authorized; none issued and outstanding
— —
Class A Common stock, $ .01 par value per share; 1,000,000 shares authorize d; 346,534 and 351,603 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively
3,465 3,516
Additional paid-in capital 9,040,690 9,137,257
Accumulated other comprehensive loss ( 2,421 ) ( 5,174 )
Cumulative net income attributable to common stockholders 128,182 128,238
Cumulative dividends ( 4,730,746 ) ( 4,646,944 )
Total stockholders' equity 4,439,170 4,616,893
Non-controlling interest 54,502 56,480
Total equity 4,493,672 4,673,373
Total liabilities, redeemable non-controlling interests, and stockholders' equity $ 9,148,164 $ 9,210,861
The accompanying notes, together with the Notes to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, are an integral part of these financial statements.
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Healthcare Realty Trust Incorporated
Condensed Consolidated Statements of Operations
For the Three Months Ended March 31, 2026 and 2025
Amounts in thousands, except per share data
Unaudited
THREE MONTHS ENDED
March 31,
2026 2025
Revenues
Rental income $ 267,575 $ 288,857
Interest income 3,712 3,731
Other operating 7,703 6,389
278,990 298,977
Expenses
Property operating 100,058 109,897
General and administrative 17,343 13,530
Transaction costs 937 1,011
Depreciation and amortization 128,985 156,035
247,323 280,473
Other income (expense)
Gain on sales of real estate properties and other assets 10,777 2,904
Interest expense ( 43,890 ) ( 54,812 )
Loss on extinguishment of debt ( 21 ) —
Impairment of real estate properties and credit loss recoveries (reserves) 984 ( 12,081 )
Equity income from unconsolidated joint ventures 496 1
Interest and other (expense) income, net 8 95
( 31,646 ) ( 63,893 )
Net income (loss) $ 21 $ ( 45,389 )
Net (income) loss attributable to non-controlling interests ( 77 ) 516
Net loss attributable to common stockholders $ ( 56 ) $ ( 44,873 )
Basic earnings per common share $ ( 0.00 ) $ ( 0.13 )
Diluted earnings per common share $ ( 0.00 ) $ ( 0.13 )
Weighted average common shares outstanding - basic 347,439 349,539
Weighted average common shares outstanding - diluted 347,439 349,539
The accompanying notes, together with the Notes to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, are an integral part of these financial statements.
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Healthcare Realty Trust Incorporated
Condensed Consolidated Statements of Comprehensive Income (Loss)
For the Three Months Ended March 31, 2026 and 2025
Amounts in thousands
Unaudited
THREE MONTHS ENDED
March 31,
2026 2025
Net income (loss) $ 21 $ ( 45,389 )
Other comprehensive loss
Interest rate derivatives
Reclassification adjustments for losses (gains) included in interest and other expense 22 ( 941 )
Gains (losses) arising during the period on interest rate swaps 2,777 ( 5,178 )
2,799 ( 6,119 )
Comprehensive income (loss) 2,820 ( 51,508 )
Less: comprehensive (gain) loss attributable to non-controlling interests ( 36 ) 681
Comprehensive income (loss) attributable to common stockholders $ 2,784 $ ( 50,827 )
The accompanying notes, together with the Notes to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, are an integral part of these financial statements.
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Healthcare Realty Trust Incorporated
Condensed Consolidated Statements of Equity and Redeemable Non-Controlling Interests
For the Three Months Ended March 31, 2026 and 2025
Amounts in thousands, except per share data
Unaudited
Common
Stock Additional
Paid-In
Capital Accumulated
Other
Comprehensive
Income (Loss) Cumulative
Net Income Cumulative
Dividends Total
Stockholders’
Equity Non-controlling Interests Total
Equity Redeemable Non-controlling Interests
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
Common stock redemptions ( 1 ) ( 2,040 ) — — — ( 2,041 ) — ( 2,041 ) —
Share-based compensation 7 5,415 — — — 5,422 — 5,422 —
Common stock repurchases ( 57 ) ( 99,942 ) — — — ( 99,999 ) — ( 99,999 ) —
Redemption of non-controlling interest — — — — — — ( 769 ) ( 769 ) —
Net (loss) income — — — ( 56 ) — ( 56 ) ( 10 ) ( 66 ) 87
Reclassification adjustments for losses included in net income (interest expense)
— — 22 — — 22 — 22 —
Gains arising during the period on interest rate swaps
— — 2,731 — — 2,731 46 2,777 —
Dividends to common stockholders and distributions to non-controlling interest holders ($ 0.24 per share)
— — — — ( 83,802 ) ( 83,802 ) ( 1,245 ) ( 85,047 ) —
Balance at March 31, 2026 $ 3,465 $ 9,040,690 $ ( 2,421 ) $ 128,182 $ ( 4,730,746 ) $ 4,439,170 $ 54,502 $ 4,493,672 $ 3,339
Common
Stock Additional
Paid-In
Capital Accumulated
Other
Comprehensive
Income (Loss) Cumulative
Net Income Cumulative
Dividends Total
Stockholders’
Equity Non-controlling Interests Total
Equity Redeemable Non-controlling Interests
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 redemptions — ( 215 ) — — — ( 215 ) — ( 215 ) —
Share-based compensation 5 3,023 — — — 3,028 — 3,028 —
Redemption of non-controlling interest — — — — — — ( 330 ) ( 330 ) —
Net loss — — — ( 44,873 ) — ( 44,873 ) ( 600 ) ( 45,473 ) 84
Reclassification adjustments for gains included in net income (interest expense)
— — ( 928 ) — — ( 928 ) ( 13 ) ( 941 ) —
Losses arising during the period on interest rate swaps
— — ( 5,110 ) — — ( 5,110 ) ( 68 ) ( 5,178 ) —
Adjustments to redemption value of redeemable non-controlling interests — 232 — — — 232 — 232 ( 235 )
Dividends to common stockholders and distributions to non-controlling interest holders ($ 0.31 per share)
— — — — ( 108,725 ) ( 108,725 ) ( 1,279 ) ( 110,004 ) —
Balance at March 31, 2025 $ 3,510 $ 9,121,269 $ ( 7,206 ) $ 329,436 $ ( 4,368,739 ) $ 5,078,270 $ 63,945 $ 5,142,215 $ 4,627
The accompanying notes, together with the Notes to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, are an integral part of these financial statements.
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Healthcare Realty Trust Incorporated
Condensed Consolidated Statements of Cash Flows
For the Three Months Ended March 31, 2026 and 2025
Amounts in thousands
Unaudited
THREE MONTHS ENDED
March 31,
OPERATING ACTIVITIES 2026 2025
Net income (loss) $ 21 $ ( 45,389 )
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization 128,985 150,969
Other amortization 11,801 11,641
Share-based compensation 5,422 3,028
Amortization of straight-line rent receivable (lessor) ( 8,459 ) ( 7,709 )
Amortization of straight-line rent on operating leases (lessee) 563 865
Gain on sales of real estate properties and other assets ( 10,777 ) ( 2,904 )
Loss on extinguishment of debt 21 —
Impairment of real estate properties and credit loss reserves ( 984 ) 12,081
Equity income from unconsolidated joint ventures ( 496 ) ( 1 )
Distributions from unconsolidated joint ventures 5,281 3,557
Non-cash interest from financing and notes receivable ( 428 ) ( 178 )
Changes in operating assets and liabilities:
Other assets, including right-of-use-assets ( 21,122 ) ( 27,748 )
Accounts payable and accrued liabilities ( 55,537 ) ( 64,848 )
Other liabilities ( 1,414 ) 14,424
Net cash provided by operating activities 52,877 47,788
INVESTING ACTIVITIES
Acquisitions of real estate ( 2,117 ) —
Development of real estate — ( 3,414 )
Additional long-lived assets ( 61,154 ) ( 69,128 )
Investments in unconsolidated joint ventures ( 18,637 ) ( 852 )
Investment in financing receivable 1,003 ( 3 )
Proceeds from sales of real estate properties and additional long-lived assets 29,321 19,353
Proceeds from insurance recovery 4,935 —
Proceeds from notes receivable repayments 1,340 15,211
Net cash used in investing activities ( 45,309 ) ( 38,833 )
FINANCING ACTIVITIES
Borrowings on unsecured credit facility 252,000 159,000
Repayments on unsecured credit facility ( 316,500 ) ( 65,000 )
Net borrowings on commercial paper program 250,715 —
Repayment on term loans — ( 35,000 )
Repayments of notes and bonds payable ( 5,500 ) ( 345 )
Dividends paid ( 83,902 ) ( 108,809 )
Common stock redemptions ( 2,041 ) ( 215 )
Common stock repurchases ( 99,999 ) —
Distributions to non-controlling interest holders ( 1,060 ) ( 1,315 )
Redemption of non-controlling interest ( 769 ) ( 330 )
Debt issuance and assumption costs ( 425 ) —
Payments made on finance leases ( 24 ) ( 135 )
Net cash used in financing activities ( 7,505 ) ( 52,149 )
Increase (decrease) in cash and cash equivalents 63 ( 43,194 )
Cash and cash equivalents cash at beginning of period 26,172 68,916
Cash and cash equivalents at end of period 26,235 25,722
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THREE MONTHS ENDED
March 31,
Supplemental Cash Flow Information 2026 2025
Interest paid $ 60,785 $ 67,283
Mortgage notes receivable taken in connection with sale of real estate $ — $ 5,400
Invoices accrued for construction, tenant improvements and other capitalized costs $ 38,372 $ 26,828
Capitalized interest $ 3,471 $ 857
The accompanying notes, together with the Notes to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, are an integral part of these financial statements.
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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Summary of Significant Accounting Policies
Business Overview
Healthcare Realty Trust Incorporated (the "Company") 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. As of March 31, 2026, the Company had gross investments of approximately $ 10.3 billion in 502 cons olidated real estate properties, construction in progress, redevelopments, financing receivables, financing lease right-of-use assets, land held for development and corporate property, excluding assets held for sale. In addition, as of March 31, 2026, the Company had a weighted average ownership interest of approxima tel y 30 % in 62 real estate properties, excluding assets held for sale, held in unconsolidated joint ventures. See Note 2 below for more details regarding the Company's unconsolidated joint ventures. The Company's consolidated re al estate properties are located in 27 states and total approximately 29.0 million square feet. The Company provided leasing and property management services to 92 % of its portfolio nationwide as of March 31, 2026.
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 March 31, 2026, the Company own ed 98.8 % of the issued and outstanding units of the OP (“OP Units”), with other investors owning the remaining 1.2 % of OP Units.
Any references to square footage or occupancy percentage, and any amounts derived from these values in these notes to the Company's Condensed Consolidated Financial Statements, are outside the scope of our independent registered public accounting firm’s review.
Basis of Presentation
The Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP") for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. They do not include all of the information and footnotes required by GAAP for complete financial statements. All material intercompany transactions and balances have been eliminated in consolidation.
This interim financial information should be read in conjunction with the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. Management believes that all adjustments of a normal, recurring nature considered necessary for a fair presentation have been included. In addition, the interim financial information does not necessarily represent or indicate what the operating results will be for the year ending December 31, 2026 for many reasons including, but not limited to, acquisitions, dispositions, capital financing transactions, changes in interest rates and the effects of other trends, risks and uncertainties.
Principles of Consolidation
The Company’s Condensed Consolidated Financial Statements include the accounts of the Company, its wholly owned subsidiaries, and joint ventures and partnerships where the Company controls the operating activities. GAAP requires us to identify entities for which control is achieved through means other than voting rights and to determine which business enterprise is the primary beneficiary of variable interest entities (“VIEs”). Accounting Standards Codification (“ASC”) Topic 810, Consolidation broadly defines a VIE as an entity in which either (i) the equity investors as a group, if any, lack the power through voting or similar rights to direct the activities of such entity that most significantly impact such entity’s economic performance or (ii) the equity investment at risk is insufficient to finance that entity’s activities without additional subordinated financial support. The Company identifies the primary beneficiary of a VIE as the enterprise that has both of the following characteristics: (i) the power to direct the activities of the VIE that most significantly impact the entity’s economic performance and (ii) the obligation to absorb losses or receive benefits of the VIE that could potentially be significant to the entity. The Company consolidates its investment in a VIE when it determines that it is the VIE’s primary beneficiary, with any minority interests reflected as non-controlling interests or redeemable non-controlling interests in the accompanying Condensed Consolidated Financial Statements.
The Company may change its original assessment of a VIE upon subsequent events, such as the modification of contractual arrangements that affect the characteristics or adequacy of the entity’s equity investments at risk, the
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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, cont.
disposition of all or a portion of an interest held by the primary beneficiary, or changes in facts and circumstances that impact the power to direct activities of the VIE that most significantly impacts economic performance. The Company performs this analysis on an ongoing basis.
For property holding entities not determined to be VIEs, the Company consolidates such entities in which it owns 100 % of the equity or has a controlling financial interest evidenced by ownership of a majority voting interest. All intercompany balances and transactions are eliminated in consolidation. For an entity in which the Company owns less than 100 % of the equity interest, the Company consolidates the entity if it has the direct or indirect ability to control the entity's activities based upon the terms of the entity's ownership agreements.
The OP is 98.8 % owned by the Company. Other holders of OP Units are considered to be non-controlling interest holders in the OP and their ownership interests are reflected as equity in the accompanying Condensed 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. 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. As of March 31, 2026, there were approximately 4.3 million OP Units, or 1.2 % of OP Units issued and outstanding, held by non-controlling interest holders. Additionally, the Company is the primary beneficiary of this VIE. Accordingly, the Company consolidates its interests in the OP.
As of March 31, 2026 and December 31, 2025, the Company had two 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 March 31, 2026 and December 31, 2025:
(dollars in thousands) March 31, 2026 December 31, 2025
Assets:
Total real estate investments, net
$ 104,454 $ 103,092
Cash and cash equivalents 4,111 3,599
Other assets, net
7,929 7,083
Total assets
$ 116,494 $ 113,774
Liabilities:
Notes and bonds payable
$ 74,846 $ 73,468
Accounts payable and accrued liabilities 2,131 1,678
Other liabilities 649 651
Total liabilities
$ 77,626 $ 75,797
As of March 31, 2026, the Company had three unconsolidated VIEs consisting of two notes receivable 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 two notes receivable as amortized cost and the joint venture arrangement under the equity method.
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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, cont.
See below for additional information regarding the Company's unconsolidated VIEs.
(dollars in thousands) ORIGINATION DATE LOCATION SOURCE CARRYING AMOUNT MAXIMUM EXPOSURE TO LOSS
2022 Texas 1
Equity method 50,188 50,188
2024 Texas 2
Note receivable 9,691 16,729
2024 Texas 2
Note receivable 1 4,500
1 Includes investments in seven properties.
2 The Company provided seller financing and entered into a mortgage loan and a mezzanine loan in connection with a property disposition.
Use of Estimates in the Condensed Consolidated Financial Statements
Preparation of the Condensed Consolidated Financial Statements in accordance with GAAP requires management to make estimates and assumptions that affect amounts reported in the Condensed Consolidated Financial Statements and accompanying notes. Actual results may differ from those estimates.
Reclassifications
C ertain reclassifications have been made on the Company's Condensed Consolidated Statement of Cash Flows to conform to current year presentation. Previously, the Company's borrowings and repayments on the Company's unsecured credit facility ("Revolving Facility") were presented in a net line in the financing activities on the Company's Condensed Consolidated Statement of Cash Flows. These amounts are now presented as separate lines in the financing activities on the Company's Condensed Consolidated Statement of Cash Flows.
Certain reclassifications have been made on the Company's Condensed Consolidated Statement of Income to conform to current year presentation. Previously, the Company's leasing commission amortization was presented in property operating expense on the Company's Condensed Consolidated Statement of Income. These amounts are now presented in depreciation and amortization on the Company's Condensed Consolidated Statement of Income. This resulted in $ 5.1 million being reclassified into depreciation and amortization for the three months ended March 31, 2025.
Segment Reporting
The Company owns, leases, acquires, manages, finances, develops and redevelops outpatient and other healthcare-related properties. 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. See Note 9 for additional information on segment reporting.
Redeemable Non-Controlling Interests
The Company accounts for redeemable equity securities in accordance with ASC Topic 480: Accounting for Redeemable Equity Instruments, which requires that equity securities redeemable at the option of the holder, not solely within our control, be classified outside permanent stockholders’ equity. The Company classifies redeemable equity securities as redeemable non-controlling interests in the accompanying Condensed Consolidated Balance Sheets. 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. 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 March 31, 2026, the Company had redeemable non-controlling interests of $ 3.3 million .
Asset Impairment
The Company assesses the potential for impairment of identifiable, definite-lived, intangible assets and long-lived assets, including real estate properties, whenever the occurrence of an event or a change in circumstances indicates that the carrying value might not be fully recoverable. Indicators of impairment may include significant underperformance of an asset relative to historical or expected operating results; significant changes in the Company’s use of assets or the strategy for its overall business; plans to sell an asset before its depreciable life has
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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, cont.
ended; the expiration of a significant portion of leases in a property; or significant negative economic trends or negative industry trends for the Company or its tenants.
Investments in Leases - Financing Receivables, Net
In accordance with ASC Topic 842: Leases, for transactions in which the Company enters into a contract to acquire an asset and leases it back to the seller (i.e., a sale leaseback transaction), control of the asset is not considered to have transferred when the seller-lessee has a purchase option. As a result, the Company does not recognize the underlying real estate assets but instead recognizes a financial asset in accordance with ASC Topic 310: Receivables. See below for additional information regarding the Company's financing receivables as of March 31, 2026 and December 31, 2025.
(dollars in thousands) CARRYING VALUE AS OF
ORIGINATION DATE LOCATION INTEREST RATE MARCH 31, 2026 DECEMBER 31, 2025
May 2021 Poway, CA 5.62 % $ 116,353 $ 117,260
November 2021 Columbus, OH 6.48 % 5,993 5,989
$ 122,346 $ 123,249
Real Estate Notes Receivable
Real estate notes receivable consists of mezzanine and other real estate loans, which are generally collateralized by a pledge of the borrower’s ownership interest in the respective real estate owner, a mortgage or deed of trust, and/or corporate guarantees. Real estate notes receivable are intended to be held to maturity and are recorded at amortized cost, net of unamortized loan origination costs and fees and allowance for credit losses. As of March 31, 2026, real estate notes receivable, net, which are included in Other assets on the Company's Condensed Consolidated Balance Sheets, totale d $ 87.0 million.
(dollars in thousands) ORIGINATION MATURITY STATED INTEREST RATE MAXIMUM LOAN COMMITMENT OUTSTANDING as of MARCH 31, 2026 INTEREST RECEIVABLE (OTHER ASSETS) ALLOWANCE FOR CREDIT LOSSES FAIR VALUE DISCOUNT AND FEES CARRYING VALUE as of MARCH 31, 2026
Mezzanine loans
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
Wisconsin 1
3/20/2025 3/19/2030 13.00 % 8,500 8,500 753 — — 9,253
19,000 14,501 791 — — 15,292
Mortgage loans
California 2
3/30/2023 4/30/2026 6.50 % 45,000 45,000 189 — — 45,189
Florida 12/28/2023 12/28/2026 9.00 % 7,700 4,916 — — — 4,916
Texas
10/03/2024 10/02/2029 7.50 % 16,729 9,629 62 — — 9,691
Texas 3/20/2025 3/19/2030 6.75 % 5,400 5,400 31 — — 5,431
Texas 1
12/30/2025 12/31/2026 6.75 % 6,400 6,400 109 — — 6,509
81,229 71,345 391 — — 71,736
$ 100,229 $ 85,846 $ 1,182 $ — $ — $ 87,028
1 Outstanding principal and interest due upon maturity.
2 Mortgage loan maturity was extended to April 30, 2026.
Subsequent Loan Activity
In April 2026, the Company entered into a mezzanine loan agreement to provide funding up to $ 6.3 million for a future development. As of the date of this filing, no funding has been provided.
In April 2026, the Company received the full outstanding balance related to the California mortgage loan.
Allowance for Credit Losses
Pursuant to ASC Topic 326: Financial Instruments - Credit Losses, the Company adopted a policy to evaluate current expected credit losses at the inception of loans qualifying for treatment under ASC Topic 326. The Company utilizes a probability of default method approach for estimating current expected credit losses and evaluates the liquidity and
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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, cont.
creditworthiness of its borrowers on a quarterly basis to determine whether any updates to the future expected losses recognized upon inception are necessary. The Company’s evaluation considers industry and economic conditions, credit enhancements, liquidity, and other factors. 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. 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. For those loans identified as having deteriorated credit quality, the amount of credit loss is determined on an individual basis. Placement on non-accrual status may be required. Consistent with this definition, all loans on non-accrual status are deemed to have deteriorated credit quality. To the extent circumstances improve and the risk of collectability is diminished, the loan may return to income accrual status. While a loan is on non-accrual status, any cash receipts are applied against the outstanding principal balance.
In the first quarter of 2026, the Company received $ 1.0 million related to a mortgage loan in which the Company previously reserved the remaining outstanding balance of $ 16.8 million. The Company no longer has a position in the loan.
The following table summarizes the Company's allowance for credit losses on real estate notes receivable:
Dollars in thousands THREE MONTHS ENDED MARCH 31, 2026 TWELVE MONTHS ENDED DECEMBER 31, 2025
Allowance for credit losses, beginning of period $ 16,801 $ 16,801
Credit loss reserves — 1,571
Recoveries ( 1,000 ) —
Write-off ( 15,801 ) ( 1,571 )
Allowance for credit losses, end of period $ — $ 16,801
Interest Income
Income from Lease Financing Receivables
The Company recognized the related income from two financing receivables totaling $ 2.0 million and $ 2.0 million for the three months ended March 31, 2026 and 2025, respectively, based on an imputed interest rate over the terms of the applicable lease. 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.
Acquisition costs incurred in connection with entering into the financing receivable are treated as loan origination fees. These costs are classified with the financing receivable and are included in the balance of the net investment. Amortization of these amounts will be recognized as a reduction to interest income over the life of the lease.
Income from Real Estate Notes Receivable
The Company recognized interest income related to real estate notes receivable of $ 1.7 million and $ 1.8 million for the three months ended March 31, 2026 and 2025, respectively. 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. The Company did not have any loans on non-accrual status as of March 31, 2026.
Revenue from Contracts with Customers (ASC Topic 606)
The Company recognizes certain revenue under the core principle of ASC Topic 606: Revenue from Contracts with Customers ("ASC Topic 606"). This topic requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Lease revenue is not within the scope of ASC Topic 606. To achieve the core principle, the Company applies the five-step model specified in the guidance.
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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, cont.
Revenue that is accounted for under ASC Topic 606 is segregated on the Company’s Condensed Consolidated Statements of Operations in the Other operating line item. This line item includes parking income, management fee income and other miscellaneous income. Below is a detail of the amounts by category:
THREE MONTHS ENDED
March 31,
in thousands 2026 2025
Type of Revenue
Parking income $ 2,069 $ 1,863
Management fee income/other 1
5,634 4,526
$ 7,703 $ 6,389
1 Includes the recovery of certain expenses under the financing receivable as outlined in the management agreement .
The Company’s major types of revenue that are accounted for under Topic 606 that are listed above are all accounted for as the performance obligation is satisfied. The performance obligations that are identified for each of these items are satisfied over time, and the Company recognizes revenue monthly based on this principle.
New Accounting Pronouncements
On November 4, 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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.
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: purchases of inventory, employee compensation, depreciation, intangible asset amortization, and depreciation or depletion. For any remaining items within each relevant expense caption, entities must provide a qualitative description of the nature of those expenses. The new ASU is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. 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
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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, cont.
currently evaluating the impact of the adoption of this ASU may have on its interim consolidated financial statements.
Note 2. Real Estate Investments
Unconsolidated Joint Ventures
The Company's investment in and income (losses) recognized for the three months ended March 31, 2026 and 2025 related to its unconsolidated joint ventures accounted for under the equity method are shown in the table below:
THREE MONTHS ENDED
March 31,
Dollars in thousands 2026 2025
Investments in unconsolidated joint ventures, beginning of period $ 453,607 $ 473,122
New investment during the period 1
18,637 852
Equity income recognized during the period 496 1
Owner distributions ( 5,281 ) ( 3,557 )
Investments in unconsolidated joint ventures, end of period $ 467,459 $ 470,418
1 In the first quarter 2026, the Company contributed $ 17.7 million towards the acquisition of a property in an existing joint venture.
Subsequent Activity
On April 27, 2026, an unconsolidated joint venture where the Company owns 50 %, sold a property for a total purchase price of $ 18.7 million.
2026 Acquisition Activity
The Company had no real estate acquisition activity for the three months ended March 31, 2026.
Subsequent to March 31, 2026, the Company acquired the following property:
Dollars in thousands DATE ACQUIRED PURCHASE PRICE SQUARE FOOTAGE
Charlotte, NC 1
4/24/26 $ 3,670 12,418
1 Represents an additional fully leased condominium unit in an existing building, bringing the Company's ownership of the building to 93 %.
2026 Disposition Activity
The following table details the Company's dispositions for the three months ended March 31, 2026.
Dollars in thousands DATE DISPOSED SALE PRICE CLOSING ADJUSTMENTS NET PROCEEDS NET REAL ESTATE INVESTMENT OTHER (INCLUDING RECEIVABLES) GAIN/(IMPAIRMENT) SQUARE FOOTAGE
Atlanta, GA 1/14/26 $ 21,900 $ ( 838 ) $ 21,062 $ 9,579 $ 338 $ 11,145 60,039
Oklahoma City, OK 1
3/3/26 11,500 ( 2,557 ) 8,943 8,520 184 239 186,301
Total dispositions $ 33,400 $ ( 3,395 ) $ 30,005 $ 18,099 $ 522 $ 11,384 246,340
1 Includes two medical outpatient properties.
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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, cont.
Assets Held for Sale
The Company had 15 properties and one land parcel classified as assets held for sale as of March 31, 2026, and 18 properties and one land parcel classified as assets held for sale as of December 31, 2025.
The table below reflects the assets and liabilities classified as held for sale as of March 31, 2026 and December 31, 2025:
Dollars in thousands March 31, 2026 December 31, 2025
Balance Sheet data:
Land $ 17,761 $ 21,193
Building and improvements 141,531 161,365
Lease intangibles 7,822 7,822
Personal property 62 101
167,176 190,481
Accumulated depreciation ( 49,722 ) ( 55,908 )
Real estate assets held for sale, net 1
117,454 134,573
Operating lease right-of-use assets 2,476 3,641
Other assets, net 3,481 5,366
Assets held for sale, net $ 123,411 $ 143,580
Accounts payable and accrued liabilities $ 4,203 $ 4,514
Operating lease liabilities 5,588 6,792
Other liabilities 3,785 3,854
Liabilities of assets held for sale $ 13,576 $ 15,160
1 Net real estate assets held for sale include the impact of $ 0.4 million of impairment charges for the three months ended March 31, 2026.
Note 3. Leases
Lessor Accounting
The Company’s properties generally are leased pursuant to non-cancelable, fixed-term operating leases with expiration dates through 2054. Some leases provide tenants with fixed rent renewal terms while others have market rent renewal terms. 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 minimum rent and all taxes (including property tax), insurance, maintenance and other operating costs associated with the leased property.
The Company's leases have escalators that are predominately based on a stated percentage, while others are based on an index such as the Consumer Price Index ("CPI"). In addition, most of the Company's leases include non-lease components, such as reimbursement of operating expenses as additional rent, or include the reimbursement of expected operating expenses as part of the lease payment. The Company adopted an accounting policy to combine lease and non-lease components. Rent escalators 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 three months ended March 31, 2026 and 2025 was $ 267.6 million and $ 288.9 million, respectively.
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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, cont.
Future lease payments under the non-cancelable operating leases, excluding any reimbursements and one sales-type lease, as of March 31, 2026, were as follows:
Dollars in thousands OPERATING
2026 (remaining) $ 576,155
2027 709,643
2028 627,977
2029 535,634
2030 439,661
2031 and thereafter 1,846,813
$ 4,735,883
Lessee Accounting
The Company has obligations, as the lessee, under operating lease agreements consisting primarily of the Company’s ground leases. As of March 31, 2026, the Company had 168 ground leases associated with properties covering 12.4 million square feet. Some of the Company's ground lease renewal terms are based on fixed rent renewal terms, and others have market rent renewal terms. These ground leases typically have initial terms of 40 to 99 years with expiration dates through 2119. Any rental increases related to the Company’s ground leases are generally stated in the lease or based on CPI. The Company had 60 prepaid ground leases as of March 31, 2026. The amortization of the prepaid rent, included in the operating lease right-of-use asset, represented approximately $ 0.3 million and $ 0.3 million of the Company's rental expense for each of the three months ended March 31, 2026 and 2025, respectively.
The Company’s future lease payments (primarily for its 108 non-prepaid ground leases), excluding amounts due for assets held for sale, as of March 31, 2026, were as follows:
Dollars in thousands OPERATING FINANCING
2026 $ 6,552 $ 1,438
2027 9,438 2,105
2028 9,557 2,137
2029 9,598 2,169
2030 9,471 2,204
2031 and thereafter 422,051 379,720
Total undiscounted lease payments 466,667 389,773
Discount ( 304,287 ) ( 316,094 )
Lease liabilities $ 162,380 $ 73,679
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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, cont.
The following table provides details of the Company's total lease expense for the three months ended March 31, 2026 and 2025:
THREE MONTHS ENDED
March 31,
Dollars in thousands 2026 2025
Operating lease cost
Operating lease expense $ 3,424 $ 4,358
Variable lease expense 1,502 1,328
Finance lease cost
Amortization of right-of-use assets 366 370
Interest on lease liabilities 928 916
Total lease expense $ 6,220 $ 6,972
Other information
Operating cash flows outflows related to operating leases $ 3,313 $ 4,492
Operating cash flows outflows related to financing leases $ 354 $ 543
Financing cash flows outflows related to financing leases $ 24 $ 134
Weighted-average years remaining lease term (excluding renewal options) - operating leases 39.9 44.0
Weighted-average years remaining lease term (excluding renewal options) - finance leases 56.7 57.5
Weighted-average discount rate - operating leases 5.6 % 5.7 %
Weighted-average discount rate - finance leases 5.0 % 5.0 %
Note 4. Notes and Bonds Payable
The table below details the Company’s notes and bonds payable as of March 31, 2026 and December 31, 2025.
MATURITY DATE 1
BALANCE AS OF 2
EFFECTIVE INTEREST RATE
as of 3/31/2026
Dollars in thousands 3/31/2026 12/31/2025
$ 1.5 billion Revolving Facility 3
7/29 $ 55,500 $ 120,000 4.47 %
Commercial Paper Program 4
7/29 250,873 — 4.20 %
$ 200 million Unsecured Term Loan
7/27 199,693 199,635 3.67 %
$ 300 million Unsecured Term Loan
1/28 299,169 299,055 4.26 %
Senior Notes due 2026
8/26 597,140 595,026 4.94 %
Senior Notes due 2027 7/27 493,875 492,693 4.76 %
Senior Notes due 2028 1/28 298,812 298,653 3.85 %
Senior Notes due 2030 2/30 600,072 597,188 5.30 %
Senior Notes due 2030 3/30 297,717 297,610 2.72 %
Senior Notes due 2031 3/31 296,998 296,866 2.25 %
Senior Notes due 2031 3/31 690,685 685,873 5.13 %
Mortgage notes payable 5
4/26-12/26 23,384 28,824 3.71 % - 4.08 %
$ 4,103,918 $ 3,911,423
1 Maturity date does not include extension options.
2 Balance is presented net of discounts and issuance costs and inclusive of premiums, where applicable.
3 As of March 31, 2026, the Company had $ 1.2 billion available to be drawn on its $ 1.5 billion Revolving Facility after Commercial Paper Program borrowings.
4 Commercial Paper Program borrowings are backstopped by the availability under the Revolving Facility. As such, the Company uses the maturity date of the Revolving Facility. At March 31, 2026, the weighted average days remaining until maturity of the individual Commercial Paper Program borrowings was approximately 10 days.
5 In March 2026, the Company repaid a mortgage note payable in full totaling $ 5.2 million. In April 2026, a mortgage note payable with a maturity date of April 2026 was extended to June 2026 and is expected to be repaid.
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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, cont.
Commercial Paper Program
In February 2026, the Company entered into a commercial paper dealer agreement to issue short-term commercial paper notes of up to $ 600.0 million, with maturities up to 364 days. The program is backstopped by the Revolving Facility. The notes will be issued at par less a discount representing an interest factor, or if interest bearing, at par. As of March 31, 2026, the Company had a principal balance of $ 251.0 million outstanding.
Note 5. Derivative Financial Instruments
Risk Management Objective of Using Derivatives
The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity, and credit risk, primarily by managing the amount, sources, and duration of its assets and liabilities and the use of derivative financial instruments. Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. The Company’s derivative financial instruments are used to manage differences in the amount, timing, and duration of the Company’s known or expected cash receipts and its known or expected cash payments principally related to the Company’s borrowings.
Cash Flow Hedges of Interest Rate Risk
The Company’s objectives in using interest rate swaps are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish these objectives, the Company primarily uses interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. 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) ("AOCI") and subsequently reclassified into interest expense in the same period(s) during which the hedged transaction affects earnings. Amounts reported in AOCI related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s variable-rate debt.
In February 2026, the Company terminated three interest rate swaps with a total notional value of $ 400.0 million that were set to mature in 2026 and 2027. The Company entered into two new interest rate swaps with a total notional value of $ 400.0 million, at a strike price of 3.32 %, that mature in January 2029.
As of March 31, 2026, the Company had six outstanding interest rate swaps that were designated as cash flow hedges of interest rate risk:
MATURITY NOTIONAL AMOUNT WEIGHTED
AVERAGE RATE
May 2026 $ 100,000 2.15 %
January 2029 400,000 3.32 %
$ 500,000 3.09 %
Tabular Disclosure of Fair Values of Derivative Instruments on the Balance Sheet
The table below presents the fair value of the Company's derivative financial instruments and their classification on the Condensed Consolidated Balance Sheet as of March 31, 2026 and December 31, 2025.
AS OF MARCH 31, 2026 AS OF DECEMBER 31, 2025
In thousands BALANCE SHEET LOCATION FAIR VALUE BALANCE SHEET LOCATION FAIR VALUE
Interest rate swaps 2019 Other Assets $ 126 Other Assets $ 488
Interest rate swaps 2022 Other Liabilities — Other Liabilities ( 3,928 )
Interest rate swaps 2026 Other Assets 2,226 Other Assets —
Total derivatives designated as hedging instruments $ 2,352 $ ( 3,440 )
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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, cont.
Tabular Disclosure of the Effect of Cash Flow Hedge Accounting on Accumulated Other Comprehensive Income (Loss)
The table below presents the effect of cash flow hedge accounting on AOCI during the three months ended March 31, 2026 and 2025 related to the Company's outstanding interest rate swaps.
(GAIN)/LOSS RECOGNIZED IN
AOCI ON DERIVATIVE
three months ended March 31, (GAIN)/LOSS RECLASSIFIED FROM
AOCI INTO INCOME
three months ended March 31,
In thousands 2026 2025 2026 2025
Interest rate swaps $ ( 2,408 ) $ 5,178 Interest expense $ ( 544 ) $ ( 1,090 )
Settled treasury hedges — — Interest expense 107 107
Settled interest rate swaps ( 369 ) — Interest expense 459 42
$ ( 2,777 ) $ 5,178 Total $ 22 $ ( 941 )
The Company estimates that an additional $ 1.4 million will be reclassified from accumulated other comprehensive loss as a net increase to interest expense over the next 12 months.
Credit-risk-related Contingent Features
The Company has agreements with each of its derivative counterparties providing that if the Company either defaults or is capable of being declared in default on any of its indebtedness, then the Company could also be declared in default on its derivative obligations.
As of March 31, 2026, the Company did not have any derivatives in a net liability position including accrued interest but excluding any adjustment for nonperformance risk related to these agreements . As of March 31, 2026, the Company had not posted any collateral related to these agreements and was not in breach of any agreement provisions.
Note 6. Commitments and Contingencies
Legal Proceedings
From time to time, the Company is involved in litigation arising in the ordinary course of business. The Company is not aware of any pending or threatened litigation that, if resolved against the Company, would have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows.
Note 7. Stockholders' Equity
Common Stock
The following table provides a reconciliation of the beginning and ending shares of common stock outstanding for the three months ended March 31, 2026, and the twelve months ended December 31, 2025:
THREE MONTHS ENDED MARCH 31, 2026 TWELVE MONTHS ENDED DECEMBER 31, 2025
Balance, beginning of period 351,603,138 350,532,006
Conversion of OP units to common stock — 22,228
Shares Repurchased ( 5,748,656 ) —
Non-vested share-based awards, net of withheld shares and forfeitures 679,066 1,048,904
Balance, end of period 346,533,548 351,603,138
Common Stock Dividends
During the three months ended March 31, 2026, the Company declared and paid common stock dividends totaling $ 0.24 per share. On April 30, 2026, the Company declared a quarterly common stock dividend in the amount of $ 0.24 per share payable on May 22, 2026 to stockholders of record on May 11, 2026.
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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, cont.
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.
During the three months ended March 31, 2026, the Company repurchased 5.7 million shares of its common stock at an average price of $ 17.38 per share for a total of $ 99.9 million. As of March 31, 2026, the Company had $ 400.1 million remaining under its current share repurchase authorization.
Earnings Per Common Share
The Company uses the two-class method of computing net earnings per common share. The Company's non-vested share-based awards are considered participating securities pursuant to the two-class method.
The following table sets forth the computation of basic and diluted earnings per common share for the three months ended March 31, 2026 and 2025.
THREE MONTHS ENDED MARCH 31,
Dollars in thousands, except per share data 2026 2025
Weighted average common shares outstanding 349,254,937 350,758,618
Non-vested shares ( 1,815,533 ) ( 1,219,619 )
Weighted average common shares outstanding - basic 347,439,404 349,538,999
Weighted average common shares outstanding - basic 347,439,404 349,538,999
Dilutive effect of OP Units — —
Weighted average common shares outstanding - diluted 347,439,404 349,538,999
Net loss $ 21 $ ( 45,389 )
Income allocated to participating securities ( 758 ) ( 612 )
(Income) loss attributable to non-controlling interest ( 77 ) 516
Adjustment to loss attributable to non-controlling interest for legally outstanding restricted units 100 ( 17 )
Net loss applicable to common stockholders - basic and diluted $ ( 714 ) $ ( 45,502 )
Basic earnings per common share - net loss $ ( 0.00 ) $ ( 0.13 )
Diluted earnings per common share - net loss $ ( 0.00 ) $ ( 0.13 )
The effect of OP Units redeemable for 4,278,028 shares of common stock and Restricted Stock Units of 493,403 shares for the three months ended March 31, 2026, were excluded from the calculation of diluted loss per common share because the effect was anti-dilutive due to the loss from continuing operations incurred during those periods.
Stock Incentive Plan
The Company's stock incentive plan (the "Incentive Plan") permits the grant of incentive awards to its employees and directors in any of the following forms: 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.
Equity Incentive Plans
During the three months ended March 31, 2026, the Company made the following equity awards under the Incentive Plan:
Restricted Stock
During the first quarter of 2026, 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 $ 13.2 million, which consisted of an aggregate of 771,426 non-vested shares of common stock with vesting periods ranging from three to eight years .
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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, cont.
Restricted Stock Units ("RSUs")
In February 2026, the Company granted an aggregate of 45,009 RSUs to named executive officers, subject to a three-year performance period, with an aggregate grant date fair value of $ 1.1 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 $ 24.27 for the RSU grants using the following assumptions:
Volatility 25.0 %
Dividend assumption Accrued
Expected term 3 years
Risk-free rate 3.63 %
Stock price (per share) $ 17.13
LTIP Series C Units ("LTIP-C units")
In February 2026, the Company granted an aggregate of 940,051 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 $ 9.3 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 $ 10.93 for the LTIP-C grant using the following assumptions:
Volatility 25.0 %
Dividend assumption Accrued
Expected term 3 years
Risk-free rate 3.63 %
Stock price (per share) $ 17.13
The Company records amortization expense based on the Monte Carlo simulation throughout the performance period.
The following table represents the summary of non-vested share-based awards under the Incentive Plan for the three months ended March 31, 2026 and 2025:
THREE MONTHS ENDED MARCH 31,
2026 2025
Share-based awards, beginning of period 2,565,437 1,799,737
Granted 1
1,756,486 919,937
Vested ( 327,836 ) ( 39,970 )
Change in awards based on performance assessment ( 114,947 ) ( 59,762 )
Forfeited ( 69,864 ) —
Share-based awards, end of period 3,809,276 2,619,942
1 LTIP-C units in the OP are issued at the maximum number of units of the award and are reflected as such in this table until the performance conditions have been satisfied, and the exact number of awards are determinable.
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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, cont.
During the three months ended March 31, 2026 and 2025, the Company withheld 118,232 and 13,063 shares of common stock, respectively, from participants to pay estimated withholding taxes related to shares that vested.
The following table represents expected amortization of the Company's non-vested awards issued as of March 31, 2026:
Dollars in millions FUTURE AMORTIZATION
of non-vested shares
2026 (remaining) $ 13.5
2027 16.4
2028 10.4
2029 1.8
2030 and thereafter 0.5
Total $ 42.6
Note 8. Fair Value of Financial Instruments
The following methods and assumptions were used to estimate the fair value of each class of financial instrument for which it is practical to estimate that value.
• Cash and cash equivalents - The carrying amount approximates fair value (level 1 inputs) due to the short-term maturity of these investments.
• Real estate notes receivable - Real estate notes receivable are recorded in other assets on the Company's Condensed 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.
• Borrowings under the revolving facility, commercial paper program, 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.
• Interest rate swap agreements - Interest rate swap agreements are recorded in other assets/liabilities on the Company's Condensed Consolidated Balance Sheets at fair value. Fair value is estimated by utilizing pricing models, level 2 inputs, which consider forward yield curves and discount rates. See Note 5 for additional information.
The table below details the fair values and carrying values for notes and bonds payable and real estate notes receivable as of March 31, 2026, and December 31, 2025:
March 31, 2026 December 31, 2025
Dollars in millions CARRYING VALUE FAIR VALUE CARRYING VALUE FAIR VALUE
Notes and bonds payable 1, 2
$ 4,103.9 $ 4,070.4 $ 3,911.4 $ 3,928.8
Real estate notes receivable $ 87.0 $ 86.7 $ 87.0 $ 86.5
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 March 31, 2026 and December 31, 2025.
Note 9. Segment Reporting
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 Condensed 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 Condensed 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 Condensed Consolidated Balance Sheets as total assets.
Pursuant to ASU 2023-07, Segment Reporting (Topic 280), public entities are required to disclose more detailed information about significant reportable segment expenses that are regularly provided to the CODM.
The table below details the significant expenses for the three months ended March 31, 2026 and 2025.
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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, cont.
THREE MONTHS ENDED MARCH 31,
Dollars in thousands 2026 2025
Significant Segment Expenses:
Property taxes $ 26,025 $ 28,810
Personnel 24,561 24,379
Utilities 21,042 21,951
Maintenance 25,748 28,747
Totals $ 97,376 $ 103,887
The following schedule reconciles net income (loss) t o segment expenses for the three months ended March 31, 2026 and 2025.
THREE MONTHS ENDED MARCH 31,
Dollars in thousands 2026 2025
Revenue $ 278,990 $ 298,977
Property taxes ( 26,025 ) ( 28,810 )
Personnel ( 24,561 ) ( 24,379 )
Utilities ( 21,042 ) ( 21,951 )
Maintenance ( 25,748 ) ( 28,747 )
Other segment expenses 1
( 20,025 ) ( 19,540 )
Transaction costs ( 937 ) ( 1,011 )
Depreciation and amortization ( 128,985 ) ( 156,035 )
Gain on sales of real estate properties and other assets 10,777 2,904
Interest expense ( 43,890 ) ( 54,812 )
Loss on extinguishment of debt ( 21 ) —
Impairment of real estate properties and credit loss recoveries (reserves) 984 ( 12,081 )
Equity income from unconsolidated joint ventures 496 1
Interest and other (expense) income, net 8 95
Net income (loss) $ 21 $ ( 45,389 )
1 Other segment expenses are primarily related to administrative costs, travel, legal, technology, and insurance.
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.