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Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2024
or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from             to             
Commission file number 001-08895
Healthpeak Properties, Inc.
(Exact name of registrant as specified in its charter)
Maryland 33-0091377
(State or other jurisdiction of
incorporation or organization)		 (I.R.S. Employer
Identification No.)
4600 South Syracuse Street, Suite 500
Denver, CO 80237
(Address of principal executive offices) (Zip Code)
(720) 428-5050
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange
on which registered
Common Stock, $1.00 par value
DOC
 New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes ☒ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes ☒  No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  Yes ☒  No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☒ Accelerated filer ☐
Non-accelerated filer ☐ Smaller reporting company ☐
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.   ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act.) Yes ☐ No ☒
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter: $11.8 billion.
As of January 31, 2025, there were 699,564,637 shares of the registrant’s $1.00 par value common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the definitive Proxy Statement for the registrant’s 2025 Annual Meeting of Stockholders, to be filed with the Securities and Exchange Commission no later than 120 days after December 31, 2024, have been incorporated by reference into Part III of this Report.

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Healthpeak Properties, Inc.
Form 10-K
For the Fiscal Year Ended December 31, 2024
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All references in this report to “Healthpeak,” the “Company,” “we,” “us,” or “our” mean Healthpeak Properties, Inc., together with its consolidated subsidiaries. Unless the context suggests otherwise, references to “Healthpeak Properties, Inc.” mean the parent company without its subsidiaries.
Cautionary Language Regarding Forward-Looking Statements
Statements in this Annual Report on Form 10-K that are not historical factual statements are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements include, among other things, statements regarding our and our officers’ intent, belief or expectation as identified by the use of words such as “may,” “will,” “project,” “expect,” “believe,” “intend,” “anticipate,” “seek,” “target,” “forecast,” “plan,” “potential,” “estimate,” “could,” “would,” “should” and other comparable and derivative terms or the negatives thereof. Forward-looking statements reflect our current expectations and views about future events and are subject to risks and uncertainties that could cause actual results, including our future financial condition and results of operations, to differ materially from those expressed or implied by any forward-looking statements. You are urged to carefully review the disclosures we make concerning risks and uncertainties that may affect our business and future financial performance, including those made below under “Risk Factors Summary” and in “Item 1A, Risk Factors” in this report.
Forward-looking statements are based on certain assumptions and analysis made in light of our experience and perception of historical trends, current conditions and expected future developments as well as other factors that we believe are appropriate under the circumstances. While forward-looking statements reflect our good faith belief and assumptions we believe to be reasonable based upon current information, we can give no assurance that our expectations or forecasts will be attained. Further, we cannot guarantee the accuracy of any such forward-looking statement contained in this Annual Report, and you should not place undue reliance on these forward-looking statements, which speak only as of the date of this report. Except as required by law, we do not undertake, and hereby disclaim, any obligation to update any forward-looking statements, which speak only as of the date on which they are made.
Risk Factors Summary
Investors should consider the risks and uncertainties described below that may affect our business and future financial performance. These and other risks and uncertainties are more fully described in “Item 1A, Risk Factors” in this report. Additional risks not presently known to us or that we currently deem immaterial may also affect us. If any of these risks occur, our business, financial condition or results of operations could be materially and adversely affected. As more fully set forth under “Item 1A, Risk Factors” in this report, principal risks and uncertainties that may affect our business, financial condition, or results of operations include:
•macroeconomic trends that may increase construction, labor, and other operating costs;
•changes within the life science industry, and significant regulation, funding requirements, and uncertainty faced by our lab tenants;
•factors adversely affecting our tenants’, operators’, or borrowers’ ability to meet their financial and other contractual obligations to us;
•the insolvency or bankruptcy of one or more of our major tenants, operators, or borrowers;
•our concentration of real estate investments in the healthcare property sector, which makes us more vulnerable to a downturn in that specific sector than if we invested across multiple sectors;
•the illiquidity of real estate investments;
•our ability to identify and secure new or replacement tenants and operators;
•our property development, redevelopment, and tenant improvement risks, which can render a project less profitable or unprofitable and delay or prevent its undertaking or completion;
•the ability of the hospitals on whose campuses our outpatient medical buildings are located and their affiliated healthcare systems to remain competitive or financially viable;
•our ability to develop, maintain, or expand hospital and health system client relationships;
•operational risks associated with our senior housing properties managed by third parties, including our properties operated through structures permitted by the Housing and Economic Recovery Act of 2008, which includes most of the provisions previously proposed in the REIT Investment Diversification and Empowerment Act of 2007 (commonly referred to as “RIDEA”);
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•economic conditions, natural disasters, weather, and other conditions that negatively affect geographic areas where we have concentrated investments;
•uninsured or underinsured losses, which could result in a significant loss of capital invested in a property, lower than expected future revenues, and unanticipated expenses;
•our use of joint ventures may limit our returns on and our flexibility with jointly owned investments;
•our use of rent escalators or contingent rent provisions in our leases;
•competition for suitable healthcare properties to grow our investment portfolio;
•our ability to exercise rights on collateral securing our real estate-related loans;
•any requirement that we recognize reserves, allowances, credit losses, or impairment charges;
•investment of substantial resources and time in transactions that are not consummated;
•our ability to successfully integrate or operate acquisitions and/or internalize property management;
•the potential impact of unfavorable resolution of litigation or disputes and resulting rising liability and insurance costs;
•environmental compliance costs and liabilities associated with our real estate investments;
•environmental, social, and governance (“corporate impact”) and sustainability commitments and requirements, as well as stakeholder expectations;
•epidemics, pandemics, or other infectious diseases, including the coronavirus disease (“Covid”), and health and safety measures intended to reduce their spread;
•human capital risks, including the loss or limited availability of our key personnel;
•our reliance on information technology and any material failure, inadequacy, interruption, or security failure of that technology;
•the use of, or inability to use, artificial intelligence by us, our tenants, our vendors, and our investors;
•volatility, disruption, or uncertainty in the financial markets;
•increased borrowing costs, which could impact our ability to refinance existing debt, sell properties, and conduct investment activities;
•cash available for distribution to stockholders and our ability to make dividend distributions at expected levels;
•the availability of external capital on acceptable terms or at all;
•an increase in our level of indebtedness;
•covenants in our debt instruments, which may limit our operational flexibility, and breaches of these covenants;
•volatility in the market price and trading volume of our common stock;
•adverse changes in our credit ratings;
•the failure of our tenants, operators, and borrowers to comply with federal, state, and local laws and regulations, including resident health and safety requirements, as well as licensure, certification, and inspection requirements;
•required regulatory approvals to transfer our senior housing properties;
•compliance with the Americans with Disabilities Act and fire, safety, and other regulations;
•laws or regulations prohibiting eviction of our tenants;
•the requirements of, or changes to, governmental reimbursement programs such as Medicare or Medicaid, and legislation to address federal government operations and administrative decisions affecting the Centers for Medicare and Medicaid Services;
•our participation in the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) Provider Relief Fund and other Covid-related stimulus and relief programs;
•changes in federal, state, or local laws or regulations that may limit our opportunities to participate in the ownership of, or investment in, healthcare real estate;
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•our ability to successfully integrate our operations with Physicians Realty Trust and realize the anticipated synergies of the Merger (as defined below) and benefits of property management internalization;
•our ability to maintain our qualification as a real estate investment trust (“REIT”);
•our taxable REIT subsidiaries being subject to corporate level tax;
•tax imposed on any net income from “prohibited transactions”;
•changes to U.S. federal income tax laws, and potential deferred and contingent tax liabilities from corporate acquisitions;
•calculating non-REIT tax earnings and profits distributions;
•tax protection agreements that may limit our ability to dispose of certain properties and may require us to maintain certain debt levels;
•ownership limits in our charter that restrict ownership in our stock, and provisions of Maryland law and our charter that could prevent a transaction that may otherwise be in the interest of our stockholders;
•conflicts of interest between the interests of our stockholders and the interests of holders of Healthpeak OP, LLC (“Healthpeak OP”) common units;
•provisions in the operating agreement of Healthpeak OP and other agreements that may delay or prevent unsolicited acquisitions and other transactions; and
•our status as a holding company of Healthpeak OP.
Important Information Regarding Our Disclosure to Investors
We may use our website (www.healthpeak.com) and our LinkedIn account (https://www.linkedin.com/company/healthpeak) to communicate with our investors and disclose company information. The information disclosed through those channels may be considered to be material, so investors should monitor them in addition to our press releases, SEC filings, and public conference calls and webcasts. The contents of our website or social media channels referenced herein are not incorporated by reference into this Annual Report on Form 10-K.
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PART I
ITEM 1.    Business
General Overview
Healthpeak Properties, Inc. is a Standard & Poor’s (“S&P”) 500 company that owns, operates, and develops high-quality real estate focused on healthcare discovery and delivery in the United States (“U.S.”). Our company was originally founded in 1985. In 2023, we completed our corporate reorganization (the “Reorganization”) into an umbrella partnership REIT (“UPREIT”). We hold substantially all of our assets and conduct our operations through our operating subsidiary, Healthpeak OP, a consolidated subsidiary of which we are the managing member. We are a Maryland corporation and qualify as a self-administered REIT. We are headquartered in Denver, Colorado, with additional corporate offices in California, Tennessee, Wisconsin, and Massachusetts and property management offices in several locations throughout the U.S.
We have a diversified portfolio of high-quality healthcare properties across three core asset classes of outpatient medical, lab, and continuing care retirement community (“CCRC”) real estate. Under the outpatient medical and lab segments, we own, operate, and develop outpatient medical buildings, hospitals, and lab buildings. Under the CCRC segment, our properties are operated through RIDEA structures. We have other non-reportable segments that are comprised primarily of: (i) an interest in an unconsolidated joint venture that owns 19 senior housing assets (our “SWF SH JV”) and (ii) loans receivable. These non-reportable segments have been presented on a combined basis herein.
The Merger
On March 1, 2024 (the “Closing Date”), pursuant to the Agreement and Plan of Merger dated October 29, 2023 (the “Merger Agreement”), by and among us, DOC DR Holdco, LLC, one of our wholly owned subsidiaries (“DOC DR Holdco”), DOC DR, LLC, a wholly owned subsidiary of Healthpeak OP (“DOC DR OP Sub”), Physicians Realty Trust, Physicians Realty L.P. (the “Physicians Partnership”): (i) Physicians Realty Trust merged with and into DOC DR Holdco (the “Company Merger”), with DOC DR Holdco surviving as our wholly owned subsidiary (the “Company Surviving Entity”); (ii) immediately following the effectiveness of the Company Merger, we contributed all of the outstanding equity interests in the Company Surviving Entity to Healthpeak OP (the “Contribution”); and (iii) immediately following the Contribution, Physicians Partnership merged with and into DOC DR OP Sub (the “Partnership Merger” and, together with the Company Merger, the “Merger”), with DOC DR OP Sub surviving as a subsidiary of Healthpeak OP. Subsequent to the Closing Date, the “Combined Company” means Healthpeak and its subsidiaries.
On the Closing Date, each outstanding common share of Physicians Realty Trust (other than Physicians Realty Trust common shares that were canceled in accordance with the Merger Agreement) were converted into the right to receive 0.674 (the “Exchange Ratio”) shares of our common stock, and each outstanding common unit of the Physicians Partnership was converted into common units in the successor entity to the Physicians Partnership equal to the Exchange Ratio.
As a result of the Merger, we acquired 299 outpatient medical buildings. See Note 3 to the Consolidated Financial Statements for additional information.
At December 31, 2024, our portfolio of investments, including properties in certain of our unconsolidated joint ventures, consisted of interests in 697 properties: (i) Outpatient medical – 524 properties; (ii) Lab – 139 properties; (iii) CCRC – 15 properties; and (iv) Other non-reportable – 19 properties. The following table summarizes information for our reportable segments for the year ended December 31, 2024 (dollars in thousands):
Segment
Adjusted NOI by Reportable Segment(1)
Outpatient medical $ 748,730 
Lab 590,606 
CCRC 136,104 
_______________________________________
(1)Our Adjusted NOI for our reportable segments, which we also refer to as Total Portfolio Adjusted NOI for our reportable segments, includes results of operations from disposed properties through the disposition date. See Note 16 to the Consolidated Financial Statements for a reconciliation of Adjusted NOI by reportable segment to income (loss) before income taxes and equity income (loss) from unconsolidated joint ventures. See our Segment Analysis below for additional information.
For a description of our significant activities during 2024, see “Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations—Company Highlights” in this report.
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Business Strategy
Our strategy is to own, operate, and develop high-quality real estate focused on healthcare discovery and delivery. We manage our real estate portfolio for the long-term to maximize risk-adjusted returns and support the growth of our dividends. Our strategy consists of four core elements:
(i)Our real estate: Our portfolio consists of high-quality properties in desirable locations. Our portfolio is focused on outpatient medical and lab buildings, favorable sectors that benefit from the universal desire for improved health. We have built scale and fostered deep industry relationships, two unique factors that provide us with a competitive advantage.
(ii)Our financials: We maintain a strong investment-grade balance sheet with ample liquidity as well as long-term fixed-rate debt financing with staggered maturities to reduce our exposure to interest rate volatility and refinancing risk.
(iii)Our partnerships: We work with leading pharmaceutical, biotechnology, and medical device companies, as well as healthcare delivery systems, specialty physician groups, and other healthcare service providers, to meet their real estate needs. We provide high-quality property management services to encourage tenants to renew, expand, and relocate into our properties, which drives increased occupancy, rental rates, and property values.
(iv)Our platform: We have a people-first culture that we believe attracts, develops, and retains top talent. We continually strive to create and maintain an industry-leading platform, with systems and tools that allow us to effectively and efficiently manage our assets and investment activity.
Internal Growth Strategies
We believe our real estate portfolio holds the potential for increased future cash flows as it is well-maintained and in desirable locations. Our strategy for maximizing the benefits from these opportunities is to: (i) work with new or existing tenants to address their space and capital needs and (ii) provide high-quality property management services in order to motivate tenants to renew, expand, or relocate into our properties.
We expect to continue our internal growth as a result of our ability to:
•Build and maintain long-term leasing and management relationships with quality tenants. In choosing locations for our properties, we focus on the physical environment, adjacency to established businesses (e.g., hospital systems or life science submarkets) and educational centers, proximity to sources of business growth, and other local demographic factors.
•Replace tenants at the best available market terms and lowest possible transaction costs. We believe we are well-positioned to attract new tenants and achieve attractive rental rates and operating cash flow as a result of the location, design, and maintenance of our properties, together with our reputation for high-quality building services, responsiveness to tenants, and our ability to offer space alternatives within our portfolio.
•Extend and modify terms of existing leases prior to expiration. We selectively structure lease extensions, early renewals, or modifications, which reduce the cost associated with lease downtime, while securing the tenancy and relationship of our high-quality tenants on a long-term basis.
Investment Strategies
The discovery and delivery of healthcare services requires real estate and, as a result, tenants depend on our real estate, in part, to maintain and grow their businesses. We believe the healthcare real estate market provides investment opportunities due to the: (i) compelling long-term demographics driving the demand for healthcare services; (ii) specialized nature of healthcare real estate investing; and (iii) ongoing consolidation of the fragmented healthcare real estate sector.
While we emphasize healthcare real estate ownership, we may also provide real estate secured financing to, or invest in equity or debt securities of, healthcare operators or other entities engaged in healthcare real estate ownership. We may also acquire all or substantially all of the securities or assets of other REITs, operating companies, or similar entities where such investments would be consistent with our investment strategies. We may co-invest alongside institutional or development investors through partnerships or limited liability companies.
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We monitor our investments based on the percentage of our total assets that may be invested in any one property type, investment vehicle, or geographic location, the number of properties that may be leased to a single tenant or operator, or loans that may be made to a single borrower. In allocating capital, we target opportunities with the most attractive risk/reward profile for our portfolio as a whole. We may take additional measures to mitigate risk, including diversifying our investments (by sector, geography, and tenant), structuring transactions as master leases, requiring tenant or operator insurance and indemnifications, and/or obtaining credit enhancements in the form of guarantees, letters of credit, or security deposits.
We believe we are well-positioned to achieve external growth through acquisitions, development, and redevelopment. Other factors that contribute to our competitive position include:
•our reputation gained through decades of successful operations and the strength of our existing portfolio of properties;
•our relationships with leading pharmaceutical and biotechnology tenants, healthcare operators and systems, investment banks and other market intermediaries, corporations, private equity firms, not-for-profit organizations, and companies seeking to monetize existing assets or develop new facilities;
•our relationships with institutional buyers and sellers of high-quality healthcare real estate;
•our track record and reputation for executing acquisitions responsively and efficiently, which provides confidence to domestic and foreign institutions and private investors who seek to sell healthcare real estate in our market areas;
•our relationships with nationally recognized financial institutions that provide capital to the healthcare and real estate industries; and
•our control of land sites held for future development.
Financing Strategies
Our REIT qualification requires us to distribute at least 90% of our REIT taxable income (excluding net capital gains); therefore, we do not retain a significant amount of earnings. As a result, we regularly access the public equity and debt markets to raise the funds necessary to finance acquisitions and debt investments, develop and redevelop properties, and refinance maturing debt. 
We may finance acquisitions and other investments in a variety of ways, including:
•cash flow from operations;
•sale or exchange of ownership interests in properties or other investments;
•borrowings under our credit facility or commercial paper program;
•issuance of additional debt, including unsecured notes, term loans, and mortgage debt; and/or
•issuance of common stock or preferred stock or its equivalent.
We maintain a disciplined investment-grade balance sheet by actively managing our debt to equity levels and maintaining access to multiple sources of liquidity. Our debt obligations are primarily long-term fixed rate with staggered maturities.
We finance our investments based on our evaluation of available sources of funding. For short-term purposes, we may utilize our revolving line of credit facility or commercial paper program, arrange for other short-term borrowings from banks or other sources, or issue equity securities pursuant to our at-the-market equity offering program. We arrange for longer-term financing by offering debt and equity, placing mortgage debt, and obtaining capital from institutional lenders and joint venture partners.
In addition, capital recycling through dispositions and redeployment through acquisitions, developments, and redevelopments is an important facet of our investment and financing strategies. We routinely have multiple transactions involving both individual properties and portfolios under consideration that are in varying stages of evaluation, underwriting, negotiation, and due diligence review, some of which, if consummated or completed, may have a material effect on our liquidity, results of operations, and financial condition.
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Segments
Outpatient Medical
Our outpatient medical segment includes outpatient medical buildings and hospitals. Outpatient medical buildings typically contain physicians’ offices and examination rooms, and may also include pharmacies, hospital ancillary service space, and outpatient services such as diagnostic centers, rehabilitation clinics, and day-surgery operating rooms. While these facilities have certain similarities to commercial office buildings, they require additional plumbing, electrical, and mechanical systems to accommodate multiple exam rooms that may require sinks in every room and specialized equipment such as x-ray machines and MRIs. Outpatient medical buildings are often built to accommodate higher structural loads for such specialized equipment and may contain vaults or other unique construction. Our outpatient medical buildings are typically multi-tenant properties leased to healthcare providers (hospitals and physician practices), with approximately 78% of our outpatient medical buildings located on or adjacent to hospital campuses and 96% affiliated with hospital systems as of December 31, 2024 (based on total square feet). Occasionally, we invest in outpatient medical buildings located on hospital campuses subject to ground leases. At December 31, 2024, approximately 76% of our outpatient medical buildings were triple-net leased (based on leased square feet) with the remaining leased under gross or modified gross leases.
The following table provides information about our most significant outpatient medical tenant concentration for the year ended December 31, 2024:
Tenant Percentage of
Segment Revenues		 Percentage of
Total Revenues
HCA Healthcare, Inc. (HCA) 15  % 7  %
CommonSpirit Health 6  % 3  %
During the year ended December 31, 2024, we had various other outpatient medical tenants that each represented 1% or less of total revenues.
Our outpatient medical segment also includes nine hospitals. Services provided by our tenants and operators in hospitals are paid for by private sources, third-party payors (e.g., insurance and HMOs), or through Medicare and Medicaid programs. Our hospital property types include acute care, long-term acute care, and specialty and rehabilitation hospitals. All of our hospitals are triple-net leased.
Lab
Our lab properties, which contain laboratory and office space, are leased primarily to biotechnology, medical device and pharmaceutical companies, scientific research institutions, government agencies, and other organizations involved in the life science industry. While these properties have certain characteristics similar to commercial office buildings, they generally accommodate heavier floor loads and contain more advanced electrical, mechanical, heating, ventilating, and air conditioning systems. The facilities generally have specialty equipment including emergency generators, fume hoods, lab bench tops, and related amenities. In addition to improvements funded by us as the landlord, many of our lab tenants make significant investments to improve their leased space to accommodate biology, chemistry, or medical device research initiatives.
Lab properties are primarily configured in business park or campus settings and include multiple buildings. The business park and campus settings allow us the opportunity to provide flexible, contiguous/adjacent expansion to accommodate the growth of existing tenants. Our properties are located in well-established geographical markets known for scientific research and drug discovery, including San Francisco (53%) and San Diego (17%), California, and Boston, Massachusetts (28%) (based on total square feet). At December 31, 2024, 88% of our lab properties were triple-net leased (based on leased square feet).
During the year ended December 31, 2024, we had various lab tenants that each represented 1% or less of total revenues.
Continuing care retirement community, or CCRC
CCRCs are retirement communities that include independent living, assisted living, memory care, and skilled nursing units to provide a continuum of care in an integrated campus. Our CCRCs are owned through RIDEA structures, which is permitted by the Housing and Economic Recovery Act of 2008, and includes most of the provisions previously proposed in the REIT Investment Diversification and Empowerment Act of 2007. The services provided by our third-party manager-operators under a RIDEA structure at our properties are primarily paid for by the residents directly or through private insurance and are less reliant on government reimbursement programs such as Medicare and Medicaid.
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A RIDEA structure allows us, through a taxable REIT subsidiary (“TRS”), to receive cash flow from the operations of a healthcare facility in compliance with REIT tax requirements. The criteria for operating a healthcare facility through a RIDEA structure require us to lease the facility to an affiliate TRS and for such affiliate TRS to engage an independent qualifying management company (also known as an eligible independent contractor or third-party operator) to manage and operate the day-to-day business of the facility in exchange for a management fee. As a result, under a RIDEA structure, we are required to rely on a third-party operator to hire and train all facility employees, enter into third-party contracts for the benefit of the facility, including resident/patient agreements, comply with laws, including healthcare laws, and provide resident care. We are substantially limited in our ability to control or influence day-to-day operations under a RIDEA structure, and thus rely on the third-party operator to manage and operate the business.
Through our TRS entities, we bear all operational risks and liabilities associated with the operation of these properties, with limited exceptions, such as a third-party operator’s gross negligence or willful misconduct. These operational risks and liabilities include those relating to any employment matters of our operator, compliance with healthcare and other laws, liabilities relating to personal injury-tort matters, resident-patient quality of care claims, and any governmental reimbursement matters, even though we have limited ability to control or influence our third-party operators’ management of these risks.
The management agreements we have in RIDEA structures related to CCRCs have original terms ranging from 10 to 15 years, with mutual renewal options. There are base management fees and incentive management fees payable to our third-party operators if operating results of the RIDEA properties exceed pre-established thresholds. Conversely, there are also provisions in the management agreements that reduce management fees payable to our third-party operators if operating results do not meet certain pre-established thresholds.
CCRCs are different from other housing and care options for seniors because they typically provide written agreements or long-term contracts between residents and the communities (frequently lasting the term of the resident’s lifetime), which offer a continuum of housing, services, and healthcare on one campus or site. CCRCs are appealing as they allow residents to “age in place” and typically the individual is independent and in relatively good health upon entry.
As third-party operators manage our RIDEA properties in exchange for the receipt of a management fee, we are not directly exposed to the credit risk of these operators in the same manner or to the same extent as a triple-net tenant.
Other non-reportable segment
At December 31, 2024, we had the following investments in our other non-reportable segments: (i) our unconsolidated joint venture with a sovereign wealth fund that owns 19 senior housing assets (which we refer to as our SWF SH JV) and (ii) loans receivable.
The properties in our SWF SH JV are owned through RIDEA structures and include independent living facilities and assisted living facilities, which cater to different segments of the elderly population based upon their personal needs. These facilities are often in apartment-like buildings with private residences ranging from single rooms to large apartments.
Competition
Investing in real estate serving the healthcare industry is highly competitive. We face competition from other REITs, investment companies, pension funds, private equity investors, sovereign funds, healthcare operators, lenders, developers, and other institutional investors, some of whom may have greater flexibility (e.g., non-REIT competitors), greater resources, and lower costs of capital than we do. Increased competition and resulting capitalization rate compression, as well as the impacts of inflation and higher interest rates, make it more challenging for us to identify and successfully capitalize on opportunities that meet our objectives. Our ability to compete may also be impacted by global, national, and local economic trends, availability of investment alternatives, availability and cost of capital, construction and renovation costs, existing laws and regulations, new legislation, and population trends.
Income from our investments depends on our tenants’ and operators’ ability to compete with other companies on multiple levels, including: (i) the quality of care provided, (ii) reputation, (iii) success of product or drug development, (iv) price, (v) the range of services offered, (vi) the physical appearance of a property, (vii) alternatives for healthcare delivery, (viii) the supply of competing properties, (ix) physicians, (x) staff, (xi) referral sources, (xii) location, (xiii) the size and demographics of the population in surrounding areas, and (xiv) the financial condition of our tenants and operators. For a discussion of the risks associated with competitive conditions affecting our business, see “Item 1A, Risk Factors” in this report.
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Government Regulation, Licensing, and Enforcement
Overview
Our healthcare facility operators (which include our TRS entities when we use a RIDEA structure) and tenants are subject to extensive and complex federal, state, and local healthcare laws and regulations relating to quality of care, licensure and certificate of need, resident rights (including abuse and neglect), consumer protection, government reimbursement, fraud and abuse practices, and similar laws governing the operation of healthcare facilities. We expect the healthcare industry, in general, will continue to face increased regulation and pressure in the areas of fraud, waste and abuse, cost control, healthcare management, and provision of services, among others. Federal, state, and local officials are increasingly focusing their efforts on enforcement of these laws and regulations. In addition, our operators are subject to a variety of laws, regulations, and executive orders, including those relating to operators’ response to Covid and other infectious diseases, which can vary based on the provider type and jurisdiction, complicating compliance efforts. These regulations are wide ranging and can subject our tenants and operators to civil, criminal, and administrative sanctions, including enhanced or additional penalties, sanctions, and other adverse actions that may arise under new regulations adopted in response to Covid. Affected tenants and operators may find it increasingly difficult to comply with this complex and evolving regulatory environment because of a relative lack of guidance in many areas as certain of our healthcare properties are subject to oversight from several government agencies, and the laws may vary from one jurisdiction to another. Changes in laws, regulations, reimbursement enforcement activity, and regulatory non-compliance by our tenants and operators can all have a significant effect on their operations and financial condition, which in turn may adversely impact us, as detailed below and set forth under “Item 1A, Risk Factors” in this report.
The following is a discussion of certain laws and regulations generally applicable to our operators, and in certain cases, to us.
Fraud and Abuse Enforcement
There are various extremely complex U.S. federal and state laws and regulations governing healthcare providers’ referrals, relationships and arrangements and prohibiting fraudulent and abusive practices by such providers. These laws include: (i) U.S. federal and state false claims acts, which, among other things, prohibit providers from filing false claims or making false statements to receive payment from Medicare, Medicaid, or other U.S. federal or state healthcare programs; (ii) U.S. federal and state anti-kickback and fee-splitting statutes, including the Medicare and Medicaid anti-kickback statute, which prohibit or restrict the payment or receipt of remuneration to induce referrals or recommendations of healthcare items or services; (iii) U.S. federal and state physician self-referral laws (commonly referred to as the “Stark Law”), which, subject to certain exceptions, generally prohibit referrals of specifically designated health services by physicians to entities with which the physician or an immediate family member has a financial relationship; and (iv) the federal Civil Monetary Penalties Law, which prohibits, among other things, the knowing presentation of a false or fraudulent claim for certain healthcare services and which authorizes the U.S. Department of Health and Human Services to impose monetary penalties for certain fraudulent acts. Violations of U.S. healthcare fraud and abuse laws carry civil, criminal, and administrative sanctions, including punitive sanctions, monetary penalties, imprisonment, denial of Medicare and Medicaid reimbursement, payment suspensions, and potential exclusion from Medicare, Medicaid, or other federal or state healthcare programs. These laws are enforced by a variety of federal, state, and local agencies and in the U.S. can also be enforced by private litigants through, among other things, federal and state false claims acts, which allow private litigants to bring qui tam or “whistleblower” actions, in which individuals have tremendous financial gain in bringing a whistleblower claim as federal and state false claim acts provide that individuals receive between 15% and 30% of the money recouped. Additionally, violations of false claims acts can result in treble damages. Our tenants and operators that participate in government reimbursement programs are subject to these laws and may become the subject of governmental enforcement actions or whistleblower actions if they fail to comply with applicable laws. Additionally, the licensed operators of our U.S. long-term care facilities that participate in government reimbursement programs are required to have compliance and ethics programs that meet the requirements of federal laws and regulations relating to the Social Security Act. Where we have used a RIDEA structure, we are dependent on management companies to fulfill our compliance obligations, and we have developed a program to periodically monitor compliance with such obligations. Investigation by a federal or state governmental body for violation of fraud and abuse laws or imposition of any of these penalties upon one of our operators could jeopardize that operator’s business, reputation, and ability to operate.
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Laws and Regulations Governing Privacy and Security
There are various U.S. federal and state privacy laws and regulations, including the privacy and security rules contained in the Health Insurance Portability and Accountability Act of 1996 (commonly referred to as “HIPAA”), that provide for the privacy and security of personal health information. An increasing focus of the U. S. Federal Trade Commission’s (“FTC’s”) consumer protection regulation is the impact of technological change on protection of consumer privacy. The FTC, as well as state attorneys general, have taken enforcement action against companies that do not abide by their representations to consumers regarding electronic security and privacy. To the extent we or our affiliated operating entities are a covered entity or business associate under HIPAA and the Health Information Technology for Economic and Clinical Health Act (the “HITECH Act”), compliance with those requirements require us to, among other things, conduct a risk analysis, implement a risk management plan, implement policies and procedures, and conduct employee training. In most cases, we are dependent on our tenants and management companies to fulfill our compliance obligations, and we have developed a program to periodically monitor compliance with such obligations. Because of the far reaching nature of these laws, there can be no assurance we would not be required to alter one or more of our systems and data security procedures to be in compliance with these laws. Our failure to protect health information could subject us to civil or criminal liability and adverse publicity, and could harm our business and impair our ability to attract new customers and residents. We may be required to notify individuals, as well as government agencies and the media, if we experience a data breach.
Further, as reliance on technology has increased, so have the risks posed to those systems. Parties that provide us with services essential to our operations must continuously monitor and develop their networks and information technology to prevent, detect, address, and mitigate the risk of unauthorized access, misuse, computer viruses, and social engineering, such as phishing. Our tenants and management companies are continuously working, including with the aid of third-party service providers, to install new, and to upgrade existing, network and information technology systems, to create processes for risk assessment, testing, prioritization, remediation, risk acceptance, and reporting, and to provide awareness training around phishing, malware, and other cyber risks to ensure that our partners that provide us with services essential to our operations are protected against cyber risks and security breaches and that we are also therefore so protected. However, these upgrades, processes, new technology, and training may not be sufficient to protect us from all risks. Even the most well protected information, networks, systems, and facilities remain potentially vulnerable because the techniques and technologies used in attempted attacks and intrusions evolve and generally are not recognized until launched against a target. In some cases, attempted attacks and intrusions are designed not to be detected and, in fact, may not be detected.
Reimbursement
Sources of revenue for some of our tenants and operators include, among others, governmental healthcare programs, such as the federal Medicare programs and state Medicaid programs, and non-governmental third-party payors, such as insurance carriers and HMOs. Our tenants and operators who participate in governmental healthcare programs are subject to government reviews, audits, and investigations to verify compliance with these programs and applicable laws and regulations. As federal and state governments focus on healthcare reform initiatives, and as the federal government and many states face significant current and future budget deficits, efforts to reduce costs by these payors will likely continue, which may result in reduced or slower growth in reimbursement for certain services provided by some of our tenants and operators. Governmental healthcare programs are highly regulated and are subject to frequent and substantial legislative, regulatory, and interpretive changes, which could adversely affect reimbursement rates and the method and timing of payment under these programs. Additionally, new and evolving payor and provider programs in the U.S., including Medicare Advantage, Dual Eligible, Accountable Care Organizations, Post-Acute Care Payment Models, SNF Value-Based Purchasing Programs, and Bundled Payments could adversely impact our tenants’ and operators’ liquidity, financial condition, or results of operations.
Effective January 16, 2024, Medicare and Medicaid nursing facilities are required to disclose new data about the facility’s ownership, management, and the owners of real property lessors upon initial enrollment and revalidation. In addition, the nursing facilities are required to timely report any changes, including in connection with any change of ownership. The Centers for Medicare and Medicaid Services (“CMS”) defines the new disclosable parties to include members of the facility’s governing body, persons, or entities who are an officer, director, member, partner, trustee, or managing employee of the facility, persons, or entities that exercise operational, financial, or managerial control, lease or sublease real property to the facility, own a direct or indirect interest of five percent or greater of the real property, or provide management or administrative services to the facility. Additionally, facilities are required to disclose whether any entity on the enrollment form is a private equity company or REIT. CMS makes the information publicly available. This new disclosure requirement involves reporting extensive information and may complicate our healthcare facility operators’ efforts to comply with Medicare and Medicaid requirements. Failure to comply with the new disclosure requirements could negatively affect our healthcare facility operators’ participation in Medicare and state Medicaid programs.
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Healthcare Licensure and Certificate of Need
Certain healthcare facilities in our portfolio are subject to extensive national, federal, state, and local licensure, certification, and inspection laws and regulations. A healthcare facility’s failure to comply with these laws and regulations could result in a revocation, suspension, restriction, or non-renewal of the facility’s license and loss of a certificate of need, which could adversely affect the facility’s operations and ability to bill for items and services provided at the facility. In addition, various licenses and permits are required to handle controlled substances (including narcotics), operate pharmacies, handle radioactive materials, and operate equipment. Many states in the U.S. require certain healthcare providers to obtain a certificate of need, which requires prior approval for the construction, expansion, or closure of certain healthcare facilities. The approval process related to state certificate of need laws may impact the ability of some of our tenants and operators to expand or change their businesses. Changes in these laws and regulations could negatively affect the ability of our tenants to make lease payments to us.
In some states, healthcare facilities are subject to various state certificate of need (“CON”) laws requiring governmental approval prior to the development or expansion of healthcare facilities and services. State CON laws often materially impact the ability of competitors to enter into the marketplace of our facilities and the repeal of CON laws could allow competitors to freely operate in previously closed markets.
Product Approvals
While our lab tenants include some well-established companies, other tenants are less established and, in some cases, may not yet have a product approved by the Food and Drug Administration, or other regulatory authorities, for commercial sale. Creating a new pharmaceutical product or medical device requires substantial investments of time and capital, in part because of the extensive regulation of the healthcare industry. It also entails considerable risk of failure in demonstrating that the product is safe and effective and in gaining regulatory approval and market acceptance.
Entrance Fee Communities
Our CCRCs are operated as entrance fee communities. Generally, an entrance fee is an upfront fee or consideration paid by a resident, a portion of which may be refundable, in exchange for some form of long-term benefit, typically consisting of a right to receive certain personal or health care services. In certain states (including the ones in which we operate) entrance fee communities are subject to significant state regulatory oversight, including, for example, oversight of each facility’s financial condition, establishment and monitoring of reserve requirements and other financial restrictions, the right of residents to cancel their contracts within a specified period of time, the right of residents to receive a refund of their entrance fees, lien rights in favor of the residents, restrictions on change of ownership, and similar matters.
Americans with Disabilities Act (“ADA”)
Our properties must comply with the ADA and any similar state or local laws to the extent that such properties are “public accommodations” as defined in those statutes. The ADA may require removal of barriers to access by persons with disabilities in certain public areas of our properties where such removal is readily achievable. To date, we have not received any notices of noncompliance with the ADA that have caused us to incur substantial capital expenditures to address ADA concerns. Should barriers to access by persons with disabilities be discovered at any of our properties, we may be directly or indirectly responsible for additional costs that may be required to make facilities ADA-compliant. Noncompliance with the ADA could result in the imposition of fines or an award of damages to private litigants. The obligation to make readily achievable accommodations pursuant to the ADA is an ongoing one, and we continue to assess our properties and make modifications as appropriate in this respect.
Environmental Matters
A wide variety of federal, state, and local environmental and occupational health and safety laws and regulations affect healthcare facility operations. These complex federal and state statutes, and their enforcement, involve a myriad of regulations, many of which involve strict liability on the part of the potential offender. Some of these federal and state statutes may directly impact us. Under various federal, state, and local environmental laws, ordinances, and regulations, an owner of real property or a secured lender, such as us, may be liable for the costs of removal or remediation of hazardous or toxic substances at, under or disposed of in connection with such property, as well as other potential costs relating to hazardous or toxic substances (including government fines and damages for injuries to persons and adjacent property). The cost of any required remediation, removal, fines, personal or property damages, and any related liability therefore could exceed or impair the value of the property and/or the assets. In addition, the presence of such substances, or the failure to properly dispose of or remediate such substances, may adversely affect the value of such property and the owner’s ability to sell or rent such property or to borrow using such property as collateral, which, in turn, could reduce our earnings. For a description of the risks associated with environmental matters, see “Item 1A, Risk Factors” in this report.
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Insurance
We obtain various types of insurance to mitigate the impact of property, business interruption, liability, flood, windstorm, earthquake, fire, environmental, and terrorism-related losses. We attempt to obtain appropriate policy terms, conditions, limits, and deductibles considering the relative risk of loss, the cost of such coverage, and current industry practice. There are, however, certain types of extraordinary losses, such as those due to acts of war or other events, that may be either uninsurable or not economically insurable. In addition, we have a large number of properties that are exposed to earthquake, flood, and windstorm occurrences, which carry higher deductibles.
We maintain property insurance for all of our properties. Tenants under triple-net leases are required to provide primary property, business interruption, and liability insurance. We maintain separate general and professional liability insurance for our CCRCs and the senior housing facilities owned by our SWF SH JV. Additionally, our corporate general liability insurance program also extends coverage for all of our properties beyond the aforementioned. We periodically review whether we or our RIDEA operators will bear responsibility for maintaining the required insurance coverage for the applicable CCRCs and senior housing facilities owned by our SWF SH JV, but the costs of such insurance are facility expenses paid from the revenues of those properties, regardless of who maintains the insurance.
We also maintain directors and officers liability insurance, which provides protection for claims against our directors and officers arising from their responsibilities as directors and officers. Such insurance also extends to us in certain situations.
Sustainability and Corporate Impact
We believe that corporate impact initiatives are a vital part of corporate responsibility, which supports our primary goal of increasing stockholder value through profitable growth. We continue to advance our commitment to sustainability, with a focus on achieving goals in each of the corporate impact dimensions. Our Board of Directors oversees corporate impact matters, with the Nominating and Corporate Governance Committee overseeing sustainability and corporate governance matters, the Audit Committee overseeing risk management, and the Compensation and Human Capital Committee overseeing human capital management. We use an integrated approach to corporate impact throughout our business to identify risks and opportunities, capture efficiencies and cost savings, and report on the issues most relevant to stakeholders.
Environment: Our environmental management programs strive to make our buildings more sustainable and capture cost efficiencies that ultimately benefit our investors, employees, tenants, business partners, and other stakeholders, while reducing our carbon footprint and providing a positive impact on the communities in which we operate. We regularly assess the risks and financial impacts to our business posed by climate change, including transition risks, physical climate risks, potential business disruption, and regulatory requirements, and work with our property managers, operators, and tenants to implement projects to mitigate these risks and impacts. For a description of the risks associated with climate risk matters, see “Item 1A, Risk Factors” in this report.
Social: See “—Human Capital Matters” below.
Governance: Our transparent corporate governance initiatives incorporate sustainability as a critical component in achieving our business objectives and properly managing risks.
Our recent corporate impact highlights include:
•Reported a reduction of 2.1% in Scope 1 and Scope 2 greenhouse gas emissions (“GHG”) in 2023 compared to 2022 on a like-for-like comparative basis (as defined below)
•Obtained 6 new LEED certifications, 19 new ENERGY STAR certifications, and 150 ENERGY STAR recertifications in 2024
•Named an ENERGY STAR Partner of the Year for Sustained Excellence in 2024, marking our fourth time receiving the Partner of the Year award and first time being recognized for Sustained Excellence
•Received a Green Star rating from the Global Real Estate Sustainability Benchmark (“GRESB”) for the thirteenth consecutive year, recognizing leading sustainability performance in our sector
•Named to Newsweek’s America’s Most Responsible Companies list for the sixth consecutive year
•Named a constituent in the FTSE4Good Index for the thirteenth consecutive year
•Named a constituent in the S&P Global Dow Jones Sustainability World Index for the fifth time and S&P Global North America Dow Jones Sustainability Index for the twelfth consecutive year
•Named to the S&P Global Sustainability Yearbook for the ninth consecutive year
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Under our “like-for-like” methodology, direct and indirect GHG emissions are compared on a year-over-year rolling basis using Scope 1 and Scope 2 GHG emissions for the properties that we have owned for two full consecutive calendar years, excluding non-stabilized developments and redevelopments in each year of the calculation. Base data utilized in the calculation of Scope 1 and Scope 2 GHG emissions is obtained from third-party invoices or estimates.
For additional information regarding our corporate impact initiatives, methodologies, and approach to climate change, please visit our website at www.healthpeak.com/corporate-impact.
Human Capital Matters
Our employees represent our greatest asset, and as of December 31, 2024, we had 387 full-time employees. Our Board of Directors, through its Compensation and Human Capital Committee, retains oversight of human capital management, including corporate culture, diversity, inclusion, talent acquisition, retention, employee satisfaction, engagement, and succession planning. We report on human capital matters at each regularly scheduled Board of Directors meeting and periodically throughout the year. The most significant human capital measures or objectives that we focus on in managing our business and our related human capital initiatives include the following:
•Workforce Diversity: We believe we are a stronger organization when our workforce represents a diversity of ideas and experiences. We value and embrace such diversity in our employee recruiting, hiring, and development practices. Our workforce was made up of 59% female employees and 35% racially or ethnically diverse employees as of December 31, 2024.
•Inclusion and Belonging: We promote a work environment that emphasizes respect, fairness, inclusion, and dignity. We are committed to providing equal opportunity and fair treatment to all individuals based on merit, without discrimination based on race, color, religion, national origin, citizenship, marital status, gender (including pregnancy), gender identity, gender expression, sexual orientation, age, disability, veteran status, or other characteristics protected by law. We do not tolerate discrimination or harassment. All employees are required to attend a biennial training on unconscious bias.
•Engagement: High employee engagement and satisfaction are both critical to attracting and retaining top talent and benefit our business in many ways. We conduct a regular employee engagement survey through an independent third party, measuring our progress on important employee issues and identifying opportunities for growth and improvement.
•Training and Development: We conduct at least annual employee training on our Code of Business Conduct and Ethics, as well as annual training on harassment prevention or unconscious bias. We also provide training and development to all employees, focusing on career development, professional development, and REIT essentials.
•Compensation and Benefits: We aim to ensure merit-based, equitable compensation practices to attract, retain, and recognize talent. We provide competitive compensation and benefit packages to our employees.
•Health, Safety, and Wellness: The health, safety, and wellness of our employees are vital to our success. We are committed to protecting the well-being and safety of employees through special training and other measures. We maintain a hybrid work model, which we believe maximizes company-wide productivity, and provide employees with resources, including virtual tools and ergonomic equipment, to maximize work-from-home efficiency.
•Community Partnership: Our Social Responsibility Committee is responsible for oversight of our charitable and volunteer activities. We partner with organizations that share our desire to support research, education, and other activities related to healthcare.
For additional information on human capital matters, please see our most recent proxy statement or corporate impact report, each of which is available on our website at www.healthpeak.com.
Available Information
Our website address is www.healthpeak.com. Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act are available on our website, free of charge, as soon as reasonably practicable after we electronically file such materials with, or furnish them to, the SEC. Additionally, the SEC maintains a website that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including us, at www.sec.gov. References to our website throughout this Annual Report on Form 10-K are provided for convenience only and the content on our website does not constitute a part of this Annual Report on Form 10-K.
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ITEM 1A.    Risk Factors
The section below discusses the risk factors that may materially adversely affect our business, results of operations, and financial condition. Additional risks not presently known to us or that we currently deem immaterial may also adversely affect our business.
As set forth below, we believe that the risks we face generally fall into the following categories:
•risks related to our business and operations;
•risks related to our capital structure and market conditions;
•risks related to the regulatory environment;
•risks relating to integration and property management internalization following our Merger with Physicians Realty Trust;
•risks related to tax, including REIT-related risks, and related to our jurisdiction of incorporation and our structure as an UPREIT.
Risks Related to Our Business and Operations
We may be negatively impacted by macroeconomic trends that may increase construction, labor, and other operating costs for us and our tenants, operators, and borrowers.
In recent periods, many of our costs, including labor costs, construction costs, utilities, and other operating and administrative costs, have been adversely affected by macroeconomic trends, including inflation, price volatility, declines in economic growth rates, and changes in unemployment. These macroeconomic trends have been exacerbated by higher interest rates, supply chain disruptions, geopolitical conflicts, federal government deficits, responses to the Covid pandemic, and other international and domestic events impacting the macroeconomic environment. If any of these adverse macroeconomic trends continue or recur in the future, our business and results of operations may be negatively impacted.
Interest rates rose substantially in 2022 and 2023. U.S. government policies implemented to address inflation, including actions by the Federal Reserve System’s Federal Open Market Committee (the “FOMC”) to increase short-term interest rates, resulted in increases in interest rates in the credit markets and other impacts on the macroeconomic environment. Interest rates may continue to remain elevated above historical levels for the foreseeable future or rise again. The FOMC may maintain a higher federal funds rate for a longer period of time, or may determine to raise the federal funds rate again, either of which would likely lead to higher short-term interest rates and the possibility of lower asset values, slowing economic growth and increasing the possibility of a recession. Historically higher interest rates have caused, and may in the future cause, unfavorable financing terms and increased interest costs for variable rate debt and new debt. Further, actions by the FOMC to decrease short-term interest rates could lead to inflationary pressures. We may not be able to offset additional costs caused by inflation, higher interest rates, or other macroeconomic trends by passing them through, or increasing the rates we charge, to tenants and residents. These increased costs may hinder our ability to execute on accretive acquisitions or otherwise adversely affect our business, results of operations, and financial condition. Increased interest rates could also negatively impact consumer spending and our tenants’, operators’, and borrowers’ businesses and future demand for our properties.
Furthermore, rising labor costs and personnel shortages may adversely impact us or our tenants, operators, and borrowers. Competitive pressures may require that we or our tenants, operators, or borrowers enhance pay and benefits packages to compete effectively for such personnel. To the extent we or our tenants, operators, or borrowers cannot hire a sufficient number of qualified personnel, we or they may need to utilize high-cost alternatives to meet labor needs, including contract and overtime labor, or our business may operate below capacity, which may affect our ability to effectively manage risk and pursue potential revenue and growth opportunities.
Additionally, changing technologies, political and regulatory conditions, and cultural trends could negatively impact future demand for our properties, which could have a material adverse effect on our business, results of operations, and financial condition.
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Life science industry changes could have a material adverse effect on our business, results of operations, and financial condition.
If economic, financial, regulatory, or industry conditions adversely affect the life science industry, we may be unable to lease or re-lease our lab properties in a timely manner or at profitable rates or with favorable terms. In addition, because lab property infrastructure improvements are typically significantly more costly than improvements to other property types due to their highly specialized nature, and lab tenants typically require greater lease square footage relative to outpatient medical tenants, repositioning efforts would have a disproportionate adverse effect on our lab segment performance. Further, our lab investments could face decreased demand from biotech and life science companies relative to supply, and life science industry consolidation could reduce the rentable square footage requirements of our client tenants and prospective client tenants, which may adversely impact our revenues from lease payments. Finally, our lab investments could also be adversely affected if the life science industry migrates from the U.S. to other countries or to areas outside of our primary lab markets in the greater South San Francisco, San Diego, and Boston areas.
Our lab tenants face significant regulation, funding requirements, and uncertainty.
Our lab tenants face substantial requirements for, and risks related to, the research, development, clinical testing, manufacture, and commercialization of their products and technologies, including:
•significant funding requirements, including for rent payments due to us;
•federal, state, and foreign regulatory approvals that may be costly or difficult to obtain, may take several years and be subject to delay, may not be obtained at all, require validation through clinical trials that may face delays or difficulties, or ultimately be unsuccessful;
•product and technology efficacy risks;
•acceptance risks among doctors and patients;
•significant regulatory and liability risks, including the possible later discovery of safety concerns and other defects and potential loss of approvals, competition from new products, and the expiration of patent protection;
•new and emerging laws aimed at the life science/biotechnology industry, increasing regulatory requirements and compliance costs, as well as healthcare reforms and reimbursement policies of government or private healthcare payors, including price controls for prescription drug prices;
•intellectual property and technology risks under patent, copyright, and trade secret laws; and
•economic conditions potentially restricting growth opportunities.
Our lab tenants’ ability to raise capital depends on the actual or perceived viability of their products and technologies, their financial and operating condition and outlook, and the overall financial, banking, and economic environment. If venture capital firms, private investors, the public markets, companies in the life science industry, the government, or other sources of funding are difficult to obtain or unavailable to support our tenants’ activities, including as a result of general economic conditions or adverse market conditions that negatively impact our tenants’ ability to raise capital, our tenants’ business would be adversely affected or could fail. If our lab tenants’ businesses are adversely affected, they may fail to make their rent payments to us, which could have a material adverse effect on our business, results of operations, and financial condition.
Decreases in our tenants’, operators’, or borrowers’ revenues, or increases in their expenses, or other factors adversely affecting their ability to borrow money, could affect their ability to meet their financial and other contractual obligations to us.
Occupancy levels at, and rental income from, our outpatient medical and senior housing properties depend on our ability and the ability of our tenants, operators, and borrowers to compete with respect to (i) the quality of care provided, (ii) reputation, (iii) price, (iv) the range of services offered, (v) the physical appearance of a property, (vi) family preference, (vii) referral sources, and (viii) location.
In addition, our outpatient medical and senior housing tenants, operators, and borrowers compete with certain companies that have superior resources and attributes and/or provide similar healthcare services or alternatives such as home health agencies, telemedicine, life care at home, community-based service programs, retirement communities, and convalescent centers. There have been, and there are expected to continue to be, advances and changes in technology, payment models, healthcare delivery models, regulation, and consumer behavior, preferences, and perception that could reduce demand for on-site activities provided at our properties. If our tenants, operators, or borrowers are unable to adapt to long-term changes in demand, their financial condition could be materially impacted and our business, financial condition, and results of operations could be adversely affected.
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Furthermore, these tenants, operators, and borrowers face a competitive labor market. A shortage of care givers or other trained personnel, union activities (including strikes, labor slowdowns, or contract negotiations), wage laws, or general inflationary pressures on wages may require our tenants, operators, and borrowers to enhance pay and benefits packages, or to use more expensive contract personnel, and they may be unable to offset these added costs by increasing the rates charged to residents or patients. An inability to attract and retain qualified personnel, including personnel possessing the expertise needed to operate in the life science, outpatient medical, and senior housing sectors, could negatively impact the ability of our tenants, operators, and borrowers to meet their obligations to us.
Our tenants, operators, and borrowers could also be adversely impacted by a bank failure or other event affecting financial institutions, including through disruptions in access to bank deposits or borrowing capacity, including access to letters of credit from certain of our tenants relating to lease obligations, and any resulting adverse effects to our tenants’, operators’, or borrowers’ liquidity or financial performance could affect their ability to meet their financial and other contractual obligations to us.
Although we generally have the right under specified circumstances to terminate a lease, evict a tenant or terminate an operator, demand immediate repayment of outstanding loan amounts or other obligations to us, or draw on a letter of credit, we may be unable to enforce these rights or we may determine not to do so if we believe that doing so would be more detrimental than alternative approaches. If widespread default or nonpayment of outstanding obligations from our tenants, operators, or borrowers occurs at a time when terminating our agreements with them and replacing them would be difficult or impossible, we could elect instead to amend our agreements on materially less favorable terms to us. The failure of our tenants, operators, or borrowers to meet their financial and other contractual obligations to us could have a material adverse effect on our business, results of operations, and financial condition.
We may be negatively impacted by the insolvency or bankruptcy of, or the inability to obtain funding by, one or more of our major tenants, operators, or borrowers.
A downturn in our tenants’, operators’, or borrowers’ businesses has led, and could in the future lead, to voluntary or involuntary bankruptcy or similar insolvency proceedings, including assignment for the benefit of creditors, liquidation, or winding-up. Bankruptcy and insolvency laws afford certain rights to a defaulting tenant, operator, or borrower that has filed for bankruptcy or reorganization that has, and in the future may, render certain of our remedies unenforceable or, at the least, delay our ability to pursue such remedies and realize any related recoveries.
A debtor has the right to assume, or to assume and assign to a third party, or to reject its executory contracts and unexpired leases in a bankruptcy proceeding. We have been subject to rejection of our leases in the past and may experience such rejection in the future. When a debtor rejects its leases with us, obligations under such rejected leases cease. The claim against the rejecting debtor for remaining rental payments due under the lease is an unsecured claim limited by the statutory cap set forth in the U.S. Bankruptcy Code. This statutory cap may be substantially less than the remaining rent actually owed under the lease. In addition, a debtor may also assert in bankruptcy proceedings that certain leases should be re-characterized as financing agreements, which could result in our being deemed a lender instead of a landlord. A lender’s rights and remedies, as compared to a landlord’s, generally are materially less favorable, and our rights as a lender may be subject to lower priority for payment under the U.S. Bankruptcy Code.
Furthermore, the automatic stay provisions of the U.S. Bankruptcy Code preclude us from enforcing our remedies unless we first obtain relief from the court having jurisdiction over the bankruptcy case. This effectively limits or delays our ability to collect unpaid rent or interest payments, and we may ultimately not receive any payment at all. In addition, we have been, and may again be, required to fund certain expenses and obligations (e.g., real estate taxes, insurance, debt costs, and maintenance expenses) to preserve the value of our properties, avoid the imposition of liens on our properties, or transition our properties to a new tenant or operator.
If we are unable to transition affected properties, they would likely experience prolonged operational disruption, leading to lower occupancy rates and further depressed revenues. Publicity about the operator’s financial condition and insolvency proceeds may also negatively impact their and our reputations, decreasing customer demand and revenues. Any or all of these risks could have a material adverse effect on our revenues, results of operations, and cash flows. These risks could be magnified where we lease multiple properties to a single operator under a master lease, as an operator failure or default under a master lease would expose us to these risks across multiple properties.
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We depend on real estate investments, particularly in the healthcare property sector, making us more vulnerable to a downturn or slowdown in that specific sector than if we were investing across multiple sectors.
We concentrate our investments in the healthcare property sector. A downturn or slowdown in this sector would have a greater adverse impact on our business than if we had investments across multiple sectors, and could negatively impact the ability of our tenants, operators, and borrowers to meet their obligations to us, as well as their ability to maintain historical rental and occupancy rates, which could have a material adverse effect on our business, results of operations, and financial condition. In addition, such downturns could have a material adverse effect on the value of our properties and our ability to sell properties at prices or on terms acceptable or favorable to us.
The illiquidity of our real estate investments may prevent us from timely responding to economic or investment performance changes.
Our real estate investments can be relatively illiquid due to: (i) restrictions on our ability to sell properties under applicable REIT tax laws, (ii) other tax-related considerations, (iii) regulatory hurdles, and (iv) market conditions. As a result, we may be unable to recognize full value for any property that we seek to sell. Our inability to timely respond to economic or investment performance changes could have a material adverse effect on our business, results of operations, and financial condition.
Identifying and securing new or replacement tenants or operators can be time consuming and costly.
Healthcare properties can be highly customized, and the improvements generally required to conform a property to healthcare use are costly, sometimes tenant-specific, and may be subject to regulatory requirements. A new or replacement tenant or operator may require different features in a property, depending on that tenant’s or operator’s particular business. In addition, infrastructure improvements for outpatient medical and lab properties typically are significantly more expensive than improvements to other property types due to the highly specialized nature of the properties, and with respect to lab properties, the greater lease square footage often required by lab tenants. Therefore, we may incur substantial expenditures to modify a lab property and experience delays before we are able to secure a new or replacement tenant or operator or to accommodate multiple tenants or operators, which may have a material adverse effect on our business, results of operations, and financial condition.
In addition, we may fail to identify suitable replacements or enter into leases, management agreements, or other arrangements with new tenants or operators on a timely basis or on terms as favorable to us as our current leases, if at all. We also may be required to fund certain expenses and obligations, such as real estate taxes, debt costs, insurance costs, and maintenance expenses, to preserve the value of, and avoid the imposition of liens on, our properties while they are being repositioned. In addition, we may incur certain obligations and liabilities, including obligations to indemnify the replacement tenant or operator. Identifying and securing new or replacement tenants or operators can be time consuming and costly, which could have a material adverse effect on our business, results of operations, and financial condition.
Property development, redevelopment, and tenant improvement risks can render a project less profitable or unprofitable and delay or prevent its undertaking or completion.
Our property development, redevelopment, and tenant improvement projects could be canceled, abandoned, delayed or, if completed, fail to perform in accordance with expectations due to, among other things:
•the inability to obtain financing on favorable terms or at all, or the lack of liquidity we deem necessary or appropriate for the project;
•legal and regulatory hurdles, including moratoriums on development and redevelopment activities, net zero or carbon neutrality requirements, or other building and energy performance requirements;
•the failure to obtain, or costs associated with obtaining, necessary zoning, entitlements, and permits;
•cost increases; and
•other factors over which we have limited or no control, including: (i) changes in market and economic conditions; (ii) natural disasters and other catastrophic events or physical climate risks, such as wildfires, earthquakes, and wind storms; (iii) pandemics or other health crises; (iv) labor conditions, including a labor shortage or work stoppage; (v) shortages of construction materials; (vi) environmental conditions; or (vii) civil unrest and acts of war or terrorism.
Project costs may materially exceed original estimates due to, among other things:
•higher interest rates;
•increased costs for materials, transportation, environmental remediation, labor, or other inputs, including those caused by a shortage of construction materials or labor;
•negligent construction or construction defects;
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•damage, vandalism, or accidents; and
•increased operating costs, including insurance premiums, utilities, real estate taxes, and costs of complying with changes in government regulations or increases in tariffs.
Delays in project completion also delay the commencement of related rental payments, including increases in rental payments following tenant improvement projects, and may provide tenants the right to terminate leases or cause us to incur additional costs, including through rent abatement.
Demand for a project may decrease prior to a project’s completion, and resulting lease-up rates, rental rates, lease commencement dates, and occupancy levels may fail to meet expectations. Tenants that have pre-leased at a project may file for bankruptcy or become insolvent, or elect to terminate their lease prior to delivery if they are acquired or for other reasons. Finally, a project may have defects that we do not discover through the inspection processes, including latent defects not discovered until after we put a property in service.
The foregoing risks could result in not achieving anticipated returns on investment and could have a material adverse effect on our business, results of operations, and financial condition.
The hospitals on whose campuses our outpatient medical buildings are located and their affiliated healthcare systems could fail to remain competitive or financially viable, which could adversely impact their ability to attract physicians and physician groups to our outpatient medical buildings and our other properties that serve the healthcare industry.
The viability of hospitals depends on factors such as: (i) the quality and mix of healthcare services provided, (ii) competition for patients and physicians, (iii) demographic trends in the surrounding community, (iv) market position, (v) growth potential, and (vi) changes to the reimbursement system, as well as the ability of the affiliated healthcare systems to provide economies of scale and access to capital. In addition, hospitals could be negatively affected by widespread cancellations of elective procedures due to health and safety measures or otherwise. If a hospital whose campus is located near one of our outpatient medical buildings is unable to meet its financial obligations, and if an affiliated healthcare system is unable to support that hospital or goes bankrupt, the hospital may be unable to successfully compete or could be forced to close, relocate, or be sold to another provider, which could adversely impact its ability to attract physicians and other healthcare-related users. In addition, hospitals can also be adversely affected by increasing legal and regulatory scrutiny and hurdles, including requirements for hospitals to be able to engage in certain transactions or change owners or operators, which could impact the financial viability of the hospitals. Because we rely on our proximity to, and affiliations with, these hospitals to create tenant demand for space in our outpatient medical buildings, their inability to remain competitive or financially viable, or to attract physicians and physician groups, could adversely affect our outpatient medical building operations and have a material adverse effect on us.
We may be unable to develop, maintain, or expand hospital and health system client relationships.
We invest significant time in developing, maintaining, and expanding relationships with both new and existing hospital and health system clients. If we fail to maintain these relationships, including through a lack of responsiveness, failure to adapt to the current market, or employment of individuals with inadequate experience, our reputation and relationships will be harmed and we may lose business to competitors, which could have a material adverse effect on us.
We assume operational risks with respect to our senior housing properties managed in RIDEA structures that could have a material adverse effect on our business, results of operations, and financial condition.
Although the RIDEA structure gives us certain oversight approval rights (e.g., budgets and material contracts) and the right to review operational and financial reporting information, our operators are ultimately in control of the day-to-day business of the property. As a result, we have limited rights to direct or influence the business or operations of our CCRCs and in the properties owned by our SWF SH JV, all of which are under RIDEA structures, and we depend on our operators to operate these properties in a manner that complies with applicable law, minimizes legal risk, and maximizes the value of our investment.
Under a RIDEA structure, our TRS is ultimately responsible for all operational risks and other liabilities of the properties, other than those arising out of certain actions by our operator, such as gross negligence or willful misconduct. Operational risks include, and our resulting revenues therefore depend on, among other things: (i) occupancy rates; (ii) the entrance fees and rental rates charged to residents; (iii) the requirements of, or changes to, governmental reimbursement programs such as Medicare or Medicaid, to the extent applicable, including changes to reimbursement rates; (iv) our operators’ reputations and ability to attract and retain residents; (v) general economic conditions and market factors that impact seniors, including general inflationary pressures; (vi) competition from other senior housing providers; (vii) compliance with federal, state, local, and industry-regulated licensure, certification and inspection laws, regulations and standards; (viii) litigation involving our properties or residents/patients; (ix) the availability and cost of general and professional liability insurance coverage or increases in insurance policy deductibles; and (x) the ability to control operating expenses.
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Operators of our CCRCs and the SWF SH JV properties primarily depend on private sources for their revenues and the ability of their patients and residents to pay fees. Costs associated with independent and assisted living services are not generally reimbursable under governmental reimbursement programs such as Medicare and Medicaid. Accordingly, our operators of these properties depend on attracting seniors with appropriate levels of income and assets, which may be affected by many factors, including: (i) prevailing economic and market trends, including general inflationary pressures; (ii) consumer confidence; (iii) demographics; (iv) property condition and safety; (v) public perception about such properties; (vi) social and environmental factors; and (vii) changes in consumer preferences (such as favoring home health services instead of residing in a senior housing community).
In addition, epidemics, pandemics, and severe flu seasons or any other widespread illness could result in early move-outs or delayed move-ins during quarantine periods or during periods when actual or perceived risks of such illnesses are heightened, and have reduced, and could continue to reduce, our operators’ revenues.
If our operators fail to effectively conduct operations on our behalf, or to maintain and improve our properties, it could adversely affect our business reputation as the owner of the properties, as well as the business reputation of our operators and their ability to attract and retain patients and residents in our properties, which could have a material adverse effect on our and our operators’ business, results of operations, and financial condition.
Economic conditions, natural disasters, weather, and other events or conditions that negatively affect geographic areas where we have concentrated investments could have a material adverse effect on our business, results of operations, and financial condition.
We are subject to increased exposure to adverse conditions affecting the geographies in which our properties are located, including: (i) downturns in local economies or increases in unemployment rates; (ii) changes in local real estate conditions, including increases in real estate taxes and property insurance premiums; (iii) increased competition; (iv) decreased demand; (v) changes in political administrations, or federal, state, and local legislation, including changes affecting business or property taxes; (vi) local climate events and natural disasters and other catastrophic events, such as pandemics, earthquakes, hurricanes, windstorms, flooding, wildfires, and mudslides and other physical climate risks, including water stress and heat stress; and (vii) failures of regional banks. These risks could significantly disrupt our businesses in the region, harm our ability to compete effectively, result in increased costs or construction delays, and divert management attention, any or all of which could have a material adverse effect on our business, results of operations, and financial condition.
In addition, significant climate changes in areas where we own property could result in extreme weather and changes in precipitation, temperature, and other weather patterns, all of which could result in physical damage to or a decrease in demand for properties located in these areas or affected by these conditions or delays in construction. Moreover, an increase in volatility and difficulty predicting adverse weather events, such as freeze events in warmer climates in recent years, as well as increased hurricane intensity, may result in additional losses. Intensifying natural disasters resulting from climate change and extreme weather events, coupled with macroeconomic factors, have directly affected the availability of insurance, premiums, deductibles, and capacity that insurers are willing to underwrite. As a result, we may determine to self-insure more of our exposures, absorb more below deductible losses, and look for alternative means of risk transfer in order to avoid spiraling insurance costs. These events also have indirect effects on our business by increasing the costs of energy, maintenance, and snow removal at our properties. If changes in the climate have material effects, such as property destruction, or occur for extended periods, this could have a material adverse effect on business, results of operations, and financial condition.
Uninsured or underinsured losses could result in a significant loss of capital invested in a property, lower than expected future revenues, and unanticipated expenses.
A large number of our properties are located in areas exposed to earthquakes, hurricanes, windstorms, flooding, water stress, heat stress, and other common natural disasters and physical climate risks. In particular, (i) a significant portion of our lab development projects and approximately 67% of our lab portfolio (based on gross asset value as of December 31, 2024) was concentrated in California, which is known to be subject to earthquakes, wildfires, and other natural disasters, and (ii) approximately 68% of our CCRC portfolio (based on gross asset value as of December 31, 2024) was concentrated in Florida, which is known to be subject to hurricanes. While we maintain insurance coverage for earthquakes, fires, hurricanes, windstorms, floods, and other natural disasters and physical climate risks, we may be unable to purchase the limits and terms we desire on a commercially reasonable basis due to increased insurance costs or the unavailability of insurance for certain exposures in other regions. We maintain additional earthquake insurance for our properties that are located in the vicinity of active earthquake zones in amounts and with deductibles we believe are commercially reasonable. Because of our significant concentration in the seismically active regions of South San Francisco, California, and San Diego, California, an earthquake in these areas could damage a significant portion of our lab portfolio. Similarly, a hurricane in Florida could damage a significant portion of our CCRC portfolio. As a result, aggregate deductible amounts may be material, and our insurance coverage may be materially insufficient to cover our losses. Furthermore, there are certain exposures for which we do not purchase insurance because we do not believe it is economically feasible to do so or there is no viable insurance market.
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If one of our properties experiences a loss that is uninsured or that exceeds policy coverage limits, we could lose our investment in the damaged property as well as the anticipated future cash flows from such property. If the damaged property is subject to recourse indebtedness, we could continue to be liable for the indebtedness even if the property is irreparably damaged. In addition, even if damage to our properties is covered by insurance, a disruption of business caused by a casualty event may result in loss of revenues for us. Any business interruption insurance may not fully compensate the lender or us for such loss of revenue. Our insurance coverage does not include damages as a result of a pandemic (such as Covid), including business interruption, loss of revenue or earnings, or any related effects (e.g., increased costs related to personal protective equipment, sanitization/sterilization of surfaces and equipment, and additional staffing). Insurance coverage for pandemics is not generally available; if it does become available again, it may not be on commercially reasonable terms and we may be unable to receive insurance proceeds that would compensate us fully for our liabilities, costs, and expenses in the event of a pandemic.
Our CCRC and senior housing operators also face various forms of class-action lawsuits from time to time, such as wage and hour and consumer rights actions, which generally are not covered by insurance. These class actions could result in significant defense costs, as well as settlements or verdicts that materially decrease anticipated revenues from a property and can result in the loss of a portion or all of our invested capital. We may also incur significant out-of-pocket costs associated with legal proceedings or other claims from residents and patients at our properties. Any of the foregoing risks could have a material adverse effect on our business, results of operations, and financial condition.
In addition, the rise in outsized jury verdicts and/or intensifying natural disasters could threaten policy limits and/or sublimits, which may result in the exhaustion of available insurance coverage for the remainder of the policy year. These events could also have a material adverse effect on our business, results of operations, and financial condition.
Our use of joint ventures may limit our returns on and our flexibility with jointly owned investments.
From time to time, we develop, acquire, and/or recapitalize properties in joint ventures with other persons or entities when circumstances warrant the use of these structures. Our participation in joint ventures is subject to risks that may not be present with other methods of ownership, including:
•our joint venture partners could have investment and financing goals that are inconsistent with our objectives, including the timing, terms, and strategies for any investments, and what levels of debt to incur or carry;
•because we lack sole decision-making authority, we could experience impasses or disputes relating to certain decisions, including those related to budget approvals, entitlements, construction and development, acquisitions, sales of assets, debt financing, execution of lease agreements, and vendor approvals, which could result in delayed decisions and missed opportunities and could require us to expend additional resources on litigation or arbitration to resolve;
•our joint venture partners may have competing interests that create conflicts of interest in our markets;
•our ability to transfer our interest in a joint venture to a third party may be restricted;
•the market for our interest may be limited and/or valued lower than fair market value;
•our joint venture partners may be structured differently than us for tax purposes, and this could create conflicts of interest and risks to our REIT status or could restrict the ways in which we are able to exit investments;
•our joint venture partners might become insolvent, fail to fund their share of required capital contributions or fail to fulfill their obligations as a joint venture partner, which may require us to infuse our own capital into the venture on behalf of the partner despite other competing uses for such capital;
•our joint venture agreements may contain anti-competitive restrictions that impact certain of our non-joint venture assets and require us to manage the non-joint venture assets in a manner we otherwise would not;
•our joint venture agreements may in certain circumstances grant our partners a right of first refusal to acquire certain of our non-joint venture assets;
•our joint venture agreements may give our partners management rights that allow them to make operational or other decisions with which we disagree or that we would manage differently; and
•our joint venture agreements may impose limitations or caps on the property management fees that we otherwise would have been entitled to receive if the underlying property were wholly owned.
In addition, in some instances, our joint venture partner will have the right to cause us to sell our interest, or acquire their interest, at a time when we otherwise would not have initiated such a transaction. Our ability to acquire our partner’s interest will be limited if we lack sufficient capital resources. This could require us to sell our interest in the joint venture when we might otherwise prefer to retain it. Any of the foregoing risks could have a material adverse effect on our business, results of operations, and financial condition.
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Rent escalators or contingent rent provisions in our leases could hinder our profitability and growth.
We derive a significant portion of our revenues from leasing properties pursuant to leases that generally provide for fixed rental rates, subject to annual escalations. If inflation exceeds our annual escalations, as it often recently has, our growth and profitability may be limited.
Under certain leases, a portion of the tenant’s rental payment to us is based on the property’s revenues (i.e., contingent rent). If a tenant’s revenue at a rental property with contingent rent declines, our rental revenues would decrease.
Additionally, some of our leases provide that annual rent is modified based on changes in the Consumer Price Index or other thresholds (i.e., contingent rent escalators). If the Consumer Price Index does not increase or other applicable thresholds are not met, rental rates may not increase as anticipated or at all, which could hinder our profitability and growth. Furthermore, if economic conditions result in significant increases in the Consumer Price Index, but the escalations under our leases with contingent rent escalators are capped or the increase in the Consumer Price Index exceeds our tenants’ ability to pay, our growth and profitability also may be limited.
Competition may make it difficult to identify and purchase, or develop, suitable healthcare properties to grow our investment portfolio, to finance acquisitions on favorable terms, or to retain or attract tenants and operators.
We face significant competition from other REITs, investment companies, private equity and hedge fund investors, sovereign funds, healthcare operators, lenders, developers, and other institutional investors, some of whom may have greater resources and lower costs of capital than we do. Increased competition and resulting capitalization rate compression make it more challenging for us to identify and successfully capitalize on opportunities that meet our business goals and could improve the bargaining power of property owners seeking to sell, thereby impeding our investment, acquisition, and development activities. Similarly, our properties face competition for tenants and operators from other properties in the same market, which may affect our ability to attract and retain tenants and operators, or may reduce the rents we are able to charge. The failure to capitalize on our development pipeline, identify and purchase a sufficient quantity of healthcare properties at favorable prices, finance acquisitions on commercially favorable terms, or attract and retain profitable tenants could have a material adverse effect on our business, results of operations, and financial condition.
We may be unable to successfully exercise rights on the collateral securing our real estate-related loans and, even if we are successful in exercising those rights, we may be unable to successfully operate, occupy, or reposition the underlying real estate.
If a borrower defaults under one of our real estate related loans, we may look to exercise our rights under the loan, including acquiring title to the collateral via deed in lieu of foreclosure, foreclosure, statutory or judicial foreclosure, or commencing collection litigation. In some cases, because our collateral consists of the equity interests in an entity that directly or indirectly owns the applicable real property or interests in other operating properties, we may not have full recourse with respect to assets of that entity, or that entity may have incurred unexpected liabilities, either of which would preclude us from fully recovering our investment. Borrowers and guarantors may contest enforcement of foreclosure or other remedies, seek bankruptcy protection against our exercise of enforcement or other remedies, and/or bring claims for lender liability in response to actions to enforce borrower obligations. Because many of the properties securing our mortgage loans are licensed senior housing health care facilities, we would also need to navigate and comply with various healthcare regulatory matters in a variety of states in connection with any foreclosure effort. Enforcement or collections-related costs, high loan-to-value ratios, healthcare regulatory issues or consents, or declines in the value of the property, may prevent us from realizing an amount equal to our loan balance upon enforcement or conclusion of litigation, and we may be required to record a valuation allowance for such losses. Even if we are able to successfully exercise our rights on the collateral securing our real estate-related loans, we may acquire properties for which we may be unable to expeditiously secure tenants or operators, if at all, or that are burdened with healthcare regulatory compliance issues that need to be addressed, or we may acquire equity interests that we are unable to immediately resell or otherwise liquidate due to limitations under the securities laws, either of which would adversely affect our ability to fully recover our investment. We may also determine that substantial improvements or repairs to the property are necessary in order to maximize the property’s investment potential. Alternatively, we may determine to sell a distressed loan for less than full value, in which event we may incur a loss on the investment.
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We may be required to recognize reserves, allowances, credit losses, or impairment charges.
Declines in the value of our properties or other assets or loan collateral, financial deterioration of our tenants, borrowers, or other obligors, or other factors may result in the recognition of reserves, allowances, credit losses, or impairment charges. Our determination of such reserves, allowances, or credit losses relies on estimates regarding the fair value of any loan collateral, which is a complex and subjective process. In addition, we evaluate our assets for impairments based on various triggers, including market conditions, our current intentions with respect to holding or disposing of the assets and the expected future undiscounted cash flows from the assets. Impairments, reserves, allowances, and credit losses are based on estimates and assumptions that are inherently uncertain, may increase or decrease in the future, and may not represent or reflect the ultimate value of, or loss that we ultimately realize with respect to, the relevant assets. Any such impairment, reserve, allowance, or credit loss, or any change in any of the foregoing, could have an adverse impact on our results of operations and financial condition.
We may invest substantial resources and time in transactions that are not consummated.
We regularly review potential transactions in order to maximize stockholder value. Our review process may require significant management attention, and a potential transaction could be abandoned or rejected by us or the other parties involved after we expend significant resources and time.
We may not be able to successfully integrate or operate acquisitions and/or internalize property management, or may incur unanticipated liabilities.
Successful integration of acquired companies and/or internalization of the property management function, as applicable, depends primarily on our ability to consolidate operations, systems, procedures, properties, and personnel, and to eliminate redundancies and reduce costs. We may encounter difficulties in these integrations and property management internalizations. Potential difficulties associated with acquisitions and property management internalizations include: (i) our ability to effectively monitor and manage our expanded portfolio of properties; (ii) the loss of key employees; (iii) the disruption of our ongoing business or that of the acquired entity; (iv) possible inconsistencies in standards, controls, procedures, and policies; and (v) the assumption of unexpected liabilities and claims, including:
•liabilities relating to the cleanup or remediation of undisclosed environmental conditions;
•unasserted claims of vendors, residents, patients, or other persons dealing with the seller;
•liabilities, claims, and litigation, whether or not incurred in the ordinary course of business, relating to periods prior to the acquisition;
•claims for indemnification by general partners, directors, officers, and others indemnified by the seller;
•claims for return of government reimbursement payments; and
•liabilities for taxes relating to periods prior to the acquisition.
In addition, acquired companies and their properties may fail to perform as expected, including with respect to estimated cost savings. Inaccurate assumptions regarding future rental or occupancy rates could result in overly optimistic estimates of future revenues. Similarly, we may underestimate future operating expenses or the costs necessary to bring properties up to standards established for their intended use or for property improvements.
If we have difficulties with any of these areas, or if we later discover additional liabilities or experience unforeseen costs relating to our acquired companies or property management internalization, we may not achieve the anticipated economic benefits from our acquisitions or property management internalization, and this may have a material adverse effect on our business, results of operations, and financial condition. For additional information on risks related to integration following the Merger, see “—Risks Relating to Integration following our Merger with Physicians Realty Trust” below.
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We may be affected by unfavorable resolution of litigation or disputes and rising liability and insurance costs as a result thereof or other market factors.
Our tenants, operators, property managers, employees, and borrowers are from time to time parties to litigation, including, for example, disputes regarding the quality of care at healthcare properties or the operations of the properties. The effect of litigation may materially increase the costs incurred by our tenants, operators, property managers, and borrowers, including costs to monitor and report quality of care compliance. In addition, the cost of professional liability, medical malpractice, property, business interruption, general liability, and insurance policies can be significant and may increase or not be available at a reasonable cost or at all. Cost increases could cause our tenants and borrowers to be unable to make their lease or mortgage payments or fail to purchase the appropriate liability and malpractice insurance, or cause our borrowers to be unable to meet their obligations to us, potentially decreasing our revenues and increasing our collection and litigation costs. Cost increases could also lead our operators and property managers to increase the fees they charge, which could have a material adverse effect on our business, results of operations, and financial condition.
Furthermore, with respect to our CCRC properties and the properties in our SWF SH JV, all of which are operated in RIDEA structures, we generally directly bear the costs of any such increases in litigation, monitoring, reporting, and insurance due to our direct exposure to the cash flows of such properties. We are responsible for these claims, litigation, and liabilities, with limited indemnification rights against our operators, which are typically based on the gross negligence or willful misconduct by the operator. Although our leases provide us with certain information rights with respect to our tenants, one or more of our tenants may be or become party to pending litigation or investigation of which we are unaware or in which we do not have a right to participate or evaluate. In such cases, we would be unable to determine the potential impact of such litigation or investigation on our tenants or our business or results. Moreover, negative publicity of any of our operators’, property managers’, or tenants’ litigation, other legal proceedings or investigations may also negatively impact their and our reputation, resulting in lower customer demand and revenues, which could have a material adverse effect on our financial condition, results of operations, and cash flows.
We may also be named as defendants in lawsuits arising out of our alleged actions or the alleged actions of our tenants, operators, or property managers for which such tenants, operators, or property managers may have agreed to indemnify us. Unfavorable resolution of any such litigation, including an outsized jury verdict, or negative publicity as a result of such litigation could have a material adverse effect on our business, results of operations, and financial condition. Regardless of the outcome, litigation or other legal proceedings may result in substantial costs, disruption of our normal business operations, and the diversion of management attention. We may be unable to prevail in, or achieve a favorable settlement of, any pending or future legal action against us.
Even when a tenant or operator is obligated to indemnify us for liability incurred as a result of a lawsuit pursuant to the terms of its agreement with us, the tenant may fail to satisfy those obligations and, in such event, we would have to incur the costs that should have been covered by the tenant, operator, or property manager and to determine whether to expend additional resources to seek the contractually owed indemnity from that tenant, operator, or property manager, including potentially through litigation or arbitration. In some instances, we may decide not to enforce our indemnification rights if we believe that enforcement of such rights would be more detrimental to our business than alternative approaches. Regardless, such an event would divert management attention and may result in a disruption to our normal business operations, any or all of which could have an adverse effect on our business, results of operations, and financial condition.
Environmental compliance costs and liabilities associated with our real estate-related investments may be substantial and may materially impair the value of those investments.
Federal, state and local laws, ordinances, and regulations may require us, as a current or previous owner of real estate, to investigate, monitor, and/or clean up certain hazardous or toxic substances released at a property. We may be held liable to a governmental entity or to third parties for injury or property damage and for investigation and cleanup costs incurred in connection with the contamination. The costs of cleanup and remediation could be substantial. In addition, some environmental laws create a lien on the contaminated site in favor of the government for damages and the costs it incurs in connection with the contamination, and/or impose fines and penalties on the property owner with respect to such contamination.
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Although we currently carry environmental insurance on our properties in an amount that we believe is commercially reasonable and generally require our tenants and operators to indemnify us for environmental liabilities they cause, such liabilities could exceed the amount of our insurance, the financial ability of the tenant or operator to indemnify us, or the value of the contaminated property. As the owner of a site, we may also be held liable to third parties for damages and injuries resulting from environmental contamination emanating from the site. We may also experience environmental costs and liabilities arising from conditions not known to us or disrupted during development. The cost of defending against these claims, complying with environmental regulatory requirements, conducting remediation of any contaminated property, or paying personal injury or other claims or fines could be substantial and could have a material adverse effect on our business, results of operations, and financial condition. In addition, the presence of contamination or the failure to remediate contamination may materially adversely affect our ability to use, develop, sell, or lease the property or to borrow using the property as collateral.
Corporate impact and sustainability commitments and requirements, as well as stakeholder expectations, may impose additional costs and expose us to new risks.
Investors, tenants, business partners and other stakeholders, as well as regulators and other groups, are increasingly focusing on our corporate impact and sustainability commitments and performance. Some investors may use corporate impact factors to guide their investment strategies and, in some cases, may choose not to invest in us if our corporate impact commitment and performance do not satisfy their criteria. Similarly, some business partners or tenants may use corporate impact factors to guide their business decisions and choose not to do business with us if they believe our corporate impact or sustainability policies are inadequate. Third-party providers of corporate impact ratings have increased in number, resulting in varied and, in some cases, inconsistent standards. In addition, the criteria by which companies’ corporate impact and sustainability practices are assessed are evolving, which could result in greater expectations for us to undertake costly initiatives to satisfy such new criteria. At the same time, diverging views on corporate impact may emerge from regulators and stakeholders, potentially resulting in increased scrutiny of our corporate impact practices and political or reputational risk.
We have established corporate goals to reduce greenhouse gas emissions, energy, water and waste in our operations, and various regions in which we own properties are establishing building performance standards. Our reputation may be adversely affected if we do not meet our announced goals or these external standards. In addition, metrics and quantitative data we disclose related to our corporate impact and sustainability commitments are based on and verified in accordance with standards that are different from U.S. generally accepted accounting principles. Such data and metrics may be subject to measurement uncertainties resulting from limitations inherent in the nature and the methods used for determining such data. The selection of different but acceptable measurement techniques can result in materially different measurements. If we fail to satisfy the expectations of investors, tenants, business partners or other stakeholders, or our announced goals and other initiatives are not executed as planned or there are changes in the measurement techniques (including any changes in estimates or assumptions underlying the measurements) or in the standards referenced for the measurement of data, our reputation and financial results could be adversely affected, and our revenues, results of operations and ability to grow our business may be negatively impacted. In addition, we may incur significant costs in attempting to comply with corporate impact policies or third-party expectations or demands.
In addition, changes in federal, state, and local legislation and regulation relating to climate change, net zero or carbon neutrality requirements, and building and energy performance standards could require (i) increased capital expenditures to improve the energy efficiency or resiliency of our existing properties and increase the costs of new developments and (ii) increased compliance costs for us and our tenants, in each case without a corresponding increase in revenue. In addition, our reputation may be adversely affected if we do not meet stakeholder expectations to mitigate climate risk in a transition to a low-carbon economy.
We may be impacted by epidemics, pandemics, or other infectious diseases, including Covid, and health and safety measures intended to reduce their spread.
Epidemics, pandemics, or other infectious diseases, including future outbreaks of Covid and its variants, as well as both future widespread and localized outbreaks of infectious diseases and other health concerns, and the health and safety measures taken to reduce the spread or lessen the impact, could cause a material disruption to our industry or deteriorate the economy as a whole. The impacts of such events could be severe and far-reaching, and may impact our operations in several ways, including: (i) tenants could experience deteriorating financial condition and be unable or unwilling to pay rent on time and in full; (ii) we may have to restructure tenants' obligations and may not be able to do so on terms that are favorable to us; (iii) inquiries and tours at our properties could decrease; (iv) move-ins, new tenanting efforts, and re-letting efforts could slow or stop altogether; (v) move-outs and potential early termination of leases thereunder could increase; (vi) operating expenses, including the costs of certain essential services or supplies, including payments to third-party contractors, service providers, and employees essential to ensure continuity in our building operations, may increase; (vii) procedures normally conducted on our properties may be disrupted, adversely affecting the economic viability of our tenants; and (viii) costs of development, including expenditures for materials utilized in construction and labor essential to complete existing developments in progress, may increase substantially.
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Human capital risks, including the loss or limited availability of our key personnel, could disrupt or impair our operations.
We face elevated labor costs and increased competition for talent. Insufficient employee development, inadequate succession planning or an inability to successfully maintain a hybrid work model could negatively impact our business and operations. We also depend on the efforts of our executive officers for the success of our business. Although they are covered by our Executive Severance Plan and Executive Change in Control Severance Plan, which provide many of the benefits typically found in executive employment agreements, none of our executive officers have employment agreements with us. The loss or limited availability of the services of any of our executive officers, or our inability to recruit and retain qualified personnel, could, at least temporarily, disrupt, or impair our operations.
We rely on information technology in our operations, and any material failure, inadequacy, interruption, or security failure of that technology could harm our business.
We rely on information technology networks, enterprise applications, and other information systems to process, transmit, and store electronic information, and to manage or support a variety of business processes, including financial transactions and records, to maintain personal identifying information and tenant and lease data, and to operate building management systems. We utilize software and cloud-based technology from third-party service providers, on whom our information systems depend. We rely on commercially available systems, software, tools, and monitoring to provide security for the processing, transmission, and storage of confidential employee, tenant and customer data, including individually identifiable information relating to financial accounts, as well as building access, security, and operations. Although we have taken steps to protect the security of our information systems, with multiple layers of controls around the data maintained in those systems, it is possible that our safety and security measures will not prevent the systems’ improper functioning or damage, or the improper access of systems or disclosure of personally identifiable information such as in the event of cyber-attacks or other cybersecurity incidents. Our third-party service providers may also experience unexpected power losses, computer system failures, or data network disruptions, negatively impacting the systems or solutions we depend on. If our third-party providers face a security incident or other interruptions, or if there is a flaw or failed software update in the third-party software used in our systems, our information systems may become disabled or inaccessible. This could limit access to our data and business information, potentially causing significant disruptions to our operations.
Furthermore, because our operators as well as other third-party service providers with whom we and they do business (including vendors, software creators and cloud solution and cybersecurity providers) also rely on the Internet, information technology networks, enterprise applications, systems, and software, some of our data may be vulnerable to cybersecurity incidents or cybersecurity threats involving our operators and third parties with whom we or they do business. We do not control the cybersecurity systems and protocols put in place by our operators or other third parties, and such parties may have limited indemnification obligations to us, which could cause us to be negatively impacted as a result.
Cybersecurity incidents and cybersecurity threats affecting our or our operators’ or other third party providers’ information systems, including those caused by physical or electronic break-ins, computer viruses, malware, worms, attacks by hackers or foreign governments, ransomware attacks, disruptions from unauthorized access and tampering, including through social engineering such as phishing or vishing attacks, coordinated denial-of-service attacks, and similar breaches, could result in, among other things: (i) system disruptions; (ii) shutdowns; (iii) unauthorized access to or disclosure of confidential information, including as a result of impersonation of authorized users or manipulated communications; (iv) misappropriation of our or our business partners’ proprietary or confidential information; (v) breach of our legal, regulatory, or contractual obligations; (vi) inability to access or rely upon critical business records or systems; or (vii) other delays in our operations. In some cases, it may be difficult to anticipate or immediately detect such cybersecurity threats and cybersecurity incidents and the damage they cause. The risk of cybersecurity incidents and cybersecurity threats has generally increased as the number, intensity, and sophistication of attacks and intrusions affecting companies generally have increased, and we have seen a significant increase in cyber phishing attacks. The risk of security breaches has also increased under our hybrid work model. We may be required to expend significant financial resources to detect, protect against or remediate such cybersecurity incidents or cybersecurity threats. In addition, our technology infrastructure and information systems are vulnerable to damage or interruption from natural disasters, power loss, and telecommunications failures. Any failure to adequately train employees or to maintain proper function, security, and availability of our and our operators’ information systems and the data maintained in those systems could interrupt our operations, damage our reputation, subject us to liability claims or regulatory penalties, harm our business relationships, or increase our security and insurance costs, which could have a material adverse effect on our business, financial condition, and results of operations.
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Our tenants and borrowers may also from time to time experience cybersecurity incidents or cybersecurity threats that compromise, damage or disrupt their information systems or result in the loss or misuse of confidential information, intellectual property or sensitive or personal information. Any resulting financial impact to our tenants or borrowers, including liability claims or regulatory penalties, increased security and insurance costs as well as business impacts resulting from any damage to their reputation or harm to their business relationships, could negatively impact the ability of our tenants and borrowers to meet their financial and other contractual obligations to us, which could have a material adverse effect on our business, financial condition and results of operations.
The use of, or inability to use, artificial intelligence by us, our tenants, our vendors, and our investors presents risks and challenges that may adversely impact our business and operating results or the business and operating results of our tenants and vendors or may adversely impact the requirements and demand for properties.
We may use generative artificial intelligence and/or machine learning (collectively, “AI”) tools in our operations. If our peers use AI tools to optimize operations and we fail to utilize AI tools in a comparable manner, we may be competitively disadvantaged. However, while AI tools may facilitate optimization and operational efficiencies, they also have the potential for inaccuracy, bias, infringement or misappropriation of intellectual property, and risks related to data privacy and cybersecurity. The use of AI tools may introduce errors or inadequacies that are not easily detectable, including deficiencies, inaccuracies, or biases in the data used for AI training, or in the content, analyses, or recommendations generated by AI applications. The results of such errors or inadequacies may adversely affect our business, financial condition, and results of operations. The legal requirements relating to AI continue to evolve and remain uncertain, including how legal developments could impact our business and ability to enforce our proprietary rights or protect against infringement of those rights.
Cybersecurity threat actors may utilize AI tools to automate and enhance cybersecurity attacks against us. We utilize software and platforms designed to detect such cybersecurity threats, including AI-based tools, but these threats could become more sophisticated and harder to detect and counteract, which may pose significant risks to our data security and systems. Such cybersecurity attacks, if successful, could lead to data breaches, loss of confidential or sensitive information, and financial or reputational harm.
The integration of AI tools in the healthcare industry may present significant opportunities and risks, including for our tenants. For example, in the life science industry, AI predictive models have the potential to be utilized broadly across various stages of drug development. Physicians in our outpatient medical portfolio may use AI tools to run comprehensive diagnostic tests. However, the adoption of AI tools also introduces a complex risk landscape for our tenants, similar to those risks described above. Moreover, the adoption of AI tools by our tenants may lead to infrastructure requirements that our buildings currently do not accommodate, such as increased power needs for high-performance computing. Infrastructure upgrades may require significant capital expenditures and could potentially impact the environmental footprint of our building operations.
Our vendors may use AI tools in their products or services without our knowledge, and the providers of these tools may not meet the evolving regulatory or industry standards for privacy and data protection. Consequently, this may inhibit our or our vendors’ ability to uphold an appropriate level of service and data privacy. If we, our vendors, or other third parties with which we conduct business experience an actual or perceived breach of privacy or security incident due to the use of AI, we may be adversely impacted, lose valuable intellectual property or confidential information, and incur harm to our reputation and the public perception of the effectiveness of our security measures.
In addition, investors, analysts, and other market participants may use AI tools to process, summarize or interpret our financial information or other data about us. The use of AI tools in financial and market analysis may introduce risks similar to those described above, including an inaccurate interpretation of our financial or operational performance or market trends or conditions, which in turn could result in inaccurate conclusions or investment recommendations.
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Risks Related to Our Capital Structure and Market Conditions
Volatility, disruption, or uncertainty in the financial markets may impair our ability to raise capital, obtain new financing or refinance existing obligations, and fund acquisition and development activities.
Increased or prolonged market disruption, volatility, or uncertainty could have a material adverse effect on our ability to raise capital, obtain new financing or refinance our existing obligations as they mature, and fund acquisition and development activities. Our lenders and other financial institutions could also require us to agree to more restrictive covenants, grant liens on our assets as collateral, and/or accept other terms that are not commercially beneficial to us in order to obtain financing. One or more of our lenders under our credit facility could refuse or fail to fund their financing commitment to us as a result of lender liquidity and/or viability challenges, which financing commitments we may not be able to replace on favorable terms, or at all. In addition, the failure of a bank, or events involving limited liquidity, defaults, non-performance or other adverse conditions in the financial or credit markets impacting financial institutions at which we maintain balances, or concerns or rumors about such events, could lead to disruptions in access to our bank deposits, our inability to access our bank deposits in excess of the Federal Deposit Insurance Corporation (FDIC) limits, or otherwise adversely impact our liquidity and financial performance, and our tenants, operators, and borrowers could be similarly adversely affected. Market volatility could also lead to significant uncertainty in the valuation of our investments and those of our joint ventures, which may result in a substantial decrease in the value of our properties and those of our joint ventures. As a result, we may be unable to recover the carrying amount of such investments and the associated goodwill, if any, which may require us to recognize impairment charges in earnings.
Increased borrowing costs could materially adversely impact our ability to refinance existing debt, sell properties, and conduct investment activities.
We currently have and may incur additional debt obligations that have variable interest rates and related payments that vary with the movement of certain indices. During inflationary periods, interest rates have historically increased. For example, actions taken by the FOMC in response to recent inflationary conditions led to rising interest rates, which may continue to remain at elevated levels for the foreseeable future. Elevated interest rates result in increased interest costs for our variable rate debt and our new debt, which adversely affects our cost of capital and makes the financing of any acquisition and development activity more costly. In addition, elevated interest rates have lowered, and could continue to lower, the amount third parties are willing to pay for our properties, thereby negatively impacting our ability to reposition our portfolio promptly in response to changes in economic or other conditions.
Higher borrowing costs could limit our ability to refinance existing debt when it matures, or cause us to pay higher interest rates upon refinancing and increased interest expense on refinanced indebtedness.
We manage a portion of our exposure to interest rate risk by accessing debt with staggered maturities and through the use of derivative instruments, primarily interest rate cap and swap agreements. These agreements involve risk, including that counterparties may fail to honor their obligations under these arrangements, that these arrangements may not be effective in reducing our exposure to interest rate changes, that the amount of income we earn from hedging transactions may be limited by federal tax provisions governing REITs, and that these arrangements may cause us to incur higher debt service costs than would otherwise be the case. Failure to hedge effectively against interest rate risk could adversely affect our results of operations and financial condition.
Additionally, higher borrowing costs and attendant negative impacts on our business can reduce the amount investors are willing to pay for our common stock. Because REIT stocks are often perceived as high-yield investments, investors may perceive less relative benefit to owning REIT stocks as borrowing costs increase.
Cash available for distribution to stockholders may be insufficient to make dividend distributions at expected levels and are made at the discretion of our Board of Directors.
Decreases in cash available for distributions may result in us being unable to make dividend distributions at expected levels. Our failure to make distributions commensurate with market expectations would likely result in a decrease in the market price of our common stock. Further, all distributions are made at the discretion of our Board of Directors in accordance with Maryland law and depend on: (i) our earnings; (ii) our financial condition; (iii) debt and equity capital available to us; (iv) our expectations for future capital requirements and operating performance; (v) covenants in our financial or other contractual arrangements, including those in our credit facility agreement; (vi) maintenance of our REIT qualification; and (vii) other factors as our Board of Directors may deem relevant from time to time.
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If access to external capital is unavailable on acceptable terms or at all, it could have a material adverse effect on our ability to meet commitments as they become due or make investments necessary to grow our business.
We periodically rely on external sources of capital (including debt and equity financing) to fulfill our capital requirements. The availability of external capital sources is affected by several factors, some of which we have little or no control over, including:
•general availability of capital, including our ability to raise capital on acceptable terms, higher interest rates, and increased borrowing costs;
•the market price of the shares of our equity securities and the credit ratings of our debt and any preferred securities we may issue;
•the market’s perception of our growth potential and our current and potential future earnings and cash distributions;
•our degree of financial leverage and operational flexibility;
•the financial integrity of our lenders, which might impair their ability to meet their commitments to us or their willingness to make additional loans to us, and our inability to replace the financing commitment of any such lender on favorable terms, or at all;
•bank failures or other events affecting financial institutions, which could adversely affect our or our tenants’, operators’, and borrowers’ liquidity and financial performance;
•the stability of the market value of our properties;
•the financial performance and general market perception of our tenants and operators;
•changes in the credit ratings on U.S. government debt securities or default or delay in payment by the U.S. of its obligations;
•issues facing the healthcare industry, including healthcare reform and changes in government reimbursement policies; and
•the performance of the national and global economies generally, including any economic downturn and volatility in the financial markets.
If access to capital is unavailable on acceptable terms or at all, it could have a material adverse impact on our ability to fund operations, repay or refinance our debt obligations, fund dividend payments, acquire properties, and make the investments in development and redevelopment activities, as well as capital expenditures, needed to grow our business.
Our level of indebtedness may increase and materially adversely affect our future operations.
Our outstanding indebtedness as of December 31, 2024 was approximately $8.7 billion. We may incur additional indebtedness, which may be substantial. Any significant additional indebtedness would likely negatively affect the credit ratings of our debt and require us to dedicate a growing portion of our cash flow to interest and principal payments. Greater demands on our cash resources may reduce funds available to us to pay dividends, conduct development activities, make capital expenditures and acquisitions, or carry out other aspects of our business strategy. Increased indebtedness can also make us more vulnerable to general adverse economic and industry conditions and create competitive disadvantages for us compared to other companies with comparatively lower debt levels. Increased future debt service obligations may limit our operational flexibility, including our ability to finance or refinance our properties, contribute properties to joint ventures, or sell properties as needed. In addition, any changes to benchmark rates, or uncertainty as to the nature of such potential changes, may increase the cost of our variable rate debt or cost of funds, adversely affect the trading market for our securities, have an unpredictable impact on the financial markets or otherwise affect our financial condition and results of operations.
Covenants in our debt instruments limit our operational flexibility, and breaches of these covenants could result in adverse actions by our creditors.
The terms of our current secured and unsecured debt instruments require us to comply with a number of customary financial and other covenants, such as maintaining leverage ratios, minimum tangible net worth requirements, REIT status, and certain levels of debt service coverage. Our ability to incur additional debt and to conduct business in general is subject to compliance with these covenants, which limits our operational flexibility. For example, mortgages on our properties contain customary covenants such as those that limit or restrict our ability, without the consent of the lender, to further encumber or sell the applicable properties, or to replace the applicable tenant or operator. Breaches of certain covenants may result in defaults under the mortgages on our properties and cross-defaults under certain of our other indebtedness, even if we satisfy our payment obligations to the respective obligee. Covenants that limit our operational flexibility, as well as defaults resulting from the breach of any of these covenants, could have a material adverse effect on our business, results of operations, and financial condition.
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The market price and trading volume of our common stock may be volatile.
The market price of our common stock has been, and may in the future be, highly volatile and subject to wide fluctuations. In addition, the trading volume in our common stock may fluctuate and cause significant price variations to occur. The stock market has experienced extreme price and volume fluctuations that have affected the market price of many companies in industries similar or related to ours and that have been unrelated to these companies’ operating performances. If the market price of our common stock declines significantly, you may be unable to resell your shares at a gain. We cannot assure you that the market price of our common stock will not fluctuate or decline significantly in the future. Some of the factors that could negatively affect our share price or result in fluctuations in the price or trading volume of our common stock include:
•actual or anticipated variations in our quarterly operating results, guidance, or distributions;
•changes in market valuations of similar companies;
•adverse market reaction to any increased indebtedness we may incur in the future;
•issuance of additional equity securities;
•actions by institutional stockholders;
•the publication of research reports and articles (or false or misleading information) about us, our tenants, the real estate industry, or the industries in which our tenants operate;
•speculation in the press or investment community and investor sentiment regarding commercial real estate generally, our industry sectors or other real estate sectors, the industries in which our tenants operate, and the regions in which our properties are located;
•short selling of our common stock or related derivative securities; and
•general market and economic conditions.
Adverse changes in our credit ratings could impair our ability to obtain additional debt and equity financing on favorable terms.
Our credit ratings affect the amount and type of capital, as well as the terms of any financing we may obtain. The credit ratings of our senior unsecured debt are based on, among other things, our operating performance, liquidity and leverage ratios, geographic and tenant concentration, and pending or future changes in the regulatory framework applicable to our operators and our industry. If we are unable to maintain our current credit ratings, we would likely incur higher borrowing costs, which would make it more difficult or expensive to obtain additional financing or refinance existing obligations and commitments. An adverse change in our outlook may ultimately lead to a downgrade in our credit ratings, which would trigger additional borrowing costs or other potentially negative consequences under our current credit facilities and debt instruments. Also, if our credit ratings are downgraded, or general market conditions were to ascribe higher risk to our ratings, our industry, or us, our access to capital and the cost of any future debt financing will be further negatively impacted. In addition, the terms of future debt agreements could include more restrictive covenants, or require incremental collateral, which may further restrict our business operations or be unavailable due to our covenant restrictions then in effect. There is no guarantee that debt or equity financings will be available in the future to fund future acquisitions, developments, or general operating expenses, or that such financing will be available on terms consistent with our historical agreements or expectations.
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Risks Related to the Regulatory Environment
Tenants, operators, and borrowers that fail to comply with federal, state, local, and international laws and regulations, including resident health and safety requirements, as well as licensure, certification, and inspection requirements, may cease to operate or be unable to meet their financial and other contractual obligations to us.
Our tenants, operators, and borrowers across our segments are subject to or impacted by extensive, frequently changing federal, state, and local laws and regulations. See “Item 1, Business—Government Regulation, Licensing and Enforcement—Healthcare Licensure and Certificate of Need” for a discussion of certain of these laws and regulations. Unannounced surveys, inspections, or audits occur frequently, including following a regulator’s receipt of a complaint about a facility, and these surveys, inspections, and audits can result in deficiencies and further adverse action. Our tenants’, operators’, or borrowers’ failure to comply with any of the laws, regulations, or requirements applicable to them could result in: (i) loss of accreditation; (ii) denial of reimbursement; (iii) imposition of fines and civil monetary penalties; (iv) suspension or decertification from government healthcare programs; (v) civil liability; and (vi) in certain instances, suspension, or denial of admissions, criminal penalties, loss of license, or closure of the property and/or the incurrence of considerable costs arising from an investigation or regulatory action, which may have an adverse effect on properties that we own and lease to a third party tenant in our outpatient medical and lab segments, that we own and operate through a RIDEA structure in our CCRC segment or our SWF SH JV, or on which we hold a mortgage, and therefore may materially adversely impact us.
Furthermore, we are required under RIDEA to rely on our operators to oversee and direct these aspects of the properties’ operations to ensure compliance with applicable laws and regulations. If one or more of our healthcare properties fails to comply with applicable laws and regulations, our TRS would be responsible (except in limited circumstances, such as the gross negligence or willful misconduct of our operators, where we would have a contractual claim against them), which could subject our TRS to penalties including loss or suspension of licenses, certification or accreditation, exclusion from government healthcare programs (i.e., Medicare, Medicaid), administrative sanctions, and civil monetary penalties. Some states also reserve the right to sanction affiliates of a licensee when they take administrative action against the licensee, and require a licensee to report all healthcare-related administrative actions that have been brought against any of the licensee’s affiliates, even in other states. Additionally, when we receive individually identifiable health information relating to residents of our healthcare properties, we are subject to federal and state data privacy and security laws and rules, and could be subject to liability in the event of an audit, complaint, cybersecurity incident, or data breach. Furthermore, our TRS has exposure to professional liability claims that could arise out of resident claims, such as quality of care, and the associated litigation costs.
Required regulatory approvals can delay or prohibit transfers of our senior housing properties.
Transfers of senior housing properties, including in connection with the foreclosure of a real-estate secured loan, to successor owners or operators are typically subject to regulatory approvals or ratifications, including change of ownership approvals for licensure and Medicare / Medicaid (if applicable) that are not required for transfers of other types of commercial operations and other types of real estate. Federal and state authorities have become increasingly focused on the review and potential regulation of healthcare transactions for impacts on costs, access to care, and quality, which could involve lengthy review and approval periods, enhanced disclosure obligations, impact analysis, public notices, and hearings. Such regulation could adversely impact the time and cost of completing transactions and, in certain circumstances, affect the feasibility of pursuing or completing such transactions. The sale of, or replacement of any operator at, our senior housing facilities, or the foreclosure of a loan secured by senior housing real estate, could be delayed by the regulatory approval process of any federal, state, or local government agency necessary for the transfer of the property or the replacement of the operator licensed to manage the property, during which time the property may experience performance declines. We may also elect to use an interim licensing structure to facilitate such transfers, which structure expedites the transfer by allowing a third party to operate under our license until the required regulatory approvals are obtained, but could subject us to fines or penalties if the third party fails to comply with applicable laws and regulations and fails to indemnify us for such fines or penalties pursuant to the terms of its agreement with us.
Compliance with the Americans with Disabilities Act and fire, safety, and other regulations may require us to make expenditures that adversely affect our cash flows.
Our properties must comply with applicable ADA and any similar state and local laws. These laws may require removal of barriers to access by persons with disabilities in public areas of our properties. Noncompliance could result in the incurrence of additional costs associated with bringing the properties into compliance, the imposition of fines or an award of damages to private litigants in individual lawsuits or as part of a class action. We could also be required to expend funds to comply with the provisions of the ADA and similar state and local laws on behalf of tenants, which could adversely affect our results of operations and financial condition.
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In addition, we are required to operate our properties in compliance with fire and safety regulations, building codes and other land use regulations. New and revised regulations and codes may be adopted by governmental agencies and bodies and become applicable to our properties. For example, new safety laws for senior housing properties were adopted following the particularly damaging 2018 hurricane season. Compliance could require substantial capital expenditures, both for significant upgrades and for tenant relocations that may be necessary depending on the scope and duration of upgrades, and may restrict our ability to renovate our properties. These expenditures and restrictions could have a material adverse effect on our financial condition and cash flows.
Laws or regulations prohibiting eviction of our tenants, even on a temporary basis, could have a material adverse effect on our revenues if our tenants fail to make their contractual rent payments to us.
Various federal, state, and local governments previously enacted, and may again enact, laws, regulations, and moratoriums or take other actions that could limit our ability to evict tenants until such laws, regulations, or moratoriums are reversed or lifted. In particular, several state and local governments implemented eviction moratoriums as a result of the Covid pandemic that applied to both residential and commercial tenants. Although these moratoriums have generally terminated or expired, federal, state, and local governments could enact moratoriums under similar circumstances in the future. While we generally have arrangements and other agreements that give us the right under specified circumstances to terminate a lease or evict a tenant for nonpayment of contractual rent, such laws, regulations, and moratoriums may restrict our ability to begin eviction proceedings even where no rent or only partial rent is being paid. Further, under current laws and regulations, eviction proceedings for delinquent tenants are already costly and time-consuming, and, if there are existing backlogs or backlogs develop in courts due to higher than normal eviction proceedings, we may incur significant costs and it may take a significant amount of time to ultimately evict any tenant who is not meeting their contractual rent obligations. If we are restricted, delayed, or prohibited from evicting tenants for failing to make contractual rent payments, it may have a material adverse effect on our business, results of operations, and financial condition.
The requirements of, or changes to, governmental reimbursement programs such as Medicare or Medicaid may adversely affect our tenants’, operators’, and borrowers’ ability to meet their financial and other contractual obligations to us.
Certain of our tenants, operators, and borrowers, as well as our owned assets in the CCRC segment and SWF SH JV, are affected, directly or indirectly, by a complex set of federal, state, and local laws and regulations pertaining to governmental reimbursement programs. These laws and regulations are subject to frequent and substantial changes that are sometimes applied retroactively. See “Item 1, Business—Government Regulation, Licensing and Enforcement.” For example, to the extent that our tenants, operators, or borrowers, or assets owned in our CCRC segment or through the SFW SH JV, receive a significant portion of their revenues from governmental payors, primarily Medicare and Medicaid, they are generally subject to, among other things:
•statutory and regulatory changes, including changes that impact state reimbursement programs, particularly Medicaid reimbursement and managed care payments;
•minimum staffing levels and other staffing and quality requirements;
•retroactive rate adjustments and recoupment efforts;
•recovery of program overpayments or set-offs;
•federal, state, and local litigation and enforcement actions, including those relating to Covid and the failure to satisfy the terms and conditions of financial relief;
•administrative proceedings;
•policy interpretations;
•payment or other delays by fiscal intermediaries or carriers;
•government funding restrictions (at a program level or with respect to specific properties);
•reduced reimbursement rates under managed care contracts;
•changes in reimbursement rates, methods, or timing under governmental reimbursement programs, including changes that impact state reimbursement programs, particularly Medicaid reimbursement and managed care payments;
•pre- and post-payment reviews and audits by governmental authorities, which could result in recoupments, denials or delay of payments;
•interruption or delays in payments due to any ongoing governmental investigations and audits at such properties or due to a partial or total federal or state government shutdown for a prolonged period of time; and
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•reputational harm of publicly disclosed enforcement actions, audits, or investigations related to billing and reimbursements.
We are unable to predict future changes to or interpretations of, or the intensity of enforcement efforts with respect to, these laws and regulations, including those that pertain to the Medicare and Medicaid programs. The failure to comply with the extensive laws, regulations, and other requirements applicable to their business and the operation of our properties could result in, among other challenges: (i) becoming ineligible to receive reimbursement from governmental reimbursement programs or being compelled to repay amounts received, including under the CARES Act; (ii) becoming subject to prepayment reviews or claims for overpayments; (iii) bans on admissions of new patients or residents; (iv) civil or criminal penalties; and (v) significant operational changes, including requirements to increase staffing or the scope of care given to residents. These laws and regulations are enforced by a variety of federal, state, and local agencies and can also be enforced by private litigants through, among other things, federal and state false claims acts, which allow private litigants to bring qui tam or “whistleblower” actions. Any changes in the regulatory framework or the intensity or extent of governmental or private enforcement actions could have a material adverse effect on our tenants, operators, borrowers, and/or assets.
The status of the Patient Protection and Affordable Care Act, along with the Health Care and Education Reconciliation Act of 2010 (collectively, the “Affordable Care Act”) and related regulations may be subject to change, and other health reform measures could be implemented as a result of political, legislative, regulatory, and administrative developments and judicial proceedings, including those with far reaching implications and effecting fundamental changes in the healthcare system. Federal and state authorities may continue to implement new or modified reimbursement methodologies that may negatively impact health care property operations. There can be no assurance that adequate reimbursements will be available for services provided by our operators and tenants. Additionally, the patient driven payment model utilized by the Centers for Medicare and Medicaid Services to calculate reimbursement rates for patients in skilled nursing properties (which is among the unit types in our CCRCs) could result in decreases in payments to our operators and tenants or increase our operators’ and tenants’ costs. We cannot make any assessment as to the ultimate timing or the effect that any future changes may have on our tenants’, operators’, and borrowers’ costs of doing business, or the cost of doing business for or the assets owned in our CCRC segment or through the SFW SH JV, and on the amount of reimbursement by government and other third-party payors. Any significant limits on the scope of services reimbursed, reductions in reimbursement rates and fees, or increases in provider or similar types of taxes, could materially adversely affect their ability to meet their financial and contractual obligations to us.
We could be negatively impacted by legislation to address federal government operations and administrative decisions affecting the Centers for Medicare and Medicaid Services or other legislative or regulatory changes affecting REITs or the industries in which we operate.
Congressional consideration of legislation pertaining to the federal debt ceiling, the Affordable Care Act, tax reform, and entitlement programs, including reimbursement rates for physicians, could have a material adverse effect on our tenants’, operators’, and borrowers’ liquidity, financial condition, or results of operations. In particular, reduced funding for entitlement programs such as Medicare and Medicaid would result in increased costs and fees for programs such as Medicare Advantage Plans and additional reductions in reimbursements to providers. Amendments to the Affordable Care Act in whole or in part and decisions by the Centers for Medicare and Medicaid Services could impact the delivery of services and benefits under Medicare, Medicaid, or Medicare Advantage Plans and could affect our tenants and operators and the manner in which they are reimbursed by such programs. Any shutdown of the federal government that delays or disrupts payments or any other material adverse effect on payments to our tenants, operators, or borrowers could adversely affect their ability to satisfy their obligations to us and could have a material adverse effect on us. In addition, changes in federal, state, or local laws affecting the healthcare or life sciences industries, particularly that apply to REITs, or changes in the scope, interpretation, or enforcement of the related regulatory frameworks could adversely affect us or our tenants, operators, or borrowers.
Our participation in the CARES Act Provider Relief Fund and other Covid-related stimulus and relief programs could subject us or our operators to disruptive government and financial audits, enforcement actions, and recovery activity.
Under the CARES Act and subsequent Covid relief legislation, Congress allocated more than $178 billion to eligible health care providers through the Public Health and Social Services Emergency Fund (the “Provider Relief Fund” or “PRF”). The U.S. Department of Health and Human Services (“HHS”) distributed PRF awards through various general and targeted distributions. We and our senior housing operators (including operators of senior housing facilities that we have subsequently disposed of) received relief funds through several distributions.
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PRF funds are intended to reimburse eligible providers for unreimbursed health care-related expenses and lost revenues attributable to Covid and must be used only to prevent, prepare for, or respond to Covid. PRF funds received under certain targeted distributions are further limited to specific uses. Additionally, the PRF program imposes certain distribution-specific eligibility criteria and requires recipients to comply with various terms and conditions. PRF program terms and conditions include limitations and requirements governing use of PRF funds, implementation of controls, retention of records, audit and reporting to governmental authorities, and other PRF program requirements, the interpretation of which may change over time. Failure to comply with program requirements may result in payment recovery or other enforcement actions. We also may be subject to or incur costs related to PRF compliance activities, as well as government oversight and enforcement, including post-payment recovery and recoupment and government investigations, audits, enforcement activity, and penalties. Our current and former operators may similarly be impacted. Differences in operators’ PRF policies and protocols may adversely impact availability of data and financial audits.
Changes in federal, state, or local laws or regulations may limit our opportunities to participate in the ownership of, or investment in, healthcare real estate.
Changes in federal, state, or local laws or regulations, including changes limiting REIT investment in the healthcare sector, reducing healthcare-related tax benefits for REITs, or requiring additional approvals for healthcare entities to transact with REITs, could have a material adverse effect on our ability to participate in the ownership of or invest in healthcare providers and healthcare real estate. Legislation potentially impacting REIT ownership and investment in the healthcare sector has recently been introduced or is under discussion at the federal and state level. Such legislation or similar laws or regulations, if enacted, could have a material adverse impact on our business.
Risks Relating to Integration and Property Management Internalization Following the Merger
We may be unable to fully integrate the operations of the Company and Physicians Realty Trust successfully and realize the anticipated synergies of the Merger and benefits of property management internalization or do so within the anticipated time frame.
We have benefited from, and expect to continue to benefit from, the synergies from our Merger with Physicians Realty Trust as a result of (i) the elimination of duplicative costs associated with supporting an additional public company platform, (ii) internalization of the property management function, and (iii) leveraging state-of-the-art technology and systems. However, we continue to devote significant management attention and resources to integrating the operations of the Company and Physicians Realty Trust and internalizing the property management function. Potential difficulties we may encounter in the ongoing integration process include the following:
•the inability to successfully combine the operations of the Company and Physicians Realty Trust, including the integration of employees, customer records and maintaining cybersecurity protections, in a manner that permits us to achieve the cost savings anticipated from the Merger, which would result in the anticipated benefits of the Merger not being realized in the time frame currently anticipated or at all;
•the inability to dispose of assets or operations that we desire to dispose of;
•the complexities associated with managing the combined businesses out of different locations and integrating personnel from the two companies;
•the failure to retain key employees of either of the two companies;
•potential disruptions and performance shortfalls due to the failure to successfully internalize the property management function;
•potential unknown liabilities and unforeseen increased expenses, delays, or regulatory conditions associated with the Merger; and
•performance shortfalls as a result of the diversion of management’s attention caused by integrating the companies’ operations.
For all these reasons, it is possible that the integration and property management internalization process could result in the distraction of management, the disruption of our ongoing business, or inconsistencies in our operations, services, standards, controls, procedures, and policies, any of which could adversely affect our ability to maintain relationships with tenants, property managers, and employees or to achieve the anticipated synergies and other benefits of the Merger, or could otherwise adversely affect our business and financial results.
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Risks Related to Tax, Including REIT-Related Risks, and Related to Our Jurisdiction of Incorporation and Our Structure as an UPREIT
Loss of our tax status as a REIT would substantially reduce our available funds and would have materially adverse consequences for us and the value of our common stock.
Qualification as a REIT involves the application of numerous highly technical and complex provisions of the Internal Revenue Code of 1986, as amended (the “Code”), for which there are limited judicial and administrative interpretations, as well as the determination of various factual matters and circumstances not entirely within our control. We intend to continue to operate in a manner that enables us to qualify as a REIT. However, our qualification and taxation as a REIT depend upon our ability to meet the various qualification tests imposed under the Code, through actual annual operating results, asset diversification, distribution levels, and diversity of stock ownership.
For example, to qualify as a REIT, at least 95% of our gross income in any year must be derived from qualifying sources, and we must make distributions to our stockholders aggregating annually to at least 90% of our REIT taxable income, excluding net capital gains. Rents we receive from a TRS in a RIDEA structure are treated as qualifying rents from real property for REIT tax purposes only if (i) they are paid pursuant to a lease of a “qualified healthcare property” and (ii) the operator qualifies as an “eligible independent contractor,” as each term is defined in the Code. If either of these requirements is not satisfied, then the rents we receive from the TRS will not be qualifying rents and we may not satisfy the REIT gross income requirements. Furthermore, new legislation, regulations, administrative interpretations, or court decisions could change the tax laws or interpretations of the tax laws regarding qualification as a REIT, or the federal income tax consequences of that qualification, in a manner that is materially adverse to our stockholders. Accordingly, we cannot assure you that we have operated or will continue to operate in a manner so as to qualify or remain qualified as a REIT.
If we lose our REIT status, we will face serious tax consequences that will substantially reduce the funds available to make payments of principal and interest on the debt securities we issue and to make distributions to stockholders. If we fail to qualify as a REIT:
•we will not be allowed a deduction for distributions to stockholders in computing our taxable income;
•we will be subject to corporate-level income tax on our taxable income at regular corporate rates;
•we will be subject to increased state and local income taxes; and
•unless we are entitled to relief under relevant statutory provisions, we will be disqualified from taxation as a REIT for the four taxable years following the year during which we fail to qualify as a REIT.
As a result of all these factors, our failure to qualify as a REIT could also impair our ability to expand our business and raise capital and could materially adversely affect the value of our common stock.
Our taxable REIT subsidiaries (TRSs) may be subject to corporate level tax.
Certain of our subsidiaries have elected or will elect with us to be treated as TRSs. Other than some activities relating to lodging and health care facilities, a TRS may generally engage in any business, including the provision of customary or non-customary services to tenants of its parent REIT that the parent REIT could not provide directly. TRSs are taxed as regular C corporations, and are thus generally required to pay regular corporate income tax, and potentially the alternative minimum tax, on their earnings. Any taxes paid by our TRSs will reduce the amounts that our TRSs could otherwise distribute to us. Furthermore, new legislation, regulations, administrative interpretations, or court decisions could change the tax laws or interpretations of the tax laws regarding our ability to continue to use one or more TRSs or other structures or arrangements in such a manner that could be materially adverse to us.
The tax imposed on any net income from “prohibited transactions” may limit our ability to engage in transactions which would be treated as sales for federal income tax purposes.
We will be required to pay a 100% tax on any net income from prohibited transactions. Prohibited transactions are, in general, sales or other taxable dispositions of property, other than foreclosure property, held as inventory or primarily for sale to customers in the ordinary course of business. A sale will not be considered a prohibited transaction, however, if it meets certain safe harbor requirements. Although we do not intend to hold any properties that would be characterized as held for sale to customers in the ordinary course of our business (other than through a TRS), such characterization is a factual determination and no guarantee can be given that the U.S. Internal Revenue Service (the “IRS”) would agree with our characterization of our properties or that we will always be able to take advantage of available safe harbors.
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Further changes to U.S. federal income tax laws could materially and adversely affect us and our stockholders.
The present federal income tax treatment of REITs and various transactional structures that we utilize may be modified, possibly with retroactive effect, by legislative, judicial, or administrative action at any time, which could affect the federal income tax treatment of an investment in us. The federal income tax rules dealing with U.S. federal income taxation and REITs are constantly under review by persons involved in the legislative process, the IRS, and the U.S. Treasury Department, which results in statutory changes as well as revisions to regulations and interpretations. We cannot predict how changes in the tax laws might affect our investors or us. Revisions in federal tax laws and interpretations thereof could significantly and negatively affect our ability to qualify as a REIT, as well as the tax considerations relevant to an investment in us, or could cause us to change our investments and commitments.
Potential deferred and contingent tax liabilities from corporate acquisitions could limit or delay future property sales.
If, during the five-year period beginning on the date we acquire certain assets or companies in certain tax deferred transactions, we recognize a gain on the disposition of any property acquired, then, to the extent of the excess of (i) the fair market value of such property as of the acquisition date, over (ii) our adjusted income tax basis in such property as of that date, we will be required to pay a corporate-level federal income tax on this gain at the highest regular corporate rate. These potential tax effects could limit or delay future property sales. In addition, the IRS may assert liabilities against us for income taxes of certain entities we acquire for taxable years prior to the time that we acquire such entities, in which case we will owe these taxes plus interest and penalties, if any.
There are uncertainties relating to the calculation of non-REIT tax earnings and profits (“E&P”) in certain acquisitions, which may require us to distribute E&P.
In order to remain qualified as a REIT, we are required to distribute to our stockholders all of the accumulated non-REIT E&P of certain C corporations that we acquire, prior to the close of the first taxable year in which the acquisition occurs. Failure to make such E&P distributions could result in our disqualification as a REIT. The determination of the amount to be distributed in such E&P distributions is a complex factual and legal determination. We may have less than complete information at the time we undertake our analysis, or we may interpret the applicable law differently from the IRS. We currently believe that we have satisfied the requirements relating to such E&P distributions. There are, however, substantial uncertainties relating to the determination of E&P, including the possibility that the IRS could successfully assert that the taxable income of the companies acquired should be increased, which could increase our non-REIT E&P. Thus, we might fail to satisfy the requirement that we distribute all of our non-REIT E&P by the close of the first taxable year in which the acquisition occurs. Although there are procedures available to cure a failure to distribute all of our E&P, we cannot now determine whether we will be able to take advantage of these procedures or the economic impact on us of doing so.
Tax protection agreements may limit our ability to sell or otherwise dispose of certain properties and may require us to maintain certain debt levels that otherwise would not be required to operate our business.
We acquired in the past and in the future may acquire properties or portfolios of properties through tax deferred contribution transactions in exchange for units in our DownREITs or Healthpeak OP. In connection with these transactions, our DownREITs have entered and, with Healthpeak OP, may in the future enter into tax protection agreements that enable contributing partners to defer the recognition of taxable gain resulting from the sale or other disposition of the contributed properties. Tax protection agreements may make it economically prohibitive to sell any properties that are subject to such agreements even though it may otherwise be in our stockholders’ best interests to do so. In addition, under these agreements, we may be required to maintain a minimum level of indebtedness throughout the term of the agreements regardless of whether such debt levels are otherwise required to operate our business. Physicians Realty Trust and the Physicians Partnership had also entered into similar tax protection arrangements with certain third parties and, as a result of the Merger, we inherited the obligations under such arrangements.
Our charter contains ownership limits with respect to our common stock and other classes of capital stock.
Our charter contains restrictions on the ownership and transfer of our common stock and preferred stock that are intended to assist us in preserving our qualification as a REIT. Under our charter, subject to certain exceptions, no person or entity may own, actually or constructively, more than 9.8% (by value or by number of shares, whichever is more restrictive) of the outstanding shares of our common stock or any class or series of our preferred stock.
Additionally, our charter has a 9.9% ownership limitation on the direct or indirect ownership of our voting shares, which may include common stock or other classes of capital stock. Our Board of Directors, in its sole discretion, may exempt a proposed transferee from either ownership limit. The ownership limits may delay, defer or prevent a transaction or a change of control that might involve a premium price for our common stock or might otherwise be in the best interests of our stockholders.
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We are subject to certain provisions of Maryland law and our charter relating to business combinations that may prevent a transaction that may otherwise be in the interest of our stockholders.
We are subject to the Maryland Business Combination Act (the “MBCA”), which provides that unless exempted, a Maryland corporation may not engage in certain business combinations with an “interested stockholder” or an affiliate of an interested stockholder for five years after the most recent date on which the interested stockholder became an interested stockholder, and thereafter unless specified criteria are met. In addition to the restrictions on business combinations contained in the MBCA, our charter also requires that, except in certain circumstances, “business combinations” with a “related person” must be approved by the affirmative vote of the holders of at least 90% of our outstanding voting stock. These restrictions on business combinations may delay, defer, or prevent a change of control or other transaction even if such transaction involves a premium price for our common stock or our stockholders believe that such transaction is otherwise in their best interests.
Conflicts of interest may exist or could arise in the future between the interests of our stockholders and the interests of holders of Healthpeak OP common units, which may impede business decisions that could benefit our stockholders.
Conflicts of interest may exist or could arise in the future as a result of the relationships between us and our affiliates, on the one hand, and Healthpeak OP or any member thereof, on the other. Our directors and officers have duties to our company under Maryland law in connection with their management of our company. At the same time, we, as the managing member of Healthpeak OP, have certain fiduciary duties and obligations to Healthpeak OP and its members under Maryland law and the operating agreement of Healthpeak OP in connection with the management of Healthpeak OP. Our fiduciary duties and obligations as the managing member of Healthpeak OP may come into conflict with the duties of our directors and officers to our company.
Under Maryland law, a managing member of a Maryland limited liability company has fiduciary duties of loyalty and care to the limited liability company and its members and must discharge its duties and exercise its rights as managing member under the operating agreement or Maryland law consistent with the obligation of good faith and fair dealing. The operating agreement provides that, to the maximum extent permitted under the Maryland Limited Liability Company Act, the only duties that the managing member owes to Healthpeak OP, any member, or any other person, fiduciary or otherwise, are to perform its contractual obligations as expressly set forth in the operating agreement consistently with the implied contractual covenant of good faith and fair dealing. The operating agreement further provides that, in the event of a conflict between the interests of Healthpeak OP or any member, on the one hand, and the separate interests of our company or our stockholders, on the other hand, we, in our capacity as the managing member of Healthpeak OP, may give priority to the separate interests of our company or our stockholders (including with respect to tax consequences to members, assignees, or our stockholders), and, in the event of such a conflict, any action or failure to act on our part or on the part of our directors or officers that gives priority to the separate interests of our company or our stockholders that does not result in a violation of the contract rights of the members of Healthpeak OP under its operating agreement does not violate the duty of loyalty or any other duty that we, in our capacity as the managing member of Healthpeak OP, owe to Healthpeak OP and its members.
Additionally, the operating agreement provides that we generally will not be liable to Healthpeak OP or any member for any action or omission taken in our capacity as managing member, for the debts or liabilities of Healthpeak OP or for the obligations of Healthpeak OP under the operating agreement, except for liability for our fraud, willful misconduct, or gross negligence, pursuant to any express indemnity we may give to Healthpeak OP, or in connection with a redemption. Healthpeak OP generally must indemnify us, our directors and officers, officers of Healthpeak OP, and our designees from and against any and all claims that relate to the operations of Healthpeak OP, unless (i) an act or omission of the person was material to the matter giving rise to the action and either was committed in bad faith or was the result of active and deliberate dishonesty, (ii) in the case of a criminal proceeding, the indemnified person had reasonable cause to believe that the act or omission was unlawful, or (iii) the person actually received an improper personal benefit in money, property, or services. Healthpeak OP must also pay or reimburse the reasonable expenses of any such person in advance of a final disposition of the proceeding upon its receipt of a written affirmation of the person’s good faith belief that the standard of conduct necessary for indemnification has been met and a written undertaking to repay any amounts paid or advanced if it is ultimately determined that the person did not meet the standard of conduct for indemnification. Healthpeak OP is not required to indemnify or advance funds to any person with respect to any action initiated by the person seeking indemnification without our approval (except for any proceeding brought to enforce such person’s right to indemnification under the operating agreement) or in respect of any proceeding in which the person is found to be liable to Healthpeak OP if the proceeding was one by or in the right of Healthpeak OP.
No reported decision of a Maryland appellate court has interpreted provisions similar to the provisions of the operating agreement of Healthpeak OP that modify and reduce our fiduciary duties or obligations as the managing member or reduce or eliminate our liability to Healthpeak OP and its members, and we have not obtained an opinion of counsel as to the enforceability of the provisions set forth in the operating agreement that purport to modify or reduce the fiduciary duties and obligations that would be in effect were it not for the operating agreement.
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Certain provisions in the operating agreement of Healthpeak OP or other agreements may delay or prevent unsolicited acquisitions of us or certain other transactions.
Provisions of the operating agreement of Healthpeak OP may delay or make more difficult unsolicited acquisitions of us or changes of our control. These provisions could discourage third parties from making proposals involving an unsolicited acquisition of us or change of our control, although some of our stockholders or members of Healthpeak OP might consider such proposals, if made, desirable. These provisions include, among others:
•redemption rights of qualifying parties;
•a requirement that we may not be removed as the managing member of Healthpeak OP without our consent;
•transfer restrictions on common units;
•our ability, as managing member, in some cases, to amend the operating agreement and to cause Healthpeak OP to issue additional membership interests with terms that could delay, defer, or prevent a merger or other change of control of us or Healthpeak OP without the consent of our stockholders or the members of Healthpeak OP; and
•the right of the non-managing members of Healthpeak OP to consent to certain transfers of our managing membership interest (whether by sale, disposition, statutory merger or consolidation, liquidation, or otherwise).
Our charter and bylaws, the operating agreement of Healthpeak OP, and Maryland law also contain other provisions that may delay, defer, or prevent a transaction or a change of control that might involve a premium price for our common stock or that our stockholders otherwise believe to be in their best interest.
In addition, provisions of certain agreements with our partners may delay or make more difficult certain other transactions, including involving issuances of common units.
We are a holding company with no direct operations and, as such, we will rely on funds received from Healthpeak OP to pay liabilities, and the interests of our stockholders will be structurally subordinated to all liabilities and obligations of Healthpeak OP and its subsidiaries.
We are a holding company and conduct substantially all of our operations through Healthpeak OP. We do not have, apart from an interest in Healthpeak OP, any independent operations. As a result, we rely on distributions from Healthpeak OP to continue to pay any dividends we might declare on shares of our common stock. We also rely on distributions from Healthpeak OP to meet any of our obligations, including any tax liability on taxable income allocated to us from Healthpeak OP. In addition, because we are a holding company, stockholder claims will be structurally subordinated to all existing and future liabilities and obligations (whether or not for borrowed money) of Healthpeak OP and its subsidiaries. Therefore, in the event of our bankruptcy, liquidation, or reorganization, our assets and those of Healthpeak OP and its subsidiaries will be available to satisfy the claims of our stockholders only after all of our and Healthpeak OP’s and its subsidiaries’ liabilities and obligations have been paid in full.
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ITEM 1B.    Unresolved Staff Comments
None.
ITEM 1C.    Cybersecurity
Cybersecurity Risk Management and Strategy
In our business operations, we use information technology, enterprise applications, communications tools, cloud network solutions, and related systems to manage our operations, including to manage our building systems, tenant and vendor relationships, accounting and recordkeeping, and communications, among other aspects of our business.
We have developed and implemented a cybersecurity risk management program intended to protect our properties, confidential and proprietary data, and information technology and systems, from cybersecurity threats, including unauthorized access or attack. We leverage the National Institute of Standards and Technology (“NIST”) Cybersecurity Framework as a guide to help us identify, assess, and manage cybersecurity risks relevant to the business. This does not imply that we meet any particular technical standards, specifications, or requirements.
Our processes for assessing, identifying, and managing risks from cybersecurity threats, including operational risks, financial reporting risks, reputational risks, personal data theft, fraud, and other potential risks, are integrated into our overall enterprise risk management process, and share common methodologies, reporting channels, and governance processes that apply across the enterprise risk management process to other legal, compliance, strategic, operational, and financial risk areas.
Our cybersecurity risk management program includes the following:
•a multidisciplinary team comprised of personnel from information technology (“IT”), internal audit, accounting, and legal, as well as third-party cybersecurity experts principally responsible for directing (i) our cybersecurity risk assessment processes, (ii) our security processes, and (iii) our response to cybersecurity incidents;
•risk assessments designed to help identify material cybersecurity risks to our critical systems, information, services, and our broader enterprise IT environment;
•internal and third-party security tools to monitor our systems, identify cybersecurity risks, and test our IT environment;
•the use of third-party cybersecurity experts, where appropriate, to assess, test or otherwise assist with aspects of our security processes;
•a cybersecurity incident response plan, business continuity plan, and established policies governing cybersecurity risk management at the corporate and property levels;
•cybersecurity training for employees and key business partners with access to our systems;
•a third-party cybersecurity risk management process for service providers and vendors who access our systems;
•requiring employees, as well as third parties who have access to our systems, to treat confidential and private information and data with care, including performing controls relating to such data; and
•cybersecurity risk insurance.
We also seek to engage reputable service providers that maintain cybersecurity programs or controls.
We have not identified risks from known cybersecurity threats within the prior fiscal year, including as a result of any prior cybersecurity incident, that have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations, or financial condition. Please refer to “Item 1A, Risk Factors” in this report for additional information about certain ongoing risks related to our information technology that, if realized, are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition.
Cybersecurity Governance
Cybersecurity is an important part of our overall risk management processes and an area of focus for our Board of Directors and management.
The Board, in coordination with the Audit Committee, oversees the Company’s enterprise risk management process, including the management of material risks arising from cybersecurity threats. The Audit Committee regularly receives updates from management and third-party cybersecurity experts about major cybersecurity risks, their potential impact on our business operations, and management’s processes to identify, monitor, and mitigate such risks, including, as relevant, the results of assessments or audits of our processes. The Audit Committee periodically provides updates on these matters to the Board of Directors.
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Our enterprise risk team consists of cross-functional professionals who collaborate with subject matter specialists, as necessary, including an independent third-party expert we have retained to functionally serve as a virtual chief information security officer (“CISO”), to identify and assess material risks from cybersecurity threats, their severity, and potential mitigation steps. The CISO is primarily responsible for leading our cybersecurity risk assessment and management processes. This expert has experience having served as the chief information security officer for an international commercial real estate services company and currently serves as chief information security officer of a cybersecurity firm focused on commercial real estate. He is supported by an internal cross-functional management team of IT and internal audit personnel who regularly review and assess cybersecurity initiatives, including our incident response plan, as well as cybersecurity compliance, training and risk management efforts.
ITEM 2.    Properties
Our strategy is to own, operate, and develop high-quality real estate focused on healthcare discovery and delivery. In evaluating potential investments, we consider a multitude of factors, including:
•location, construction quality, age, condition, and design of the property;
•geographic area, proximity to other healthcare facilities, type of property, and demographic profile, including new competitive supply;
•whether the expected risk-adjusted return exceeds the incremental cost of capital;
•whether the rent or operating income provides a competitive market return to our investors;
•duration, rental rates, tenant and operator quality, and other attributes of in-place leases, including master lease structures and coverage;
•current and anticipated cash flow and its adequacy to meet our operational needs;
•availability of security such as letters of credit, security deposits, and guarantees;
•potential for capital appreciation;
•expertise and reputation of the tenant or operator;
•occupancy and demand for similar healthcare facilities in the same or nearby communities;
•availability of qualified operators or property managers and whether we can manage the property;
•potential for environmentally sustainable and/or resilient features of the property;
•potential alternative uses of the facilities;
•the regulatory and reimbursement environment in which the properties operate;
•tax laws related to REITs;
•prospects for liquidity through financing or refinancing; and
•our access to and cost of capital.
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Properties
The following table summarizes our consolidated property investments as of and for the year ended December 31, 2024 (square feet and dollars in thousands):
Facility Location Number of
Facilities
Capacity(1)
Gross Asset
Value(2)
Real Estate
Revenues(3)
Operating
Expenses
Outpatient medical: (Sq. Ft.)
Texas 103  9,333  $ 2,103,743  $ 295,840  $ (99,990)
Florida 39  2,206  584,475  72,769  (25,323)
Pennsylvania 15  1,613  456,194  42,747  (17,205)
Tennessee 25  2,348  441,428  71,504  (23,695)
Colorado 23  1,443  425,430  54,562  (32,255)
Georgia 14  1,418  398,723  43,848  (14,281)
Other (36 States) 288  17,682  4,646,540  624,474  (193,244)
Total outpatient medical 507  36,043  $ 9,056,533  $ 1,205,744  $ (405,993)
Lab: (Sq. Ft.)
California 106  7,862  $ 5,919,953  $ 632,860  $ (162,212)
Massachusetts 19  2,613  2,838,593  241,376  (73,290)
Other (1 State) 4  240  54,239  7,216  (4,118)
Total lab 129  10,715  $ 8,812,785  $ 881,452  $ (239,620)
CCRC: (Units)
Florida 9  4,774  $ 1,395,819  $ 367,604  $ (282,500)
Other (5 States) 6  2,286  649,297  200,871  (146,748)
Total CCRC 15  7,060  $ 2,045,116  $ 568,475  $ (429,248)
Total properties 651  $ 19,914,434  $ 2,655,671  $ (1,074,861)
_______________________________________
(1)Excludes capacity associated with developments.
(2)Represents gross real estate which includes the carrying amount of real estate after adding back accumulated depreciation and amortization. Excludes gross real estate of $11 million related to one outpatient medical building classified as held for sale.
(3)Represents the combined amount of rental and related revenues and resident fees and services.
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Occupancy and Annual Rent Trends
The following table summarizes occupancy and average annual rent trends for our consolidated properties for the years ended December 31 (average occupied square feet in thousands):
2024 2023 2022
Outpatient medical:
Average occupancy percentage(1)
 92  % 90  % 90  %
Average annual rent per square foot(2)
 $ 36  $ 35  $ 33 
Average occupied square feet 32,431  21,337  21,472 
Lab:
Average occupancy percentage(1)
 96  % 98  % 98  %
Average annual rent per square foot(2)
 $ 87  $ 82  $ 71 
Average occupied square feet 9,404  10,334  10,610 
CCRC:
Average occupancy percentage(1)
 85  % 84  % 82  %
Average annual rent per occupied unit(3)
 $ 94,103  $ 88,524  $ 84,664 
Average occupied units 6,041  5,960  5,926 
_______________________________________
(1)Average occupancy excludes any of the following: (i) developments, (ii) significant redevelopments, (iii) newly completed properties under lease-up, and (iv) properties held for sale.
(2)Presented as a ratio of revenues comprised of rental and related revenues divided by average occupied square feet and annualized for acquisitions for the year in which they occurred. Average annual rent excludes termination fees and non-cash revenue adjustments (i.e., straight-line rents and amortization of market lease intangibles).
(3)Presented as a ratio of revenues comprised of resident fees and services and government grant income divided by average occupied units of the facilities. Average annual rent excludes termination fees and non-cash revenue adjustments (i.e., the impact of deferred community fee income).
Tenant Lease Expirations
The following table shows tenant lease expirations for the next 10 years and thereafter at our consolidated properties, assuming that none of the tenants exercise any of their renewal or purchase options, and excludes properties in our CCRC segment and assets held for sale as of December 31, 2024 (dollars and square feet in thousands):
Expiration Year
Segment Total
2025(1)
 2026 2027 2028 2029 2030 2031 2032 2033 2034 Thereafter
Outpatient medical:
Square feet 33,278  3,788  4,090  3,066  3,930  3,177  2,237  2,590  2,710  1,668  1,494  4,528 
Base rent(2)
 $ 873,741  $ 104,756  $ 116,522  $ 85,332  $ 96,518  $ 92,462  $ 60,431  $ 65,266  $ 63,952  $ 47,918  $ 38,004  $ 102,580 
% of segment base rent 100  12  13  10  11  11  7  7  7  6  4  12 
Lab:
Square feet 9,167  675  401  1,030  694  844  1,143  1,050  969  594  693  1,074 
Base rent(2)
 $ 572,298  $ 35,987  $ 28,059  $ 55,900  $ 37,850  $ 53,436  $ 79,287  $ 70,497  $ 63,067  $ 47,263  $ 52,233  $ 48,719 
% of segment base rent 100  6  5  10  7  9  14  12  11  8  9  9 
Total:
Base rent(2)
 $ 1,446,039  $ 140,743  $ 144,581  $ 141,232  $ 134,368  $ 145,898  $ 139,718  $ 135,763  $ 127,019  $ 95,181  $ 90,237  $ 151,299 
% of total base rent 100 10  10  10  9  10  10  9  9  7  6  10 
_______________________________________
(1)Includes month-to-month leases.
(2)The most recent month’s (or subsequent month’s, if acquired in the most recent month) base rent, including additional rent floors, annualized for 12 months. Base rent does not include tenant recoveries, additional rents in excess of floors, and non-cash revenue adjustments (i.e., straight-line rents, amortization of market lease intangibles, and deferred revenues).
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ITEM 3.    Legal Proceedings
See the “Legal Proceedings” section of Note 12 to the Consolidated Financial Statements for information regarding legal proceedings, which information is incorporated by reference in this Item 3.
ITEM 4.    Mine Safety Disclosures
None.
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PART II
ITEM 5.    Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Our common stock is listed on the New York Stock Exchange under the symbol “DOC.”
As of January 29, 2025, we had 6,645 stockholders of record, and there were 447,008 beneficial holders of our common stock.
Dividends (Distributions)
It has been our policy to declare quarterly dividends to common stockholders so as to comply with applicable provisions of the Code governing REITs. All distributions are made at the discretion of our Board of Directors in accordance with Maryland law. Distributions with respect to our common stock can be characterized for federal income tax purposes as ordinary dividends, capital gains, nondividend distributions, or a combination thereof. The following table shows the characterization of our annual common stock distributions per share:
Year Ended December 31,
2024 2023 2022
Ordinary dividends(1)
 $ 0.720440  $ 0.909692  $ 0.872948 
Capital gains(2)(3)
 0.295060  0.116992  0.183208 
Nondividend distributions 0.184500  0.173316  0.143844 
$ 1.200000  $ 1.200000  $ 1.200000 
______________________________________
(1)For the year ended December 31, 2024, all $0.720440 of ordinary dividends qualified as business income for purposes of Code Section 199A. For the year ended December 31, 2023, the amount includes $0.882312 of ordinary dividends qualified as business income for purposes of Code Section 199A and $0.027380 of qualified dividend income for purposes of Code Section 1(h)(11). For the year ended December 31, 2022, all $0.872948 of ordinary dividends qualified as business income for purposes of Code Section 199A.
(2)For the years ended December 31, 2024, 2023, and 2022, the amount includes $0.215960, $0.036256, and $0.017760, respectively, of unrecaptured Code Section 1250 gain. Pursuant to Treasury Regulation Section 1.1061-6(c), we are disclosing additional information related to the capital gain dividends for purposes of Section 1061 of the Code. Code Section 1061 is generally applicable to direct and indirect holders of “applicable partnership interests.” For the years ended December 31, 2024 and 2023, the “One Year Amounts” and “Three Year Amounts” are each zero, since all capital gains relate to Code Section 1231 gains. For the year ended December 31, 2022, the “One Year Amounts” and “Three Year Amounts” are each 89.6708% of the total capital gain distributions and the remaining capital gain distributions are attributable to Code Section 1231 gains, which are not subject to Code Section 1061.
(3)For the years ended December 31, 2024, 2023, and 2022, 100%, 100%, and 10.3292%, respectively, of the capital gain distributions represent gains from dispositions of U.S. real property interests pursuant to Code Section 897 for foreign shareholders.
On February 3, 2025, our Board of Directors declared a quarterly common stock cash dividend of $0.305 per share, reflecting an increase from $0.30 to $0.305 per share. The common stock cash dividend will be paid on February 26, 2025 to stockholders of record as of the close of business on February 14, 2025.
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Issuer Purchases of Equity Securities
The following table sets forth information with respect to purchases of our common stock made by or on our behalf during the three months ended December 31, 2024.
Period Covered
Total Number
of Shares
Purchased
 Average Price
Paid per Share
Total Number of Shares
Purchased as
Part of Publicly
Announced Plans
or Programs(1)
Maximum Number (or
Approximate Dollar Value)
of Shares that May Yet
be Purchased Under
the Plans or Programs(1)
October 1-31, 2024 —  $ —  —  $ 500,000,000 
November 1-30, 2024 —  —  —  500,000,000 
December 1-31, 2024 —  —  —  500,000,000 
—  $ —  —  $ 500,000,000 
_______________________________________
(1)On July 24, 2024, our Board of Directors approved the 2024 Share Repurchase Program under which we may acquire shares of our common stock in the open market or other similar purchase techniques (including in compliance with the safe harbor provisions of Rule 10b-18 under the Exchange Act or pursuant to one or more plans adopted under Rule 10b5-1 promulgated under the Exchange Act), up to an aggregate purchase price of $500 million. Purchases of common stock under the 2024 Share Repurchase Program may be exercised at our discretion with the timing and number of shares repurchased depending on a variety of factors, including price, corporate and regulatory requirements, and other corporate liquidity requirements and priorities. The 2024 Share Repurchase Program expires in July 2026 and may be suspended or terminated at any time without prior notice. As of December 31, 2024, no shares have been repurchased under the 2024 Share Repurchase Program. Therefore, at December 31, 2024, $500 million of the Company’s common stock remained available for repurchase under the 2024 Share Repurchase Program.
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Performance Graph
The graph and table below compare the cumulative total return of Healthpeak, the S&P 500 Index, and the Equity REIT Index of Nareit, from January 1, 2020 to December 31, 2024. Total cumulative return is based on a $100 investment in Healthpeak common stock and in each of the indices at the close of trading on December 31, 2019 and assumes quarterly reinvestment of dividends before consideration of income taxes. Stockholder returns over the indicated periods should not be considered indicative of future stock prices or stockholder returns.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
AMONG S&P 500, EQUITY REITS AND HEALTHPEAK PROPERTIES, INC.
RATE OF RETURN TREND COMPARISON
JANUARY 1, 2020–DECEMBER 31, 2024
(JANUARY 1, 2020 = $100)
Performance Graph Total Stockholder Return

5047
December 31,
2020 2021 2022 2023 2024
FTSE Nareit Equity REIT Index $ 94.88  $ 134.06  $ 100.62  $ 112.04  $ 117.56 
S&P 500 118.39  152.34  124.73  157.48  196.85 
Healthpeak Properties, Inc. 92.33  114.25  82.83  69.24  75.37 
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ITEM 6.    [Reserved]
ITEM 7.    Management’s Discussion and Analysis of Financial Condition and Results of Operations
The information set forth in this Item 7 is intended to provide readers with an understanding of our financial condition, changes in financial condition, and results of operations. This section generally discusses the results of our operations for the year ended December 31, 2024 compared to the year ended December 31, 2023. For a discussion of the year ended December 31, 2023 compared to the year ended December 31, 2022, please refer to Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed with the SEC on February 9, 2024.
The discussion below contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those which are discussed in “Item 1A, Risk Factors.” See also “Cautionary Language Regarding Forward-Looking Statements” preceding Part I.
The following discussion and analysis should be read in conjunction with our accompanying, consolidated financial statements and the notes thereto.
We will discuss and provide our analysis in the following order:
•Market Trends and Uncertainties
•Company Highlights
•Dividends
•Results of Operations
•Liquidity and Capital Resources
•Non-GAAP Financial Measures Reconciliations
•Critical Accounting Estimates
•Recent Accounting Pronouncements
Market Trends and Uncertainties
Our operating results have been and will continue to be impacted by global and national economic and market conditions generally and by the local economic conditions where our properties are located.
Increased interest rates, ongoing geopolitical tensions, and volatility in public and private equity and fixed income markets have led to increased costs and limitations on the availability of capital. In addition, increased interest rates have and could continue to adversely impact our borrowing costs, the fair value of our fixed rate instruments, transaction volume, and real estate values generally, including our real estate.
To the extent our tenants and/or operators have also experienced increased costs, liquidity constraints, and financing difficulties due to the foregoing macroeconomic and market conditions, they may be unable or unwilling to make payments or perform their obligations when due.
We have also been affected by increased costs relating to tenant improvements and construction, which, together with higher costs of capital, have adversely affected, and in the future may adversely affect, the expected yields on our development and redevelopment projects. While there have been signs that cost pressures are moderating, there can be no assurance that this will continue to be the case.
We continuously monitor the effects of domestic and global events on our operations and financial position, and on the operations and financial position of our tenants, operators, and borrowers, to enable us to remain responsive and adaptable to the dynamic changes in our operating environment. These events include but are not limited to inflation; interest rates; challenges in the financial markets; and changes in the U.S. political administration, which could affect healthcare policy, labor supply, procurement and construction costs, and economic conditions, among other things.
See “Item 1A, Risk Factors” in this report for additional discussion of the risks posed by macroeconomic conditions, as well as the uncertainties we and our tenants, operators, and borrowers may face as a result.
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Company Highlights
On March 1, 2024, we completed the Merger with Physicians Realty Trust, which resulted in the acquisition of 299 outpatient medical buildings.
Real Estate Transactions
•In January 2024, we sold a 65% interest in two lab buildings in San Diego, California (the “Callan Ridge JV”) to a third-party for net proceeds of $128 million.
•In April 2024, we exercised our option to buy out four redeemable noncontrolling interests, made aggregate cash payments for the total redemption value of $53 million to the related noncontrolling interest holders, and acquired the redeemable noncontrolling interests associated with these entities.
•During the year ended December 31, 2024, we sold: (i) a portfolio of 61 outpatient medical buildings for $697 million and provided the buyer with a mortgage loan secured by the real estate sold for $419 million, (ii) 14 outpatient medical buildings for $220 million, (iii) a portfolio of seven lab buildings for $180 million, and (iv) a portfolio comprised of a land parcel and various vacant buildings on certain of our CCRC campuses for $12 million.
Development and Redevelopment Activities
•During the year ended December 31, 2024, the following projects were placed in service: (i) a portion of two lab development projects with total project costs of $83 million, (ii) two outpatient medical development projects with total project costs of $62 million, (iii) one outpatient medical development project held in a consolidated joint venture of which our share of total project costs was $22 million, (iv) one lab redevelopment building held in one of our unconsolidated South San Francisco JVs of which our share of total project costs was $15 million, (v) one lab redevelopment project with total project costs of $14 million, (vi) a portion of one lab redevelopment project with total project costs of $13 million, and (vii) a portion of one lab redevelopment building held in one of our unconsolidated South San Francisco JVs of which our share of total project costs was $9 million.
Financing Activities
•In March 2024, we executed a $750 million five year unsecured term loan (the “2029 Term Loan”) as an incremental facility under the term loan agreement. In January 2024, we entered into forward-starting interest rate swap instruments on the 2029 Term Loan which are designated as cash flow hedges and establish a blended fixed effective interest rate of 4.66%.
•During the year ended December 31, 2024, we repurchased 10.5 million shares of our common stock under our 2022 Share Repurchase Program (as defined below) at a weighted average price of $17.98 per share for a total of $188 million.
•In February 2025, we repaid $348 million aggregate principal amount of 3.40% senior unsecured notes at maturity.
Other Activities
•During the year ended December 31, 2024, we refinanced one of our existing seller financing loans receivable, extended the maturity date to August 2027, and received aggregate partial principal repayments of $74 million.
•During the year ended December 31, 2024, we executed an early lease renewal for approximately 2 million square feet leased by CommonSpirit Health, which is subject to a master agreement, which extended the weighted average lease term of existing leases from July 2027 to December 2035, amended the contractual rents to current market rates, and increased the annual contractual lease escalations from 2.5% to 3.0%.
•In January 2025, we received full repayment of: (i) the $48 million outstanding balance of one of our seller financing loans receivable and (ii) the $15 million outstanding balance of one secured loan with an original maturity of July 2027.
Dividends
Quarterly common stock cash dividends paid during 2024 aggregated to $1.20 per share. On February 3, 2025, our Board of Directors declared a quarterly common stock cash dividend of $0.305 per share, reflecting an increase from $0.30 to $0.305 per share. The dividend will be paid on February 26, 2025 to stockholders of record as of the close of business on February 14, 2025.
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Results of Operations
We evaluate our business and allocate resources among our operating segments: (i) outpatient medical, (ii) lab, (iii) CCRC, (iv) an interest in our unconsolidated SWF SH JV, and (v) loans receivable. Our operating segments are aggregated into the following reportable segments: (i) outpatient medical, (ii) lab, and (iii) CCRC. Under the outpatient medical and lab segments, we own, operate, and develop outpatient medical buildings, hospitals, and lab buildings. Our CCRCs are operated through RIDEA structures. The SWF SH JV and loans receivable are non-reportable segments that have been presented on a combined basis herein. We evaluate performance based upon property adjusted net operating income (“Adjusted NOI” or “Cash NOI”) in each segment. The accounting policies of the segments are the same as those described in the summary of significant accounting policies in Note 2 to the Consolidated Financial Statements.
Non-GAAP Financial Measures
Adjusted NOI
Adjusted NOI is a non-U.S. generally accepted accounting principles (“GAAP”) supplemental financial measure used to evaluate the operating performance of real estate. Adjusted NOI represents real estate revenues (inclusive of rental and related revenues, resident fees and services, and government grant income and exclusive of interest income), less property level operating expenses; Adjusted NOI excludes all other financial statement amounts included in net income (loss) as presented in Note 16 to the Consolidated Financial Statements. Adjusted NOI eliminates the effects of straight-line rents, amortization of market lease intangibles, termination fees, actuarial reserves for insurance claims that have been incurred but not reported, and the impact of deferred community fee income and expense. Adjusted NOI is calculated as Adjusted NOI from consolidated properties, plus our share of Adjusted NOI from unconsolidated joint ventures (calculated by applying our actual ownership percentage for the period), less noncontrolling interests’ share of Adjusted NOI from consolidated joint ventures (calculated by applying our actual ownership percentage for the period). We utilize our share of Adjusted NOI in assessing our performance as we have various joint ventures that contribute to our performance. Our share of Adjusted NOI should not be considered a substitute for, and should only be considered together with and as a supplement to, our financial information presented in accordance with GAAP.
Adjusted NOI is oftentimes referred to as “Cash NOI.” Management believes Adjusted NOI is an important supplemental measure because it provides relevant and useful information by reflecting only income and operating expense items that are incurred at the property level and presents them on an unlevered basis. We use Adjusted NOI to make decisions about resource allocations, to assess and compare property level performance, and to evaluate our Merger-Combined Same-Store (“Merger-Combined SS”) performance, as described below. We believe that net income (loss) is the most directly comparable GAAP measure to Adjusted NOI. Adjusted NOI should not be viewed as an alternative measure of operating performance to net income (loss) as defined by GAAP since it does not reflect various excluded items. Further, our definition of Adjusted NOI may not be comparable to the definitions used by other REITs or real estate companies, as they may use different methodologies for calculating Adjusted NOI.
As described in Note 16 to the Consolidated Financial Statements, our chief operating decision maker (“CODM”) evaluates the performance of our operating segments based on Adjusted NOI. Our operating segments are aggregated into reportable segments for which we disclose Total Portfolio Adjusted NOI for our reportable segments. For further information, including information reconciling our Adjusted NOI for reportable segments to our income (loss) before income taxes and equity income (loss) from unconsolidated joint ventures, refer to Note 16 to the Consolidated Financial Statements.
Operating expenses generally relate to leased outpatient medical and lab buildings, as well as CCRC facilities. We generally recover all or a portion of our leased outpatient medical and lab property expenses through tenant recoveries, which are recognized within rental and related revenues.
Merger-Combined Same-Store Adjusted NOI
Merger-Combined Same-Store Adjusted NOI includes legacy Physicians Realty Trust properties that met the same-store criteria as if they were owned by the Company for the full analysis period. This information allows our investors, analysts, and us to evaluate the performance of our property portfolio under a consistent population by eliminating changes in the composition of our portfolio of properties, excluding properties within the other non-reportable segments. We include properties from our consolidated portfolio, as well as properties owned by our unconsolidated joint ventures in Adjusted NOI (see Adjusted NOI definition above for further discussion regarding our use of pro-rata share information and its limitations). Merger-Combined Same-Store Adjusted NOI excludes government grant income under the CARES Act, amortization of deferred revenue from tenant-funded improvements, and certain non-property specific operating expenses that are allocated to each operating segment on a consolidated basis.
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Properties are included in Merger-Combined Same-Store once they are fully operating for the entirety of the comparative periods presented. A property is removed from Merger-Combined Same-Store when it is classified as held for sale, sold, placed into redevelopment, experiences a casualty event that significantly impacts operations, or a significant tenant relocates from a Merger-Combined Same-Store property to a Merger-Combined non Same-Store property and that change results in a corresponding increase in revenue. We do not report Merger-Combined Same-Store metrics for our other non-reportable segments.
Management believes that continued reporting of the same-store portfolio for only pre-merger Healthpeak Properties, Inc. offers minimal value to investors who are seeking to understand the operating performance and growth potential of the Combined Company. The Company was provided access to the underlying financial statements of legacy Physicians Realty Trust (which financial statements have been audited or, in the case of interim periods, reviewed) and other detailed information about each property, such as the acquisition date. Based on this available information, the Company was able to consistently apply its same-store definition across the combined portfolio. As a result of the Merger, approximately 97% of the combined portfolio is represented in the Merger-Combined Same-Store presentation for the outpatient medical segment for the year ended December 31, 2024.
For a reconciliation of Merger-Combined Same-Store to total portfolio Adjusted NOI and other relevant disclosures by segment, refer to our Segment Analysis below.
Nareit FFO. Funds from Operations (“FFO”), as defined by the National Association of Real Estate Investment Trusts (“Nareit”), is net income (loss) applicable to common shares (computed in accordance with GAAP), excluding gains or losses from sales of depreciable property, including any current and deferred taxes directly associated with sales of depreciable property, impairments of, or related to, depreciable real estate, plus real estate-related depreciation and amortization, and adjustments to compute our share of Nareit FFO from joint ventures. Adjustments for joint ventures are calculated to reflect our pro rata share of both our consolidated and unconsolidated joint ventures. We reflect our share of Nareit FFO for unconsolidated joint ventures by applying our actual ownership percentage for the period to the applicable reconciling items on an entity by entity basis. For consolidated joint ventures in which we do not own 100%, we reflect our share of the equity by adjusting our Nareit FFO to remove the third-party ownership share of the applicable reconciling items based on actual ownership percentage for the applicable periods. Our pro rata share information is prepared on a basis consistent with the comparable consolidated amounts, is intended to reflect our proportionate economic interest in the operating results of properties in our portfolio and is calculated by applying our actual ownership percentage for the period. We do not control the unconsolidated joint ventures, and the pro rata presentations of reconciling items included in Nareit FFO do not represent our legal claim to such items. The joint venture members or partners are entitled to profit or loss allocations and distributions of cash flows according to the joint venture agreements, which provide for such allocations generally according to their invested capital.
The presentation of pro rata information has limitations, which include, but are not limited to, the following: (i) the amounts shown on the individual line items were derived by applying our overall economic ownership interest percentage determined when applying the equity method of accounting and do not necessarily represent our legal claim to the assets and liabilities, or the revenues and expenses and (ii) other companies in our industry may calculate their pro rata interest differently, limiting the usefulness as a comparative measure. Because of these limitations, the pro rata financial information should not be considered independently or as a substitute for our financial statements as reported under GAAP. We compensate for these limitations by relying primarily on our GAAP financial statements, using the pro rata financial information as a supplement.
We believe Nareit FFO applicable to common shares and diluted Nareit FFO applicable to common shares are important supplemental non-GAAP measures of operating performance for a REIT. Because the historical cost accounting convention used for real estate assets utilizes straight-line depreciation (except on land), such accounting presentation implies that the value of real estate assets diminishes predictably over time. Since real estate values instead have historically risen and fallen with market conditions, presentations of operating results for a REIT that use historical cost accounting for depreciation could be less informative. The term Nareit FFO was designed by the REIT industry to address this issue.
Nareit FFO does not represent cash generated from operating activities in accordance with GAAP, is not necessarily indicative of cash available to fund cash needs and should not be considered an alternative to net income (loss). We compute Nareit FFO in accordance with the current Nareit definition; however, other REITs may report Nareit FFO differently or have a different interpretation of the current Nareit definition from ours. For a reconciliation of net income (loss) to Nareit FFO and other relevant disclosures, refer to “Non-GAAP Financial Measures Reconciliations” below.
FFO as Adjusted. In addition, we present Nareit FFO on an adjusted basis before the impact of non-comparable items including, but not limited to, transaction and merger-related items, other impairments (recoveries) and other losses (gains), restructuring and severance-related charges, prepayment costs (benefits) associated with early retirement or payment of debt, litigation costs (recoveries), casualty-related charges (recoveries), deferred tax asset valuation allowances, and changes in tax legislation (“FFO as Adjusted”). These adjustments are net of tax, when applicable, and are reflective of our share of our joint ventures.
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Adjustments for joint ventures are calculated to reflect our pro rata share of both our consolidated and unconsolidated joint ventures. We reflect our share of FFO as Adjusted for unconsolidated joint ventures by applying our actual ownership percentage for the period to the applicable reconciling items on an entity by entity basis. We reflect our share for consolidated joint ventures in which we do not own 100% of the equity by adjusting our FFO as Adjusted to remove the third-party ownership share of the applicable reconciling items based on actual ownership percentage for the applicable periods. See “Nareit FFO” above for further disclosures regarding our use of pro rata share information and its limitations. Transaction and merger-related items include transaction expenses and gains/charges incurred as a result of mergers and acquisitions and lease amendment or termination activities. Prepayment costs (benefits) associated with early retirement of debt include the write-off of unamortized deferred financing fees, or additional costs, expenses, discounts, make-whole payments, penalties or premiums incurred as a result of early retirement or payment of debt. Other impairments (recoveries) and other losses (gains) include interest income associated with early and partial repayments of loans receivable and other losses or gains associated with non-depreciable assets including goodwill, undeveloped land parcels, and loans receivable. Management believes that FFO as Adjusted provides a meaningful supplemental measurement of our FFO run-rate and is frequently used by analysts, investors, and other interested parties in the evaluation of our performance as a REIT. At the same time that Nareit created and defined its FFO measure for the REIT industry, it also recognized that “management of each of its member companies has the responsibility and authority to publish financial information that it regards as useful to the financial community.” We believe stockholders, potential investors, and financial analysts who review our operating performance are best served by an FFO run-rate earnings measure that includes certain other adjustments to net income (loss), in addition to adjustments made to arrive at the Nareit defined measure of FFO. FFO as Adjusted is used by management in analyzing our business and the performance of our properties and we believe it is important that stockholders, potential investors, and financial analysts understand this measure used by management. We use FFO as Adjusted to: (i) evaluate our performance in comparison with expected results and results of previous periods, relative to resource allocation decisions, (ii) evaluate the performance of our management, (iii) budget and forecast future results to assist in the allocation of resources, (iv) assess our performance as compared with similar real estate companies and the industry in general, and (v) evaluate how a specific potential investment will impact our future results. Other REITs or real estate companies may use different methodologies for calculating an adjusted FFO measure, and accordingly, our FFO as Adjusted may not be comparable to those reported by other REITs. For a reconciliation of net income (loss) to FFO as Adjusted and other relevant disclosure, refer to “Non-GAAP Financial Measures Reconciliations” below.
Adjusted FFO (“AFFO”). AFFO is defined as FFO as Adjusted after excluding the impact of the following: (i) stock-based compensation amortization expense, (ii) amortization of deferred financing costs and debt discounts (premiums), (iii) straight-line rents, (iv) deferred income taxes, (v) amortization of above (below) market lease intangibles, net, (vi) non-refundable entrance fees collected in excess of (less than) the related amortization, and (vii) other AFFO adjustments, which include: (a) lease incentive amortization (reduction of straight-line rents), (b) actuarial reserves for insurance claims that have been incurred but not reported, and (c) amortization of deferred revenues, excluding amounts amortized into rental income that are associated with tenant funded improvements owned/recognized by us and up-front cash payments made by tenants to reduce their contractual rents. Also, AFFO is computed after deducting recurring capital expenditures, including second generation leasing costs and second generation tenant and capital improvements (“AFFO capital expenditures”). All adjustments are reflective of our pro rata share of both our consolidated and unconsolidated joint ventures (reported in “other AFFO adjustments”). We reflect our share of AFFO for unconsolidated joint ventures by applying our actual ownership percentage for the period to the applicable reconciling items on an entity by entity basis. We reflect our share for consolidated joint ventures in which we do not own 100% of the equity by adjusting our AFFO to remove the third-party ownership share of the applicable reconciling items based on actual ownership percentage for the applicable periods. See “Nareit FFO” above for further disclosures regarding our use of pro rata share information and its limitations. We believe AFFO is an alternative run-rate performance measure that improves the understanding of our operating results among investors and makes comparisons with: (i) expected results, (ii) results of previous periods, and (iii) results among REITs more meaningful. AFFO does not represent cash generated from operating activities determined in accordance with GAAP and is not indicative of cash available to fund cash needs as it excludes the following items which generally flow through our cash flows from operating activities: (i) adjustments for changes in working capital or the actual timing of the payment of income or expense items that are accrued in the period, (ii) transaction-related costs, (iii) litigation settlement expenses, and (iv) restructuring and severance-related charges. Furthermore, AFFO is adjusted for recurring capital expenditures, which are generally not considered when determining cash flows from operations or liquidity. Other REITs or real estate companies may use different methodologies for calculating AFFO, and accordingly, our AFFO may not be comparable to those reported by other REITs. Management believes AFFO provides a meaningful supplemental measure of our performance and is frequently used by analysts, investors, and other interested parties in the evaluation of our performance as a REIT, and by presenting AFFO, we are assisting these parties in their evaluation. AFFO is a non-GAAP supplemental financial measure and should not be considered as an alternative to net income (loss) determined in accordance with GAAP and should only be considered together with and as a supplement to our financial information prepared in accordance with GAAP. For a reconciliation of net income (loss) to AFFO and other relevant disclosures, refer to “Non-GAAP Financial Measures Reconciliations” below.
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Comparison of the Year Ended December 31, 2024 to the Year Ended December 31, 2023
Overview
The following table summarizes results for the years ended December 31, 2024 and 2023(1) (in thousands):
Year Ended December 31,
2024 2023 Change
Net income (loss) applicable to common shares $ 242,384  $ 304,284  $ (61,900)
Nareit FFO 1,092,730  985,180  107,550 
FFO as Adjusted 1,231,868  978,306  253,562 
AFFO 1,140,665  884,230  256,435 
_______________________________________
(1)For the reconciliation of non-GAAP financial measures, see “Non-GAAP Financial Measures Reconciliations” below.
Net income (loss) applicable to common shares decreased primarily as a result of the following:
•an increase in depreciation, primarily as a result of: (i) assets acquired as part of the Merger and (ii) development and redevelopment projects placed in service during 2023 and 2024;
•an increase in transaction and merger-related costs, primarily as a result of costs incurred in connection with the Merger;
•an increase in interest expense, primarily as a result of: (i) debt assumed as part of the Merger, including $1.25 billion aggregate principal amount of senior unsecured notes, $400 million aggregate principal amount of senior unsecured term loans assumed as part of the Merger (the “2028 Term Loan”), and $128 million aggregate principal amount of mortgage debt and (ii) borrowings under the 2029 Term Loan, which closed in March 2024;
•an increase in impairments and loan loss reserves (recoveries), net, primarily as a result of: (i) impairment charges associated with an asset impaired under the held for sale model and (ii) an increase in loan loss reserves recognized on secured loans and mezzanine loans receivable acquired as part of the Merger;
•an increase in casualty-related losses from Hurricane Milton during the fourth quarter of 2024; and
•an increase in income tax expense primarily as a result of an income tax expense incurred in connection with the sale of a 65% interest in two lab buildings in San Diego, California to a third-party in January 2024.
The decrease in net income (loss) applicable to common shares was partially offset by:
•an increase in Adjusted NOI generated from our lab and outpatient medical segments related to: (i) assets acquired as part of the Merger, (ii) development and redevelopment projects placed in service during 2023 and 2024, and (iii) new leasing activity during 2023 and 2024 (including the impact to straight-line rents);
•an increase in gain on sales of depreciable real estate sales during 2024 as compared to 2023;
•a gain upon change of control related to the sale of a 65% interest in two lab buildings in San Diego, California to a third-party in January 2024; and
•an increase in interest income related to mezzanine and secured loans receivable acquired as part of the Merger and seller financing provided in connection with the disposition of 61 outpatient medical buildings in 2024.
Nareit FFO increased primarily as a result of the aforementioned events impacting net income (loss) applicable to common shares, except for the following, which are excluded from Nareit FFO:
•depreciation and amortization expense;
•gain on sales of depreciable real estate;
•gain upon change of control;
•impairments of depreciable real estate; and
•taxes associated with real estate dispositions.
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FFO as Adjusted increased primarily as a result of the aforementioned events impacting Nareit FFO, except the following, which are excluded from FFO as Adjusted:
•transaction and merger-related items;
•casualty-related losses; and
•loan loss reserves (recoveries).
AFFO increased primarily as a result of higher cash collections of non-refundable entrance fees at our CCRCs, and the aforementioned events impacting FFO as Adjusted, except for the impact of straight-line rents and amortization of deferred financing costs, deferred income taxes, and debt discounts (premiums) on amounts recognized in connection with the Merger, which are excluded from AFFO, partially offset by higher AFFO capital expenditures during the period.
Segment Analysis
The following tables provide selected operating information for our Merger-Combined Same-Store and total property portfolio for each of our reportable segments. For the year ended December 31, 2024, our Merger-Combined Same-Store consists of 625 properties representing properties fully operating on or prior to January 1, 2023 and that remained in operation through December 31, 2024. Legacy Physicians Realty Trust properties that met the definition of Merger-Combined Same-Store are included in both periods presented as if they were owned by the Company for the full analysis period. See “Non-GAAP Financial Measures” above for additional information. Our total property portfolio consisted of 697 and 477 properties at December 31, 2024 and 2023, respectively.
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Outpatient Medical
The following table summarizes results at and for the years ended December 31, 2024 and 2023 (dollars and square feet in thousands, except per square foot data):
Merger-Combined SS(1)
Total Portfolio(2)
Year Ended December 31, Year Ended December 31,
2024 2023 Change 2024 2023 Change
Rental and related revenues $ 1,197,264 $ 1,138,437 $ 58,827 $ 1,205,744 $ 753,479 $ 452,265 
Healthpeak’s share of unconsolidated joint venture total revenues 26,092 24,091 2,001 24,041 3,033 21,008 
Noncontrolling interests’ share of consolidated joint venture total revenues (36,083) (35,365) (718) (37,643) (35,073) (2,570)
Operating expenses (395,079) (382,748) (12,331) (405,993) (263,132) (142,861)
Healthpeak’s share of unconsolidated joint venture operating expenses (10,007) (8,986) (1,021) (9,034) (1,189) (7,845)
Noncontrolling interests’ share of consolidated joint venture operating expenses 10,071 10,149 (78) 10,582 9,921 661 
Adjustments to NOI(3)
 (37,396) (14,468) (22,928) (38,967) (14,314) (24,653)
Adjusted NOI $ 754,862 $ 731,110 $ 23,752 748,730 452,725 296,005 
Pre-Merger legacy Physicians Realty Trust Adjusted NOI(4)
 61,398 309,000 (247,602)
Less: Merger-Combined Non-SS Adjusted NOI (55,266) (30,615) (24,651)
Merger-Combined SS Adjusted NOI $ 754,862 $ 731,110 $ 23,752 
Adjusted NOI % change 3.2  %
Property count(5)
 506  506  524  297 
End of period occupancy(6)
 92.3  % 92.4  % 92.2  % 90.7  %
Average occupancy(6)
 92.3  % 92.1  % 92.1  % 90.1  %
Average occupied square feet 33,407  33,320  35,726  21,531 
Average annual total revenues per occupied square foot(7)
 $ 36  $ 35  $ 36  $ 35 
Average annual base rent per occupied square foot(8)
 $ 28  $ 27  $ 29  $ 29 
_______________________________________
(1)Merger-Combined Same-Store includes legacy Physicians Realty Trust properties that met the definition of Merger-Combined Same-Store as if they were owned by the Company for the full analysis period. Refer to “Non-GAAP Financial Measures” above for the definition of Merger-Combined Same-Store.
(2)Total Portfolio includes results of operations from disposed properties through the disposition date. 2024 Total Portfolio includes results of operations for legacy Healthpeak prior to the Closing Date and results of operations for the Combined Company after the Closing Date.
(3)Represents adjustments we make to calculate Adjusted NOI in accordance with our definition of Adjusted NOI, which is used by our CODM to evaluate performance of our reportable segments. See Note 16 to the Consolidated Financial Statements for further information, including information reconciling our Adjusted NOI for reportable segments to income (loss) before income taxes and equity income (loss) from unconsolidated joint ventures. Refer also to “Non-GAAP Financial Measures” above for the definition of Adjusted NOI.
(4)Represents Adjusted NOI for legacy Physicians Realty Trust properties prior to the Closing Date.
(5)From our 2023 presentation of Same-Store, we added: (i) 290 properties acquired as part of the Merger, (ii) 8 stabilized developments placed in service, (iii) 5 stabilized redevelopments placed in service, and (iv) 4 stabilized acquisitions, and we removed: (i) 72 assets that were sold and (ii) 1 asset that was classified as held for sale.
(6)Total Portfolio occupancy excludes any of the following: (i) developments, (ii) significant redevelopments, (iii) newly completed properties under lease-up, and (iv) properties held for sale.
(7)Average annual total revenues does not include non-cash revenue adjustments (i.e., straight-line rents, amortization of market lease intangibles, and deferred revenues).
(8)Base rent does not include tenant recoveries, additional rents in excess of floors, and non-cash revenue adjustments (i.e., straight-line rents, amortization of market lease intangibles, and deferred revenues).
Merger-Combined Same-Store Adjusted NOI increased primarily as a result of the following:
•mark-to-market lease renewals;
•higher average occupancy; and
•annual rent escalations; partially offset by
•higher operating expenses, net of savings from our internalization of property management.
Total Portfolio Adjusted NOI increased primarily as a result of the aforementioned impacts to Merger-Combined Same-Store and the following Merger-Combined Non-Same-Store impacts:
•Adjusted NOI from the outpatient medical buildings acquired as part of the Merger in 2024;
•increased occupancy in former redevelopment and development properties that have been placed into service; partially offset by
•business interruption proceeds received in 2023 related to a demolished asset; and
•decreased Adjusted NOI from our 2023 and 2024 dispositions.
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Lab
The following table summarizes results at and for the years ended December 31, 2024 and 2023 (dollars and square feet in thousands, except per square foot data):
Merger-Combined SS
Total Portfolio(1)
Year Ended December 31, Year Ended December 31,
2024 2023 Change 2024 2023 Change
Rental and related revenues $ 671,796 $ 644,775 $ 27,021 $ 881,452 $ 878,326 $ 3,126 
Healthpeak’s share of unconsolidated joint venture total revenues 3,229 3,347 (118) 19,733 9,924 9,809 
Noncontrolling interests’ share of consolidated joint venture total revenues — — — (196) (619) 423 
Operating expenses (184,839) (176,142) (8,697) (239,620) (229,630) (9,990)
Healthpeak’s share of unconsolidated joint venture operating expenses (1,800) (1,878) 78 (6,366) (4,092) (2,274)
Noncontrolling interests’ share of consolidated joint venture operating expenses — — — 52 156 (104)
Adjustments to NOI(2)
 (31,101) (34,665) 3,564 (64,449) (36,524) (27,925)
Adjusted NOI $ 457,285 $ 435,437 $ 21,848 590,606 617,541 (26,935)
Less: Merger-Combined Non-SS Adjusted NOI (133,321) (182,104) 48,783 
Merger-Combined SS Adjusted NOI $ 457,285 $ 435,437 $ 21,848 
Adjusted NOI % change 5.0  %
Property count(3)
 104  104  139  146 
End of period occupancy(4)
 97.6  % 97.4  % 97.5  % 96.9  %
Average occupancy(4)
 97.7  % 98.2  % 96.0  % 97.8  %
Average occupied square feet 7,719  7,759  9,665  10,524 
Average annual total revenues per occupied square foot(5)
 $ 84  $ 79  $ 87  $ 81 
Average annual base rent per occupied square foot(6)
 $ 61  $ 59  $ 66  $ 63 
_______________________________________
(1)Total Portfolio includes results of operations from disposed properties through the disposition date.
(2)Represents adjustments we make to calculate Adjusted NOI in accordance with our definition of Adjusted NOI, which is used by our CODM to evaluate performance of our reportable segments. See Note 16 to the Consolidated Financial Statements for further information, including information reconciling our Adjusted NOI for reportable segments to income (loss) before income taxes and equity income (loss) from unconsolidated joint ventures. Refer also to “Non-GAAP Financial Measures” above for the definition of Adjusted NOI.
(3)From our 2023 presentation of Same-Store, we added: (i) 6 stabilized developments placed in service, (ii) 2 stabilized redevelopments placed in service, and (iii) 2 buildings that previously experienced a significant tenant relocation, and we removed: (i) 15 buildings that were placed into redevelopment and (ii) 7 assets that were sold.
(4)Refer to “Non-GAAP Financial Measures” above for the definition of Merger-Combined Same-Store. Total Portfolio occupancy excludes any of the following: (i) developments, (ii) significant redevelopments, (iii) newly completed properties under lease-up, and (iv) properties held for sale.
(5)Average annual total revenues does not include non-cash revenue adjustments (i.e., straight-line rents, amortization of market lease intangibles, and deferred revenues).
(6)Base rent does not include tenant recoveries, additional rents in excess of floors, and non-cash revenue adjustments (i.e., straight-line rents, amortization of market lease intangibles, and deferred revenues).
Merger-Combined Same-Store Adjusted NOI increased primarily as a result of the following:
•annual rent escalations; partially offset by
•higher operating expenses, net of savings from our internalization of property management; and
•lower average occupancy.
Total Portfolio Adjusted NOI decreased primarily as a result of the aforementioned impacts to Merger-Combined Same-Store and the following Merger-Combined Non-Same-Store impacts:
•decreased Adjusted NOI from our 2023 and 2024 dispositions; and
•decreased Adjusted NOI from buildings placed into development and redevelopment in 2023 and 2024.
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Continuing Care Retirement Community
The following table summarizes results at and for the years ended December 31, 2024 and 2023 (dollars in thousands, except per unit data):
Merger-Combined SS Total Portfolio
Year Ended December 31, Year Ended December 31,
2024 2023 Change 2024 2023 Change
Resident fees and services $ 567,261 $ 526,769 $ 40,492 $ 568,475 $ 527,417 $ 41,058 
Government grant income(1)
 — — — — 184 (184)
Operating expenses (426,922) (411,539) (15,383) (429,248) (413,472) (15,776)
Adjustments to NOI(2)
 (3,122) (1,618) (1,504) (3,123) (1,618) (1,505)
Adjusted NOI $ 137,217 $ 113,612 $ 23,605 136,104 112,511 23,593 
Plus (less): Merger-Combined Non-SS adjustments 1,113 1,101 12 
Merger-Combined SS Adjusted NOI $ 137,217 $ 113,612 $ 23,605 
Adjusted NOI % change 20.8  %
Property count(3)
 15  15  15  15 
Average occupancy(4)
 85.4  % 83.8  % 85.4  % 83.9  %
Average occupied units(5)
 6,029  5,952  6,041  5,960 
Average annual rent per occupied unit $ 94,089  $ 88,503  $ 94,103  $ 88,524 
_______________________________________
(1)Represents government grant income received under the CARES Act, which is recorded in other income (expense), net in the Consolidated Statements of Operations.
(2)Represents adjustments we make to calculate Adjusted NOI in accordance with our definition of Adjusted NOI, which is used by our CODM to evaluate performance of our reportable segments. See Note 16 to the Consolidated Financial Statements for further information, including information reconciling our Adjusted NOI for reportable segments to income (loss) before income taxes and equity income (loss) from unconsolidated joint ventures. Refer also to “Non-GAAP Financial Measures” above for the definition of Adjusted NOI.
(3)From our 2023 presentation of Same-Store, no properties were added or removed.
(4)Refer to “Non-GAAP Financial Measures” above for the definition of Merger-Combined Same-Store. Total Portfolio occupancy excludes any of the following: (i) developments, (ii) significant redevelopments, (iii) newly completed properties under lease-up, and (iv) properties held for sale.
(5)Represents average occupied units as reported by the operators for the twelve-month period.
Merger-Combined Same-Store Adjusted NOI and Total Portfolio Adjusted NOI increased primarily as a result of the following:
•increased rates for resident fees; and
•higher occupancy; partially offset by
•higher costs of compensation and property management, food, and other operating expenses.
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Other Income and Expense Items
The following table summarizes the results of our other income and expense items for the years ended December 31, 2024 and 2023 (in thousands):
Year Ended December 31,
2024 2023 Change
Interest income and other $ 44,778  $ 21,781  $ 22,997 
Interest expense 280,430  200,331  80,099 
Depreciation and amortization 1,057,205  749,901  307,304 
General and administrative 97,162  95,132  2,030 
Transaction and merger-related costs 132,685  17,515  115,170 
Impairments and loan loss reserves (recoveries), net 22,978  (5,601) 28,579 
Gain (loss) on sales of real estate, net 178,695  86,463  92,232 
Other income (expense), net 59,345  6,808  52,537 
Income tax benefit (expense) (4,350) 9,617  (13,967)
Equity income (loss) from unconsolidated joint ventures (1,515) 10,204  (11,719)
Noncontrolling interests’ share in continuing operations (24,161) (28,748) 4,587 
Interest income and other
Interest income and other increased for the year ended December 31, 2024 primarily as a result of: (i) mezzanine and secured loans receivable acquired as part of the Merger and (ii) seller financing provided in connection with the disposition of 61 outpatient medical buildings during 2024, partially offset by principal repayments on loans receivable in 2023 and 2024.
Interest expense
Interest expense increased for the year ended December 31, 2024 primarily as a result of: (i) debt assumed as part of the Merger, including $1.25 billion aggregate principal amount of senior unsecured notes, $400 million aggregate principal amount of the 2028 Term Loan, and $128 million aggregate principal amount of mortgage debt, (ii) borrowings under the 2029 Term Loan, which closed in March 2024, and (iii) senior unsecured notes issued in January and May 2023, partially offset by lower borrowings on the commercial paper program.
Depreciation and amortization
Depreciation and amortization expense increased for the year ended December 31, 2024 primarily as a result of: (i) assets acquired as part of the Merger and (ii) development and redevelopment projects placed in service during 2023 and 2024, partially offset by: (i) assets placed into development and redevelopment in 2023 and 2024 and (ii) dispositions of real estate in 2023 and 2024.
General and administrative
General and administrative expenses increased for the year ended December 31, 2024 primarily as a result of increased compensation, travel, information technology, and other costs incurred as a result of a higher headcount, partially offset by merger-related synergies and lower corporate office rent expense.
Transaction and merger-related costs
Transaction and merger-related costs increased for the year ended December 31, 2024 primarily as a result of advisory, legal, accounting, tax, post-combination severance and stock compensation expense, and other costs of combining operations with Physicians Realty Trust that were incurred in connection with the Merger, partially offset by: (i) merger-related costs incurred during the year ended December 31, 2023 and (ii) expenses incurred in connection with our reorganization to an UPREIT structure in 2023.
Impairments and loan loss reserves (recoveries), net
Impairments and loan loss reserves (recoveries), net increased for the year ended December 31, 2024 primarily as a result of: (i) impairment charges associated with an asset impaired under the held for sale model and (ii) an increase in loan loss reserves under the current expected credit losses model, which is primarily due to reserves recognized on secured loans and mezzanine loans receivable acquired as part of the Merger.
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Gain (loss) on sales of real estate, net
Gain on sales of real estate, net increased during the year ended December 31, 2024 primarily as a result of the $179 million gain on sales from: (i) a portfolio of 61 outpatient medical buildings sold for proceeds of $697 million, (ii) 14 outpatient medical buildings sold for proceeds of $220 million, (iii) a portfolio of seven lab buildings sold for proceeds of $180 million, and (vi) a portfolio comprised of a land parcel and various vacant buildings on certain of the Company’s CCRC campuses sold for proceeds of $12 million, which were sold during the year ended December 31, 2024, as compared to the $81 million gain on sales from: (i) two lab buildings in Durham, North Carolina sold for proceeds of $113 million and (ii) two outpatient medical buildings sold for proceeds of $32 million, which were sold during the year ended December 31, 2023. Refer to Note 5 to the Consolidated Financial Statements for additional information regarding dispositions of real estate and the associated gain (loss) on sales recognized.
Other income (expense), net
Other income increased for the year ended December 31, 2024 primarily due to a gain upon change of control related to the sale of a 65% interest in two lab buildings in San Diego, California to a third-party in January 2024, partially offset by casualty-related losses from Hurricane Milton during the fourth quarter of 2024.
Income tax benefit (expense)
Income tax expense increased for the year ended December 31, 2024 primarily as a result of: (i) income tax expense incurred in connection with the sale of a 65% interest in two lab buildings in San Diego, California to a third-party in January 2024 and (ii) an increase in operating income associated with our CCRCs, partially offset by the tax impact of casualty-related losses from Hurricane Milton.
Equity income (loss) from unconsolidated joint ventures
Equity income from unconsolidated joint ventures decreased for the year ended December 31, 2024 primarily as a result of losses on unconsolidated joint ventures acquired as part of the Merger, partially offset by increased income from the South San Francisco JVs.
Noncontrolling interests’ share in continuing operations
Noncontrolling interests’ share in continuing operations decreased for the year ended December 31, 2024 primarily as a result of a gain on sale of an outpatient medical building in a consolidated joint venture in the first quarter of 2023, partially offset by increased income from consolidated joint ventures acquired as part of the Merger.
Liquidity and Capital Resources
We anticipate that our cash flows from operations, available cash balances, and cash from our various financing activities will be adequate for the next 12 months and for the foreseeable future for purposes of: (i) funding recurring operating expenses; (ii) meeting debt service requirements; and (iii) satisfying funding of distributions to our stockholders and non-controlling interest members. Distributions are made using a combination of cash flows from operations, funds available under our bank line of credit (the “Revolving Facility”) and commercial paper program, proceeds from the sale of properties, and other sources of cash available to us.
In addition to funding the activities above, our principal liquidity needs for the next 12 months are to:
•fund capital expenditures, including tenant improvements and leasing costs; and
•fund future acquisition, transactional, and development and redevelopment activities.
Our longer term liquidity needs include the items listed above as well as meeting debt service requirements.
We anticipate satisfying these future needs using one or more of the following:
•cash flows from operations;
•sale of, or exchange of ownership interests in, properties or other investments;
•borrowings under our Revolving Facility and commercial paper program;
•issuance of additional debt, including unsecured notes, term loans, and mortgage debt; and/or
•issuance of common or preferred stock or its equivalent, including sales of common stock under the ATM Program (as defined below).
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Our ability to access the capital markets impacts our cost of capital and ability to refinance maturing indebtedness, as well as our ability to fund future acquisitions and development through the issuance of additional securities or secured debt. Credit ratings impact our ability to access capital and directly impact our cost of capital as well. Our 2029 Term Loan, our two senior unsecured delayed draw term loans with an aggregate principal amount of $500 million (the “2027 Term Loans”), our 2028 Term Loan, and our Revolving Facility accrue interest at the Secured Overnight Financing Rate (“SOFR”) plus a margin that depends on the credit ratings of our senior unsecured long-term debt. We also pay a facility fee on the entire commitment under our Revolving Facility that depends upon our credit ratings. As of January 31, 2025, we had long-term credit ratings of Baa1 from Moody’s and BBB+ from S&P Global, and short-term credit ratings of P-2 from Moody’s and A-2 from S&P Global.
A downgrade in credit ratings by Moody’s or S&P Global may have a negative impact on (i) the interest rates of our Revolving Facility, 2027 Term Loans, 2028 Term Loan, and 2029 Term Loan, (ii) facility fees for our Revolving Facility, and (iii) the pricing of notes issued under our commercial paper program and senior unsecured notes. While a downgrade in our credit ratings would adversely impact our cost of borrowing, we believe we would continue to have access to the unsecured debt markets, and we could also seek to enter into one or more secured debt financings, issue additional securities, including under our ATM Program, or dispose of certain assets to fund future operating costs, capital expenditures, or acquisitions, although no assurances can be made in this regard. Refer to “Market Trends and Uncertainties” above for a more comprehensive discussion of the potential impact of economic and market conditions on our business.
Material Cash Requirements
Our material cash requirements include the below contractual and other obligations.
Debt. As of December 31, 2024, we had total debt of $8.7 billion, including notes outstanding under our commercial paper program, senior unsecured notes, term loans, and mortgage debt. Of our total debt, the total amount payable within twelve months is comprised of $800 million of senior unsecured notes and $7 million of mortgage debt. Commercial paper borrowings are backstopped by the availability under our Revolving Facility. As such, we calculate the weighted average remaining term of our commercial paper borrowings using the maturity date of our Revolving Facility. Future interest payments associated with borrowings under our senior unsecured notes, term loans, and mortgage debt total $1.5 billion, $304 million of which are payable within twelve months. Future interest payments associated with commercial paper borrowings payable within the next twelve months total $7 million, assuming no change in interest rates and borrowings remain outstanding for the next twelve months.
Development and redevelopment commitments. Our development and redevelopment commitments represent construction and other commitments for development and redevelopment projects in progress and includes certain allowances for Company-owned tenant improvements that we have provided as a lessor. As of December 31, 2024, we had $199 million of development and redevelopment commitments, all of which we expect to spend within the next twelve months.
Lease and other contractual commitments. Our lease and other contractual commitments represent our commitments, as lessor, under signed leases and contracts for operating properties and include allowances for Company-owned tenant improvements and leasing commissions. These commitments exclude allowances for Company-owned tenant improvements related to developments and redevelopments in progress for which we have executed an agreement with a general contractor to complete the tenant improvements, which are recognized as development and redevelopment commitments and are discussed further above. As of December 31, 2024, we had total lease and other contractual commitments of $85 million, $83 million of which we expect to spend within the next twelve months.
Construction loan commitments. As of December 31, 2024, we are obligated to provide additional loans up to $85 million to fund outpatient medical capital expenditure projects, which extend through 2028. As a result of the repayment of a secured loan in January 2025, this remaining commitment was reduced to $67 million. See Note 8 to the Consolidated Financial Statements for additional information.
Ground and other operating lease commitments. Our ground and other operating lease commitments represent our commitments as lessee under signed operating leases. As of December 31, 2024, we had total ground and other operating lease commitments of $834 million, $22 million of which are payable within twelve months. See Note 7 to the Consolidated Financial Statements for additional information.
Redeemable noncontrolling interests. As of December 31, 2024, we have one redeemable noncontrolling interest and the redemption value of our redeemable noncontrolling interest was $3 million. Our noncontrolling interest holder has the ability to put their equity interest to us beginning in September 2025. The put option is subject to changes in redemption value in the event that the underlying property generates specified returns for us and meets certain promote thresholds pursuant to the respective agreement. See Note 13 to the Consolidated Financial Statements for additional information.
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Distribution and Dividend Requirements. Our dividend policy on our common stock is to distribute a percentage of our cash flow to ensure that we meet the dividend requirements of the Code, relative to maintaining our REIT status, while still allowing us to retain cash to fund capital improvements and other investment activities. Under the Code, REITs may be subject to certain federal income and excise taxes on undistributed taxable income. We paid quarterly common stock cash dividends of $0.30 per share in 2024. In February 2025, our Board of Directors declared an increase in the quarterly common stock cash dividend, from $0.30 to $0.305 per share. Our future common stock cash dividends, if and as declared, may vary and will be determined by the Board based upon the circumstances prevailing at the time, including our financial condition.
Off-Balance Sheet Arrangements
We own interests in certain unconsolidated joint ventures as described in Note 9 to the Consolidated Financial Statements. Four of these joint ventures have aggregate mortgage debt of $845 million, of which our share is $187 million. Except in limited circumstances, our risk of loss is limited to our investment in the applicable joint venture. Additionally, as of December 31, 2024, we had 15 outstanding letter of credit obligations totaling $12 million expiring in 2025 and one outstanding letter of credit obligation of $100 thousand expiring in 2026. We have no other material off-balance sheet arrangements that we expect would materially affect our liquidity and capital resources.
Inflation
A significant portion of our revenues are derived from leases that generally provide for fixed rental rates, subject to annual escalations. A period of high inflation could result in increases in the Consumer Price Index in excess of our fixed annual escalations. Certain of our leases provide that annual rent is modified based on changes in the Consumer Price Index or other thresholds.
Most of our outpatient medical leases require the tenant to pay a share of property operating costs such as real estate taxes, insurance, and utilities. Substantially all of our lab leases require the tenant or operator to pay all of the property operating costs or reimburse us for all such costs.
Labor costs, costs of construction materials, interest, utilities, and other operating costs may increase during periods of inflation. Inflationary increases in expenses will generally be offset, in whole or in part, by the tenant expense reimbursements and contractual rent increases described above.
Cash Flow Summary
The following summary discussion of our cash flows is based on the Consolidated Statements of Cash Flows and is not meant to be an all-inclusive discussion of the changes in our cash flows for the periods presented below.
The following table sets forth changes in cash flows (in thousands):
Year Ended December 31,
2024 2023 Change
Net cash provided by (used in) operating activities $ 1,070,497  $ 956,242  $ 114,255 
Net cash provided by (used in) investing activities (113,799) (576,754) 462,955 
Net cash provided by (used in) financing activities (941,416) (337,299) (604,117)
Operating Cash Flows
Our cash flows from operations are dependent upon the occupancy levels of our buildings, rental rates on leases, our tenants’ performance on their lease obligations, the level of operating expenses, and other factors. Our net cash provided by operating activities increased $114 million for the year ended December 31, 2024 compared to the year ended December 31, 2023 primarily as a result of: (i) an increase in Adjusted NOI from properties acquired as part of the Merger, (ii) developments and redevelopments placed in service during 2023 and 2024, (iii) annual rent increases, and (iv) new leasing and renewal activity. The increase in net cash provided by operating activities was partially offset by: (i) an increase in merger-related costs and (ii) an increase in cash paid for interest.
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Investing Cash Flows
Our cash flows from investing activities are generally used to fund acquisitions, developments, and redevelopments of real estate, net of proceeds received from sales of real estate, and repayments on loans receivable. Our net cash used in investing activities decreased $463 million for the year ended December 31, 2024 compared to the year ended December 31, 2023 primarily as a result of the following: (i) an increase in proceeds from sales of real estate, (ii) a reduction in cash used for development and redevelopment of real estate, (iii) proceeds received from the Callan Ridge JV transaction, (iv) a reduction in investments in unconsolidated joint ventures, and (v) a reduction in cash used for acquisitions of real estate. The decrease in cash used in investing activities was partially offset by: (i) cash paid in connection with the Merger, (ii) a decrease in proceeds from principal repayments on loans receivable and marketable debt securities, (iii) an increase in fundings of loans receivable, and (iv) a decrease in proceeds received from insurance recoveries.
Financing Cash Flows
Our cash flows from financing activities are generally impacted by issuances and/or repurchases of equity, borrowings and repayments under our bank line of credit and commercial paper program, senior unsecured notes, term loans, and mortgage debt, net of dividends paid to common shareholders. Our net cash used in financing activities increased $604 million for the year ended December 31, 2024 compared to the year ended December 31, 2023 primarily as a result of the following: (i) higher net repayments under the commercial paper program, (ii) repurchases of common stock under our 2022 Share Repurchase Program, (iii) an increase in dividends paid on common stock, (iv) cash used to buy out four redeemable noncontrolling interests in April 2024, and (v) an increase in payments for deferred financing costs. The increase in cash used in financing activities was partially offset by lower repayments of mortgage debt.
Discontinued Operations
Operating, investing, and financing cash flows in our Consolidated Statements of Cash Flows are reported inclusive of both cash flows from continuing operations and cash flows from discontinued operations. Certain significant cash flows from discontinued operations are disclosed in Note 18 to the Consolidated Financial Statements.
Debt
In December 2024, we amended our Revolving Facility to extend the maturity date to January 2029, which may be further extended pursuant to two six-month extension options, subject to certain customary conditions.
On March 1, 2024, concurrently with the consummation of the Merger, we assumed the following debt instruments: (i) $1.25 billion aggregate principal of senior unsecured notes, (ii) the $400 million 2028 Term Loan, and (iii) $128 million aggregate principal of mortgage debt. Additionally, on March 1, 2024, concurrently with the consummation of the Merger, we executed the $750 million 2029 Term Loan, which is an incremental facility under our existing term loan agreement.
In January 2024, we entered into forward-starting interest rate swap instruments that are designated as cash flow hedges that effectively established a fixed interest rate for the 2029 Term Loan at a blended effective interest rate of 4.66%. Additionally, on March 1, 2024, in connection with the consummation of the Merger, we acquired: (i) three interest rate swap instruments that are designated as cash flow hedges that effectively establish a fixed interest rate for the 2028 Term Loan at a blended effective interest rate of 4.44% and (ii) one interest rate swap instrument on $36 million of variable rate mortgage debt that was designated as a cash flow hedge prior to the maturity of the interest rate swap instrument in October 2024.
See Note 11 to the Consolidated Financial Statements for additional information about our outstanding debt.
Approximately 97% and 90% of our consolidated debt was fixed rate debt as of December 31, 2024 and 2023, respectively. At December 31, 2024, our fixed rate debt and variable rate debt had weighted average effective interest rates of 4.04% and 5.56%, respectively. At December 31, 2023, our fixed rate debt and variable rate debt had weighted average effective interest rates of 3.70% and 5.72%, respectively. As of December 31, 2024, we had the following swapped to fixed rates through interest rate swap instruments: (i) the $750 million 2029 Term Loan, (ii) the $500 million 2027 Term Loans, (iii) the $400 million 2028 Term Loan, and (iv) $142 million of variable rate mortgage debt. These interest rate swap instruments are designated as cash flow hedges. For purposes of classification of the amounts above, variable rate debt with a derivative financial instrument designated as a cash flow hedge is reported as fixed rate debt due to us having effectively established a fixed interest rate for the underlying debt instrument. For a more detailed discussion of our interest rate risk, see “Item 7A, Quantitative and Qualitative Disclosures About Market Risk” below.
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Supplemental Guarantor Information
Healthpeak OP has issued the senior unsecured notes issued by Healthpeak prior to the consummation of the Merger as described in Note 11 to the Consolidated Financial Statements. The obligations of Healthpeak OP to pay principal, premiums, if any, and interest on such senior unsecured notes are guaranteed on a full and unconditional basis by the Company, DOC DR Holdco, and DOC DR OP Sub. Additionally, DOC DR OP Sub is the issuer, as successor to the Physicians Partnership upon the Merger, of the senior unsecured notes issued by the Physicians Partnership prior to, and assumed by Healthpeak as part of, the Merger as described in Note 11 to the Consolidated Financial Statements. The obligations of DOC DR OP Sub to pay principal, premiums, if any, and interest on such senior unsecured notes are guaranteed on a full and unconditional basis by the Company, Healthpeak OP, and DOC DR Holdco.
Subsidiary issuers of obligations guaranteed by the parent are not required to provide separate financial statements, provided that the parent guarantee is “full and unconditional”, the subsidiary obligor is a consolidated subsidiary of the parent company, the guaranteed security is debt or debt-like, and consolidated financial statements of the parent company have been filed. Accordingly, separate consolidated financial statements of Healthpeak OP, DOC DR Holdco, and DOC DR OP Sub have not been presented.
As permitted under Rule 13-01 of Regulation S-X, we have excluded the summarized financial information for the Company, Healthpeak OP, DOC DR Holdco, and DOC DR OP because the Company, Healthpeak OP, DOC DR Holdco, and DOC DR OP have no material assets, liabilities, or operations other than the debt financing activities described in the first paragraph of Note 11 to the Consolidated Financial Statements and their investments in non-guarantor subsidiaries, and management believes such summarized financial information would be repetitive and would not provide incremental value to investors.
Equity
At December 31, 2024, we had 699 million shares of common stock outstanding, equity totaled $9.1 billion, and our equity securities had a market value of $14.5 billion.
The Merger
Pursuant to the terms set forth in the Merger Agreement, on the Closing Date, each outstanding share of Physicians Realty Trust (other than Physicians Realty Trust common shares that were canceled in accordance with the Merger Agreement) automatically converted into the right to receive 0.674 shares of our common stock. Based on the number of outstanding Physicians Realty Trust common shares as of the Closing Date, we issued 162 million shares of our common stock. Refer to Note 3 to the Consolidated Financial Statements for additional information regarding the Merger.
At-The-Market Program
In February 2023, in connection with the Reorganization, we terminated our previous at-the-market equity offering program and established a new at-the-market equity offering program (the “ATM Program”) that allows for the sale of shares of common stock having an aggregate gross sales price of up to $1.5 billion. The ATM Program was amended in March 2024 to contemplate the sale of the remaining shares of common stock pursuant to the Company’s Registration Statement on Form S-3 filed with the SEC on February 8, 2024. In addition to the issuance and sale of shares of our common stock, we may also enter into one or more forward sales agreements (each, an “ATM forward contract”) with sales agents for the sale of our shares of common stock under our ATM Program.
During the year ended December 31, 2024, we did not issue any shares of our common stock under any ATM program.
At December 31, 2024, $1.5 billion of our common stock remained available for sale under the ATM Program. Actual future sales of our common stock will depend upon a variety of factors, including but not limited to market conditions, the trading price of our common stock, and our capital needs. We have no obligation to sell any shares under our ATM Program.
See Note 13 to the Consolidated Financial Statements for additional information about our ATM Program.
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Noncontrolling Interests
Healthpeak OP. Immediately following the Reorganization, Healthpeak Properties, Inc. was the initial sole member and 100% owner of Healthpeak OP. Subsequent to the Reorganization, certain of our employees (“OP Unitholders”) have been issued noncontrolling, non-managing member units in Healthpeak OP (“OP Units”). During the three months ended March 31, 2024, OP Unitholders were issued approximately 2 million OP Units. When certain conditions are met, the OP Unitholders have the right to require redemption of part or all of their OP Units for cash or shares of our common stock, at our option as managing member of Healthpeak OP. The per unit redemption amount is equal to either one share of our common stock or cash equal to the fair value of a share of common stock at the time of redemption. We classify the OP Units in permanent equity because we may elect, in our sole discretion, to issue shares of our common stock to OP Unitholders who choose to redeem their OP Units rather than using cash. As of December 31, 2024, there were approximately 3 million OP Units outstanding, 76 thousand of which had met the criteria for redemption.
DownREITs. During the year ended December 31, 2024, in connection with the Merger, Physicians Partnership merged with and into DOC DR OP Sub with DOC DR OP Sub surviving as the Partnership Surviving Entity. As of December 31, 2024, approximately 6 million DownREIT units in the Partnership Surviving Entity were outstanding (6 million shares of Healthpeak common stock are issuable upon conversion). Refer to Note 3 to the Consolidated Financial Statements for additional information regarding the Merger.
At December 31, 2024, non-managing members held an aggregate of approximately 11 million units in eight limited liability companies for which we hold controlling interests and/or are the managing member. The DownREIT units are exchangeable for an amount of cash approximating the then-current market value of shares of our common stock or, at our option, shares of our common stock (subject to certain adjustments, such as stock splits and reclassifications). At December 31, 2024, the outstanding DownREIT units were convertible into approximately 14 million shares of our common stock.
Share Repurchase Programs
On August 1, 2022, our Board of Directors approved a share repurchase program under which we could acquire shares of our common stock in the open market up to an aggregate purchase price of $500 million (the “2022 Share Repurchase Program”). Purchases of common stock under the 2022 Share Repurchase Program could be exercised at our discretion with the timing and number of shares repurchased depending on a variety of factors, including price, corporate and regulatory requirements, and other corporate liquidity requirements and priorities. Through July 24, 2024, we repurchased 10.5 million shares of our common stock under the 2022 Share Repurchase Program at a weighted average price of $17.98 per share for a total of $188 million.
On July 24, 2024, our Board of Directors approved a new share repurchase program (the “2024 Share Repurchase Program”) to supersede and replace the 2022 Share Repurchase Program. Upon adoption of the 2024 Share Repurchase Program, no further share repurchases may be made pursuant to the 2022 Share Repurchase Program. Under the 2024 Share Repurchase Program, we may acquire shares of our common stock in the open market or other similar purchase techniques (including in compliance with the safe harbor provisions of Rule 10b-18 under the Exchange Act or pursuant to one or more plans adopted under Rule 10b5-1 promulgated under the Exchange Act), up to an aggregate purchase price of $500 million. Purchases of common stock under the 2024 Share Repurchase Program may be exercised at our discretion with the timing and number of shares repurchased depending on a variety of factors, including price, corporate and regulatory requirements, and other corporate liquidity requirements and priorities. The 2024 Share Repurchase Program expires in July 2026 and may be suspended or terminated at any time without prior notice. As of December 31, 2024, no shares have been repurchased under the 2024 Share Repurchase Program. Therefore, at December 31, 2024, $500 million of the Company’s common stock remained available for repurchase under the 2024 Share Repurchase Program.
Shelf Registration
On February 8, 2024, the Company and Healthpeak OP jointly filed a prospectus with the SEC as part of a registration statement on Form S-3, using an automatic shelf registration process. This shelf registration statement expires on February 8, 2027 and at or prior to such time, we expect to file a new shelf registration statement. Under the “shelf” process, we may sell any combination of the securities described in the prospectus through one or more offerings. The securities described in the prospectus include future offerings of: (i) the Company’s common stock, preferred stock, depositary shares, warrants, debt securities, and guarantees by the Company of debt securities issued by Healthpeak OP and/or by the Company’s existing and future subsidiaries, and (ii) Healthpeak OP’s debt securities and guarantees by Healthpeak OP of debt securities issued by the Company and/or by Healthpeak OP’s existing and future subsidiaries.
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Non-GAAP Financial Measures Reconciliations
The following is a reconciliation from net income (loss) applicable to common shares, the most directly comparable financial measure calculated and presented in accordance with GAAP, to Nareit FFO, FFO as Adjusted, and AFFO (in thousands):
Year Ended December 31,
2024 2023 2022
Net income (loss) applicable to common shares $ 242,384  $ 304,284  $ 497,792 
Real estate related depreciation and amortization 1,057,205  749,901  710,569 
Healthpeak’s share of real estate related depreciation and amortization from unconsolidated joint ventures 44,961  24,800  27,691 
Noncontrolling interests’ share of real estate related depreciation and amortization (18,328) (18,654) (19,201)
Loss (gain) on sales of depreciable real estate, net (178,695) (86,463) (10,422)
Healthpeak’s share of loss (gain) on sales of depreciable real estate, net, from unconsolidated joint ventures —  —  134 
Noncontrolling interests’ share of gain (loss) on sales of depreciable real estate, net —  11,546  12 
Loss (gain) upon change of control, net(1)
 (77,548) (234) (311,438)
Taxes associated with real estate dispositions(2)
 9,633  —  29 
Impairments (recoveries) of depreciable real estate, net 13,118  —  — 
Nareit FFO applicable to common shares 1,092,730  985,180  895,166 
Distributions on dilutive convertible units and other 16,211  9,394  9,407 
Diluted Nareit FFO applicable to common shares $ 1,108,941  $ 994,574  $ 904,573 
Impact of adjustments to Nareit FFO:
Transaction and merger-related items(3)
 $ 115,105  $ 13,835  $ 4,788 
Other impairments (recoveries) and other losses (gains), net(4)
 9,381  (3,850) 3,829 
Restructuring and severance-related charges(5)
 —  1,368  32,749 
Casualty-related charges (recoveries), net(6)
 25,848  (4,033) 4,401 
Recognition (reversal) of valuation allowance on deferred tax assets(7)
 (11,196) (14,194) — 
Total adjustments $ 139,138  $ (6,874) $ 45,767 
FFO as Adjusted applicable to common shares $ 1,231,868  $ 978,306  $ 940,933 
Distributions on dilutive convertible units and other 16,061  9,402  9,326 
Diluted FFO as Adjusted applicable to common shares $ 1,247,929  $ 987,708  $ 950,259 
FFO as Adjusted applicable to common shares $ 1,231,868  $ 978,306  $ 940,933 
Stock-based compensation amortization expense 15,543  14,480  16,537 
Amortization of deferred financing costs and debt discounts (premiums) 28,974  11,916  10,881 
Straight-line rents(8)
 (41,276) (14,387) (49,183)
AFFO capital expenditures (115,784) (113,596) (108,510)
CCRC entrance fees(9)
 53,697  43,453  22,095 
Deferred income taxes 6,176  (816) (4,096)
Amortization of above (below) market lease intangibles, net (30,755) (25,791) (23,380)
Other AFFO adjustments (7,778) (9,335) 520 
AFFO applicable to common shares 1,140,665  884,230  805,797 
Distributions on dilutive convertible units and other 16,211  6,581  6,594 
Diluted AFFO applicable to common shares(9)
 $ 1,156,876  $ 890,811  $ 812,391 
Refer to footnotes on the next page.
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________________________________
(1)The year ended December 31, 2024 includes a gain upon change of control related to the sale of a 65% interest in two lab buildings in San Diego, California. The year ended December 31, 2022 includes a gain upon change of control related to the sale of a 30% interest to a sovereign wealth fund and deconsolidation of seven previously consolidated lab buildings in South San Francisco, California. Gains upon change of control are included in other income (expense), net in the Consolidated Statements of Operations.
(2)The year ended December 31, 2024 includes non-cash income tax expense related to the sale of a 65% interest in two lab buildings in San Diego, California, partially offset by income tax benefit related to the disposition of a portfolio comprised of a land parcel and various vacant buildings on certain of our CCRC campuses.
(3)The years ended December 31, 2024 and 2023 include costs related to the Merger, which are primarily comprised of advisory, legal, accounting, tax, post-combination severance and stock compensation expense, and other costs of combining operations with Physicians Realty Trust that were incurred during the years then ended. These costs were partially offset by termination fee income during the years ended December 31, 2024 and 2023 associated with Graphite Bio, Inc., which later merged with LENZ Therapeutics, Inc. in March 2024, for which the lease terms were modified to accelerate expiration of the lease to December 2024. Termination fee income is included in rental and related revenues on the Consolidated Statements of Operations, but is excluded from FFO as Adjusted.
(4)The year ended December 31, 2022 includes the following: (i) $7 million of charges incurred in connection with the downsizing of our corporate headquarters in Denver, Colorado, which are included in general and administrative expenses in the Consolidated Statements of Operations, (ii) $14 million of expenses incurred for tenant relocation and other costs associated with the demolition of an outpatient medical building, which are included in other income (expense), net in the Consolidated Statements of Operations, and (iii) a $23 million gain on sale of a hospital under a DFL, which is included in other income (expense), net in the Consolidated Statements of Operations. The years ended December 31, 2024, 2023, and 2022 include reserves and (recoveries) for expected loan losses recognized in impairments and loan loss reserves (recoveries), net in the Consolidated Statements of Operations.
(5)The year ended December 31, 2022 includes $32 million of severance-related charges associated with the departures of our former Chief Executive Officer and former Chief Legal Officer and General Counsel in the fourth quarter of 2022. These expenses are included in general and administrative expenses in the Consolidated Statements of Operations.
(6)During the year ended December 31, 2024, we incurred casualty-related charges associated with Hurricane Milton. Casualty-related charges (recoveries), net are recognized in other income (expense), net, equity income (loss) from unconsolidated joint ventures, and noncontrolling interests’ share in earnings in the Consolidated Statements of Operations.
(7)The year ended December 31, 2024 includes the release of a valuation allowance and recognition of a corresponding income tax benefit in connection with a merger of certain taxable REIT subsidiaries. During the year ended December 31, 2023, in conjunction with classifying the assets related to the Callan Ridge JV (see Note 9 to the Consolidated Financial Statements) as held for sale as of December 31, 2023, we concluded it was more likely than not that we would realize the future value of certain deferred tax assets generated by the net operating losses of taxable REIT subsidiaries. Accordingly, during the year ended December 31, 2023, we recognized the reversal of a portion of the associated valuation allowance and recognized a corresponding income tax benefit. See Note 17 to the Consolidated Financial Statements for additional information.
(8)The year ended December 31, 2023 includes a $9 million write-off of straight-line rent receivable associated with Sorrento Therapeutics, Inc., which commenced voluntary reorganization proceedings under Chapter 11 of the U.S. Bankruptcy Code. This activity is reflected as a reduction of rental and related revenues in the Consolidated Statements of Operations.
(9)During the year ended December 31, 2024, we changed our definition of AFFO to adjust for the non-refundable entrance fees collected in excess of (less than) the related amortization as we believe the cash collection of these fees is a more meaningful representation of the performance of the CCRC reportable segment in the determination of AFFO. Diluted AFFO applicable to common shares utilizing the prior definition for the years ended December 31, 2024, 2023, and 2022 was $1.10 billion, $847.4 million, and $790.3 million, respectively.
Critical Accounting Estimates
The preparation of financial statements in conformity with U.S. GAAP requires our management to use judgment in the application of critical accounting estimates and assumptions. We base estimates on the best information available to us at the time, our experience, and on various other assumptions believed to be reasonable under the circumstances. These estimates could affect our financial position or results of operations. If our judgment or interpretation of the facts and circumstances relating to various transactions or other matters had been different, it is possible that different accounting would have been applied, resulting in a different presentation of our consolidated financial statements. From time to time, we re-evaluate our estimates and assumptions. In the event estimates or assumptions prove to be different from actual results, adjustments are made in subsequent periods to reflect more current estimates and assumptions about matters that are inherently uncertain. Below is a discussion of accounting estimates that we consider critical in that they may require complex judgment in their application or require estimates about matters that are inherently uncertain. For a more detailed discussion of our significant accounting policies, including those related to critical accounting estimates further discussed below, see Note 2 to the Consolidated Financial Statements.
Business Combinations
For a real estate acquisition accounted for as a business combination, we allocate the acquisition consideration (excluding acquisition costs) to the assets acquired, liabilities assumed, and noncontrolling interests at fair value as of the acquisition date. Any excess of the consideration transferred relative to the fair value of the net assets acquired is accounted for as goodwill. Acquisition costs related to business combinations are expensed as incurred.
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We make estimates as part of our process for allocating acquisition consideration to the various identifiable assets, liabilities, and noncontrolling interests based upon the relative fair value of each asset, liability, or noncontrolling interest. These fair values are determined using standard valuation methodologies, such as the cost, market, and income approach. These methodologies require various assumptions, including those of a market participant. We utilize available market information in our assessment, such as capitalization and discount rates and comparable sale transactions. The most significant components of our allocations are typically buildings as-if-vacant, land, and lease intangibles. In the case of allocating fair value to buildings and intangibles, our fair value estimates will affect the amount of depreciation and amortization we record over the estimated useful life of each asset acquired. In the case of allocating fair value to in-place leases, we make our best estimates based on our evaluation of the specific characteristics of each tenant’s lease. Factors considered include estimates of carrying costs during hypothetical expected lease-up periods, market conditions, and costs to execute similar leases. Our assumptions affect the amount of future revenue and/or depreciation and amortization expense that we will recognize over the remaining useful life for the acquired in-place leases.
Our fair value estimates for loans receivable and debt consider market-based information, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active (markets with few transactions), inputs other than quoted prices that are observable for the asset or liability (i.e., interest rates, yield curves, etc.) and inputs that are derived principally from or corroborated by observable market data correlation or other means (market corroborated inputs). Our fair value estimates for joint ventures consider ownership interests, subordination characteristics, redemption values, discounts for lack of control (as applicable), and hypothetical liquidation waterfalls.
Impairment of Long-Lived Assets
We assess the carrying value of our real estate assets and related intangibles (“real estate assets”) when events or changes in circumstances indicate that the carrying value may not be recoverable. Recoverability of real estate assets is measured by comparing the carrying amount of the real estate assets to the respective estimated future undiscounted cash flows. The expected future undiscounted cash flows reflect external market factors, and based on the specific facts and circumstances, may be probability-weighted to reflect multiple possible cash-flow scenarios, including selling the assets at various points in the future. Additionally, the estimated future undiscounted cash flows are calculated utilizing the lowest level of identifiable cash flows that are largely independent of the cash flows of other assets and liabilities. In order to review our real estate assets for recoverability, we make assumptions regarding external market conditions (including capitalization rates and growth rates), forecasted cash flows and sales prices, and our intent with respect to holding or disposing of the asset. If our analysis indicates that the carrying value of the real estate assets is not recoverable on an undiscounted cash flow basis, we recognize an impairment charge for the amount by which the carrying value exceeds the fair value of the real estate assets.
Determining the fair value of real estate assets, including assets classified as held for sale, involves significant judgment and generally utilizes market capitalization rates, comparable market transactions, estimated per unit or per square foot prices, negotiations with prospective buyers, and forecasted cash flows (primarily lease revenue rates, expense rates, and growth rates). Our ability to accurately predict future operating results and resulting cash flows, and estimate fair values, impacts the timing and recognition of impairments. While we believe our assumptions are reasonable, changes in these assumptions may have a material impact on our consolidated financial statements.
Recent Accounting Pronouncements
See Note 2 to the Consolidated Financial Statements for the impact of new accounting standards.
ITEM 7A.    Quantitative and Qualitative Disclosures About Market Risk
We are exposed to various market risks, primarily from the potential loss arising from adverse changes in interest rates. We use derivative and other financial instruments in the normal course of business to mitigate interest rate risk. We do not use derivative financial instruments for speculative or trading purposes. Derivatives are recorded on the Consolidated Balance Sheets at fair value (see Note 22 to the Consolidated Financial Statements).
To illustrate the effect of movements in the interest rate markets, we performed a market sensitivity analysis on our hedging instruments. We applied various basis point spreads to the underlying interest rate curves of our derivative portfolio in order to determine the change in fair value. At December 31, 2024, a one percentage point increase or decrease in the underlying interest rate curve would result in a corresponding increase or decrease in the fair value of the derivative instruments by up to $53 million.
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Interest Rate Risk
At December 31, 2024, our exposure to interest rate risk was primarily on our variable rate debt. At December 31, 2024, we had the following swapped to fixed rates through interest rate swap instruments: (i) the $750 million 2029 Term Loan, (ii) the $500 million 2027 Term Loans, (iii) the $400 million 2028 Term Loan, and (iv) $142 million of variable rate mortgage debt. The interest rate swap instruments are designated as cash flow hedges, with the objective of managing the exposure to interest rate risk by converting the interest rates on our variable rate debt to fixed interest rates. At December 31, 2024, both the fair value and carrying value of the interest rate swap instruments were $35 million.
Our remaining variable rate debt at December 31, 2024 was comprised of borrowings under our commercial paper program and certain of our mortgage debt. Interest rate fluctuations will generally not affect our future earnings or cash flows on our fixed rate debt and assets until their maturity or earlier prepayment and refinancing. If interest rates have risen at the time we seek to refinance our fixed rate debt, whether at maturity or otherwise, our future earnings and cash flows could be adversely affected by additional borrowing costs. Conversely, lower interest rates at the time of refinancing may reduce our overall borrowing costs. Interest rate changes will affect the fair value of our fixed rate instruments. At December 31, 2024, a one percentage point increase in interest rates would decrease the fair value of our fixed rate debt by approximately $241 million and a one percentage point decrease in interest rates would increase the fair value of our fixed rate debt by approximately $259 million. Additionally, at December 31, 2024, a one percentage point increase or decrease in interest rates would change the fair value of our fixed rate loans receivable by approximately $15 million. These changes would not materially impact earnings or cash flows. Conversely, changes in interest rates on variable rate debt would change our future earnings and cash flows, but not materially impact the fair value of those instruments. Assuming a one percentage point increase in the interest rates related to our variable rate debt, and assuming no other changes in the outstanding balance at December 31, 2024, our annual interest expense would increase by approximately $3 million. Lastly, assuming a one percentage point decrease in the interest rates related to our variable rate loans receivable, and assuming no other changes in the outstanding balance at December 31, 2024, our annual interest income would decrease by approximately $1 million.
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ITEM 8.    Financial Statements and Supplementary Data
Healthpeak Properties, Inc.
Index to the Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm (PCAOB ID No. 34)
Consolidated Balance Sheets—December 31, 2024 and 2023

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the stockholders and the Board of Directors of Healthpeak Properties, Inc.
Opinion on the Financial Statements
We have audited the accompanying Consolidated Balance Sheets of Healthpeak Properties, Inc. and subsidiaries (the “Company”) as of December 31, 2024 and 2023, the related Consolidated Statements of Operations, Comprehensive Income (Loss), Equity and Redeemable Noncontrolling Interests, and Cash Flows, for each of the three years in the period ended December 31, 2024, and the related Notes and the schedules listed in the Index at Item 15 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 4, 2025, expressed an unqualified opinion on the Company’s internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Impairments — Real Estate — Refer to Notes 2 and 6 to the financial statements
Critical Audit Matter Description
The Company’s evaluation of impairment of real estate involves an assessment of the carrying value of real estate assets and related intangibles (“real estate assets”) when events or changes in circumstances indicate that the carrying value may not be recoverable.
Auditing the Company’s process to evaluate real estate assets for impairment was complex due to the subjectivity in determining whether impairment indicators were present. Additionally, for real estate assets where indicators of impairment were determined to be present, the determination of the future undiscounted cash flows involved significant judgment. In particular, the undiscounted cash flows were forecasted based on significant assumptions such as lease-up periods, lease revenue rates, operating expenses, and revenue and expense growth rates, and included judgments around the intended hold period and terminal capitalization rates.
Given the Company’s evaluation of impairment indicators, forecasted cash flows, and sales prices of a long-lived asset requires management to make significant estimates and assumptions related to market capitalization rates, market prices per unit, and/or forecasted cash flows, performing audit procedures required a high degree of auditor judgment and an increased extent of effort.
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How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to real estate asset impairment included the following, among others:
•We tested the effectiveness of controls over impairment of real estate assets, including those over identifying impairment indicators, and the determination of forecasted undiscounted cash flows and sales prices for real estate assets.
•We performed an independent search for impairment indicators through the evaluation of several factors including an analysis of industry and market data and trends in financial performance.
•For real estate assets where indicators of impairment were determined to be present, we subjected a sample of undiscounted cash flow models to testing by (1) evaluating the source information and assumptions used by management, (2) testing the mathematical accuracy of the undiscounted cash flow models, and (3) evaluating management’s intended hold period.
Business Combination – Physicians Realty Trust Merger Valuation — Refer to Notes 2 and 3 to the financial statements
Critical Audit Matter Description
The Company completed the acquisition of Physicians Realty Trust on March 1, 2024 for total consideration of $3.0 billion. The Company accounted for this acquisition as a business combination. Accordingly, the purchase price was allocated to the assets acquired, liabilities assumed, and noncontrolling interests based on their relative fair values, including approximately $3.7 billion of consolidated real estate, $891 million in related intangible assets, and $150 million in related intangible liabilities. The fair value determination of the real estate assets acquired and liabilities assumed required management to make significant estimates related to assumptions such as market land values, discount rates, capitalization rates, costs to execute similar leases, and fair market lease rates.
Given the fair value determination of assets acquired and liabilities assumed requires management to make significant estimates and assumptions such as market land values, discount rates, capitalization rates, costs to execute similar leases, and fair market lease rates, performing audit procedures to evaluate the reasonableness of these assumptions required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the fair value of real estate assets acquired and liabilities assumed included the following, among others:
•We tested the effectiveness of controls over the purchase price allocation, including management’s controls over the identification of real estate assets, and the valuation methodology for estimating the fair value of real estate assets acquired and liabilities assumed.
•With the assistance of our fair value specialists, we evaluated the reasonableness of the (1) valuation methodology, (2) relevant market data, and (3) assumptions used in the valuation of land, buildings, and related intangible assets and liabilities, including testing the mathematical accuracy of the calculations, and comparing management’s assumptions to independently validated data sources used by market participants.
•We assessed the accuracy and completeness of the underlying data used in the valuation of land, buildings, and related intangible assets and liabilities including in-place lease agreements, square footage, and historical operating data.
/s/ DELOITTE & TOUCHE LLP
Costa Mesa, California
February 4, 2025
We have served as the Company’s auditor since 2010.
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Healthpeak Properties, Inc.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
December 31,
2024 2023
ASSETS
Real estate:
Buildings and improvements $ 16,115,283  $ 13,329,464 
Development costs and construction in progress 880,393  643,217 
Land and improvements 2,918,758  2,647,633 
Accumulated depreciation and amortization (4,083,030) (3,591,951)
Net real estate 15,831,404  13,028,363 
Loans receivable, net of reserves of $10,499 and $2,830
 717,190  218,450 
Investments in and advances to unconsolidated joint ventures 936,814  782,853 
Accounts receivable, net of allowance of $2,243 and $2,282
 76,810  55,820 
Cash and cash equivalents 119,818  117,635 
Restricted cash 64,487  51,388 
Intangible assets, net 817,254  314,156 
Assets held for sale, net 7,840  117,986 
Right-of-use asset, net 424,173  240,155 
Other assets, net 942,465  772,044 
Total assets $ 19,938,255  $ 15,698,850 
LIABILITIES AND EQUITY
Bank line of credit and commercial paper $ 150,000  $ 720,000 
Term loans 1,646,043  496,824 
Senior unsecured notes 6,563,256  5,403,378 
Mortgage debt 356,750  256,097 
Intangible liabilities, net 191,884  127,380 
Liabilities related to assets held for sale, net —  729 
Lease liability 307,220  206,743 
Accounts payable, accrued liabilities, and other liabilities 725,342  657,196 
Deferred revenue 940,136  905,633 
Total liabilities 10,880,631  8,773,980 
Commitments and contingencies (Note 12)
Redeemable noncontrolling interests 2,610  48,828 
Common stock, $1.00 par value: 1,500,000,000 and 750,000,000 shares authorized; 699,485,139 and 547,156,311 shares issued and outstanding
 699,485  547,156 
Additional paid-in capital 12,847,252  10,405,780 
Cumulative dividends in excess of earnings (5,174,279) (4,621,861)
Accumulated other comprehensive income (loss) 28,818  19,371 
Total stockholders’ equity 8,401,276  6,350,446 
Joint venture partners 315,821  310,998 
Non-managing member unitholders 337,917  214,598 
Total noncontrolling interests 653,738  525,596 
Total equity 9,055,014  6,876,042 
Total liabilities and equity $ 19,938,255  $ 15,698,850 

See accompanying Notes to the Consolidated Financial Statements.
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Healthpeak Properties, Inc.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
Year Ended December 31,
2024 2023 2022
Revenues:
Rental and related revenues $ 2,087,196  $ 1,631,805  $ 1,541,775 
Resident fees and services 568,475  527,417  494,935 
Interest income and other 44,778  21,781  23,300 
Income from direct financing leases —  —  1,168 
Total revenues 2,700,449  2,181,003  2,061,178 
Costs and expenses:
Interest expense 280,430  200,331  172,944 
Depreciation and amortization 1,057,205  749,901  710,569 
Operating 1,074,861  902,060  862,991 
General and administrative 97,162  95,132  131,033 
Transaction and merger-related costs 132,685  17,515  4,853 
Impairments and loan loss reserves (recoveries), net 22,978  (5,601) 7,004 
Total costs and expenses 2,665,321  1,959,338  1,889,394 
Other income (expense):      
Gain (loss) on sales of real estate, net 178,695  86,463  9,078 
Other income (expense), net 59,345  6,808  326,268 
Total other income (expense), net 238,040  93,271  335,346 
Income (loss) before income taxes and equity income (loss) from unconsolidated joint ventures 273,168  314,936  507,130 
Income tax benefit (expense) (4,350) 9,617  4,425 
Equity income (loss) from unconsolidated joint ventures (1,515) 10,204  1,985 
Income (loss) from continuing operations 267,303  334,757  513,540 
Income (loss) from discontinued operations —  —  2,884 
Net income (loss) 267,303  334,757  516,424 
Noncontrolling interests’ share in continuing operations (24,161) (28,748) (15,975)
Net income (loss) attributable to Healthpeak Properties, Inc. 243,142  306,009  500,449 
Participating securities’ share in earnings (758) (1,725) (2,657)
Net income (loss) applicable to common shares $ 242,384  $ 304,284  $ 497,792 
Basic earnings (loss) per common share:
Continuing operations $ 0.36  $ 0.56  $ 0.92 
Discontinued operations —  —  0.00 
Net income (loss) applicable to common shares $ 0.36  $ 0.56  $ 0.92 
Diluted earnings (loss) per common share:
Continuing operations $ 0.36  $ 0.56  $ 0.92 
Discontinued operations —  —  0.00 
Net income (loss) applicable to common shares $ 0.36  $ 0.56  $ 0.92 
Weighted average shares outstanding:
Basic 675,680  547,006  538,809 
Diluted 676,233  547,275  539,147 
See accompanying Notes to the Consolidated Financial Statements.
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Healthpeak Properties, Inc.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In thousands)
Year Ended December 31,
2024 2023 2022
Net income (loss) $ 267,303  $ 334,757  $ 516,424 
Other comprehensive income (loss):
Net unrealized gains (losses) on derivatives 9,462  (8,900) 30,145 
Change in Supplemental Executive Retirement Plan obligation and other (15) 137  1,136 
Total other comprehensive income (loss) 9,447  (8,763) 31,281 
Total comprehensive income (loss) 276,750  325,994  547,705 
Total comprehensive (income) loss attributable to noncontrolling interests’ share in continuing operations (24,161) (28,748) (15,975)
Total comprehensive income (loss) attributable to Healthpeak Properties, Inc. $ 252,589  $ 297,246  $ 531,730 
See accompanying Notes to the Consolidated Financial Statements.
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Healthpeak Properties, Inc.
CONSOLIDATED STATEMENTS OF EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS
(In thousands, except per share data)

Common Stock
Shares Amount Additional
Paid-In
Capital		 Cumulative Dividends In Excess
Of Earnings		 Accumulated Other
Comprehensive
Income (Loss)		 Total
Stockholders’
Equity		 Total Noncontrolling
Interests		 Total
Equity		 Redeemable Noncontrolling Interests
December 31, 2021 539,097  $ 539,097  $ 10,100,294  $ (4,120,774) $ (3,147) $ 6,515,470  $ 543,290  $ 7,058,760  $ 87,344 
Net income (loss) —  —  —  500,449  —  500,449  15,876  516,325  99 
Other comprehensive income (loss) —  —  —  —  31,281  31,281  —  31,281  — 
Issuance of common stock, net 9,936  9,936  299,481  —  —  309,417  —  309,417  — 
Conversion of DownREIT units to common stock 27  27  853  —  —  880  (880) —  — 
Repurchase of common stock (2,418) (2,418) (65,420) —  —  (67,838) —  (67,838) — 
Stock-based compensation —  —  31,412  —  —  31,412  —  31,412  — 
Common dividends ($1.20 per share)
 —  —  —  (649,364) —  (649,364) —  (649,364) — 
Distributions to noncontrolling interests —  —  —  —  —  —  (30,389) (30,389) (160)
Contributions from noncontrolling interests —  —  —  —  —  —  —  —  1,390 
Adjustments to redemption value of redeemable noncontrolling interests —  —  (17,006) —  —  (17,006) —  (17,006) 17,006 
December 31, 2022 546,642  $ 546,642  $ 10,349,614  $ (4,269,689) $ 28,134  $ 6,654,701  $ 527,897  $ 7,182,598  $ 105,679 
Net income (loss) —  —  —  306,009  —  306,009  28,111  334,120  637 
Other comprehensive income (loss) —  —  —  —  (8,763) (8,763) —  (8,763) — 
Issuance of common stock, net 683  683  755  —  —  1,438  —  1,438  — 
Conversion of DownREIT units to common stock 72  72  1,200  —  —  1,272  (1,272) —  — 
Repurchase of common stock (241) (241) (6,283) —  —  (6,524) —  (6,524) — 
Stock-based compensation —  —  2,966  —  —  2,966  15,693  18,659  — 
Common dividends ($1.20 per share)
 —  —  —  (658,181) —  (658,181) —  (658,181) — 
Distributions to noncontrolling interests —  —  —  —  —  —  (44,848) (44,848) (276)
Purchase of noncontrolling interests —  —  —  —  —  —  (158) (158) — 
Contributions from noncontrolling interests —  —  —  —  —  —  173  173  316 
Adjustments to redemption value of redeemable noncontrolling interests —  —  57,528  —  —  57,528  —  57,528  (57,528)
December 31, 2023 547,156  $ 547,156  $ 10,405,780  $ (4,621,861) $ 19,371  $ 6,350,446  $ 525,596  $ 6,876,042  $ 48,828 
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Healthpeak Properties, Inc.
CONSOLIDATED STATEMENTS OF EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS (CONTINUED)
(In thousands, except per share data)


Common Stock
Shares Amount Additional
Paid-In
Capital		 Cumulative Dividends In Excess
Of Earnings		 Accumulated Other
Comprehensive
Income (Loss)		 Total
Stockholders’
Equity		 Total Noncontrolling
Interests		 Total
Equity		 Redeemable Noncontrolling Interests
December 31, 2023 547,156  $ 547,156  $ 10,405,780  $ (4,621,861) $ 19,371  $ 6,350,446  $ 525,596  $ 6,876,042  $ 48,828 
Net income (loss) —  —  —  243,142  —  243,142  24,111  267,253  50 
Other comprehensive income (loss) —  —  —  —  9,447  9,447  —  9,447  — 
Shares issued as part of the Merger 162,231  162,231  2,611,916  —  —  2,774,147  —  2,774,147  — 
Issuance of common stock, net 434  434  660  —  —  1,094  —  1,094  — 
Conversion of DownREIT units to common stock 256  256  4,968  —  —  5,224  (5,224) —  — 
Repurchase of common stock (10,592) (10,592) (180,098) —  —  (190,690) —  (190,690) — 
Stock-based compensation —  —  7,991  —  —  7,991  11,925  19,916  — 
Common dividends ($1.20 per share)
 —  —  —  (795,560) —  (795,560) —  (795,560) — 
Distributions to noncontrolling interests —  —  —  —  —  —  (36,354) (36,354) (468)
Contributions from noncontrolling interests —  —  —  —  —  —  —  —  12 
Purchase of noncontrolling interests —  —  —  —  —  —  —  —  (52,886)
Noncontrolling interests acquired as part of the Merger —  —  —  —  —  —  133,684  133,684  3,109 
Adjustments to redemption value of redeemable noncontrolling interests —  —  (3,965) —  —  (3,965) —  (3,965) 3,965 
December 31, 2024 699,485  $ 699,485  $ 12,847,252  $ (5,174,279) $ 28,818  $ 8,401,276  $ 653,738  $ 9,055,014  $ 2,610 
See accompanying Notes to the Consolidated Financial Statements.
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Healthpeak Properties, Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Year Ended December 31,
2024 2023 2022
Cash flows from operating activities:
Net income (loss) $ 267,303  $ 334,757  $ 516,424 
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization of real estate, in-place lease, and other intangibles 1,057,205  749,901  710,569 
Stock-based compensation amortization expense 15,543  14,480  26,456 
Merger-related post-combination stock compensation expense 16,223  —  — 
Amortization of deferred financing costs and debt discounts (premiums) 28,974  11,916  10,881 
Straight-line rents (41,276) (14,387) (49,183)
Amortization of non-refundable entrance fees and above (below) market lease intangibles (119,750) (108,988) (102,747)
Equity loss (income) from unconsolidated joint ventures 1,515  (10,204) (2,049)
Distributions of earnings from unconsolidated joint ventures 12,000  910  943 
Loss (gain) on sale of real estate under direct financing leases —  —  (22,693)
Deferred income tax expense (benefit) (1,693) (14,605) (6,001)
Impairments and loan loss reserves (recoveries), net 22,978  (5,601) 7,004 
Loss (gain) on sales of real estate, net (178,695) (86,463) (10,422)
Loss (gain) upon change of control, net (77,548) (234) (311,438)
Casualty-related loss (recoveries), net 29,076  (3,085) 7,168 
Other non-cash items (6,133) 4,900  6,489 
Changes in:
Decrease (increase) in accounts receivable and other assets, net (40,860) (21,566) (17,433)
Increase (decrease) in accounts payable, accrued liabilities, and deferred revenue 85,635  104,511  136,293 
Net cash provided by (used in) operating activities 1,070,497  956,242  900,261 
Cash flows from investing activities:
Acquisitions of real estate (6,787) (15,847) (178,133)
Development, redevelopment, and other major improvements of real estate (597,494) (731,206) (861,636)
Leasing costs, tenant improvements, and recurring capital expenditures (115,784) (113,596) (108,510)
Proceeds from sales of real estate, net 648,548  141,651  47,885 
Proceeds from the South San Francisco JVs transaction, net —  —  125,985 
Proceeds from the Callan Ridge JV transaction, net 125,662  —  — 
Investments in unconsolidated joint ventures (61,602) (88,391) (21,143)
Distributions in excess of earnings from unconsolidated joint ventures 22,906  20,640  12,518 
Proceeds from insurance recovery 8,711  24,980  1,450 
Proceeds from sales/principal repayments on loans receivable and marketable debt securities 93,445  204,865  115,988 
Investments in loans receivable and other (52,189) (19,850) (10,747)
Cash paid in connection with the Merger, net (179,215) —  — 
Net cash provided by (used in) investing activities (113,799) (576,754) (876,343)
Cash flows from financing activities:
Borrowings under bank line of credit and commercial paper 3,741,250  10,344,705  15,882,153 
Repayments under bank line of credit and commercial paper (4,311,250) (10,620,311) (16,052,522)
Issuances and borrowings of term loans, senior unsecured notes, and mortgage debt 750,000  743,778  500,000 
Repayments and repurchases of term loans, senior unsecured notes, and mortgage debt (26,780) (90,089) (5,048)
Payments for deferred financing costs (19,784) (7,322) (4,171)
Issuance of common stock and exercise of options, net of offering costs 317  278  308,100 
Repurchase of common stock (190,690) (6,524) (67,838)
Dividends paid on common stock (794,783) (657,021) (648,047)
Distributions to and purchase of noncontrolling interests (89,708) (45,282) (30,549)
Contributions from and issuance of noncontrolling interests 12  489  1,390 
Net cash provided by (used in) financing activities (941,416) (337,299) (116,532)
Net increase (decrease) in cash, cash equivalents, and restricted cash 15,282  42,189  (92,614)
Cash, cash equivalents, and restricted cash, beginning of year 169,023  126,834  219,448 
Cash, cash equivalents, and restricted cash, end of year $ 184,305  $ 169,023  $ 126,834 
See accompanying Notes to the Consolidated Financial Statements.
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Healthpeak Properties, Inc.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1.    Business
Overview
Healthpeak Properties, Inc., a Standard & Poor’s 500 company, is a Maryland corporation that is organized to qualify as a real estate investment trust (“REIT”) and that, together with its consolidated entities (collectively, “Healthpeak” or the “Company”), owns, operates, and develops high-quality real estate focused on healthcare discovery and delivery in the United States (“U.S.”). Healthpeak® has a diverse portfolio comprised of investments in the following reportable healthcare segments: (i) outpatient medical; (ii) lab; and (iii) continuing care retirement community (“CCRC”).
The Company’s corporate headquarters are in Denver, Colorado, and it has additional corporate offices in California, Tennessee, Wisconsin, and Massachusetts, and property management offices in several locations throughout the U.S.
On February 10, 2023, the Company completed its corporate reorganization (the “Reorganization”) into an umbrella partnership REIT (“UPREIT”). Substantially all of the Company’s business is conducted through Healthpeak OP, LLC (“Healthpeak OP”). The Company is the managing member of Healthpeak OP and does not have material assets or liabilities, other than through its investment in Healthpeak OP. For additional information on the UPREIT Reorganization, see the Company’s Current Report on Form 8-K12B filed with the U.S. Securities and Exchange Commission (“SEC”) on February 10, 2023.
On March 1, 2024, the Company completed its planned merger with Physicians Realty Trust (see Note 3).
NOTE 2.    Summary of Significant Accounting Policies
Use of Estimates
Management is required to make estimates and assumptions in the preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”). These estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from management’s estimates.
Basis of Presentation
The consolidated financial statements include the accounts of Healthpeak Properties, Inc., its wholly owned subsidiaries, joint ventures (“JVs”), and variable interest entities (“VIEs”) that it controls through voting rights or other means. Intercompany transactions and balances have been eliminated upon consolidation.
The Company is required to continually evaluate its VIE relationships and consolidate these entities when it is determined to be the primary beneficiary of their operations. A VIE is broadly defined as an entity where either: (i) the equity investment at risk is insufficient to finance that entity’s activities without additional subordinated financial support, (ii) substantially all of an entity’s activities either involve or are conducted on behalf of an investor that has disproportionately few voting rights, or (iii) the equity investors as a group lack any of the following: (a) the power through voting or similar rights to direct the activities of an entity that most significantly impact the entity’s economic performance, (b) the obligation to absorb the expected losses of an entity, or (c) the right to receive the expected residual returns of an entity. Criterion (iii) above is generally applied to limited partnerships and similarly structured entities by assessing whether a simple majority of the limited partners hold substantive rights to participate in the significant decisions of the entity or have the ability to remove the decision maker or liquidate the entity without cause. If neither of those criteria are met, the entity is a VIE.
The designation of an entity as a VIE is reassessed upon certain events, including, but not limited to: (i) a change to the contractual arrangements of the entity or in the ability of a party to exercise its participation or kick-out rights, (ii) a change to the capitalization structure of the entity, or (iii) acquisitions or sales of interests that constitute a change in control.
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A variable interest holder is considered to be the primary beneficiary of a VIE if it has the power to direct the activities of a VIE that most significantly impact the entity’s economic performance and has the obligation to absorb losses of, or the right to receive benefits from, the entity that could potentially be significant to the VIE. The Company qualitatively assesses whether it is (or is not) the primary beneficiary of a VIE. Consideration of various factors include, but is not limited to, which activities most significantly impact the entity’s economic performance and the ability to direct those activities, its form of ownership interest, its representation on the VIE’s governing body, the size and seniority of its investment, its ability and the rights of other investors to participate in policy making decisions, its ability to manage its ownership interest relative to the other interest holders, and its ability to replace the VIE manager and/or liquidate the entity.
For its investments in joint ventures that are not considered to be VIEs, the Company evaluates the type of ownership rights held by the limited partner(s) that may preclude consolidation by the majority interest holder. The assessment of limited partners’ rights and their impact on the control of a joint venture should be made at inception of the joint venture and continually reassessed.
Revenue Recognition
Lease Classification
The Company classifies a lease as an operating lease if none of the following criteria are met: (i) transfer of ownership to the lessee by the end of the lease term, (ii) lessee has a purchase option during or at the end of the lease term that it is reasonably certain to exercise, (iii) the lease term is for the major part of the remaining economic life of the underlying asset, (iv) the present value of future minimum lease payments is equal to substantially all of the fair value of the underlying asset, or (v) the underlying asset is of such a specialized nature that it is expected to have no alternative use to the Company at the end of the lease term.
Rental and Related Revenues
The Company recognizes rental revenue from its outpatient medical and lab buildings in accordance with Accounting Standards Codification (“ASC”) 842, Leases (“ASC 842”). The Company commences recognition of rental revenue for operating lease arrangements when the tenant has taken possession or controls the physical use of a leased asset. The tenant is not considered to have taken physical possession or have control of the leased asset until the Company-owned tenant improvements are substantially complete. If a lease arrangement provides for tenant improvements, the Company determines whether the tenant improvements are owned by the tenant or the Company. When the Company is the owner of the tenant improvements, any tenant improvements funded by the tenant are treated as lease payments which are deferred and amortized into income over the lease term. When the tenant is the owner of the tenant improvements, any tenant improvement allowance that is funded by the Company is treated as a lease incentive and amortized as a reduction of revenue over the lease term.
Ownership of tenant improvements is determined based on various factors including, but not limited to, the following criteria:
•lease stipulations of how and on what a tenant improvement allowance may be spent;
•which party to the arrangement retains legal title to the tenant improvements upon lease expiration;
•whether the tenant improvements are unique to the tenant or general purpose in nature;
•if the tenant improvements are expected to have significant residual value at the end of the lease term;
•the responsible party for construction cost overruns; and
•which party constructs or directs the construction of the improvements.
Certain leases provide for additional rents that are contingent upon a percentage of the building’s revenue in excess of specified base amounts or other thresholds. Such revenue is recognized when actual results reported by the tenant or estimates of tenant results, exceed the base amount or other thresholds, and only after any contingency has been removed (when the related thresholds are achieved). This may result in the recognition of rental revenue in periods subsequent to when such payments are received.
Tenant recoveries subject to operating leases generally relate to the reimbursement of real estate taxes, insurance, and repair and maintenance expense, and are recognized as both revenue (in rental and related revenues) and expense (in operating expenses) in the period the expense is incurred as the Company is the party paying the service provider. Rental and related revenues from other variable payments are recognized when the associated contingencies are removed. In accordance with ASC 842, the Company accounts for lease and nonlease components as a single lease component for the purpose of revenue recognition and disclosure.
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For operating leases with minimum scheduled rent increases, the Company recognizes income on a straight-line basis over the lease term when collectibility of future minimum lease payments is probable. Recognizing rental income on a straight-line basis results in a difference in the timing of revenue amounts from what is contractually due from tenants. If the Company determines that collectibility of future minimum lease payments is not probable, the accounts receivable and straight-line rent receivable balance is written off and recognized as a decrease in revenue in that period and future revenue recognition is limited to amounts contractually owed and paid. The Company does not resume recognition of income on a straight-line basis unless it determines that collectibility of future payments related to these leases is probable. For the Company’s portfolio of operating leases that are deemed probable of collection but exhibit a certain level of collectibility risk, the Company may also recognize an incremental allowance as a reduction to revenue. At December 31, 2024 and 2023, straight-line rent receivable, net of allowance, was $338 million and $310 million, respectively. Straight-line rent receivable is included in other assets, net in the Consolidated Balance Sheets.
The Company’s operating leases generally contain options to extend lease terms at prevailing market rates at the time of expiration. Certain operating leases contain early termination options that require advance notice and payment of a penalty, which in most cases is substantial enough to be deemed economically disadvantageous by a tenant to exercise.
Resident Fees and Services
The Company recognizes resident fee and service revenue from its Senior Housing Operating Property (“SHOP”) portfolios and CCRC properties in accordance with ASC 606, Revenue from Contracts with Customers. Resident fee revenue is recorded when services are rendered and includes resident room and care charges, community fees, and other resident charges. Residency agreements for SHOP and CCRC facilities are generally for a term of 30 days to one year, with resident fees billed monthly, in advance. Revenue for certain care related services is recognized as services are provided and is billed monthly in arrears.
The Company’s CCRCs are operated as entrance fee communities, which typically require a resident to pay an upfront entrance fee that includes both a refundable portion and non-refundable portion. When the Company receives a non-refundable entrance fee, it is recorded in deferred revenue in the Consolidated Balance Sheets and amortized into revenue over the estimated stay of the resident. The Company utilizes third-party actuarial experts in its determination of the estimated stay of residents.
Income from Direct Financing Leases
The Company utilizes the direct finance method of accounting to record direct financing lease (“DFL”) income. For a lease accounted for as a DFL, the net investment in the DFL represents receivables for the sum of future minimum lease payments and the estimated residual value of the leased property, less the unamortized unearned income. Unearned income is deferred and amortized to income over the lease term to provide a constant yield when collectibility of the lease payments is reasonably assured. During the first quarter of 2022, the Company sold its remaining hospital under a DFL.
Interest Income
Loans receivable are classified as held-for-investment based on management’s intent and ability to hold the loans for the foreseeable future or to maturity. Loans held-for-investment are carried at amortized cost and reduced by a valuation allowance for estimated credit losses, as necessary. When collectibility of the future payments is reasonably assured, the Company utilizes the interest method on a loan-by-loan basis to recognize interest income on its loans, which includes the amortization of discounts and premiums as well as loan fees paid and received.
Management Fee Income
The Company provides various services to certain of its unconsolidated joint ventures in exchange for fees and reimbursement. These services are considered related party transactions under ASC 850, Related Party Disclosures. Management fee income is recognized in interest income and other on the Consolidated Statements of Operations.
Gain (Loss) on Sales of Real Estate, Net
The Company recognizes a gain (loss) on sale of real estate when the criteria for an asset to be derecognized are met, which include when: (i) a contract exists, (ii) the buyer obtains control of the asset, and (iii) it is probable that the Company will receive substantially all of the consideration to which it is entitled. These criteria are generally satisfied at the time of sale.
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Government Grant Income
On March 27, 2020, the federal government enacted the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) to provide financial aid to individuals, businesses, and state and local governments. During the years ended December 31, 2023 and 2022, the Company received government grants under the CARES Act primarily to cover increased expenses and lost revenues during the coronavirus pandemic. Grant income is recognized to the extent that qualifying expenses and lost revenues exceed grants received and the Company will comply with all conditions attached to the grant. As of December 31, 2024, the amount of qualifying expenditures and lost revenues exceeded grant income recognized and the Company believes it has complied and will continue to comply with all grant conditions. In the event of non-compliance, all such amounts received are subject to recapture.
The following table summarizes information related to government grant income received and recognized by the Company (in thousands):
Year Ended December 31,
2024 2023 2022
Government grant income recorded in other income (expense), net $ —  $ 184  $ 6,765 
Government grant income recorded in equity income (loss) from unconsolidated joint ventures —  229  878 
Government grant income recorded in income (loss) from discontinued operations —  —  217 
Total government grants received $ —  $ 413  $ 7,860 
Credit Losses
The Company evaluates the liquidity and creditworthiness of its occupants, operators, and borrowers on a monthly and quarterly basis to determine whether any updates to the future expected losses recognized upon inception are necessary. The Company’s evaluation considers payment history and current credit status, industry conditions, current economic conditions, forecasted economic conditions, individual and portfolio property performance, credit enhancements, liquidity, and other factors. Future economic conditions are based primarily on near-term economic forecasts from the Federal Reserve and reasonable assumptions for long-term economic trends. The determination of loan losses also considers concentration of credit risk associated with the senior housing and outpatient medical industries to which its loans receivable relate. The Company’s occupants, operators, and borrowers furnish property, portfolio, and guarantor/operator-level financial statements, among other information, on a monthly or quarterly basis; the Company utilizes this financial information to calculate the lease or debt service coverages in its assessment of internal ratings that it uses as a primary credit quality indicator. Lease and debt service coverage information is evaluated together with other property, portfolio, and operator performance information, including revenue, expense, net operating income, occupancy, rental rate, reimbursement trends, capital expenditures, and EBITDA (defined as earnings before interest, tax, and depreciation and amortization), along with other liquidity measures. The Company evaluates, on a monthly basis or immediately upon a significant change in circumstance, its occupants’, operators’, and borrowers’ ability to service their obligations with the Company.
In connection with the Company’s quarterly review process or upon the occurrence of a significant event, loans receivable and DFLs (collectively, “finance receivables”), are reviewed and assigned an internal rating of Performing, Watch List, or Workout. Finance receivables that are deemed Performing meet all present contractual obligations, and collection and timing, of all amounts owed is reasonably assured. Watch List finance receivables are defined as finance receivables that do not meet the definition of Performing or Workout. Workout finance receivables are defined as finance receivables in which the Company has determined, based on current information and events, that: (i) it is probable it will be unable to collect all amounts due according to the contractual terms of the agreement, (ii) the tenant, operator, or borrower is delinquent on making payments under the contractual terms of the agreement, and (iii) the Company has commenced action or anticipates pursuing action in the near term to seek recovery of its investment.
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Finance receivables are placed on nonaccrual status when management determines that the collectibility of contractual amounts is not reasonably assured (the asset will have an internal rating of either Watch List or Workout). Further, the Company performs a credit analysis to support the tenant’s, operator’s, borrower’s, and/or guarantor’s repayment capacity and the underlying collateral values. The Company uses the cash basis method of accounting for finance receivables placed on nonaccrual status unless one of the following conditions exist whereby it utilizes the cost recovery method of accounting if: (i) the Company determines that it is probable that it will only recover the recorded investment in the finance receivable, net of associated allowances or charge-offs (if any), or (ii) the Company cannot reasonably estimate the amount of an impaired finance receivable. For cash basis method of accounting, the Company applies payments received, excluding principal paydowns, to interest income so long as that amount does not exceed the amount that would have been earned under the original contractual terms. For cost recovery method of accounting, any payment received is applied to reduce the recorded investment. Generally, the Company returns a finance receivable to accrual status when all delinquent payments become current under the terms of the loan or lease agreements and collectibility of the remaining contractual loan or lease payments is reasonably assured.
At inception of a finance receivable, the Company recognizes an allowance for credit losses expected to be incurred over the life of the instrument. The model utilized by the Company to determine such losses emphasizes historical experience and future market expectations to determine a loss to be recognized at inception. However, the model is applied on an individual basis and relies on counter-party specific information to ensure the most accurate estimate is recognized. The Company also performs a quarterly review process (or upon the occurrence of a significant event) to evaluate its borrowers’ creditworthiness and liquidity to determine the amount of credit losses to recognize during the period. If a finance receivable is deemed partially or wholly uncollectible, the uncollectible balance is deducted from the allowance in the period in which such determination is made. Credit loss expenses and recoveries are recorded in impairments and loan loss reserves (recoveries), net.
Real Estate
The Company’s real estate acquisitions are generally classified as asset acquisitions for which the Company records identifiable assets acquired, liabilities assumed, and any associated noncontrolling interests at cost on a relative fair value basis. In addition, for such asset acquisitions, no goodwill is recognized, third party transaction costs are capitalized and any associated contingent consideration is generally recorded when the amount of consideration is reasonably estimable and probable of being paid.
The Company assesses fair value based on available market information, such as capitalization and discount rates, comparable sale transactions, and relevant per square foot or unit cost information. A real estate asset’s fair value may be determined utilizing cash flow projections that incorporate such market information. Estimates of future cash flows are based on a number of factors including historical operating results, known and anticipated trends, as well as market and economic conditions. The fair value of tangible assets of an acquired property is based on the value of the property as if it is vacant.
The Company recognizes acquired “above and below market” leases at their relative fair value (for asset acquisitions) using discount rates which reflect the risks associated with the leases acquired. The fair value is based on the present value of the difference between (i) the contractual amounts paid pursuant to each in-place lease and (ii) management’s estimate of fair market lease rates for each in-place lease, measured over a period equal to the remaining term of the lease for above market leases and the initial term plus the extended term for any leases with renewal options that are reasonably certain to be exercised. Other intangible assets acquired include amounts for in-place lease values that are based on an evaluation of the specific characteristics of each property and the acquired tenant lease(s). Factors considered include estimates of carrying costs during hypothetical expected lease-up periods, market conditions, and costs to execute similar leases. In estimating carrying costs, the Company includes estimates of lost rents at market rates during the hypothetical expected lease-up periods, which are dependent on local market conditions and expected trends. In estimating costs to execute similar leases, the Company considers leasing commissions, legal, and other related costs.
Certain of the Company's acquisitions involve the assumption of contract liabilities. The Company typically estimates the fair value of contract liabilities by applying a reasonable profit margin to the total discounted estimated future costs associated with servicing the contract. A variety of market and contract-specific conditions are considered when making assumptions that impact the estimated fair value of the contract liability.
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The Company capitalizes direct construction and development costs, including predevelopment costs, interest, property taxes, insurance, and other costs directly related and essential to the development or construction of a real estate asset. The Company capitalizes construction and development costs while substantive activities are ongoing to prepare an asset for its intended use. During the holding or development period, certain real estate assets generate incidental income that is not associated with the future profit or return from the intended use of the property. Such income is recognized as a reduction of the associated project costs. The Company considers a construction project as substantially complete and held available for occupancy upon the completion of Company-owned tenant improvements, but no later than one year from cessation of significant construction activity. Costs incurred after a project is substantially complete and ready for its intended use, or after development activities have ceased, are expensed as incurred. For redevelopment of existing operating properties, the Company capitalizes the cost for the construction and improvement incurred in connection with the redevelopment.
Costs previously capitalized related to abandoned developments/redevelopments are charged to earnings. Expenditures for repairs and maintenance are expensed as incurred. The Company considers costs incurred in conjunction with re-leasing properties, including tenant improvements and lease commissions, to represent the acquisition of productive assets and such costs are reflected as investing activities in the Company’s Consolidated Statements of Cash Flows.
Initial direct costs incurred in connection with successful property leasing are capitalized as deferred leasing costs and classified as investing activities in the Consolidated Statements of Cash Flows. Initial direct costs include only those costs that are incremental to the arrangement and would not have been incurred if the lease had not been obtained. Initial direct costs consist of leasing commissions paid to employees and external third party brokers and lease incentives. Initial direct costs are included in other assets, net in the Consolidated Balance Sheets. At December 31, 2024 and 2023, the balance of net initial direct costs were $204 million and $172 million, respectively. Initial direct costs are amortized in depreciation and amortization in the Consolidated Statements of Operations using the straight-line method over the lease term.
The Company computes depreciation on properties using the straight-line method over the assets’ estimated useful lives. These useful lives are reassessed following changes in the remaining period that the asset is expected to be held and used, and depreciation is discontinued when a property meets the criteria to be classified as held for sale. Buildings and improvements are depreciated over useful lives ranging up to 50 years. Above and below market lease intangibles are amortized to revenue over the remaining noncancellable lease terms and renewal periods that are reasonably certain to be exercised, if any. In-place lease intangibles are amortized to expense over the remaining noncancellable lease term and renewal periods that are reasonably certain to be exercised, if any.
Business Combinations
For the Company’s real estate acquisitions that are accounted for as business combinations, such as the Merger, the Company allocates the acquisition consideration (excluding acquisition costs) to the assets acquired, liabilities assumed, and noncontrolling interests at fair value as of the acquisition date. Any excess of the consideration transferred relative to the fair value of the net assets acquired is accounted for as goodwill. Acquisition costs related to business combinations are expensed as incurred. The fair values are determined using standard valuation methodologies, such as the cost, market, and income approach. These methodologies require various assumptions, including those of a market participant.
Other Assets, Net
Other assets, net consist primarily of straight-line rent receivable (as discussed above), initial direct costs (as discussed above), deferred income taxes (see Note 17), goodwill (see Note 10), corporate assets (see Note 7), derivative assets (see Note 22), other equity investments (as discussed below and see Note 19), and prepaid expenses.
Other Equity Investments
The Company has certain investments recognized in accordance with ASC 321, Investments–Equity Securities, within other assets, net on the Consolidated Balance Sheets. These investments do not have readily determinable fair values and the practical expedient to estimate fair value using net asset value per share has not been elected. Accordingly, the investments are measured at cost, less any impairments, and are adjusted for any observable price changes, with such changes included in earnings.
An observable price results from an orderly transaction for an identical or similar investment of the same issuer, which is observed by an investor without expending undue cost and effort. Observable price changes may result from equity transactions of the same issuer, including subsequent equity offerings. To determine whether transactions are indicative of an observable price change, the Company evaluates, among other factors, whether the transactions have similar rights and obligations, which include voting rights, distribution rights and preferences, and conversion features.
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Lessee Accounting
For leases greater than 12 months for which the Company is the lessee, such as ground leases and corporate office leases, the Company recognizes a right-of-use asset and related lease liability on the Consolidated Balance Sheets at inception of the lease. The lease liability is calculated as the sum of: (i) the present value of minimum lease payments at lease commencement (discounted using the Company's secured incremental borrowing rate) and (ii) the present value of amounts probable of being paid under any residual value guarantees. Certain of the Company’s lease agreements have options to extend or terminate the contract terms upon meeting certain criteria. The lease term utilized in the calculation of the lease liability includes these options if they are considered reasonably certain of exercise. The right-of-use asset is calculated as the lease liability, adjusted for the following: (i) any lease payments made to the lessor at or before the commencement date, minus any lease incentives received and (ii) any initial direct costs incurred by the Company. Lease expense related to corporate assets is included in general and administrative expenses and lease expense related to ground leases is included within operating expenses in the Company’s Consolidated Statements of Operations.
For leases with a noncancellable lease term of 12 months or less for which the Company is the lessee, the Company recognizes expenses on a straight-line basis and does not recognize such leases on the Consolidated Balance Sheets.
Impairment of Long-Lived Assets and Goodwill
The Company assesses the carrying value of real estate assets and related intangibles (“real estate assets”) when events or changes in circumstances indicate that the carrying value may not be recoverable. The Company tests its real estate assets for impairment by comparing the sum of the expected future undiscounted cash flows to the carrying value of the real estate assets. The expected future undiscounted cash flows reflect external market factors and the expected use and eventual disposition of the asset, and based on the specific facts and circumstances, may be probability-weighted to reflect multiple possible cash-flow scenarios, including selling the assets at various points in the future. Further, the analysis considers the impact, if any, of master lease agreements on cash flows, which are calculated utilizing the lowest level of identifiable cash flows that are largely independent of the cash flows of other assets and liabilities. If the carrying value exceeds the expected future undiscounted cash flows, an impairment loss will be recognized to the extent that the carrying value of the real estate assets exceeds their fair value.
Determining the fair value of real estate assets, including assets classified as held-for-sale, involves significant judgment and generally utilizes market capitalization rates, comparable market transactions, estimated per unit or per square foot prices, negotiations with prospective buyers, and forecasted cash flows (primarily lease revenue rates, expense rates, and growth rates).
When testing goodwill for impairment, if the Company concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying value, the Company recognizes an impairment loss for the amount by which the carrying value, including goodwill, exceeds the reporting unit’s fair value.
Assets Held for Sale and Discontinued Operations
The Company classifies a real estate property as held for sale when: (i) management has approved the disposal, (ii) the property is available for sale in its present condition, (iii) an active program to locate a buyer has been initiated, (iv) it is probable that the property will be disposed of within one year, (v) the property is being marketed at a reasonable price relative to its fair value, and (vi) it is unlikely that the disposal plan will significantly change or be withdrawn. If a real estate property is classified as held for sale, it is reported at the lower of its carrying value or fair value less costs to sell and no longer depreciated.
The Company classifies a loan receivable as held for sale when management no longer has the intent and ability to hold the loan receivable for the foreseeable future or until maturity. If a loan receivable is classified as held for sale, it is reported at the lower of amortized cost or fair value.
A discontinued operation represents: (i) a component of the Company or group of components that has been disposed of or is classified as held for sale in a single transaction and represents a strategic shift that has or will have a major effect on the Company’s operations and financial results or (ii) an acquired business that is classified as held for sale on the date of acquisition. Examples of a strategic shift may include disposing of: (i) a separate major line of business, (ii) a separate major geographic area of operations, or (iii) other major parts of the Company.
Senior Housing Triple-Net and Senior Housing Operating Portfolio Dispositions
In 2020, the Company concluded that the dispositions of its senior housing triple-net and SHOP portfolios represented a strategic shift that had a major effect on its operations and financial results. Therefore, the results of senior housing triple-net and SHOP assets are classified as discontinued operations in all periods presented herein. In September 2021, the Company successfully completed the disposition of the remaining senior housing triple-net and SHOP properties. See Note 5 for further information.
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Investments in Unconsolidated Joint Ventures
Investments in entities the Company does not consolidate, but over which the Company has the ability to exercise significant influence over operating and financial policies, are reported under the equity method of accounting. Under the equity method of accounting, the Company’s share of the investee’s earnings or losses is included in equity income (loss) from unconsolidated joint ventures within the Company’s Consolidated Statements of Operations.
The initial carrying value of investments in unconsolidated joint ventures is based on the amount paid to purchase the joint venture interest, the fair value of assets contributed to the joint venture, or the fair value of the assets prior to the sale of interests in the joint venture. To the extent that the Company’s cost basis is different from the basis reflected at the joint venture level, the basis difference is generally amortized over the lives of the related assets and liabilities, and such amortization is included in the Company’s share of equity in earnings of the joint venture. If an equity method investment shows indicators of impairment, the Company evaluates its equity method investments for impairment based on a comparison of the fair value of the equity method investment to its carrying value. When the Company determines a decline in fair value below carrying value of an investment in an unconsolidated joint venture is other-than-temporary, an impairment is recorded. The Company recognizes gains on the sale of interests in joint ventures to the extent the economic substance of the transaction is a sale.
The Company’s fair values of its equity method investments are determined based on discounted cash flow models that include all estimated cash inflows and outflows over a specified holding period and, where applicable, any estimated debt premiums or discounts. Capitalization rates, discount rates, and credit spreads utilized in these valuation models are based on assumptions that the Company believes to be within a reasonable range of current market rates for the respective investments.
Stock-Based Compensation
Compensation expense for share-based awards granted to employees with graded vesting schedules is generally recognized on a straight-line basis over the vesting period. Forfeitures of share-based awards are recognized as they occur.
Cash and Cash Equivalents and Restricted Cash
Cash and cash equivalents consist of cash on hand and short-term investments with original maturities of three months or less when purchased. Restricted cash primarily consists of amounts held by mortgage lenders to provide for: (i) real estate tax expenditures, (ii) tenant improvements, and (iii) capital expenditures, as well as security deposits and net proceeds from property sales that were executed as tax-deferred dispositions.
The Company maintains its cash and cash equivalents at financial institutions insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000 per institution. As the account balances at each institution periodically exceed the FDIC insurance coverage, there is a concentration of credit risk related to amounts in excess of such coverage.
Derivatives and Hedging
During its normal course of business, the Company uses certain types of derivative instruments for the purpose of managing interest rate risk. To qualify for hedge accounting, derivative instruments used for risk management purposes must effectively reduce the risk exposure that they are designed to hedge. In addition, at inception of a qualifying cash flow hedging relationship, the underlying transaction or transactions, must be, and are expected to remain, probable of occurring in accordance with the Company’s related assertions.
The Company recognizes all derivative instruments, including embedded derivatives that are required to be bifurcated, as assets or liabilities to the Consolidated Balance Sheets at fair value. Changes in fair value of derivative instruments that are not designated in hedging relationships or that do not meet the criteria of hedge accounting are recognized in other income (expense), net. For derivative instruments designated in qualifying cash flow hedging relationships, changes in fair value related to the effective portion of the derivative instruments are recognized in accumulated other comprehensive income (loss), whereas changes in fair value related to the ineffective portion would be recognized in earnings.
If it is determined that a derivative instrument ceases to be highly effective as a hedge, or that it is probable the underlying forecasted transaction will not occur, the Company discontinues its cash flow hedge accounting prospectively and records the appropriate adjustment to earnings based on the current fair value of the derivative instrument.
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Income Taxes
Healthpeak Properties, Inc. has elected REIT status and believes it has always operated so as to continue to qualify as a REIT under Sections 856 to 860 of the Internal Revenue Code of 1986, as amended (the “Code”). Accordingly, Healthpeak Properties, Inc. will generally not be subject to U.S. federal income tax, provided that it continues to qualify as a REIT and makes distributions to stockholders equal to or in excess of its taxable income. In addition, the Company has formed several consolidated subsidiaries that have elected REIT status. Healthpeak Properties, Inc. and its consolidated REIT subsidiaries are each subject to the REIT qualification requirements under the Code. If any REIT fails to qualify as a REIT in any taxable year, it will be subject to federal income taxes at regular corporate rates and may be ineligible to qualify as a REIT for four subsequent tax years.
Healthpeak Properties, Inc. and its consolidated REIT subsidiaries are subject to state and local income taxes in some jurisdictions. In certain circumstances each REIT may also be subject to federal excise taxes on undistributed income. In addition, certain activities that the Company undertakes may be conducted by entities that have elected to be treated as taxable REIT subsidiaries (“TRSs”). TRSs are subject to federal, state, and local income taxes. The Company recognizes tax penalties relating to unrecognized tax benefits as additional income tax expense. Interest relating to unrecognized tax benefits is recognized as interest expense.
The Company is required to evaluate its deferred tax assets for realizability and recognize a valuation allowance, which is recorded against its deferred tax assets, if it is more likely than not that the deferred tax assets will not be realized. The Company considers all available evidence in its determination of whether a valuation allowance for deferred tax assets is required.
Advertising Costs
All advertising costs are expensed as incurred and reported within operating expenses on the Consolidated Statements of Operations. During the years ended December 31, 2024, 2023, and 2022, total advertising expense was $9 million, $8 million, and $8 million, respectively.
Capital Raising Issuance Costs
Costs incurred in connection with the issuance of common shares are recorded as a reduction of additional paid-in capital. Debt issuance costs related to debt instruments, excluding line of credit arrangements and commercial paper, are deferred, recorded as a reduction of the related debt liability, and amortized to interest expense over the remaining term of the related debt liability utilizing the effective interest method. Debt issuance costs related to line of credit arrangements and commercial paper are deferred, included in other assets, and amortized to interest expense on a straight-line basis over the remaining term of the related line of credit arrangement. Commercial paper are unsecured short-term debt securities with varying maturities. A line of credit serves as a liquidity backstop for repayment of commercial paper borrowings.
Penalties incurred to extinguish debt and any remaining unamortized debt issuance costs, discounts, and premiums are recognized as income or expense in the Consolidated Statements of Operations at the time of extinguishment.
Segment Reporting
The Company’s reportable segments, based on how it evaluates its business and allocates resources, are as follows: (i) outpatient medical, (ii) lab, and (iii) CCRC.
Noncontrolling Interests
Arrangements with noncontrolling interest holders are assessed for appropriate balance sheet classification based on the redemption and other rights held by the noncontrolling interest holder. Net income (loss) attributable to a noncontrolling interest is included in net income (loss) on the Consolidated Statements of Operations and, upon a gain or loss of control, the interest purchased or sold, and any interest retained, is recorded at fair value with any gain or loss recognized in earnings. The Company accounts for purchases or sales of equity interests that do not result in a change in control as equity transactions.
Redeemable Noncontrolling Interests
Certain of the Company’s noncontrolling interest holders have the ability to put their equity interests to the Company upon specified events or after the passage of a predetermined period of time. Each put option is payable in cash and subject to increases in redemption value in the event that the underlying property generates specified returns and meets certain promote thresholds pursuant to the respective agreements. Accordingly, the Company records redeemable noncontrolling interests outside of permanent equity and presents the redeemable noncontrolling interests at the greater of their carrying amount or redemption value at the end of each reporting period.
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Healthpeak OP
Immediately following the Reorganization, Healthpeak Properties, Inc. was the initial sole member and 100% owner of Healthpeak OP. Subsequent to the Reorganization, certain employees of the Company (“OP Unitholders”) were issued noncontrolling, non-managing member units in Healthpeak OP (“OP Units”). When certain conditions are met, the OP Unitholders have the right to require redemption of part or all of their OP Units for cash or shares of the Company’s common stock, at the Company’s option as managing member of Healthpeak OP. The per unit redemption amount is equal to either one share of the Company’s common stock or cash equal to the fair value of a share of common stock at the time of redemption. The Company classifies the OP Units in permanent equity because it may elect, in its sole discretion, to issue shares of its common stock to OP Unitholders who choose to redeem their OP Units rather than using cash.
DownREITs
The Company consolidates non-managing member limited liability companies (“DownREITs”) because it exercises control, and the noncontrolling interests in these entities are carried at cost. The non-managing member limited liability company (“LLC”) units (“DownREIT units”) are exchangeable for an amount of cash approximating the then-current market value of shares of the Company’s common stock or, at the Company’s option, shares of the Company’s common stock (subject to certain adjustments, such as stock splits and reclassifications). Upon exchange of DownREIT units for the Company’s common stock, the carrying amount of the DownREIT units is reclassified to stockholders’ equity.
Fair Value Measurement
The Company measures and discloses the fair value of nonfinancial and financial assets and liabilities utilizing a hierarchy of valuation techniques based on whether the inputs to a fair value measurement are considered to be observable or unobservable in a marketplace. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. This hierarchy requires the use of observable market data when available. These inputs have created the following fair value hierarchy:
•Level 1—quoted prices for identical instruments in active markets;
•Level 2—quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which significant inputs and significant value drivers are observable in active markets; and
•Level 3—fair value measurements derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
The Company measures fair value using a set of standardized procedures that are outlined herein for all assets and liabilities that are required to be measured at fair value. When available, the Company utilizes quoted market prices to determine fair value and classifies such items in Level 1. In instances where a market price is available, but the instrument is in an inactive or over-the-counter market, the Company consistently applies the dealer (market maker) pricing estimate and classifies the asset or liability in Level 2.
If quoted market prices or inputs are not available, fair value measurements are based on valuation models that utilize current market or independently sourced market inputs, such as interest rates, option volatilities, credit spreads, and/or market capitalization rates. Items valued using such internally-generated valuation techniques are classified according to the lowest level input that is significant to the fair value measurement. As a result, the asset or liability could be classified in either Level 2 or Level 3 even though there may be some significant inputs that are readily observable. Internal fair value models and techniques used by the Company include discounted cash flow models. The Company also considers its counterparty’s and own credit risk for derivative instruments and other liabilities measured at fair value. The Company has elected the mid-market pricing expedient when determining fair value.
Earnings per Share
Basic earnings per common share is computed by dividing net income (loss) applicable to common shares by the weighted average number of shares of common stock outstanding during the period. The Company accounts for unvested share-based payment awards that contain non-forfeitable dividend rights or dividend equivalents (whether paid or unpaid) as participating securities, which are included in the computation of earnings per share pursuant to the two-class method. Diluted earnings per common share is calculated by including the effect of dilutive securities, such as the impact of forward equity sales agreements using the treasury stock method and common shares issuable from the assumed conversion of DownREIT units, stock options, certain performance restricted stock units, OP Units, and unvested restricted stock units.
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Recent Accounting Pronouncements
Adopted
Segment Reporting. In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”), to improve reportable segment disclosure requirements so that investors can better understand an entity’s overall performance and assess potential future cash flows. The amendments in ASU 2023-07 include, but are not limited to: (i) disclosure of, on an annual basis, significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included within each reported measure of segment profit or loss; (ii) disclosure of, on an annual and interim basis, an amount for other segment items by reportable segment and a description of its composition (the other segment items category is the difference between segment revenue less the significant expenses disclosed and each reported measure of segment profit or loss); (iii) disclosure of, on an interim basis, all currently required annual disclosures about a reportable segment’s profit (loss) and assets; (iv) clarification that if the CODM uses more than one measure of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources, an entity may report one or more of those additional measures of segment profit; and (v) disclosure of the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. During the year ended December 31, 2024, the amendments in ASU 2023-07 were adopted retrospectively and did not have an impact on the Company’s consolidated financial position, results of operations, or cash flows.
Not Yet Adopted
Income Taxes. In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), to provide disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. One of the amendments in ASU 2023-09 includes disclosure of, on an annual basis, a tabular rate reconciliation (using both percentages and reporting currency amounts) of (i) the reported income tax expense (or benefit) from continuing operations, to (ii) the product of the income (or loss) from continuing operations before income taxes and the applicable statutory federal income tax rate of the jurisdiction of domicile using specific categories, including separate disclosure for any reconciling items within certain categories that are equal to or greater than a specified quantitative threshold of 5%. ASU 2023-09 also requires disclosure of, on an annual basis, the year-to-date amount of income taxes paid (net of refunds received) disaggregated by federal, state, and foreign jurisdictions, including additional disaggregated information on income taxes paid (net of refunds received) to an individual jurisdiction equal to or greater than 5% of total income taxes paid (net of refunds received). The amendments in ASU 2023-09 are effective for annual periods beginning after December 15, 2024. The Company is evaluating the impact ASU 2023-09 will have on its disclosures.
Expense Disaggregation. In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), to address requests from investors for more detailed information about the types of expenses in commonly presented expense captions. ASU 2024-03 requires public companies to provide disaggregated disclosure in tabular format in the notes to financial statements of specific expenses, including but not limited to: (i) employee compensation, (ii) depreciation, and (iii) intangible asset amortization. In January 2025, the FASB issued ASU No. 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date, which clarifies that the amendments in ASU 2024-03 are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The Company is evaluating the impact these ASUs will have on its disclosures.
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NOTE 3. The Merger
On March 1, 2024 (the “Closing Date”), pursuant to the Agreement and Plan of Merger dated October 29, 2023 (the “Merger Agreement”), by and among the Company, DOC DR Holdco, LLC, a wholly owned subsidiary of the Company (“DOC DR Holdco”), DOC DR, LLC, a wholly owned subsidiary of Healthpeak OP (“DOC DR OP Sub”), Physicians Realty Trust, and Physicians Realty L.P. (the “Physicians Partnership”): (i) Physicians Realty Trust merged with and into DOC DR Holdco (the “Company Merger”), with DOC DR Holdco surviving as a wholly owned subsidiary of the Company (the “Company Surviving Entity”); (ii) immediately following the effectiveness of the Company Merger, the Company contributed all of the outstanding equity interests in the Company Surviving Entity to Healthpeak OP (the “Contribution”); and (iii) immediately following the Contribution, Physicians Partnership merged with and into DOC DR OP Sub (the “Partnership Merger” and, together with the Company Merger, the “Merger”), with DOC DR OP Sub surviving as a subsidiary of Healthpeak OP (the “Partnership Surviving Entity”). Subsequent to the Closing Date, the “Combined Company” means the Company and its subsidiaries.
On the Closing Date and in connection with the Merger, (i) each outstanding common share of beneficial interest of Physicians Realty Trust (“Physicians Realty Trust common shares”) (other than Physicians Realty Trust common shares that were canceled in accordance with the Merger Agreement) was automatically converted into the right to receive 0.674 (the “Exchange Ratio”) shares of the Company’s common stock, and (ii) each outstanding common unit of the Physicians Partnership was converted into common units in the Partnership Surviving Entity equal to the Exchange Ratio.
As a result of the Merger, the Company acquired 299 outpatient medical buildings. The primary reason for the Merger was to expand the Company’s size, scale, and diversification, in order to further enhance the Company’s competitive advantages and accelerate investment activities.
The Merger was accounted for using the acquisition method of accounting in accordance with ASC 805, Business Combinations, which requires, among other things, the assets acquired and the liabilities assumed to be recognized at their acquisition date fair value. For accounting purposes, the Company was treated as the accounting acquirer of Physicians Realty Trust. The Company was considered to be the accounting acquirer primarily because: (i) the Company is the entity that transferred consideration to consummate the Merger; (ii) the Company’s stockholders as a group retained the largest portion of the voting rights of the Combined Company and have the ability to elect, appoint, or remove a majority of the members of the Combined Company’s board of directors; and (iii) its senior management constitutes the majority of management of the Combined Company.
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The consideration transferred on the Closing Date is as follows (in thousands, except per share data):
March 1,
2024
Physicians Realty Trust common shares and Physicians Realty Trust restricted shares, PSUs, and RSUs exchanged(1)
 240,699
Exchange Ratio 0.674
Shares of Healthpeak common stock issued 162,231
Closing price of Healthpeak common stock on March 1, 2024(2)
 $ 17.10 
Fair value of Healthpeak common stock issued to the former holders of Physicians Realty Trust common shares, restricted shares, PSUs, and RSUs
 $ 2,774,147 
Less: Fair value of share consideration attributable to the post-combination period(3)
 (16,223)
Physicians Realty Trust revolving credit facility termination(4)
 $ 175,411 
Settlement of Physicians Realty Trust’s transaction costs
 23,913 
Payments made in connection with share settlement(5)
 11,315 
Cash consideration
 $ 210,639 
Consideration transferred $ 2,968,563 
_______________________________________
(1)Includes 241 million Physicians Realty Trust common shares and Physicians Realty Trust restricted shares outstanding as of March 1, 2024, inclusive of: (i) 200 thousand Physicians Realty Trust restricted shares; (ii) 1 million Physicians Realty Trust common shares issuable pursuant to outstanding Physicians Realty Trust performance-based restricted stock unit (“PSUs”) (reflected at the maximum level of performance); and (iii) 300 thousand Physicians Realty Trust common shares issuable pursuant to outstanding Physicians Realty Trust restricted stock units (“RSUs”).
(2)The fair value of Healthpeak common stock issued to former holders of Physicians Realty Trust common shares and Physicians Realty Trust restricted shares, PSUs, and RSUs was based on the per share closing price of Healthpeak common stock on March 1, 2024.
(3)Represents the fair value of unvested Physicians Realty Trust restricted shares, PSUs, and RSUs attributable to post-combination services that were converted into Healthpeak common stock on the Closing Date in accordance with the Merger Agreement. Although no future service after the Closing Date is required, the value attributable to post-combination services reflected the incremental fair value provided to the Physicians Realty Trust equity award holders and the accelerated vesting of such awards at the Closing Date in accordance with the Merger Agreement. This amount was recognized as transaction and merger-related costs on the Consolidated Statements of Operations.
(4)Represents the Company’s cash repayment of all outstanding balances under Physicians Realty Trust’s revolving credit facility on the Closing Date in connection with the related termination.
(5)Includes cash settlement of: (i) tax liability related to holdback elections made under the pre-existing terms and conditions of Physicians Realty Trust’s equity programs and (ii) fractional share consideration.
Purchase Price Allocation
For the Company’s real estate acquisitions that are accounted for as business combinations, such as the Merger, the Company allocates the acquisition consideration (excluding acquisition costs) to the assets acquired, liabilities assumed, and noncontrolling interests at fair value as of the acquisition date. Any excess of the consideration transferred relative to the fair value of the net assets acquired is accounted for as goodwill. Acquisition costs related to business combinations are expensed as incurred. The estimated fair values of the assets acquired, liabilities assumed, and noncontrolling interests were based on information that was available at the Closing Date. The fair values were determined using standard valuation methodologies, such as the cost, market, and income approach. These methodologies require various assumptions, including those of a market participant.
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The following table summarizes the estimated fair values of the assets acquired, liabilities assumed, and noncontrolling interests at the Closing Date (in thousands):
Preliminary Amounts Recognized on the Closing Date
Measurement Period Adjustments
Amounts Recognized on the Closing Date (As Adjusted)
ASSETS  
Real estate:  
Buildings and improvements $ 3,199,884  $ (6,889) $ 3,192,995 
Development costs and construction in progress 68,171  —  68,171 
Land and improvements 435,353  —  435,353 
Real estate 3,703,408  (6,889) 3,696,519 
Loans receivable 118,908  —  118,908 
Investments in and advances to unconsolidated joint ventures 58,636  —  58,636 
Accounts receivable, net(1)
 9,536  (254) 9,282 
Cash and cash equivalents 30,417  —  30,417 
Restricted cash
 1,007  —  1,007 
Intangible assets(2)
 890,827  —  890,827 
Right-of-use asset 191,415  (113) 191,302 
Other assets 44,691  (668) 44,023 
Total assets $ 5,048,845  $ (7,924) $ 5,040,921 
LIABILITIES AND EQUITY  
Term loans $ 402,320  $ —  $ 402,320 
Senior unsecured notes 1,139,760  —  1,139,760 
Mortgage debt
 127,176  —  127,176 
Intangible liabilities(3)
 149,875  —  149,875 
Lease liability 97,160  (113) 97,047 
Accounts payable, accrued liabilities, and other liabilities 72,864  (2,976) 69,888 
Total liabilities $ 1,989,155  $ (3,089) $ 1,986,066 
Redeemable noncontrolling interests 1,536  1,573  3,109 
Joint venture partners(4)
 20,109  (3,043) 17,066 
Non-managing member unitholders(5)
 116,618  —  116,618 
Total noncontrolling interests $ 136,727  $ (3,043) $ 133,684 
Fair value of net assets acquired and liabilities assumed, net of noncontrolling interests $ 2,921,427  $ (3,365) $ 2,918,062 
Goodwill 47,136  3,365  50,501 
Total purchase price $ 2,968,563  $ —  $ 2,968,563 
_______________________________________
(1)Includes $14 million of gross contractual accounts receivable.
(2)The intangible assets acquired had a weighted average amortization period of 6 years (see Note 10).
(3)The intangible liabilities acquired had a weighted average amortization period of 9 years (see Note 10).
(4)Includes six consolidated joint ventures in which the Company held ownership interests ranging from 56.7% to 99.7% on the Closing Date.
(5)In connection with the Merger, Physicians Partnership merged with and into DOC DR OP Sub with DOC DR OP Sub surviving as the Partnership Surviving Entity. The Company controls the Partnership Surviving Entity via its ownership of its managing member, and the Partnership Surviving Entity is consolidated by the Company.
The measurement period adjustments recorded through December 31, 2024 are final and were primarily the result of additional information obtained during the measurement period by the Company related to certain assets acquired and liabilities assumed and updated valuations of noncontrolling interests, resulting in an increase to goodwill of $3 million.
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Based on the final purchase price allocation of fair value, approximately $51 million has been allocated to goodwill. The recognized goodwill is attributable to expected synergies, cost savings, acquired workforce, and potential economies of scale benefits from outpatient medical property management and tenant and vendor relationships following the closing of the Merger. None of the goodwill recognized is expected to be deductible for tax purposes.
Merger-Related Costs
During the year ended December 31, 2024, the Company incurred approximately $129 million of merger-related costs, which primarily related to advisory, legal, accounting, tax, post-combination severance and stock compensation expense, and other costs of combining operations with Physicians Realty Trust. Included in this amount is: (i) $38 million of fees paid to investment banks and advisors to help the Company negotiate the terms of the transactions contemplated by the Merger Agreement and to advise the Company on other merger-related matters, inclusive of $21 million of success-based fees incurred upon consummation of the Merger, (ii) $26 million of severance expense due to certain Physicians Realty Trust dual-trigger severance arrangements that are required to be recognized as post-combination expense in accordance with ASC 805, (iii) $16 million of post-combination stock compensation expense for the accelerated vesting of Physicians Realty Trust equity awards pursuant to the terms of the Merger Agreement, based on the fair value of Healthpeak common stock issued to holders of Physicians Realty Trust equity awards, (iv) $35 million of legal, accounting, tax, and other costs, and (v) $13 million of severance expense related to legacy Healthpeak employees. During the year ended December 31, 2023, the Company incurred approximately $11 million of merger-related costs, which primarily related to advisory, legal, accounting, tax, and other costs. These merger-related costs are included in transaction and merger-related costs on the Consolidated Statements of Operations.
Unaudited Pro Forma Financial Information
The Consolidated Statements of Operations for the year ended December 31, 2024 include $473 million of revenues and $6 million of net loss applicable to common shares associated with the results of operations of legacy Physicians Realty Trust from the Closing Date to December 31, 2024.
The following unaudited pro forma information presents a summary of the results of operations for the Combined Company, as if the Merger had been consummated on January 1, 2023 (in thousands). The following unaudited pro forma financial information is not necessarily indicative of the results of operations had the acquisition been effected on the assumed date, nor is it necessarily an indication of trends in future results for a number of reasons, including, but not limited to, differences between the assumptions used to prepare the unaudited pro forma financial information, cost savings from operating efficiencies, potential synergies, and the impact of incremental costs incurred in integrating the businesses.
  Year Ended
December 31,
  2024 2023
Total revenues $ 2,765,670  $ 2,771,468 
Net income (loss) applicable to common shares
 353,347  24,630 
The unaudited pro forma financial information above includes nonrecurring significant adjustments made to account for certain costs incurred as if the Merger had been completed on January 1, 2023. Transaction and merger-related costs of $129 million that were incurred during the year ended December 31, 2024, were excluded from the unaudited pro forma financial information for the year ended December 31, 2024, but included for the year ended December 31, 2023. The year ended December 31, 2023 also includes $11 million of transaction and merger-related costs that were recognized during the year then ended.
NOTE 4. Real Estate Investments
2024 Real Estate Investment Acquisitions
The Merger
As a result of the Merger, the Company acquired 299 outpatient medical buildings (see Note 3).
2023 Real Estate Investment Acquisitions
60 Loomis Land Parcel
In January 2023, the Company acquired a lab land parcel in Cambridge, Massachusetts for $9 million.
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Wylie Outpatient Medical Building
In April 2023, the Company acquired the remaining 80% interest in one of the outpatient medical buildings in the Ventures IV unconsolidated joint venture for $4 million (see Note 9). Concurrent with the acquisition, the Company began consolidating the building and recognized a gain upon change of control of $0.2 million, which is recorded in other income (expense), net during the year ended December 31, 2023.
2022 Real Estate Investment Acquisitions
67 Smith Place
In January 2022, the Company closed a lab acquisition in Cambridge, Massachusetts for $72 million.
Vista Sorrento Phase II
In January 2022, the Company closed a lab acquisition in San Diego, California for $24 million.
Webster Outpatient Medical Portfolio
In March 2022, the Company acquired a portfolio of two outpatient medical buildings in Houston, Texas for $43 million.
Northwest Medical Plaza
In May 2022, the Company acquired one outpatient medical building in Bentonville, Arkansas for $26 million.
Concord Avenue Land Parcels
In December 2022, the Company closed a lab acquisition in Cambridge, Massachusetts for $18 million.
Development Activities
Construction, Tenant, and Other Capital Improvements
The following table summarizes the Company’s expenditures for construction, tenant improvements, and other capital improvements for its consolidated property investments, excluding expenditures related to properties classified as discontinued operations (in thousands):
  Year Ended December 31,
Segment 2024 2023 2022
Outpatient medical $ 356,273  $ 236,135  $ 237,761 
Lab 313,749  428,961  658,542 
CCRC 66,741  109,465  65,691 
$ 736,763  $ 774,561  $ 961,994 
NOTE 5.    Dispositions of Real Estate and Discontinued Operations
2024 Dispositions of Real Estate
During the year ended December 31, 2024, the Company sold: (i) a portfolio of 59 outpatient medical buildings for $674 million and provided the buyer with a mortgage loan secured by the real estate sold for $405 million (see Note 8), (ii) 14 outpatient medical buildings for $220 million, (iii) a portfolio of seven lab buildings for $180 million, (iv) a portfolio of two outpatient medical buildings for $23 million and provided the buyer with a mortgage loan secured by the real estate sold for $14 million (see Note 8), and (v) a portfolio comprised of a land parcel and various vacant buildings on certain of the Company’s CCRC campuses for $12 million, resulting in total net gain on sales of $179 million.
2023 Dispositions of Real Estate
During the year ended December 31, 2023, the Company sold two lab buildings in Durham, North Carolina, for $113 million and two outpatient medical buildings for $32 million, resulting in total gain on sales of $81 million.
2022 Dispositions of Real Estate
During the year ended December 31, 2022, the Company sold one lab building in Salt Lake City, Utah for $14 million and five outpatient medical buildings and one outpatient medical land parcel for $36 million, resulting in total gain on sales of $15 million.
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Held for Sale and Discontinued Operations
As of December 31, 2024, one outpatient medical building was classified as held for sale, with a carrying value of $8 million, primarily comprised of net real estate assets. As of December 31, 2024, liabilities related to the asset held for sale were zero. As of December 31, 2023, two lab buildings and one outpatient medical building were classified as held for sale, with a carrying value of $118 million, primarily comprised of net real estate assets. As of December 31, 2023, liabilities related to the assets held for sale were $1 million. During the three months ended March 31, 2024, the Company sold the outpatient medical building and a 65% interest in the two lab buildings (see Note 9) that were classified as held for sale as of December 31, 2023.
In 2020, the Company concluded that the dispositions of its senior housing triple-net and SHOP portfolios represented a strategic shift that had a major effect on its operations and financial results. Therefore, the results of senior housing triple-net and SHOP assets are classified as discontinued operations in all periods presented herein. The Company has successfully completed the disposition of its senior housing triple-net and SHOP properties.
At each of December 31, 2024 and 2023, the total assets and total liabilities classified as discontinued operations were zero.
The results of discontinued operations during the years ended December 31, 2024, 2023, and 2022 are presented below (in thousands) and are included in the consolidated results of operations for the years ended December 31, 2024, 2023, and 2022:
  Year Ended December 31,
  2024 2023 2022
Revenues:
Resident fees and services $ —  $ —  $ 7,489 
Total revenues —  —  7,489 
Costs and expenses:
Operating —  —  6,452 
Total costs and expenses —  —  6,452 
Other income (expense):
Gain (loss) on sales of real estate, net —  —  1,344 
Other income (expense), net —  —  169 
Total other income (expense), net —  —  1,513 
Income (loss) before income taxes and equity income (loss) from unconsolidated joint ventures —  —  2,550 
Income tax benefit (expense) —  —  270 
Equity income (loss) from unconsolidated joint ventures —  —  64 
Income (loss) from discontinued operations $ —  $ —  $ 2,884 
NOTE 6.    Impairments of Real Estate
Impairment Charges
During the year ended December 31, 2024, the Company recognized an impairment charge of $13 million, which is reported in impairments and loan loss reserves (recoveries), net, on the Consolidated Statements of Operations related to one outpatient medical building that met the held for sale criteria. Upon classifying the asset as held for sale, the Company recognized an impairment charge to write down the building’s carrying value of $21 million to its fair value, less estimated costs to sell, of $8 million.
The fair value of the impaired asset was based on the forecasted sales price which is considered to be a Level 3 measurement within the fair value hierarchy. The Company’s fair value estimates primarily relied on a market approach, which utilized comparable market transactions and negotiations with prospective buyers.
During the years ended December 31, 2023 and 2022, the Company did not recognize any impairment charges.
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Casualty-Related Charges
During the years ended December 31, 2024, 2023, and 2022, the Company recognized $30 million, $(3) million, and $6 million, respectively, of net casualty-related charges (recoveries). During the year ended December 31, 2024, such charges were primarily related to damages as a result of Hurricane Milton, partially offset by recoveries from proceeds received for water damage at an outpatient medical building during the year then ended. During the year ended December 31, 2023, such recoveries were primarily attributable to proceeds received for water damage at an outpatient medical building. During the year ended December 31, 2022, such charges were primarily attributable to damages as a result of Hurricane Ian. Casualty-related charges are recognized in other income (expense), net and equity income (loss) from unconsolidated joint ventures in the Consolidated Statements of Operations. Also during the years ended December 31, 2024, 2023, and 2022, the Company collected business interruption proceeds of $0.7 million, $4 million, and $3 million, respectively, which are recognized in rental and related revenues and resident fees and services on the Consolidated Statements of Operations.
Other Losses
During the year ended December 31, 2022, the Company recognized $14 million of expenses within other income (expense), net on the Consolidated Statements of Operations for tenant relocation and other costs associated with the demolition of an outpatient medical building.
See Note 8 for information related to the Company’s reserve for loan losses.
NOTE 7.    Leases
Lease Income
The following table summarizes the Company’s lease income (in thousands):
  Year Ended December 31,
  2024 2023 2022
Fixed income from operating leases $ 1,530,493  $ 1,236,502  $ 1,182,463 
Variable income from operating leases 556,703  395,303  359,312 
Interest income from direct financing leases —  —  1,168 
Direct Financing Leases
2022 Direct Financing Lease Sale
During the first quarter of 2022, the Company sold its remaining hospital under a DFL for $68 million and recognized a gain on sale of $23 million, which is included in other income (expense), net on the Consolidated Statements of Operations. Therefore, at December 31, 2024 and 2023, the Company had no leases classified as a DFL.
Operating Leases
Future Minimum Rents
The following table summarizes future minimum lease payments to be received from tenants under non-cancelable operating leases as of December 31, 2024 (in thousands):
Year Amount
2025 $ 1,427,402 
2026 1,339,275 
2027 1,246,068 
2028 1,138,062 
2029 1,003,394 
Thereafter 3,681,731 
$ 9,835,932 
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Tenant Purchase Options
Certain leases contain purchase options whereby the tenant may elect to acquire the underlying real estate. Annualized base rent from leases subject to purchase options, summarized by the year the purchase options are exercisable are as follows (dollars in thousands):
Year
Annualized
Base Rent(1)
 Number of
Properties
2025 $ 16,109  12 
2026 19,071  8 
2027 8,415  4 
2028 16,209  5 
2029 6,053  7 
Thereafter 22,364  9 
  $ 88,221  45 
_______________________________________
(1)Represents the most recent month’s base rent including additional rent floors annualized for 12 months. Base rent does not include tenant recoveries, additional rents in excess of floors, and non-cash revenue adjustments (i.e., straight-line rents, amortization of market lease intangibles, and deferred revenues).
Lease Costs
The following tables provide information regarding the Company’s leases to which it is the lessee, such as corporate offices and ground leases, excluding lease costs related to discontinued operations (dollars in thousands):
Year Ended December 31,
Lease Expense Information: 2024 2023 2022
Total lease expense $ 22,768  $ 17,010  $ 16,689 

Weighted Average Lease Term and Discount Rate: December 31,
2024		 December 31,
2023
Weighted average remaining lease term (years):
Operating leases(1)
 48 51
Weighted average discount rate:
Operating leases 4.79  % 4.23  %
_______________________________________
(1)As of December 31, 2024 and 2023, the weighted average remaining lease term including the Company’s options to extend its operating leases was 66 years and 67 years, respectively.
The following table summarizes future minimum lease payments under non-cancelable ground and other operating leases included in the Company’s lease liability as of December 31, 2024 (in thousands):
Year Amount
2025 $ 21,514 
2026 18,423 
2027 18,434 
2028 18,489 
2029 18,687 
Thereafter 738,666 
Undiscounted minimum lease payments included in the lease liability 834,213 
Less: imputed interest (526,993)
Present value of lease liability $ 307,220 
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Depreciation Expense
While the Company leases the majority of its property, plant, and equipment to various tenants under operating leases, in certain situations, the Company owns and operates certain property, plant, and equipment for general corporate purposes. Corporate assets are recorded within other assets, net within the Company’s Consolidated Balance Sheets and depreciation expense for those assets is recorded in general and administrative expenses in the Company’s Consolidated Statements of Operations. As of December 31, 2024 and 2023, the Company had $38 million and $39 million of corporate assets, respectively. Also included within other assets, net as of December 31, 2024 and 2023 is $8 million and $10 million, respectively, of accumulated depreciation related to corporate assets. Included within general and administrative expenses for the years ended December 31, 2024, 2023, and 2022 is $2 million, $3 million, and $3 million, respectively, of depreciation expense related to corporate assets.
Denver Corporate Headquarters
During the year ended December 31, 2022, the Company recognized $7 million of charges in connection with the downsizing of the Company’s corporate headquarters in Denver, Colorado which are included in general and administrative expenses on the Consolidated Statements of Operations.
Tenant Updates
During the first quarter of 2023, the Company wrote off $9 million of straight-line rent receivable associated with four in-place operating leases with Sorrento Therapeutics, Inc. (“Sorrento”), which commenced voluntary reorganization proceedings (the “Filing”) under Chapter 11 of the U.S. Bankruptcy Code during the period. This write-off was recognized as a reduction in rental and related revenues on the Consolidated Statements of Operations. Subsequent to the write-off, revenue related to this tenant is recognized on a cash basis. Sorrento also had a single development lease with the Company, but had not taken occupancy at the time of the Filing. The Company has filed proofs of claims for damages related to its rejected leases, which include the development lease and three of the four operating leases. The Company filed proofs of claim for related damages during the year ended December 31, 2023, $4 million of which was received by the Company by drawing on Sorrento’s letters of credit and security deposits. These cash proceeds were recognized as lease termination fee income, which is included in rental and related revenues on the Consolidated Statements of Operations. In April 2024, the U.S. Bankruptcy Court approved the assignment and assumption of the remaining operating lease by the buyer of Sorrento’s assets. Given the nature of bankruptcy proceedings, the probability, timing, and amount of the additional proceeds, if any, that the Company may ultimately receive in connection with the claims are uncertain. Accordingly, the Company has not recorded any estimated recoveries associated with these claims as of December 31, 2024 or December 31, 2023.
On October 26, 2023, the Company amended its lease with Graphite Bio, Inc., which later merged with LENZ Therapeutics, Inc. in March 2024 (“Graphite Bio”), at one of its lab buildings in South San Francisco, California. Under the terms of the amended lease agreement, Graphite Bio’s lease expiration date was accelerated from April 2033 to December 2024 in exchange for an upfront cash payment of $37 million, comprised of a $21 million termination fee and $16 million prepayment of Graphite Bio’s contractual rent through the amended term. The $37 million was recognized as rental and related revenues on the Consolidated Statements of Operations on a straight-line basis through the amended term of the lease.
In July 2024, the Company executed an early lease renewal for approximately 2 million square feet leased by CommonSpirit Health (“CommonSpirit”). The renewal, which is subject to a master agreement, extended the weighted average lease term of existing leases from July 2027 to December 2035, amended the contractual rents to current market rates, and increased the annual contractual lease escalations from 2.5% to 3.0%. In connection with this extension, CommonSpirit was provided the right to reduce the amount of space leased by up to approximately 200,000 square feet at any time after the original lease maturity dates. These termination rights were evaluated for likelihood of exercise in accordance with ASC 842 in the determination of the lease term. During the year ended December 31, 2024, CommonSpirit represented 6% of revenues for the outpatient medical segment and 3% of total revenues.
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NOTE 8.    Loans Receivable
The following table summarizes the Company’s loans receivable (in thousands):
December 31,
  2024 2023
Secured loans(1)(2)
 $ 638,482  $ 178,678 
CCRC resident loans 61,273  42,733 
Mezzanine loans(2)
 50,314  — 
Unamortized discounts and fees(3)
 (22,380) (131)
Reserve for loan losses (10,499) (2,830)
Loans receivable, net $ 717,190  $ 218,450 
_______________________________________
(1)At December 31, 2024, the Company had $85 million of remaining commitments to fund additional loans for outpatient medical capital expenditure projects, of which $49 million related to loans acquired as part of the Merger. At December 31, 2023, the Company had $29 million of remaining commitments to fund additional loans for senior housing redevelopment and capital expenditure projects. This $29 million commitment was reduced to zero in February 2024 in conjunction with the refinance of the Sunrise Senior Housing Portfolio Seller Financing as discussed below.
(2)Includes secured loans and mezzanine loans acquired as part of the Merger (see Note 3).
(3)As of December 31, 2024, includes net unamortized discounts of $3 million related to the loans receivable acquired as part of the Merger (see Note 3) and an $18 million unamortized mark-to-market discount related to the Outpatient Medical Seller Financing as discussed below.
During the years ended December 31, 2024, 2023, and 2022, the Company recognized $40 million, $22 million, and $22 million, respectively, of interest income related to loans receivable in interest income and other on the Consolidated Statements of Operations.
The Merger
On March 1, 2024, upon the consummation of the Merger, the Company acquired 9 secured loans with an aggregate outstanding principal balance of $89 million and 10 mezzanine loans with an aggregate outstanding principal balance of $36 million, for a total of $124 million. Typically, each secured loan is secured by a mortgage on a related outpatient medical building, each construction loan (included in secured loans above) is secured by a mortgage on the land and improvements as constructed, generally with guarantees from the borrowers, and each mezzanine loan is collateralized by an ownership interest in the respective borrower. As of the Closing Date, the secured loans had maturities ranging from June 2024 to July 2027 and stated fixed interest rates ranging from 7.00% to 10.00%. The mezzanine loans had maturities ranging from June 2024 to June 2027 and stated fixed interest rates ranging from 8.00% to 10.00%.
As of December 31, 2024, unamortized net discounts on the secured loans and mezzanine loans acquired were $1 million and $2 million, respectively. These discounts are recognized in interest income and other on the Consolidated Statements of Operations using the effective interest rate method over the remaining term of the loans.
Sunrise Senior Housing Portfolio Seller Financing
In conjunction with the sale of 32 SHOP facilities for $664 million in January 2021, the Company provided the buyer with initial financing of $410 million. The remainder of the sales price was received in cash at the time of sale. Additionally, the Company agreed to provide up to $92 million of additional financing for capital expenditures (up to 65% of the estimated cost of capital expenditures). The initial and additional financing is secured by the buyer’s equity ownership in each property. In June 2023, the interest rate on this secured loan was converted from a variable rate based on the London Interbank Offered Rate (“LIBOR”) to a variable rate based on Term Secured Overnight Financing Rate (“SOFR”) (plus a 10 basis point adjustment related to SOFR transition).
The Company received partial principal repayments of $246 million during the year ended December 31, 2021 and $45 million during the year ended December 31, 2022 in conjunction with dispositions of the underlying collateral. In connection with these principal repayments, the additional financing available was reduced to $40 million, of which $11 million had been funded as of December 31, 2023.
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In February 2024, this loan reached its maturity and was refinanced with the Company. In connection with the refinance, the Company received a partial principal repayment of $69 million and the maturity date was extended to August 2027. The interest rate on the loan remained as Term SOFR (plus a 10 basis point adjustment related to SOFR transition) plus 4.0% for the first two years of the extended term, but increases to 5.0% for the last 18 months of the extended term and is now subject to a fixed floor of 9%. In connection with the refinance, the additional financing was reduced to $1 million, all of which was funded in February 2024. Therefore, at December 31, 2024, the Company had no commitment to provide the borrower with additional financing for capital expenditures. In May 2024, the Company received a partial principal repayment of $5 million in conjunction with the disposition of the underlying collateral. At December 31, 2024 and 2023, this secured loan had an outstanding principal balance of $58 million and $131 million, respectively.
Other SHOP Seller Financing
In conjunction with the sale of 16 additional SHOP facilities for $230 million in January 2021, the Company provided the buyer with financing of $150 million. The remainder of the sales price was received in cash at the time of sale. The financing is secured by the buyer’s equity ownership in each property. Upon maturity in January 2023, the borrower did not make the required principal repayment. In February 2023, the borrower made a partial principal repayment of $102 million, and the remaining balance owed was refinanced with the Company. In connection with the refinance, the maturity date of the loan was extended to January 2024 and the interest rate on the loan was increased to a variable rate based on Term SOFR (plus an 11 basis point adjustment related to SOFR transition) plus 6.0% for the first six months of the extended term, increasing to 7.0% for the last six months of the extended term. The Company also received a $1 million extension fee in connection with the refinance, which was recognized in interest income through the maturity date of January 2024.
In January 2024, the loan was refinanced with the Company and the maturity date was extended to January 2025. The interest rate on the loan remained as Term SOFR (plus an 11 basis point adjustment related to SOFR transition) plus 7.0%, but is now subject to a fixed floor of 12%. The Company also received a $1 million extension fee in connection with the refinance, which is recognized in interest income over the remaining term of the loan. At each of December 31, 2024 and 2023, this secured loan had an outstanding principal balance of $48 million. In January 2025, the Company received full repayment of the outstanding balance of this seller financing.
Outpatient Medical Seller Financing
In conjunction with the sale of 59 outpatient medical buildings for $674 million in July 2024 and the 2 outpatient medical buildings for $23 million in November 2024 (see Note 5), the Company provided the buyer with a mortgage loan secured by the real estate sold for $405 million and $14 million, respectively. The remainder of the sales price was received in cash at the time of sales. The seller financing has an initial term that matures in July 2026 and includes two 12-month extension options. The interest rate on the seller financing is fixed at 6.0% for the initial term and increases to 6.5% during the optional extension periods. The Company also received a $1 million loan origination fee in connection with the loan, which is being recognized in interest income over the remaining term of the loan. In connection with this seller financing, the Company reduced the gain on sales of real estate and recognized a mark-to-market discount of $21 million during the year ended December 31, 2024. This discount is based on the difference between the stated interest rate and the corresponding prevailing market rate as of the transaction date. The discount is recognized as interest income over the term of the discounted loan using the effective interest rate method. During the year ended December 31, 2024, the Company recognized $3 million of non-cash interest income related to the amortization of this mark-to-market discount.
2025 Other Loans Receivable Transactions
In January 2025, the Company entered into a secured loan to provide up to $75 million to fund a portion of the acquisition and redevelopment of a lab building on a campus in San Diego, California. The initial term of this secured loan matures in January 2029 and includes one 12-month extension option. The stated fixed interest rate of this secured loan is 8%. Through January 2025, $28 million has been funded under this agreement.
In January 2025, the Company received full repayment of the outstanding balance of one $15 million secured loan with an original maturity of July 2027. As a result of this repayment, the $85 million of remaining commitments as of December 31, 2024 to fund additional loans for outpatient medical capital expenditure projects was reduced to $67 million.
2024 Other Loans Receivable Transactions
During the year ended December 31, 2024, the Company entered into and funded a $15 million mezzanine loan with a fixed interest rate of 11.00% and extended the maturity dates of the following: (i) one secured loan with an outstanding balance of $12 million from June 2024 to June 2025; (ii) one mezzanine loan with an outstanding balance of $2 million from May 2026 to May 2027; (iii) one mezzanine loan with an outstanding balance of $2 million from October 2024 to April 2026; and (iv) one mezzanine loan with an outstanding balance of $1 million from June 2024 to June 2025.
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Additionally, during the year ended December 31, 2024, the Company entered into a construction loan agreement to provide up to $36 million to fund a portion of the construction of an outpatient medical building. This secured loan matures in December 2028 and has a stated fixed interest rate of 8.00%. As of December 31, 2024, there were no fundings under this agreement.
2023 Other Loans Receivable Transactions
In February 2023, the Company received full repayment of the outstanding balance of one $35 million secured loan.
In April 2023, the Company received full repayment of the outstanding balance of one $14 million secured loan.
In May 2023, the Company received full repayment of two outstanding secured loans with an aggregate balance of $12 million.
Also in May 2023, the interest rate on one secured loan with an outstanding balance of $21 million was converted from a variable rate based on LIBOR to a variable rate based on Term SOFR (plus a 10 basis point adjustment related to SOFR transition). In October 2023, the Company received full repayment of the outstanding balance of this $21 million secured loan.
2022 Other Loans Receivable Transactions
In May 2022, the Company received full repayment of the outstanding balance of one $2 million secured loan.
In November 2022, the Company received full repayment of the outstanding balance of one $1 million mezzanine loan.
In December 2022, the Company extended the maturity dates of four secured loans with an aggregate outstanding balance of $61 million, originally scheduled to mature in December 2022, by one year to December 2023. In connection with the extensions, the interest rates on the loans were increased to a variable rate based on Term SOFR (plus a 10 basis point adjustment related to SOFR transition) with a floor of 8.5% for the first six months of the extended term, increasing to a floor of 10.5% for the last six months of the extended term. All four of these secured loans were repaid during 2023 as discussed above.
CCRC Resident Loans
For certain residents that qualify, CCRCs may offer to lend residents the necessary funds to satisfy the entrance fee requirements so that they are able to move into a community while still continuing the process of selling their previous home. The loans are due upon sale of the resident’s previous home. At December 31, 2024 and 2023, the Company held $61 million and $43 million, respectively, of such notes receivable.
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Loans Receivable Internal Ratings
Refer to Note 2 for a discussion of the Company’s quarterly review process over its loans receivable and the related internal ratings process. The following table summarizes, by year of origination, the Company’s internal ratings for loans receivable, net of unamortized discounts, fees, and reserves for loan losses, as of December 31, 2024 (in thousands):
Investment Type
Year of Origination(1)
 Total
2024 2023 2022 2021 2020 Prior
Secured loans
Risk rating:
Performing loans $ 433,801  $ 48,663  $ 25,232  $ 105,088  $ —  $ —  $ 612,784 
Watch list loans —  —  —  —  —  —  — 
Workout loans —  —  —  —  —  —  — 
Total secured loans $ 433,801  $ 48,663  $ 25,232  $ 105,088  $ —  $ —  $ 612,784 
Current period gross write-offs $ —  $ —  $ —  $ —  $ —  $ —  $ — 
Current period recoveries —  —  —  —  —  —  — 
Current period net write-offs $ —  $ —  $ —  $ —  $ —  $ —  $ — 
Mezzanine loans
Risk rating:
Performing loans $ 13,653  $ 5,284  $ 4,446  $ 6,572  $ 10,094  $ 3,084  $ 43,133 
Watch list loans —  —  —  —  —  —  — 
Workout loans —  —  —  —  —  —  — 
Total mezzanine loans $ 13,653  $ 5,284  $ 4,446  $ 6,572  $ 10,094  $ 3,084  $ 43,133 
Current period gross write-offs $ —  $ —  $ —  $ —  $ —  $ —  $ — 
Current period recoveries —  —  —  —  —  —  — 
Current period net write-offs $ —  $ —  $ —  $ —  $ —  $ —  $ — 
CCRC resident loans
Risk rating:
Performing loans $ 59,321  $ 1,790  $ 162  $ —  $ —  $ —  $ 61,273 
Watch list loans —  —  —  —  —  —  — 
Workout loans —  —  —  —  —  —  — 
Total CCRC resident loans
 $ 59,321  $ 1,790  $ 162  $ —  $ —  $ —  $ 61,273 
Current period gross write-offs $ —  $ —  $ —  $ —  $ —  $ —  $ — 
Current period recoveries —  —  —  —  —  —  — 
Current period net write-offs $ —  $ —  $ —  $ —  $ —  $ —  $ — 
_______________________________________
(1)Additional fundings under existing loans are included in the year of origination of the initial loan.
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Reserve for Loan Losses
Refer to Note 2 for a discussion of the Company’s assessment of current expected credit losses for loans receivable and unfunded loan commitments. The following table summarizes the Company’s reserve for loan losses (in thousands):
  December 31, 2024 December 31, 2023
  Secured Loans
Mezzanine Loans and Other(1)
 Total Secured Loans
Mezzanine Loans and Other(1)
 Total
Reserve for loan losses, beginning of period $ 2,830  $ —  $ 2,830  $ 8,280  $ —  $ 8,280 
Provision for expected loan losses on funded loans receivable 2,744  4,925  7,669  2,088  —  2,088 
Expected loan losses (recoveries) related to loans sold or repaid
 —  —  —  (7,538) —  (7,538)
Reserve for loan losses, end of period $ 5,574  $ 4,925  $ 10,499  $ 2,830  $ —  $ 2,830 
_______________________________________
(1)Includes CCRC resident loans.
Additionally, at December 31, 2024 and 2023, a liability of $2.9 million and $0.7 million, respectively, related to expected credit losses for unfunded loan commitments was included in accounts payable, accrued liabilities, and other liabilities.
The change in the reserve for expected loan losses during the year ended December 31, 2024 is primarily due to reserves recognized on secured loans and mezzanine loans receivable acquired as part of the Merger.
NOTE 9. Investments in and Advances to Unconsolidated Joint Ventures
The Company owns interests in the following entities that are accounted for under the equity method (dollars in thousands):
      Carrying Amount
      December 31,
Entity(1)
 Segment
Property Count(2)
Ownership %(2)
 2024 2023
South San Francisco JVs(3)
 Lab 7 70 $ 446,145  $ 393,374 
SWF SH JV Other 19 54 322,551  332,693 
Callan Ridge JV Lab 2 35 69,709  — 
PMAK JV(4)
 Outpatient medical 59 12 32,511  — 
Lab JV Lab 1 49 29,916  31,761 
Needham Land Parcel JV(5)
 Lab — 38 21,348  17,084 
Davis JV(4)
 Outpatient medical 15 49 7,435  — 
Outpatient Medical JVs(6)
 Outpatient medical 2
20 - 67
 7,199  7,941 
      $ 936,814  $ 782,853 
_______________________________________
(1)These entities are not consolidated because the Company does not control, through voting rights or other means, the joint ventures.
(2)Property counts and ownership percentages are as of December 31, 2024.
(3)Includes multiple unconsolidated lab joint ventures in South San Francisco, California in which the Company holds a 70% ownership percentage in each joint venture. These joint ventures have been aggregated herein due to similarity of the investments and operations.
(4)Includes unconsolidated joint ventures acquired as part of the Merger (see Note 3). The properties underlying the PMAK JV are excluded from the Company’s total property count.
(5)Land held for development is excluded from the property count as of December 31, 2024.
(6)Includes two unconsolidated outpatient medical joint ventures in which the Company holds an ownership percentage as follows: (i) Ventures IV (20%) and (ii) Suburban Properties, LLC (67%). In April 2023, the Company acquired the remaining 80% interest in one of the two properties that were in the Ventures IV unconsolidated joint venture for $4 million (see Note 4). These joint ventures have been aggregated herein due to similarity of the investments and operations.
At December 31, 2024 and 2023, the aggregate unamortized basis difference of the Company’s investments in unconsolidated joint ventures of $42 million and $49 million, respectively, is primarily attributable to the difference between the amount for which the Company purchased its interest in certain joint ventures and the historical carrying value of the net assets of the related joint ventures and capitalized interest related to the redevelopment activities at the South San Francisco JVs. The differences are amortized over the remaining useful lives of the related assets and are included in equity income (loss) from unconsolidated joint ventures.
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South San Francisco JVs
On August 1, 2022, the Company sold a 30% interest in seven lab buildings in South San Francisco, California to a sovereign wealth fund (“SWF Partner”) for cash of $126 million. Following this transaction, the Company and the SWF Partner share in key decisions of the assets through their voting rights, resulting in the Company deconsolidating the assets, recognizing its retained 70% investment in the South San Francisco joint ventures (the “South San Francisco JVs”) at fair value, and accounting for its investment using the equity method. The fair values of the Company’s retained investment were based on a market approach, utilizing an agreed-upon contractual sales price, which is considered to be a Level 3 measurement within the fair value hierarchy. During the year ended December 31, 2022, the Company recognized a gain upon change of control of $311 million, which is recorded in other income (expense), net.
The Company is entitled to a preferred return, a promote, and certain fees in exchange for development and asset management services provided to the South San Francisco JVs when certain conditions are met.
Callan Ridge JV
In January 2024, the Company sold a 65% interest in two lab buildings in San Diego, California (the “Callan Ridge JV”) to a third-party (the “JV Partner”) for net proceeds of $128 million. Following the transaction, the Company and the JV Partner share in key decisions of the assets through their voting rights, resulting in the Company deconsolidating the assets, recognizing its retained 35% investment in the Callan Ridge JV at fair value, and accounting for its investment using the equity method. The fair value of the Company’s retained investment was based on a market approach, utilizing an agreed-upon contractual sales price, which is considered to be a Level 3 measurement within the fair value hierarchy. During the year ended December 31, 2024, the Company recognized a gain upon change of control of $78 million, which is recorded in other income (expense), net.
NOTE 10.    Intangibles
Intangible assets primarily consist of lease-up intangibles and above market lease intangibles. The following table summarizes the Company’s intangible lease assets (dollars in thousands):
  December 31,
Intangible lease assets 2024 2023
Gross intangible lease assets(1)
 $ 1,468,985  $ 739,228 
Accumulated depreciation and amortization(2)
 (651,731) (425,072)
Intangible assets, net $ 817,254  $ 314,156 
Weighted average remaining amortization period in years 5 5
_______________________________________
(1)As of December 31, 2024 and 2023, includes $1.42 billion and $725 million, respectively, of gross lease-up intangibles and $45 million and $14 million, respectively, of gross above market lease intangibles.
(2)As of December 31, 2024 and 2023, includes $640 million and $418 million, respectively, of accumulated depreciation and amortization on lease-up intangibles and $12 million and $7 million, respectively, of accumulated depreciation and amortization on above market lease intangibles.
Intangible liabilities consist of below market lease intangibles. The following table summarizes the Company’s intangible lease liabilities (dollars in thousands):
  December 31,
Intangible lease liabilities 2024 2023
Gross intangible lease liabilities $ 351,602  $ 228,105 
Accumulated depreciation and amortization (159,718) (100,725)
Intangible liabilities, net $ 191,884  $ 127,380 
Weighted average remaining amortization period in years 9 7
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The following table sets forth amortization related to intangible assets, net and intangible liabilities, net (in thousands):
Year Ended December 31,
2024 2023 2022
Depreciation and amortization expense related to amortization of lease-up intangibles $ 273,146  $ 102,249  $ 104,885 
Rental and related revenues related to amortization of net below market lease liabilities 62,894  27,012  24,640 
On the Closing Date of the Merger, the Company acquired intangible assets of $891 million, inclusive of $852 million of lease-up intangibles and $39 million of above market lease intangibles. Also on the Closing Date of the Merger, the Company assumed intangible liabilities of $150 million (see Note 3). The intangible assets and liabilities acquired had a weighted average amortization period at acquisition of 6 years and 9 years, respectively.
During the year ended December 31, 2023, in conjunction with the Company’s acquisition of real estate, the Company acquired $0.5 million of intangible assets with a weighted average amortization period at acquisition of 5 years.
The following table summarizes the estimated annual amortization for each of the five succeeding fiscal years and thereafter (in thousands):
  Rental and Related Revenues Depreciation and Amortization
2025 $ 32,618  $ 256,925 
2026 29,231  171,520 
2027 23,304  107,925 
2028 17,899  77,072 
2029 13,168  53,829 
Thereafter 42,816  117,135 
  $ 159,036  $ 784,406 
Goodwill
On the Closing Date of the Merger, inclusive of measurement period adjustments, the Company recognized goodwill of $51 million, which was allocated to the Company’s outpatient medical segment (see Note 3). Goodwill is included in other assets, net on the Consolidated Balance Sheets. At December 31, 2024 and 2023, goodwill was allocated to the Company’s segment assets as follows (in thousands):
Segment
 December 31,
2024		 December 31,
2023
Outpatient medical
 $ 64,680  $ 14,178 
CCRC
 1,998  1,998 
Other non-reportable
 1,851  1,851 
$ 68,529  $ 18,027 
During the years ended December 31, 2024, 2023, and 2022, the fair value of the assets within each of the Company’s reporting units was greater than the respective carrying value of the assets and related goodwill, and as a result, no impairment charges were recognized.
NOTE 11.    Debt
Healthpeak OP, the Company’s consolidated operating subsidiary, is the borrower under, and the Company, DOC DR Holdco, and DOC DR OP Sub are the guarantors of, the Revolving Facility, 2027 Term Loans, 2029 Term Loan, Commercial Paper Program (each as defined below), and senior unsecured notes issued by the Company prior to the Merger. DOC DR OP Sub is the borrower under, and the Company, Healthpeak OP, and DOC DR Holdco are guarantors of, the 2028 Term Loan (as defined below) and senior unsecured notes issued by the Physicians Partnership prior to, and assumed by the Company as part of, the Merger. Guarantees of senior unsecured notes are full and unconditional and applicable to existing and future senior unsecured notes.
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The Merger
On March 1, 2024, upon the consummation of the Merger, the Company assumed senior unsecured term loans in an aggregate principal amount of $400 million (the “2028 Term Loan”) that mature in May 2028 (see Note 3) pursuant to an amendment to a term loan agreement originally executed by the Physicians Partnership, as borrower, and the other parties thereto. DOC DR OP Sub is the borrower under, and the Company, Healthpeak OP, and DOC DR Holdco are guarantors of, the 2028 Term Loan.
In connection with the assumption of the 2028 Term Loan, the Company acquired three related interest rate swap instruments that were redesignated as cash flow hedges as of the Closing Date. The 2028 Term Loan associated with these interest rate swap instruments is reported as fixed rate debt due to the Company having effectively established a fixed interest rate for the underlying debt instruments. Based on DOC DR OP Sub’s credit ratings as of December 31, 2024, the 2028 Term Loan had a blended fixed effective interest rate of 4.44%, inclusive of the impact of these interest rate swap instruments and amortization of the related premium. See also Note 22 for a discussion of the impact of the related interest rate swap instruments.
Loans outstanding under the 2028 Term Loan bear interest at an annual rate equal to (i) the applicable margin, plus (ii) Daily SOFR (plus a 10 basis point adjustment related to SOFR transition). The applicable margin under the 2028 Term Loan ranges from 0.85% to 1.65% for Daily SOFR loans and is based on the credit ratings of DOC DR OP Sub. Based on the Company’s credit ratings as of December 31, 2024, and inclusive of the adjustment related to SOFR transition, the margin on the 2028 Term Loan was 1.00%.
Additionally, on March 1, 2024, concurrently with the consummation of the Merger, DOC DR OP Sub assumed, and the Company and Healthpeak OP guaranteed, Physicians Partnership’s $1.25 billion aggregate principal of senior unsecured notes (see Note 3), including: (i) $400 million aggregate principal amount of 4.30% senior unsecured notes due 2027, (ii) $350 million aggregate principal amount of 3.95% senior unsecured notes due 2028, and (iii) $500 million aggregate principal amount of 2.63% senior unsecured notes due 2031. On the Closing Date, the Company capitalized $1 million of costs paid to the bondholders, which are being amortized into interest expense on the Consolidated Statements of Operations over the terms of the related senior unsecured notes. The senior unsecured notes contain certain covenants that are consistent with Healthpeak OP’s previously issued senior unsecured notes, as further described below.
Lastly, on March 1, 2024, concurrently with the consummation of the Merger, the Company assumed $128 million aggregate principal of mortgage debt (see Note 3), which was secured by five outpatient medical buildings, with an aggregate carrying value of $259 million as of March 1, 2024. Of this $128 million, $59 million was fixed rate debt with a weighted average contractual interest rate of 3.77% and maturities ranging from November 2024 through December 2026 and $69 million was variable rate debt with a weighted average contractual interest rate of 7.25% and maturities ranging from December 2026 through November 2028. The Company recognized a net discount of $0.5 million on the $128 million aggregate principal of mortgage debt assumed on the Closing Date, which is being amortized into interest expense on the Consolidated Statements of Operations using the effective interest rate method. The Company acquired one related interest rate swap instrument with a notional amount of $36 million of variable rate mortgage debt that was redesignated as a cash flow hedge as of the Closing Date (see Note 22), which matured in October 2024.
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Bank Line of Credit and Term Loans
Revolving Facility
On May 23, 2019, the Company executed a $2.5 billion unsecured revolving line of credit facility, with a maturity date of May 23, 2023 and two six-month extension options, subject to certain customary conditions. In September 2021, the Company executed an amended and restated unsecured revolving line of credit (the “Revolving Facility”) to increase total revolving commitments from $2.5 billion to $3.0 billion and extend the maturity date to January 20, 2026 with two six-month extension options, subject to certain customary conditions. On February 10, 2023, the Company executed an amendment to the Revolving Facility to convert the interest rate benchmark from LIBOR to SOFR. On March 1, 2024, concurrently with the consummation of the Merger, the Company executed an amendment to the Revolving Facility to, among other things, join DOC DR Holdco and DOC DR OP Sub as guarantors of Healthpeak OP’s obligations under the Revolving Facility. In December 2024, the Company amended and restated its Revolving Facility to extend the maturity date to January 19, 2029. This maturity date may be further extended pursuant to two six-month extension options, subject to certain customary conditions. Borrowings under the Revolving Facility accrue interest at the applicable interest rate benchmark plus a margin that depends on the credit ratings of the Company’s senior unsecured long-term debt. The Company also pays a facility fee on the entire revolving commitment that depends on its credit ratings. Based on the Company’s credit ratings at December 31, 2024, and inclusive of a 10 basis point adjustment related to SOFR transition, the margin on the Revolving Facility was 0.88% and the facility fee was 0.15%. The Revolving Facility includes a feature that allows the Company to increase the borrowing capacity by an aggregate amount of up to $750 million, subject to securing additional commitments. At each of December 31, 2024 and 2023, the Company had no balance outstanding under the Revolving Facility.
Term Loan Agreement
On August 22, 2022, the Company executed a term loan agreement (as amended or modified as described herein, the “Term Loan Agreement”) that provided for two senior unsecured delayed draw term loans in an aggregate principal amount of up to $500 million (the “2027 Term Loans”). The 2027 Term Loans were available to be drawn from time to time during a 180-day period after closing, subject to customary borrowing conditions, and the Company drew the entirety of the $500 million under the 2027 Term Loans in October 2022. $250 million of the 2027 Term Loans have an initial stated maturity of 4.5 years, which may be extended for a one-year period subject to certain customary conditions. The other $250 million of the 2027 Term Loans has a stated maturity of five years with no option to extend.
Loans outstanding under the 2027 Term Loans accrue interest at Term SOFR plus a margin that depends on the credit ratings of the Company’s senior unsecured long-term debt. The 2027 Term Loans also include a sustainability-linked pricing component whereby the applicable margin under the 2027 Term Loans may be reduced by 0.01% based on the Company’s achievement of specified sustainability-linked metrics. Based on the Company’s credit ratings as of December 31, 2024, and inclusive of achievement of a sustainability-linked metric and an adjustment related to SOFR transition, the margin on the 2027 Term Loans was 0.94%.
In August 2022, the Company entered into two forward-starting interest rate swap instruments that are designated as cash flow hedges (see Note 22). The 2027 Term Loans associated with these interest rate swap instruments are reported as fixed rate debt due to the Company having effectively established a fixed interest rate for the underlying debt instruments. Based on the Company’s credit ratings as of December 31, 2024, the 2027 Term Loans had a blended fixed effective interest rate of 3.76%, inclusive of the impact of these interest rate swap instruments and amortization of the related debt issuance costs.
On March 1, 2024, concurrently with the consummation of the Merger, the Company executed an amendment to the Term Loan Agreement pursuant to which (i) the maximum incremental borrowing capacity under the Term Loan Agreement was increased from $1.0 billion to $1.5 billion, subject to securing additional commitments, (ii) the Company borrowed senior unsecured term loans in an aggregate principal amount of $750 million with a stated maturity of five years (the “2029 Term Loan”), and (iii) DOC DR Holdco and DOC DR OP Sub were joined as guarantors of Healthpeak OP’s obligations under the Term Loan Agreement. As of December 31, 2024, the unused borrowing capacity under the Term Loan Agreement was $250 million.
Loans outstanding under the 2029 Term Loan accrue interest at Daily SOFR plus a margin that depends on the credit ratings of the Company’s senior unsecured long-term debt. Based on the Company’s credit ratings as of December 31, 2024, and inclusive of an adjustment related to SOFR transition, the margin on the 2029 Term Loan was 0.95%.
In January 2024, the Company entered into forward-starting interest rate swap instruments that are designated as cash flow hedges (see Note 22). The 2029 Term Loan associated with these interest rate swaps is reported as fixed rate debt due to the Company having effectively established a fixed interest rate for the underlying debt instruments. Based on the Company’s credit ratings as of December 31, 2024, the 2029 Term Loan had a blended fixed effective interest rate of 4.66%, inclusive of the impact of these interest rate swap instruments and amortization of the related debt issuance costs.
At December 31, 2024 and 2023, the Company had $1.25 billion and $500 million, respectively, of loans outstanding under the Term Loan Agreement.
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The Revolving Facility, 2027 Term Loans, 2028 Term Loan, and 2029 Term Loan are subject to certain financial restrictions and other customary requirements, including financial covenants and cross-default provisions to other indebtedness. Among other things, these covenants, using terms defined in the applicable agreement: (i) limit the ratio of Enterprise Total Indebtedness to Enterprise Gross Asset Value to 60%; (ii) limit the ratio of Enterprise Secured Debt to Enterprise Gross Asset Value to 40%; (iii) limit the ratio of Enterprise Unsecured Debt to Enterprise Unencumbered Asset Value to 60%; (iv) require a minimum Fixed Charge Coverage ratio of 1.5 times; and (v) require a minimum Consolidated Tangible Net Worth of $7.7 billion. The Company believes it was in compliance with each of these covenants at December 31, 2024.
Commercial Paper Program
In September 2019, the Company established an unsecured commercial paper program (the “Commercial Paper Program”). Under the terms of the Commercial Paper Program, the Company may issue, from time to time, short-term unsecured notes with varying maturities. Amounts available under the Commercial Paper Program may be borrowed, repaid, and re-borrowed from time to time. At each of December 31, 2024 and 2023, the maximum aggregate face or principal amount that could be outstanding at any one time was $2.0 billion. Amounts borrowed under the Commercial Paper Program will be sold on terms that are customary for the U.S. commercial paper market and will be at least equal in right of payment with all of the Company’s other unsecured and unsubordinated indebtedness. The Company uses its Revolving Facility as a liquidity backstop for the repayment of short-term unsecured notes issued under the Commercial Paper Program. During each of the years ended December 31, 2024, 2023, and 2022, the Company recognized $9 million of interest expense related to fees and amortization of debt issuance costs related to its Commercial Paper Program and Revolving Facility. At December 31, 2024, the Company had $150 million of notes outstanding under the Commercial Paper Program, with original maturities of approximately 25 days and a weighted average interest rate of 4.65%. At December 31, 2023, the Company had $720 million of notes outstanding under the Commercial Paper Program, with original maturities of approximately 37 days and a weighted average interest rate of 5.70%.
Senior Unsecured Notes
At December 31, 2024 and 2023, the Company had senior unsecured notes outstanding with an aggregate principal balance of $6.7 billion and $5.5 billion, respectively. The senior unsecured notes contain certain covenants including limitations on debt, maintenance of unencumbered assets, cross-acceleration provisions, and other customary terms. The Company believes it was in compliance with these covenants at December 31, 2024.
During the year ended December 31, 2024, there were no issuances, repurchases, or redemptions of senior unsecured notes; however, as described above, concurrently with the consummation of the Merger, the Company assumed $1.25 billion aggregate principal of senior unsecured notes.
The following table summarizes the Company’s senior unsecured note issuances for the year ended December 31, 2023 (dollars in thousands):
Issue Date Amount Coupon Rate Maturity Year
January 17, 2023 $ 400,000  5.25  % 2032
May 10, 2023(1)
 350,000  5.25  % 2032
_______________________________________
(1)In May 2023, the Company issued $350 million of 5.25% senior unsecured notes due 2032, which constituted an additional issuance of, and are treated as a single series with, the $400 million of senior unsecured notes due 2032 issued in January 2023.
During the year ended December 31, 2023, there were no repurchases or redemptions of senior unsecured notes. During the year ended December 31, 2022, there were no issuances, repurchases, or redemptions of senior unsecured notes.
In February 2025, the Company repaid $348 million aggregate principal amount of 3.40% senior unsecured notes at maturity.
Mortgage Debt
At December 31, 2024 and 2023, the Company had $356 million and $255 million, respectively, in aggregate principal of mortgage debt outstanding. At December 31, 2024, this mortgage debt was secured by 19 outpatient medical buildings and 2 CCRCs, with an aggregate carrying value of $770 million. At December 31, 2023, this mortgage debt was secured by 15 outpatient medical buildings and 2 CCRCs, with an aggregate carrying value of $587 million.
Mortgage debt generally requires monthly principal and interest payments, is collateralized by real estate assets, and is non-recourse. Mortgage debt typically requires maintenance of the assets in good condition, includes conditions to obtain lender consent to enter into or terminate material leases, requires insurance on the assets, requires payment of real estate taxes, restricts transfer of the encumbered assets and repayment of the loan, and prohibits additional liens. Some of the mortgage debt may require tenants or operators to maintain compliance with the applicable leases or operating agreements of such real estate assets.
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During the years ended December 31, 2024, 2023, and 2022, the Company made aggregate principal repayments of mortgage debt of $27 million, $90 million, and $5 million, respectively (excluding mortgage debt on assets held for sale and discontinued operations). Included in the $27 million of aggregate principal payments of mortgage debt for the year ended December 31, 2024 was a $23 million full principal repayment of mortgage debt secured by one outpatient medical building acquired as part of the Merger that matured in November 2024. Included in the $90 million of aggregate principal repayments of mortgage debt for the year ended December 31, 2023 was an $85 million full principal repayment of mortgage debt secured by one CCRC that matured in December 2023.
The Company has $142 million of mortgage debt secured by a portfolio of 13 outpatient medical buildings that matures in May 2026. In April 2022, the Company terminated its existing interest rate cap instruments associated with this variable rate mortgage debt and entered into two interest rate swap instruments that are designated as cash flow hedges and mature in May 2026. In February 2023, the agreements associated with this variable rate mortgage debt were amended to change the interest rate benchmarks from LIBOR to SOFR, effective March 2023. Concurrently, the Company modified the related interest rate swap instruments to reflect the change in the interest rate benchmarks from LIBOR to SOFR (see Note 22). The variable rate mortgage debt associated with these interest rate swap instruments is reported as fixed rate debt due to the Company having effectively established a fixed interest rate for the underlying debt instrument.
Debt Maturities
The following table summarizes the Company’s stated debt maturities and scheduled principal repayments at December 31, 2024 (dollars in thousands):
Senior Unsecured Notes(3)
Mortgage Debt(4)
Year
 Bank Line of Credit(1)
Commercial Paper(1)(2)
Term Loans
 Amount
Interest Rate(5)
 Amount
Interest Rate(5)
 Total
2025 $ —  $ —  $ —  $ 800,000  3.92  % $ 7,432  6.28  % $ 807,432 
2026 —  —  —  650,000  3.40  % 344,999  5.13  % 994,999 
2027 —  —  500,000  850,000  3.23  % 842  5.59  % 1,350,842 
2028 —  —  400,000  850,000  3.53  % 2,775  5.34  % 1,252,775 
2029 —  150,000  750,000  650,000  3.65  % —  —  % 1,550,000 
Thereafter —  —  —  2,900,000  4.51  % —  —  % 2,900,000 
  —  150,000  1,650,000  6,700,000  356,048  8,856,048 
Premiums, (discounts), and debt issuance costs, net —  —  (3,957) (136,744) 702  (139,999)
$ —  $ 150,000  $ 1,646,043  $ 6,563,256  $ 356,750  $ 8,716,049 
_______________________________________
(1)As of December 31, 2024, total unamortized debt issuance costs for the Revolving Facility and Commercial Paper Program were $18 million, which are recorded in other assets, net on the Consolidated Balance Sheets.
(2)Commercial Paper Program borrowings are backstopped by the availability under the Revolving Facility. As such, the Company calculates the weighted average remaining term of its Commercial Paper Program borrowings using the maturity date of the Revolving Facility.
(3)Effective interest rates on the senior unsecured notes range from 1.54% to 6.87% with a weighted average effective interest rate of 3.96% and a weighted average maturity of approximately 5 years.
(4)Effective interest rates on the mortgage debt range from 3.44% to 8.50% with a weighted average effective interest rate of 5.16% and a weighted average maturity of approximately 2 years. These interest rates include the impact of designated interest rate swap instruments, which effectively fix the interest rate on certain variable rate debt.
(5)Represents the weighted-average effective interest rate as of the end of the applicable period, including amortization of debt premiums (discounts) and debt issuance costs.
NOTE 12.    Commitments and Contingencies
Legal Proceedings
From time to time, the Company is a party to legal proceedings, lawsuits and other claims that arise in the ordinary course of the Company’s business. The Company is not aware of any legal proceedings or claims that it believes may have, individually or taken together, a material adverse effect on the Company’s financial condition, results of operations, or cash flows. The Company’s policy is to expense legal costs as they are incurred.
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DownREITs and Other Partnerships
In connection with the formation of DownREITs, members may contribute appreciated real estate to a DownREIT in exchange for DownREIT units. These contributions are generally tax-deferred, so that the pre-contribution gain related to the property is not taxed to the member. However, if a contributed property is later sold by the DownREIT, the unamortized pre-contribution gain that exists at the date of sale is specifically allocated and taxed to the contributing members. In many of the DownREITs, the Company has entered into indemnification agreements with those members who contributed appreciated property into the DownREIT. Under these indemnification agreements, if any of the appreciated real estate contributed by the members is sold by the DownREIT in a taxable transaction within a specified number of years, the Company will reimburse the affected members for the federal and state income taxes associated with the pre-contribution gain that is specially allocated to the affected member under the Internal Revenue Code (“make-whole payments”). These make-whole payments include a tax gross-up provision. As of December 31, 2024, the Company had indemnification agreements on a total of 41 properties within its DownREITs. In January 2025, indemnification agreements on 13 properties expired.
Additionally, the Company owns a 49% interest in the Lab JV (see Note 9). If the property in the joint venture is sold in a taxable transaction, the Company is generally obligated to indemnify its joint venture partner for its federal and state income taxes associated with the gain that existed at the time of the contribution to the joint venture.
Commitments
The following table summarizes the Company’s material commitments, excluding obligations as the lessee under operating leases (see Note 7), commitments to fund additional loans for outpatient medical capital expenditure projects (see Note 8), debt service obligations (see Note 11), and potential future obligations related to redeemable noncontrolling interests (see Note 13) at December 31, 2024 (in thousands):
  Amount
Development and redevelopment commitments(1)
 $ 199,139 
Lease and other contractual commitments(2)
 84,654 
Letters of credit(3)
 11,929 
$ 295,722 
_______________________________________
(1)Represents construction and other commitments as of December 31, 2024 for developments and redevelopments in progress and includes allowances for Company-owned tenant improvements that the Company has provided as a lessor.
(2)Represents the Company’s commitments, as lessor, under signed leases and contracts for operating properties as of December 31, 2024 and includes allowances for Company-owned tenant improvements and leasing commissions. Excludes allowances for Company-owned tenant improvements related to developments and redevelopments in progress for which the Company has executed an agreement with a general contractor to complete the tenant improvements (recognized in the “Development and redevelopment commitments” line).
(3)Represents 15 outstanding letter of credit obligations expiring in 2025 and one outstanding letter of credit obligation expiring in 2026.
Environmental Costs
Various environmental laws govern certain aspects of the ongoing management and operation of our facilities, including those related to presence of asbestos-containing materials. The presence of, or the failure to manage and/or remediate, such materials may adversely affect the occupancy and performance of the Company’s facilities. The Company monitors its properties for the presence of such hazardous or toxic substances and is not aware of any environmental liability with respect to the properties that would have a material adverse effect on the Company’s business, financial condition, or results of operations. The Company carries environmental insurance and believes that the policy terms, conditions, limitations, and deductibles are adequate and appropriate under the circumstances, given the relative risk of loss, the cost of such coverage, and current industry practice.
General Uninsured Losses
The Company obtains various types of insurance to mitigate the impact of property, business interruption, liability, workers’ compensation, flood, windstorm, earthquake, environmental, cyber, and terrorism related losses. The Company attempts to obtain appropriate policy terms, conditions, limits, and deductibles considering the relative risk of loss, the cost of such coverage, and current industry practice. There are, however, certain types of extraordinary losses, such as those due to acts of war or other events that may be either uninsurable or not economically insurable. In addition, the Company has a large number of properties that are exposed to earthquake, flood, and windstorm occurrences for which the related insurances carry high deductibles and have limits.
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NOTE 13.    Equity and Redeemable Noncontrolling Interests
Dividends
On February 3, 2025, the Company’s Board of Directors declared a quarterly common stock cash dividend of $0.305 per share, reflecting an increase from $0.30 to $0.305 per share. The common stock cash dividend will be paid on February 26, 2025 to stockholders of record as of the close of business on February 14, 2025.
During each of the years ended December 31, 2024, 2023, and 2022, the Company declared and paid common stock cash dividends of $1.20.
Issuance of Common Stock in Connection with the Merger
Pursuant to the terms set forth in the Merger Agreement, on the Closing Date, each outstanding share of Physicians Realty Trust (other than Physicians Realty Trust common shares that were canceled in accordance with the Merger Agreement) automatically converted into the right to receive 0.674 shares of the Company’s common stock. Based on the number of outstanding Physicians Realty Trust common shares as of the Closing Date, the Company issued 162 million shares of common stock. Refer to Note 3 for additional information regarding the Merger.
At-The-Market Equity Offering Program
In February 2023, in connection with the Reorganization, the Company terminated the previous at-the-market equity offering program (as amended from time to time, the “2020 ATM Program”) and established a new at-the-market equity offering program (the “2023 ATM Program” and, together with the 2020 ATM Program, the “ATM Programs”). The 2023 ATM Program was amended in March 2024 to contemplate the sale of the remaining shares of common stock pursuant to the Company’s Registration Statement on Form S-3 filed with the SEC on February 8, 2024. The ATM Programs allow for the sale of shares of common stock having an aggregate gross sales price of up to $1.5 billion (i) by the Company through a consortium of banks acting as sales agents or directly to the banks acting as principals or (ii) by a consortium of banks acting as forward sellers on behalf of any forward purchasers pursuant to a forward sale agreement (each, an “ATM forward contract”). The use of ATM forward contracts allows the Company to lock in a share price on the sale of shares at the time the ATM forward contract becomes effective, but defer receiving the proceeds from the sale of shares until a later date.
ATM forward contracts generally have a one- to two-year term. At any time during the term, the Company may settle a forward sale by delivery of physical shares of common stock to the forward seller or, at the Company’s election, in cash or net shares. The forward sale price the Company expects to receive upon settlement of outstanding ATM forward contracts will be the initial forward price established upon the effective date, subject to adjustments for: (i) accrued interest, (ii) the forward purchasers’ stock borrowing costs, and (iii) certain fixed price reductions during the term of the ATM forward contract.
At December 31, 2024, $1.5 billion of the Company’s common stock remained available for sale under the 2023 ATM Program.
ATM Forward Contracts
During the year ended December 31, 2021, the Company utilized the forward provisions under the 2020 ATM Program to allow for the sale of an aggregate of 9.1 million shares of its common stock at an initial weighted average net price of $35.25 per share, after commissions. In December 2022, the Company settled all 9.1 million shares previously outstanding under ATM forward contracts at a weighted average net price of $34.01 per share, after commissions, resulting in net proceeds of $308 million. During the years ended December 31, 2024, 2023, and 2022 the Company did not utilize the forward provisions under the ATM Programs.
ATM Direct Issuances
During each of the years ended December 31, 2024, 2023, and 2022, there were no direct issuances of shares of common stock under the ATM Programs.
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Share Repurchase Programs
On August 1, 2022, the Company’s Board of Directors approved a share repurchase program under which the Company could acquire shares of its common stock in the open market up to an aggregate purchase price of $500 million (the “2022 Share Repurchase Program”). Purchases of common stock under the 2022 Share Repurchase Program could be exercised at the Company’s discretion with the timing and number of shares repurchased depending on a variety of factors, including price, corporate and regulatory requirements, and other corporate liquidity requirements and priorities. Under 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 year ended December 31, 2022, the Company repurchased 2.1 million shares of its common stock under the 2022 Share Repurchase Program at a weighted average price of $27.16 per share for a total of $56 million. During the year ended December 31, 2023, there were no repurchases under the 2022 Share Repurchase Program. During the year ended December 31, 2024, the Company repurchased 10.5 million shares of its common stock under the 2022 Share Repurchase Program at a weighted average price of $17.98 per share for a total of $188 million.
On July 24, 2024, the Company’s Board of Directors approved a new share repurchase program (the “2024 Share Repurchase Program”) to supersede and replace the 2022 Share Repurchase Program. Upon adoption of the 2024 Share Repurchase Program, no further share repurchases may be made pursuant to the 2022 Share Repurchase Program. Under the 2024 Share Repurchase Program, the Company may acquire shares of its common stock in the open market or other similar purchase techniques (including in compliance with the safe harbor provisions of Rule 10b-18 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or pursuant to one or more plans adopted under Rule 10b5-1 promulgated under the Exchange Act), up to an aggregate purchase price of $500 million. Purchases of common stock under the 2024 Share Repurchase Program may be exercised at the Company’s discretion with the timing and number of shares repurchased depending on a variety of factors, including price, corporate and regulatory requirements, and other corporate liquidity requirements and priorities. The 2024 Share Repurchase Program expires in July 2026 and may be suspended or terminated at any time without prior notice. As of December 31, 2024, no shares have been repurchased under the 2024 Share Repurchase Program. Therefore, at December 31, 2024, $500 million of the Company’s common stock remained available for repurchase under the 2024 Share Repurchase Program.
Other Common Stock Activities
The following table summarizes the Company’s other common stock activities (in thousands):
  Year Ended December 31,
  2024 2023 2022
Dividend reinvestment and stock purchase plan $ 57  $ 70  $ 59 
Conversion of DownREIT units 256  72  27 
Vesting of restricted stock units 377  613  820 
Repurchase of common stock 10,592  241  2,418 
Accumulated Other Comprehensive Income (Loss)
The following table summarizes the Company’s accumulated other comprehensive income (loss) (in thousands):
  December 31,
  2024 2023
Unrealized gains (losses) on derivatives, net $ 30,707  $ 21,245 
Supplemental Executive Retirement Plan minimum liability (1,889) (1,874)
Total accumulated other comprehensive income (loss) $ 28,818  $ 19,371 
The Company has a defined benefit pension plan, known as the Supplemental Executive Retirement Plan, with one plan participant, a former Chief Executive Officer (“CEO”) of the Company who departed in 2003. Changes to the Supplemental Executive Retirement Plan minimum liability are reflected in other comprehensive income (loss).
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Noncontrolling Interests
Redeemable Noncontrolling Interests
Arrangements with noncontrolling interest holders are assessed for appropriate balance sheet classification based on the redemption and other rights held by the noncontrolling interest holder. Certain of the Company’s noncontrolling interest holders have the ability to put their equity interests to the Company upon specified events or after the passage of a predetermined period of time (the “Option Requirements”). Each put option is payable in cash and subject to changes in redemption value in the event that the underlying property generates specified returns for the Company and meets certain promote thresholds pursuant to the respective agreements. Accordingly, the Company records redeemable noncontrolling interests outside of permanent equity and presents the redeemable noncontrolling interests at the greater of their carrying amount or redemption value at the end of each reporting period. In addition to the rights of the redeemable noncontrolling interest holders, once the Option Requirements have been met, the Company has the ability to buy out the interests of the noncontrolling interest holders. The values of the redeemable noncontrolling interests are subject to change based on the assessment of redemption value at each redemption date.
On March 1, 2024, concurrently with the consummation of the Merger, the Company assumed one redeemable noncontrolling interest, which had not yet met the conditions for redemption as of December 31, 2024. This interest will become redeemable in September 2025.
In April 2024, the Company exercised its option to buy out four redeemable noncontrolling interests that met the criteria for redemption. Accordingly, during the year ended December 31, 2024, the Company made aggregate cash payments for the total redemption value of $53 million to the related noncontrolling interest holders and acquired the redeemable noncontrolling interests associated with the entities.
Healthpeak OP
Immediately following the Reorganization, Healthpeak Properties, Inc. was the initial sole member and 100% owner of Healthpeak OP. Subsequent to the Reorganization, OP Unitholders were issued approximately 2 million OP Units during the year ended December 31, 2023, all of which were LTIP Units (as defined in Note 15). During the year ended December 31, 2024, OP Unitholders were issued approximately 2 million OP Units, all of which were LTIP Units. When certain conditions are met, the OP Unitholders have the right to require redemption of part or all of their OP Units for cash or shares of the Company’s common stock, at the Company’s option as managing member of Healthpeak OP. The per unit redemption amount is equal to either one share of the Company’s common stock or cash equal to the fair value of a share of common stock at the time of redemption. The Company classifies the OP Units in permanent equity because it may elect, in its sole discretion, to issue shares of its common stock to OP Unitholders who choose to redeem their OP Units rather than using cash. As of December 31, 2024, there were approximately 3 million OP Units outstanding and 76 thousand had met the criteria for redemption. As of December 31, 2023, there were approximately 2 million OP Units outstanding, none of which had met the criteria for redemption.
DownREITs
The non-managing member units of the Company’s DownREITs are exchangeable for an amount of cash approximating the then-current market value of shares of the Company’s common stock or, at the Company’s option, shares of the Company’s common stock (subject to certain adjustments, such as stock splits and reclassifications). Upon exchange of DownREIT units for the Company’s common stock, the carrying amount of the DownREIT units is reclassified to stockholders’ equity. At December 31, 2024, there were approximately 11 million DownREIT units (14 million shares of Healthpeak common stock are issuable upon conversion) outstanding in eight DownREIT LLCs, for all of which the Company holds a controlling interest and/or acts as the managing member. At December 31, 2024, the carrying value of the 11 million DownREIT units was $310 million. At December 31, 2023, there were approximately 5 million DownREIT units (7 million shares of Healthpeak common stock are issuable upon conversion) outstanding in seven DownREIT LLCs, for all of which the Company acts as the managing member. At December 31, 2023, the carrying value of the 5 million DownREIT units was $199 million.
NOTE 14.    Earnings Per Common Share
Basic income (loss) per common share (“EPS”) is computed based on the weighted average number of common shares outstanding. Diluted income (loss) per common share is computed based on the weighted average number of common shares outstanding plus the impact of forward equity sales agreements using the treasury stock method, common shares issuable from the assumed conversion of DownREIT units, stock options, certain performance restricted stock units, OP Units, and unvested restricted stock units. Only those instruments having a dilutive impact on the Company’s basic income (loss) per share are included in diluted income (loss) per share during the periods presented.
Certain restricted stock units are considered participating securities, because dividend payments are not forfeited even if the underlying award does not vest, and require use of the two-class method when computing basic and diluted earnings per share.
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The Company considers the potential dilution resulting from forward agreements under its ATM Programs to the calculation of earnings per share. At inception, the agreements do not have an effect on the computation of basic EPS as no shares are delivered until settlement. However, the Company uses the treasury stock method to calculate the dilution, if any, resulting from the forward sales agreements during the period of time prior to settlement. Refer to Note 13 for a discussion of the sale of shares under and settlement of forward sales agreements during the periods presented.
The following table illustrates the computation of basic and diluted earnings per share (in thousands, except per share amounts):
Year Ended December 31,
2024 2023 2022
Numerator - Basic
Income (loss) from continuing operations $ 267,303  $ 334,757  $ 513,540 
Noncontrolling interests’ share in continuing operations (24,161) (28,748) (15,975)
Income (loss) from continuing operations attributable to Healthpeak Properties, Inc. 243,142  306,009  497,565 
Less: Participating securities’ share in continuing operations (758) (1,725) (2,657)
Income (loss) from continuing operations applicable to common shares 242,384  304,284  494,908 
Income (loss) from discontinued operations —  —  2,884 
Net income (loss) applicable to common shares $ 242,384  $ 304,284  $ 497,792 
Numerator - Dilutive
Net income (loss) applicable to common shares $ 242,384  $ 304,284  $ 497,792 
Add: distributions on dilutive convertible units and other 107  —  — 
Dilutive net income (loss) available to common shares $ 242,491  $ 304,284  $ 497,792 
Denominator
Basic weighted average shares outstanding 675,680  547,006  538,809 
Dilutive potential common shares - equity awards(1)
 148  269  338 
Dilutive potential common shares - OP Units(2)
 405  — —
Diluted weighted average common shares 676,233  547,275  539,147 
Basic earnings (loss) per common share
Continuing operations $ 0.36  $ 0.56  $ 0.92 
Discontinued operations —  —  0.00 
Net income (loss) applicable to common shares $ 0.36  $ 0.56  $ 0.92 
Diluted earnings (loss) per common share
Continuing operations $ 0.36  $ 0.56  $ 0.92 
Discontinued operations —  —  0.00 
Net income (loss) applicable to common shares $ 0.36  $ 0.56  $ 0.92 
_______________________________________
(1)For all periods presented, represents the dilutive impact of 1 million outstanding equity awards (restricted stock units and stock options).
(2)For the year ended December 31, 2024, represents the dilutive impact of 3 million outstanding OP Units.
For the years ended December 31, 2024, 2023, and 2022, all 14 million, 7 million, and 7 million shares issuable upon conversion of DownREIT units, respectively, were not included because they were anti-dilutive. For the years ended December 31, 2024 and 2023, forward equity sales agreements had no dilutive impact as no shares were outstanding under ATM forward contracts during the year. For the year ended December 31, 2022, all shares that were settled during the year then ended were anti-dilutive.
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NOTE 15.    Compensation Plans
Stock-Based Compensation
On May 11, 2006, the Company’s stockholders approved the 2006 Performance Incentive Plan, which was amended and restated in 2009 (the “2006 Plan”). On May 1, 2014, the Company’s stockholders approved the 2014 Performance Incentive Plan, which was amended and restated in 2019 and further amended in 2023 (the “2014 Plan”). Following the adoption of the 2014 Plan, no new awards were issued under the 2006 Plan. On April 27, 2023, the Company’s stockholders approved the 2023 Performance Plan (the “2023 Plan” and collectively with the 2006 Plan and the 2014 Plan, the “Plans”). Following the adoption of the 2023 Plan, no new awards may be issued under the 2014 Plan. The Plans provide for the granting of stock-based compensation to officers, employees, and directors, including stock options, restricted stock, restricted stock units, and with respect to the 2014 and 2023 Plans, profits interests in Healthpeak OP (“LTIP Units”). The maximum number of shares reserved for awards under the 2023 Plan is 31 million shares, and, as of December 31, 2024, 28 million of the reserved shares under the 2023 Plan are available for future awards, of which 19 million shares may be issued as restricted stock, restricted stock units, or LTIP Units.
Restricted Stock Units
Under the Plans, time-based restricted stock units and market-based restricted stock units (collectively, “Restricted Stock Units”) are granted subject to certain restrictions. Conditions of vesting are determined at the time of grant. Restrictions on certain awards generally lapse, as provided in the Plans or in the applicable award agreement, upon retirement, a change in control, or other specified events. The fair market value of Restricted Stock Units is expensed over the period of vesting. Time-based restricted stock units, which vest based solely upon passage of time, generally vest on a graded schedule over a period of one to five years. The fair value of time-based restricted stock units is determined based on the closing market price of the Company’s shares on the grant date. Market-based restricted stock units, which vest dependent upon attainment of total shareholder return (“TSR”) performance that equal or exceed threshold levels as measured against certain peer and industry benchmarks, generally vest in their entirety at the end of a three-year performance period. The number of shares that ultimately vest based on performance can vary from 0% to 200% of target depending on the level of achievement of the performance criteria. The fair value of market-based restricted stock units is determined based on the Monte Carlo valuation model primarily using the following assumptions for awards granted during the years ended December 31, 2024, 2023, and 2022, respectively: (i) expected term of 3 years, 3 years, and 3 years (equal to the remaining performance period at the grant date), (ii) historical volatility of 26.0%, 33.0%, and 38.9%, (iii) dividend yield of 5.2%, 4.4%, and 3.5%, (iv) risk-free rate of 4.5%, 4.4%, and 1.8%, and (v) post-vesting restrictions discount of 10.0%, 10.0%, and 5.8%. The total grant date fair value of time-based restricted stock units and market-based restricted stock units granted during the years ended December 31, 2024, 2023, and 2022 was $11 million, $9 million, and $27 million, respectively. The total fair value (at vesting) of time-based restricted stock units and market-based restricted stock units that vested during the years ended December 31, 2024, 2023, and 2022 was $7 million, $16 million, and $27 million, respectively.
Upon vesting of Restricted Stock Units, the participant is required to pay the related tax withholding obligation, as applicable. The Company reduces the number of common stock shares delivered to pay the employee tax withholding obligation. The value of the shares withheld is dependent on the closing market price of the Company’s common stock on the trading date prior to the relevant transaction occurring. During the years ended December 31, 2024, 2023, and 2022, the Company withheld 123,000, 241,000, and 356,000 shares, respectively, to offset tax withholding obligations with respect to the vesting of the Restricted Stock Units.
LTIP Units
During each of the years ended December 31, 2024 and 2023, approximately 2 million LTIP Units were issued to officers of the Company. These awards are designed to qualify as “profits interests” in Healthpeak OP for federal income tax purposes. Such interests are initially not economically equivalent in value to a share of common stock until reaching one-for-one parity with the Company’s common stock, subject to any vesting conditions applicable to the award. When certain conditions are met, LTIP Units are converted to common units, which may then be redeemed for cash or shares of the Company’s common stock, at the Company’s option as managing member of Healthpeak OP (see also Note 13).
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Under the Plans, time-based LTIP Units and market-based LTIP Units (collectively, “LTIP Units”), are granted subject to certain restrictions. Time-based LTIP Units, which vest solely upon passage of time, generally vest over a period of three to six years. The fair value of the time-based LTIP Units is determined based on the closing market price of the Company’s shares on the grant date less a discount for post-vesting restrictions, liquidity risk, and uncertainty of the time-based LTIP Units reaching parity. The market-based LTIP Units are granted at the maximum potential payout, inclusive of expected distributions during the performance period. Market-based LTIP Units, which vest dependent upon attainment of various levels of TSR performance that equal or exceed threshold levels as measured against certain peer and industry benchmarks, generally vest in their entirety at the end of a three-year performance period. The number of market-based LTIP Units that ultimately vest can vary from 0% to 200% of target depending on the level of achievement of the performance criteria, and any difference from the original grant are forfeited. The fair value of market-based LTIP Units granted during the years ended December 31, 2024 and 2023 is determined based on the Monte Carlo valuation model using the same assumptions as market-based restricted stock units described above less a discount for post-vesting restrictions, liquidity risk, and uncertainty of the market-based LTIP Units reaching parity with the value of the Company’s common stock and the vesting terms of the awards. The total grant date fair value of LTIP Units granted during the years ended December 31, 2024 and 2023 was $13 million and $29 million. The total fair value (at vesting) of LTIP Units that vested during the years ended December 31, 2024 and 2023 was $3 million and $2 million.
Dividends and Distributions
Holders of time-based restricted stock units and time-based LTIP Units are generally entitled to receive dividends and distributions, respectively, equal to the amount that would be paid on an equivalent number of shares of common stock. Market-based restricted stock units receive cumulative cash dividends upon vesting for the entirety of the performance period based on the level of achievement of the performance criteria. The market-based LTIP Units receive cash distributions equal to 10% of the quarterly dividends paid on the Company’s common stock during the performance period. Based on the level of achievement of the performance criteria at the end of the performance period, the market-based LTIP Units receive distributions in the form of additional LTIP Units for amounts ultimately vested during the performance period, less cash distributions already paid.
Stock Options
There have been no grants of stock options since 2014. Stock options outstanding and exercisable were zero at December 31, 2024 and 0.2 million at December 31, 2023. There were no stock options exercised under the Plans for the years ended December 31, 2024, 2023, and 2022. No compensation cost related to stock options was incurred during the years ended December 31, 2024, 2023, and 2022.
The following table summarizes Restricted Stock Unit and LTIP Unit activity for the year ended December 31, 2024 (units in thousands):
Restricted Stock Units
LTIP Units
 
Number of Units
 Weighted
Average
Grant Date
Fair Value		 Number of Units Weighted
Average
Grant Date
Fair Value
Unvested at January 1, 2024 879  $ 29.91  1,894  $ 14.26 
Granted 597  17.69  1,511  8.75 
Vested (377) 28.88  (199) 17.43 
Forfeited (224) 27.20  (304) 12.70 
Unvested at December 31, 2024 875  $ 22.70  2,902  $ 10.88 
Total stock-based compensation cost was $20 million, $19 million, and $32 million for the years ended December 31, 2024, 2023, and 2022, respectively, which was recognized in general and administrative expenses. The year ended December 31, 2022 included $10 million of severance-related charges resulting from a decrease in the requisite service period of restricted stock units associated with the Company's former CEO, as further described below. Of the total stock-based compensation cost, $4 million was capitalized as part of real estate for each of the years ended December 31, 2024, 2023, and 2022. As of December 31, 2024, there was $22 million of future expenses related to unvested stock-based compensation arrangements granted under the Company’s incentive plans, which is expected to be recognized over a weighted average period of 1.6 years associated with future employee service. Compensation cost recognized for all Restricted Stock Units and LTIP Units is net of actual forfeitures.
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Departure of Executives
On October 6, 2022, the Company and Thomas M. Herzog mutually agreed that Mr. Herzog would step down from his position as CEO and from the board of directors of the Company, effective immediately. On November 1, 2022, the Company and Troy E. McHenry mutually agreed that Mr. McHenry would step down from his position as Chief Legal Officer and General Counsel, effective immediately. During the fourth quarter of 2022, the Company recognized total severance-related charges of $33 million in general and administrative expenses on the Consolidated Statements of Operations, $10 million of which related to a decrease in the requisite service period of Restricted Stock Units as discussed above. These Restricted Stock Units continue to vest in accordance with the original terms of the grants. As of December 31, 2024 and 2023, $4 million and $8 million of these severance-related charges have not yet been paid and were included in accounts payable, accrued liabilities, and other liabilities on the Consolidated Balance Sheets.
NOTE 16.    Segment Disclosures
The Company’s operating segments, based on how its CODM, the President and Chief Executive Officer, evaluates the business and allocates resources, are as follows: (i) outpatient medical, (ii) lab, (iii) CCRC, (iv) an interest in an unconsolidated joint venture that owns 19 senior housing assets (the “SWF SH JV”), and (v) loans receivable. The Company’s reportable segments, as determined in accordance with ASC 280, Segment Reporting, are as follows: (i) outpatient medical, (ii) lab, and (iii) CCRC. The SWF SH JV and loans receivable are non-reportable segments that have been presented on a combined basis within the Notes to the Consolidated Financial Statements herein. The accounting policies of the segments are the same as those described in the Company’s Summary of Significant Accounting Policies (see Note 2).
The CODM evaluates performance based on property Adjusted NOI. Adjusted NOI is used to evaluate performance because it provides relevant and useful information by reflecting only income and operating expense items that are incurred at the property level and presenting it on an unlevered basis. Adjusted NOI represents real estate revenues (inclusive of rental and related revenues, resident fees and services, and government grant income and exclusive of interest income), less property level operating expenses; Adjusted NOI excludes all other financial statement amounts included in net income (loss). Adjusted NOI eliminates the effects of straight-line rents, amortization of market lease intangibles, termination fees, actuarial reserves for insurance claims that have been incurred but not reported, and the impact of deferred community fee income and expense.
Adjusted NOI is calculated as Adjusted NOI from consolidated properties, plus the Company’s share of Adjusted NOI from unconsolidated joint ventures (calculated by applying the Company’s actual ownership percentage for the period), less noncontrolling interests’ share of Adjusted NOI from consolidated joint ventures (calculated by applying the Company’s actual ownership percentage for the period). Management utilizes its share of Adjusted NOI in assessing its performance as the Company has various joint ventures that contribute to its performance.
Segment assets consist of real estate assets, intangible assets, and right-of-use assets. Non-segment assets consist of assets in the Company’s other non-reportable segments and corporate non-segment assets. Corporate non-segment assets consist primarily of corporate assets, including cash and cash equivalents, restricted cash, accounts receivable, other assets, and real estate assets held for sale. Reportable segment asset information is not provided to the CODM as the CODM does not use segment asset information to evaluate the business and allocate resources.
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The following tables summarize information for the reportable segments for the year ended December 31, 2024 (in thousands):
Outpatient Medical Lab CCRC Total
Total revenues $ 1,205,744  $ 881,452  $ 568,475  $ 2,655,671 
Healthpeak’s share of unconsolidated joint venture total revenues 24,041  19,733  —  43,774 
Noncontrolling interests’ share of consolidated joint venture total revenues (37,643) (196) —  (37,839)
Operating expenses(1)
 (405,993) (239,620) (429,248) (1,074,861)
Healthpeak’s share of unconsolidated joint venture operating expenses (9,034) (6,366) —  (15,400)
Noncontrolling interests’ share of consolidated joint venture operating expenses 10,582  52  —  10,634 
Adjustments to NOI(2)
 (38,967) (64,449) (3,123) (106,539)
Adjusted NOI for reportable segments $ 748,730  $ 590,606  $ 136,104  $ 1,475,440 
Plus: Adjustments to NOI(2)
 106,539 
Interest income and other 44,778 
Interest expense (280,430)
Depreciation and amortization (1,057,205)
General and administrative (97,162)
Transaction and merger-related costs (132,685)
Impairments and loan loss reserves, net (22,978)
Gain (loss) on sales of real estate, net 178,695 
Other income (expense), net 59,345 
Less: Healthpeak’s share of unconsolidated joint venture Adjusted NOI (28,374)
Plus: Noncontrolling interests’ share of consolidated joint venture Adjusted NOI 27,205 
Income (loss) before income taxes and equity income (loss) from unconsolidated joint ventures $ 273,168 
_______________________________________
(1)See reconciliation of significant expense categories below.
(2)Represents straight-line rents, amortization of market lease intangibles, net, actuarial reserves for insurance claims that have been incurred but not reported, deferral of community fees, and termination fees. Includes the Company’s share of income (loss) generated by unconsolidated joint ventures and excludes noncontrolling interests’ share of income (loss) generated by consolidated joint ventures.
The following table summarizes the Company’s significant expense categories by reportable segment for the year ended December 31, 2024 (in thousands):
Outpatient Medical Lab CCRC
Compensation and property management
 $ 56,066  $ 33,058  $ 277,686 
Food
 —  —  26,513 
Real estate taxes
 95,286  78,488  15,472 
Repairs and maintenance
 61,409  30,555  18,373 
Utilities
 69,690  50,793  22,309 
Other segment items(1)
 123,542  46,726  68,895 
Operating expenses
 $ 405,993  $ 239,620  $ 429,248 
_______________________________________
(1)Other segment items for each segment include:
•Outpatient medical and lab – (i) Cleaning expense, (ii) ground rent expense, (iii) insurance expense, (iv) roads and grounds expense, (v) security expense, and (vi) other administrative expense.
•CCRC – (i) Cleaning and supplies, (ii) insurance expense, (iii) marketing expense, and (iv) other administrative expense.
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The following tables summarize information for the reportable segments for the year ended December 31, 2023 (in thousands):
Outpatient Medical Lab CCRC Total
Total revenues $ 753,479  $ 878,326  $ 527,417  $ 2,159,222 
Government grant income(1)
 —  —  184  184 
Healthpeak’s share of unconsolidated joint venture total revenues 3,033 9,924 — 12,957 
Noncontrolling interests’ share of consolidated joint venture total revenues (35,073) (619) — (35,692)
Operating expenses(2)
 (263,132) (229,630) (413,472) (906,234)
Healthpeak’s share of unconsolidated joint venture operating expenses (1,189) (4,092) —  (5,281)
Noncontrolling interests’ share of consolidated joint venture operating expenses 9,921  156  —  10,077 
Adjustments to NOI(3)
 (14,314) (36,524) (1,618) (52,456)
Adjusted NOI for reportable segments $ 452,725  $ 617,541  $ 112,511  $ 1,182,777 
Plus: Adjustments to NOI(3)
 52,456 
Interest income and other 21,781 
Interest expense (200,331)
Depreciation and amortization (749,901)
Corporate non-segment operating expenses 4,174 
General and administrative (95,132)
Transaction and merger-related costs (17,515)
Impairments and loan loss reserves, net 5,601 
Gain (loss) on sales of real estate, net 86,463 
Other income (expense), net 6,808 
Less: Government grant income (184)
Less: Healthpeak’s share of unconsolidated joint venture Adjusted NOI (7,676)
Plus: Noncontrolling interests’ share of consolidated joint venture Adjusted NOI 25,615 
Income (loss) before income taxes and equity income (loss) from unconsolidated joint ventures $ 314,936 
_______________________________________
(1)Represents government grant income received under the CARES Act, which is recorded in other income (expense), net in the Consolidated Statements of Operations (see Note 2).
(2)See reconciliation of significant expense categories below.
(3)Represents straight-line rents, amortization of market lease intangibles, net, actuarial reserves for insurance claims that have been incurred but not reported, deferral of community fees, and termination fees. Includes the Company’s share of income (loss) generated by unconsolidated joint ventures and excludes noncontrolling interests’ share of income (loss) generated by consolidated joint ventures.
The following table summarizes the Company’s significant expense categories by reportable segment for the year ended December 31, 2023 (in thousands):
Outpatient Medical Lab CCRC
Compensation and property management
 $ 29,752  $ 18,096  $ 260,624 
Food
 —  —  25,076 
Real estate taxes
 59,255  77,690  15,851 
Repairs and maintenance
 38,277  30,554  17,295 
Utilities
 43,348  45,490  22,787 
Other segment items(1)
 92,500  57,800  71,839 
Operating expenses
 $ 263,132  $ 229,630  $ 413,472 
_______________________________________
(1)Other segment items for each segment include:
•Outpatient medical and lab – (i) Cleaning expense, (ii) ground rent expense, (iii) insurance expense, (iv) roads and grounds expense, (v) security expense, and (vi) other administrative expense.
•CCRC – (i) Cleaning and supplies, (ii) insurance expense, (iii) marketing expense, and (iv) other administrative expense.
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The following tables summarize information for the reportable segments for the year ended December 31, 2022 (in thousands):
Outpatient Medical Lab CCRC Total
Total revenues $ 725,370  $ 817,573  $ 494,935  $ 2,037,878 
Government grant income(1)
 —  —  6,765  6,765 
Healthpeak’s share of unconsolidated joint venture total revenues 2,999  9,921  —  12,920 
Healthpeak’s share of unconsolidated joint venture government grant income —  —  380  380 
Noncontrolling interests’ share of consolidated joint venture total revenues (35,717) (268) —  (35,985)
Operating expenses(2)
 (253,309) (209,143) (400,539) (862,991)
Healthpeak’s share of unconsolidated joint venture operating expenses (1,178) (2,883) —  (4,061)
Noncontrolling interests’ share of consolidated joint venture operating expenses 10,317  87  —  10,404 
Adjustments to NOI(3)
 (15,513) (62,754) 2,300  (75,967)
Adjusted NOI for reportable segments $ 432,969  $ 552,533  $ 103,841  $ 1,089,343 
Plus: Adjustments to NOI(3)
 75,967 
Interest income and other 23,300 
Interest expense (172,944)
Depreciation and amortization (710,569)
General and administrative (131,033)
Transaction and merger-related costs (4,853)
Impairments and loan loss reserves, net (7,004)
Gain (loss) on sales of real estate, net 9,078 
Other income (expense), net 326,268 
Less: Government grant income (6,765)
Less: Healthpeak’s share of unconsolidated joint venture Adjusted NOI (9,239)
Plus: Noncontrolling interests’ share of consolidated joint venture Adjusted NOI 25,581 
Income (loss) before income taxes and equity income (loss) from unconsolidated joint ventures $ 507,130 
_______________________________________
(1)Represents government grant income received under the CARES Act, which is recorded in other income (expense), net in the Consolidated Statements of Operations (see Note 2).
(2)See reconciliation of significant expense categories below.
(3)Represents straight-line rents, amortization of market lease intangibles, net, actuarial reserves for insurance claims that have been incurred but not reported, deferral of community fees, and termination fees. Includes the Company’s share of income (loss) generated by unconsolidated joint ventures and excludes noncontrolling interests’ share of income (loss) generated by consolidated joint ventures.
The following table summarizes the Company’s significant expense categories by reportable segment for the year ended December 31, 2022 (in thousands):
Outpatient Medical Lab CCRC
Compensation and property management
 $ 27,807  $ 16,817  $ 251,804 
Food
 —  —  23,641 
Real estate taxes
 59,992  75,459  14,090 
Repairs and maintenance
 36,439  26,884  16,522 
Utilities
 43,329  41,087  21,219 
Other segment items(1)
 85,742  48,896  73,263 
Operating expenses
 $ 253,309  $ 209,143  $ 400,539 
_______________________________________
(1)Other segment items for each segment include:
•Outpatient medical and lab – (i) Cleaning expense, (ii) ground rent expense, (iii) insurance expense, (iv) roads and grounds expense, (v) security expense, and (vi) other administrative expense.
•CCRC – (i) Cleaning and supplies, (ii) insurance expense, (iii) marketing expense, and (iv) other administrative expense.
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The following table summarizes the Company’s revenues by reportable segment (in thousands):
 
December 31,
Segment 2024 2023 2022
Outpatient medical
 $ 1,205,744  $ 753,479  $ 725,370 
Lab
 881,452  878,326  817,573 
CCRC 568,475  527,417  494,935 
Total revenues for reportable segments
 2,655,671  2,159,222  2,037,878 
Interest income and other
 44,778  21,781  23,300 
Total revenues $ 2,700,449  $ 2,181,003  $ 2,061,178 
At December 31, 2024, goodwill of $69 million was allocated to the Company’s segment assets as follows: (i) $65 million for outpatient medical, (ii) $2 million for CCRC, and (iii) $2 million for other non-reportable. At December 31, 2023, goodwill of $18 million was allocated to the Company’s segment assets as follows: (i) $14 million for outpatient medical, (ii) $2 million for CCRC, and (iii) $2 million for other non-reportable.
NOTE 17.     Income Taxes
The Company has elected to be taxed as a REIT under the applicable provisions of the Code beginning with the year ended December 31, 1985. The Company has also elected for certain of its subsidiaries to be treated as TRSs (the “TRS entities”), which are subject to federal and state income taxes. All entities other than the TRS entities are collectively referred to as the “REIT” within this Note 17. Certain REIT entities are also subject to state and local income taxes.
Distributions with respect to the Company’s common stock can be characterized for federal income tax purposes as ordinary dividends, capital gains, nondividend distributions, or a combination thereof.
The following table shows the characterization of the Company’s annual common stock distributions per share:
Year Ended December 31,
2024 2023 2022
Ordinary dividends(1)
 $ 0.720440  $ 0.909692  $ 0.872948 
Capital gains(2)(3)
 0.295060  0.116992  0.183208 
Nondividend distributions 0.184500  0.173316  0.143844 
$ 1.200000  $ 1.200000  $ 1.200000 
_______________________________________
(1)For the year ended December 31, 2024, all $0.720440 of ordinary dividends qualified as business income for purposes of Code Section 199A. For the year ended December 31, 2023, the amount includes $0.882312 of ordinary dividends qualified as business income for purposes of Code Section 199A and $0.027380 of qualified dividend income for purposes of Code Section 1(h)(11). For the year ended December 31, 2022, all $0.872948 of ordinary dividends qualified as business income for purposes of Code Section 199A.
(2)For the years ended December 31, 2024, 2023, and 2022, the amount includes $0.215960, $0.036256, and $0.017760, respectively, of unrecaptured Code Section 1250 gain. Pursuant to Treasury Regulation Section 1.1061-6(c), the Company is disclosing additional information related to the capital gain dividends for purposes of Section 1061 of the Code. Code Section 1061 is generally applicable to direct and indirect holders of “applicable partnership interests.” For the years ended December 31, 2024 and 2023, the “One Year Amounts” and “Three Year Amounts” are each zero, since all capital gains relate to Code Section 1231 gains. For the year ended December 31, 2022, the “One Year Amounts” and “Three Year Amounts” are each 89.6708% of the total capital gain distributions and the remaining capital gain distributions are attributable to Code Section 1231 gains, which are not subject to Code Section 1061.
(3)For the years ended December 31, 2024, 2023, and 2022, 100%, 100%, and 10.3292%, respectively, of the capital gain distributions represent gains from dispositions of U.S. real property interests pursuant to Code Section 897 for foreign shareholders.
The Company’s pretax income (loss) from continuing operations for the years ended December 31, 2024, 2023, and 2022 was $272 million, $325 million, and $509 million, respectively, of which $217 million, $318 million, and $527 million was attributable to the REIT entities for the years then ended. The TRS entities subject to tax reported income (losses) before income taxes from continuing operations of $55 million, $7 million, and $(18) million for the years ended December 31, 2024, 2023, and 2022, respectively.
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The total income tax benefit (expense) from continuing operations consists of the following components (in thousands):
Year Ended December 31,
2024 2023 2022
Current
Federal $ (2,389) $ (1,663) $ (632)
State (3,654) (3,325) (689)
Total current $ (6,043) $ (4,988) $ (1,321)
Deferred
Federal $ (3,429) $ 11,682  $ 3,157 
State 5,122  2,923  2,589 
Total deferred $ 1,693  $ 14,605  $ 5,746 
Total income tax benefit (expense) from continuing operations $ (4,350) $ 9,617  $ 4,425 
The Company’s income tax benefit from discontinued operations was zero, zero, and $0.3 million for the years ended December 31, 2024, 2023, and 2022, respectively (see Note 5).
The following table reconciles income tax benefit (expense) from continuing operations at statutory rates to actual income tax benefit (expense) recorded (in thousands):
Year Ended December 31,
2024 2023 2022
Tax benefit (expense) at U.S. federal statutory income tax rate on income or loss subject to tax $ (11,601) $ (1,404) $ 3,698 
State income tax benefit (expense), net of federal tax (1,389) (1,035) 911 
Gross receipts and margin taxes (1,774) (1,647) (956)
Return to provision adjustments (287) (90) 1,260 
Change in valuation allowance for deferred tax assets 10,698  13,797  194 
Change in tax status of TRS 3  (4) (682)
Total income tax benefit (expense) from continuing operations $ (4,350) $ 9,617  $ 4,425 
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Deferred income taxes reflect the net effects of temporary differences between the carrying amounts of the assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The following table summarizes the significant components of the Company’s deferred tax assets and liabilities from continuing operations (in thousands):
December 31,
2024 2023 2022
Deferred tax assets:
Deferred revenue $ 103,470  $ 103,530  $ 102,504 
Net operating loss carryforward 50,041  54,136  62,280 
Expense accruals 11,787  12,324  12,399 
Real estate 195  850  150 
Other 49  58  689 
Total deferred tax assets 165,542  170,898  178,022 
Valuation allowance (2,306) (13,004) (26,098)
Deferred tax assets, net of valuation allowance $ 163,236  $ 157,894  $ 151,924 
Deferred tax liabilities:
Real estate $ 47,268  $ 43,488  $ 52,266 
Other 876  818  674 
Deferred tax liabilities $ 48,144  $ 44,306  $ 52,940 
Net deferred tax assets $ 115,092  $ 113,588  $ 98,984 
Net deferred tax assets are included in other assets, net on the Consolidated Balance Sheets.
The Company records a valuation allowance against deferred tax assets in certain jurisdictions when it is not more likely than not that it can realize the related deferred tax assets. The deferred tax asset valuation allowance is adequate to reduce the total deferred tax assets to an amount that the Company estimates will “more-likely-than-not” be realized.
As of December 31, 2022, the Company recorded a valuation allowance against certain SHOP deferred tax assets generated by net operating losses (“NOLs”) of its TRS entities. During the years ended December 31, 2024 and 2023, the Company concluded that it was more likely than not that certain deferred tax assets (primarily NOL carryforwards) would be realized. During the year ended December 31, 2023, this conclusion was based on estimates of future taxable income for certain TRS entities in connection with the Callan Ridge JV transaction (see also Notes 5 and 9). Accordingly, the Company reversed a portion of the deferred tax asset valuation allowance and recognized an income tax benefit of $14 million during the year ended December 31, 2023. During the year ended December 31, 2024, the Company recognized an income tax expense of $12 million in conjunction with the closing of the Callan Ridge JV transaction. Additionally, during the year ended December 31, 2024, the Company completed a merger of certain TRS entities and as a result, reversed a portion of the deferred tax asset valuation allowance and recognized an income tax benefit of $11 million. As of December 31, 2024, 2023, and 2022, the Company had a deferred tax asset valuation allowance of $2 million, $13 million, and $26 million, respectively.
At December 31, 2024, the Company had a NOL carryforward of $193 million related to the TRS entities. If unused, $2 million will begin to expire in 2035. The remainder, totaling $191 million, may be carried forward indefinitely.
The following table summarizes the Company’s unrecognized tax benefits (in thousands):
December 31,
2024 2023 2022
Total unrecognized tax benefits at January 1 $ —  $ —  $ 469 
Gross amount of decreases for prior years’ tax positions —  —  (469)
Total unrecognized tax benefits at December 31 $ —  $ —  $ — 
For the years ended December 31, 2024, 2023, and 2022 the Company had no unrecognized tax benefits.
The Company files numerous U.S. federal, state, and local income and franchise tax returns. With a few exceptions, the Company is no longer subject to U.S. federal, state, or local tax examinations by taxing authorities for years prior to 2021.
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NOTE 18.    Supplemental Cash Flow Information
The following table provides supplemental cash flow information (in thousands):
Year Ended December 31,
2024 2023 2022
Supplemental cash flow information:
Interest paid, net of capitalized interest $ 249,471  $ 188,213  $ 162,115 
Income taxes paid (refunded) 7,862  1,923  (1,903)
Capitalized interest 69,256  56,849  41,046 
Cash paid for amounts included in the measurement of lease liability for operating leases 21,277  21,488  12,594 
Supplemental schedule of non-cash investing and financing activities:
Increase in ROU asset in exchange for new lease liability related to operating leases 15,457  3,951  9,454 
Accrued construction costs 136,767  105,572  178,626 
Net noncash impact from the consolidation of property previously held in an unconsolidated joint venture —  993  — 
Retained investment in connection with South San Francisco JVs transaction (see Note 9)
 —  —  293,265 
Retained investment in connection with Callan Ridge JV (see Note 9)
 69,255  —  — 
Non-cash assets and liabilities assumed in connection with the Merger (see Note 3)
 2,926,141  —  — 
Seller financing provided on disposition of real estate assets (see Note 8)
 418,389  —  — 
Operating, investing, and financing cash flows in the Consolidated Statements of Cash Flows are reported inclusive of both cash flows from continuing operations and cash flows from discontinued operations. The following table summarizes certain cash flow information related to discontinued operations (in thousands):
Year Ended December 31,
2024 2023 2022
Leasing costs, tenant improvements, and recurring capital expenditures $ —  $ —  $ 21 
Development, redevelopment, and other major improvements of real estate —  —  18 
Depreciation and amortization of real estate, in-place lease, and other intangibles —  —  — 
The following table summarizes cash, cash equivalents, and restricted cash (in thousands):
Year Ended December 31,
2024 2023 2022 2024 2023 2022 2024 2023 2022
Continuing operations Discontinued operations Total
Beginning of year:
Cash and cash equivalents $ 117,635  $ 72,032  $ 158,287  $ —  $ —  $ 7,707  $ 117,635  $ 72,032  $ 165,994 
Restricted cash 51,388  54,802  53,454  —  —  —  51,388  54,802  53,454 
Cash, cash equivalents, and restricted cash $ 169,023  $ 126,834  $ 211,741  $ —  $ —  $ 7,707  $ 169,023  $ 126,834  $ 219,448 
End of year:
Cash and cash equivalents $ 119,818  $ 117,635  $ 72,032  $ —  $ —  $ —  $ 119,818  $ 117,635  $ 72,032 
Restricted cash 64,487  51,388  54,802  —  —  —  64,487  51,388  54,802 
Cash, cash equivalents, and restricted cash $ 184,305  $ 169,023  $ 126,834  $ —  $ —  $ —  $ 184,305  $ 169,023  $ 126,834 

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NOTE 19.    Variable Interest Entities
Operating Subsidiary
Healthpeak OP is the Company’s operating subsidiary and a limited liability company that has governing provisions that are the functional equivalent of a limited partnership. The Company holds a membership interest in Healthpeak OP, acts as the managing member of Healthpeak OP, and exercises full responsibility, discretion, and control over the day-to-day management of Healthpeak OP. Because the noncontrolling interests in Healthpeak OP do not have substantive liquidation rights, substantive kick-out rights without cause, or substantive participating rights, the Company has determined that Healthpeak OP is a VIE. The Company, as managing member, has the power to direct the core activities of Healthpeak OP that most significantly affect Healthpeak OP’s performance, and through its interest in Healthpeak OP, has both the right to receive benefits from and the obligation to absorb losses of Healthpeak OP. Accordingly, the Company is the primary beneficiary of Healthpeak OP and consolidates Healthpeak OP. As the Company conducts its business and holds its assets and liabilities through Healthpeak OP, the total consolidated assets and liabilities, income (losses), and cash flows of Healthpeak OP represent substantially all of the total consolidated assets and liabilities, including the consolidated and unconsolidated entities discussed in this Note 19, income (losses), and cash flows of the Company.
Unconsolidated Variable Interest Entities
At December 31, 2024, the Company had investments in (i) two unconsolidated VIE joint ventures and (ii) the PropTech Investment, an unconsolidated VIE investment in a limited partnership. At December 31, 2023, the Company had investments in two unconsolidated VIE joint ventures. The Company determined it is not the primary beneficiary of and therefore does not consolidate these VIEs because it does not have the ability to control the activities that most significantly impact their economic performance. Except for the Company’s equity interest in the unconsolidated joint ventures (the LLC Investment and Needham Land Parcel JV discussed below) and the PropTech Investment, it has no formal involvement in these VIEs beyond its investments.
LLC Investment. The Company holds a limited partner ownership interest in an unconsolidated LLC (“LLC Investment”) that has been identified as a VIE. The Company’s involvement in the entity is limited to its equity investment as a limited partner and it does not have any substantive participating rights or kick-out rights over the general partner. The assets and liabilities of the entity primarily consist of three hospitals as well as senior housing real estate. Any assets generated by the entity may only be used to settle its contractual obligations (primarily capital expenditures and debt service payments).
PropTech Investment. During the year ended December 31, 2024, the Company made an initial investment of $1 million in a property technology (“PropTech”) fund that makes venture capital investments in early-stage real estate and construction-related companies (the “PropTech Investment”). The Company has an aggregate commitment of $10 million, or approximately 5% of total fund commitments, which is expected to be funded over the next five years. The PropTech Investment has been identified as a VIE. The Company’s involvement in the entity is limited to its equity investment as a limited partner and it does not have any substantive participating rights or kick-out rights over the general partner and given its rights and ownership percentage, the Company has virtually no influence or control. The assets and liabilities of the entity primarily consist of investments in certain PropTech real estate and construction companies. All future investments will be funded with capital contributions from the Company and other limited partners in accordance with their respective commitments.
Needham Land Parcel JV. In December 2021, the Company acquired a 38% interest in a lab development joint venture in Needham, Massachusetts for $13 million. Current equity at risk is not sufficient to finance the joint venture’s activities. The assets and liabilities of the entity primarily consist of real estate and debt service obligations. Any assets generated by the entity may only be used to settle its contractual obligations (primarily development costs and debt service payments). See Note 9 for additional descriptions of the nature, purpose, and operating activities of this unconsolidated VIE and interests therein.
Debt Securities Investment. At December 31, 2022, the Company held $22 million of commercial mortgage-backed securities (“CMBS”) issued by Federal Home Loan Mortgage Corporation (commonly referred to as Freddie Mac) through a special purpose entity that had been identified as a VIE because it was “thinly capitalized.” The CMBS issued by the VIE were backed by mortgage debt obligations on real estate assets. These securities were classified as held-to-maturity because the Company had the intent and ability to hold the securities until maturity. These securities matured on December 31, 2022, and the Company received the related proceeds in January 2023. At each of December 31, 2024 and 2023, there was no balance remaining for these securities.
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The classification of the related assets and liabilities and the maximum loss exposure as a result of the Company’s involvement with these VIEs at December 31, 2024 was as follows (in thousands):
VIE Type Asset Type
Maximum Loss Exposure and Carrying Amount(1)
LLC Investment and PropTech Investment Other assets, net $ 15,815 
Needham Land Parcel JV Investments in and advances to unconsolidated joint ventures 21,348 
_______________________________________
(1)The Company’s maximum loss exposure represents the aggregate carrying amount of such investments.
As of December 31, 2024, the Company had not provided, and is not required to provide, financial support through a liquidity arrangement or otherwise, to its unconsolidated VIEs, including under circumstances in which it could be exposed to further losses (e.g., cash shortfalls).
Consolidated Variable Interest Entities
The Company’s consolidated total assets and total liabilities at December 31, 2024 and 2023 include certain assets of VIEs that can only be used to settle the liabilities of the related VIE. The VIE creditors do not have recourse to the Company.
Ventures V, LLC. The Company holds a 51% ownership interest in and is the managing member of a joint venture entity formed in October 2015 that owns and leases outpatient medical buildings (“Ventures V”). The Company classifies Ventures V as a VIE due to the non-managing member lacking substantive participation rights in the management of Ventures V or kick-out rights over the managing member. The Company consolidates Ventures V as the primary beneficiary because it has the ability to control the activities that most significantly impact the VIE’s economic performance. The assets of Ventures V primarily consist of leased properties (net real estate), rents receivable, and cash and cash equivalents; its obligations primarily consist of capital expenditures for the properties. Assets generated by Ventures V may only be used to settle its contractual obligations.
MSREI JV.  The Company holds a 51% ownership interest in, and is the managing member of, a joint venture entity formed in August 2018 that owns and leases outpatient medical buildings (the “MSREI JV”). The MSREI JV is a VIE due to the non-managing member lacking substantive participation rights in the management of the joint venture or kick-out rights over the managing member. The Company consolidates the MSREI JV as the primary beneficiary because it has the ability to control the activities that most significantly impact the VIE’s economic performance. The assets of the MSREI JV primarily consist of leased properties (net real estate), rents receivable, and cash and cash equivalents; its obligations primarily consist of capital expenditures for the properties. Assets generated by the MSREI JV may only be used to settle its contractual obligations.
DownREITs. As of December 31, 2024 and 2023, the Company held a controlling ownership interest in and was the managing member of eight and seven DownREITs, respectively. In connection with the Merger, during the three months ended March 31, 2024, Physicians Partnership merged with and into DOC DR OP Sub with DOC DR OP Sub surviving as the Partnership Surviving Entity (see Note 3), which resulted in an increase in VIE assets and liabilities when comparing December 31, 2024 to December 31, 2023. The Company classifies the DownREITs as VIEs due to the non-managing members lacking substantive participation rights in the management of the DownREITs or kick-out rights over the managing member. The Company consolidates the DownREITs as the primary beneficiary because it has the ability to control the activities that most significantly impact these VIEs’ economic performance. The assets of the DownREITs primarily consist of leased properties (net real estate), rents receivable, and cash and cash equivalents; their obligations primarily consist of capital expenditures for the properties, debt service payments, and with respect to DOC DR OP Sub, certain guarantees. Assets generated by the DownREITs (primarily from tenant rents) may only be used to settle their contractual obligations (primarily from debt service and capital expenditures).
Other Consolidated Real Estate Partnerships. The Company holds a controlling ownership interest in and is the general partner (or managing member) of multiple partnerships that own and lease real estate assets (the “Partnerships”). The Company classifies the Partnerships as VIEs due to the limited partners (non-managing members) lacking substantive participation rights in the management of the Partnerships or kick-out rights over the general partner (managing member). The Company consolidates the Partnerships as the primary beneficiary because it has the ability to control the activities that most significantly impact these VIEs’ economic performance. The assets of the Partnerships primarily consist of leased properties (net real estate), rents receivable, and cash and cash equivalents; their obligations primarily consist of debt service payments and capital expenditures for the properties. Assets generated by the Partnerships (primarily from tenant rents) may only be used to settle their contractual obligations (primarily from debt service and capital expenditures).
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Lab JVs. At December 31, 2023, the Company held a 98% or greater ownership interest in multiple joint venture entities that owned and leased lab buildings (the “Lab JVs”). The Lab JVs were VIEs as the members shared in certain decisions of the entities, but substantially all of the activities were performed on behalf of the Company. The Company consolidated the Lab JVs as the primary beneficiary because it had the ability to control the activities that most significantly impacted these VIEs’ economic performance. The assets of the Lab JVs primarily consisted of leased properties (net real estate), rents receivable, and cash and cash equivalents; their obligations primarily consisted of capital expenditures for the properties. Assets generated by the Lab JVs were only used to settle their contractual obligations. In April 2024, the Company acquired the noncontrolling interests associated with these entities (see Note 13) and these entities are no longer included in the VIE assets and liabilities as of December 31, 2024.
Total assets and total liabilities include VIE assets and liabilities, excluding those of Healthpeak OP, as follows (in thousands):
December 31,
2024 2023
Assets
Buildings and improvements $ 4,669,914  $ 2,392,375 
Development costs and construction in progress 92,710  47,481 
Land and improvements 472,232  307,166 
Accumulated depreciation and amortization (761,759) (665,791)
Net real estate 4,473,097  2,081,231 
Loans receivable, net 550,829  — 
Investments in and advances to unconsolidated joint ventures 39,946  — 
Accounts receivable, net 17,357  5,906 
Cash and cash equivalents 32,421  18,410 
Restricted cash 1,029  613 
Intangible assets, net 629,802  56,975 
Right-of-use asset, net 270,918  97,575 
Other assets, net 173,435  79,248 
Total assets $ 6,188,834  $ 2,339,958 
Liabilities
Term loans $ 401,895  $ — 
Senior unsecured notes 1,151,801  — 
Mortgage debt 247,776  144,874 
Intangible liabilities, net 95,315  11,884 
Lease liability 193,421  99,725 
Accounts payable, accrued liabilities, and other liabilities 125,688  54,975 
Deferred revenue 65,358  48,316 
Total liabilities $ 2,281,254  $ 359,774 
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NOTE 20.    Concentration of Credit Risk
Concentrations of credit risk arise when one or more tenants, operators, or obligors related to the Company’s investments are engaged in similar business activities or activities in the same geographic region, or have similar economic features that would cause their ability to meet contractual obligations, including those to the Company, to be similarly affected by changes in economic conditions. The Company regularly monitors various segments of its portfolio to assess potential concentrations of credit risks.
The following table provides information regarding the Company’s concentrations with respect to certain states; the information provided is presented for the gross assets and revenues that are associated with certain real estate assets as percentages of the Company’s total assets and revenues, excluding discontinued operations:
  Percentage of Total Company Assets Percentage of Total Company Revenues
  December 31, Year Ended December 31,
State 2024 2023 2024 2023 2022
California 31 38 25 31 31
Florida 10 10 17 18 18
Texas 11 10 12 11 11
Massachusetts 15 17 9 11 10
The Company’s rental revenue is generated from multiple tenants across its diverse portfolio. As of December 31, 2024, the Company’s two largest tenants, HCA Healthcare, Inc. and CommonSpirit, both of which are in the outpatient medical segment, represented 7% and 3%, respectively, of the Company’s total revenues. All other outpatient medical tenants and all tenants in the lab segment each represented 1% or less of total revenues for the year ended December 31, 2024.
NOTE 21.    Fair Value Measurements
The table below summarizes the carrying amounts and fair values of the Company’s financial instruments either recorded or disclosed on a recurring basis (in thousands):
  December 31,
 
2024(3)
2023(3)
  Carrying Value Fair Value Carrying Value Fair Value
Loans receivable, net(2)
 $ 717,190  $ 729,637  $ 218,450  $ 218,450 
Interest rate swap assets(2)
 35,120  35,120  21,359  21,359 
Bank line of credit and commercial paper(2)
 150,000  150,000  720,000  720,000 
Term loans(2)
 1,646,043  1,646,043  496,824  496,824 
Senior unsecured notes(1)
 6,563,256  6,373,528  5,403,378  5,144,667 
Mortgage debt(2)
 356,750  350,292  256,097  244,135 
_______________________________________
(1)Level 1: Fair value is calculated based on quoted prices in active markets.
(2)Level 2: For loans receivable, net, interest rate swap instruments, and mortgage debt, fair value is based on standardized pricing models in which significant inputs or value drivers are observable in active markets. For bank line of credit, commercial paper, and term loans, the carrying values are a reasonable estimate of fair value because the borrowings are primarily based on market interest rates and the Company’s credit rating.
(3)During the years ended December 31, 2024 and 2023, there were no material transfers of financial assets or liabilities within the fair value hierarchy.
NOTE 22.    Derivative Financial Instruments
The Company uses derivative instruments to mitigate the effects of interest rate fluctuations on specific forecasted transactions as well as recognized financial obligations or assets. Utilizing derivative instruments allows the Company to manage the risk of fluctuations in interest rates and their related potential impact on future earnings and cash flows. The Company does not use derivative instruments for speculative or trading purposes. At December 31, 2024, a one percentage point increase or decrease in the underlying interest rate curve would result in a corresponding increase or decrease in the fair value of the derivative instruments by up to $53 million.
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During the year ended December 31, 2022, the Company recognized a $2 million increase in the fair value of its interest rate cap instruments within other income (expense), net. In April 2022, the Company terminated these interest rate cap instruments and entered into two interest rate swap instruments that are designated as cash flow hedges and mature in May 2026 on $142 million of variable rate mortgage debt secured by a portfolio of outpatient medical buildings (see Note 11). In February 2023, the Company modified these two interest rate swap instruments to reflect the change in the related variable rate mortgage debt’s interest rate benchmarks from LIBOR to SOFR (see Note 11).
In August 2022, the Company entered into two forward-starting interest rate swap instruments on the $500 million aggregate principal amount of the 2027 Term Loans (see Note 11). The interest rate swap instruments are designated as cash flow hedges.
In January 2024, the Company entered into forward-starting interest rate swap instruments on the $750 million aggregate principal amount of the 2029 Term Loan (see Note 11). The interest rate swap instruments are designated as cash flow hedges.
Additionally, on March 1, 2024, concurrently with the consummation of the Merger, the Company acquired: (i) three interest rate swap instruments on the $400 million aggregate principal amount of the 2028 Term Loan that are designated as cash flow hedges and (ii) one interest rate swap instrument on $36 million of variable rate mortgage debt that was designated as a cash flow hedge (see Note 11) prior to its maturity in October 2024.
The following table summarizes the Company’s interest rate swap instruments (in thousands):
Fair Value(2)
Date Entered(1)
 Maturity Date Hedge Designation Notional Amount Pay Rate Receive Rate December 31,
2024		 December 31,
2023
April 2022 May 2026 Cash flow $ 51,100  4.99 %
USD-SOFR w/ -5 Day Lookback + 2.50%
 $ 1,050  $ 1,602 
April 2022 May 2026 Cash flow 91,000  4.54 %
USD-SOFR w/ -5 Day Lookback + 2.05%
 1,870  2,851 
August 2022 February 2027 Cash flow 250,000  2.60 % 1 mo. USD-SOFR CME Term 7,224  7,933 
August 2022 August 2027 Cash flow 250,000  2.54 % 1 mo. USD-SOFR CME Term 9,122  8,973 
May 2023(3)(4)
 May 2028 Cash flow 400,000  3.59 % USD-SOFR w/ -5 Day Lookback 4,887  — 
January 2024(5)
 February 2029 Cash flow 750,000  3.59 % USD-SOFR w/ -5 Day Lookback 10,967  — 
$ 35,120  $ 21,359 
_____________________________
(1)Represents interest rate swap instruments that hedge fluctuations in interest payments on variable rate debt by converting the interest rates to fixed interest rates. The changes in fair value of designated derivatives that qualify as cash flow hedges are recorded in accumulated other comprehensive income (loss) on the Consolidated Balance Sheets.
(2)Derivative assets are recorded at fair value in other assets, net on the Consolidated Balance Sheets.
(3)Includes interest rate swap instruments acquired as part of the Merger (see Note 3). The interest rate swap instrument on $36 million of mortgage debt that was acquired as part of the Merger matured in October 2024 and has been excluded herein. These interest rate swap instruments were redesignated as cash flow hedges on the Closing Date. As a result of the Merger, the aggregate fair value of these interest rate swap instruments was determined to be $7 million on March 1, 2024, which was recognized within other assets, net on the Consolidated Balance Sheets on the Closing Date. The aggregate fair value as of the Closing Date is being amortized into interest expense on the Consolidated Statements of Operations over the terms of the related interest rate swap instruments. During the year ended December 31, 2024, the Company recognized $2 million of related amortization into interest expense.
(4)Includes two interest rate swap instruments each with notional amounts of $110 million and one interest rate swap instrument with a notional amount of $180 million.
(5)Includes the following: (i) two interest rate swap instruments each with a pay rate of 3.56% and $50 million notional amount; (ii) three interest rate swap instruments each with a pay rate of 3.57% and $50 million notional amount; (iii) one interest rate swap instrument with a pay rate of 3.58% and $100 million notional amount; (iv) five interest rate swap instruments each with a pay rate of 3.60% and $50 million notional amount; and (v) three interest rate swap instruments each with a pay rate of 3.61% and $50 million notional amount.
NOTE 23.    Accounts Payable, Accrued Liabilities, and Other Liabilities
The following table summarizes the Company’s accounts payable, accrued liabilities, and other liabilities (in thousands):
December 31,
2024 2023
Refundable entrance fees $ 236,563  $ 251,874 
Accrued construction costs 136,767  105,572 
Accrued interest 76,040  59,492 
Other accounts payable and accrued liabilities 275,972  240,258 
Accounts payable, accrued liabilities, and other liabilities $ 725,342  $ 657,196 
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NOTE 24.    Deferred Revenue
The following table summarizes the Company’s deferred revenue, excluding deferred revenue related to assets classified as held for sale (in thousands):
December 31,
2024 2023
Non-refundable entrance fees(1)
 $ 615,723  $ 562,026 
Other deferred revenue(2)
 324,413  343,607 
Deferred revenue $ 940,136  $ 905,633 
_______________________________________
(1)During the years ended December 31, 2024 and 2023, the Company collected non-refundable entrance fees of $143 million and $127 million, respectively. During the years ended December 31, 2024, 2023, and 2022, the Company recognized amortization of $89 million, $83 million, and $79 million, respectively, which is included within resident fees and services on the Consolidated Statements of Operations.
(2)Other deferred revenue is primarily comprised of prepaid rent, deferred rent, and tenant-funded tenant improvements owned by the Company. During the years ended December 31, 2024, 2023, and 2022, the Company recognized amortization related to other deferred revenue of $53 million, $68 million, and $44 million, respectively, which is included in rental and related revenues on the Consolidated Statements of Operations.
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Schedule II: Valuation and Qualifying Accounts
(In thousands)
Allowance Accounts(1)
 Additions
Year Ended
December 31,		 Balance at
Beginning of
Year		 Amounts
Charged
Against
Operations, net		 Acquired
Properties
Deductions(2)
 Balance at
End of Year
Continuing operations:
2024 $ 2,282  $ —  $ —  $ (39) $ 2,243 
2023 2,399  —  —  (117) 2,282 
2022 1,870  529  —  —  2,399 
Discontinued operations:
2024 $ —  $ —  $ —  $ —  $ — 
2023 —  —  —  —  — 
2022 4,138  —  —  (4,138) — 
_______________________________________
(1)Includes allowance for doubtful accounts. Excludes reserves for loan losses which are disclosed in Note 8 to the Consolidated Financial Statements.
(2)Primarily includes the write-off of uncollectible accounts, dispositions, and other net reductions in the reserves.
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Schedule III: Real Estate and Accumulated Depreciation
(in thousands)
Encumbrances at December 31, 2024 Initial Cost to Company
Costs Capitalized Subsequent to Acquisition(3)
 Gross Amount at Which Carried
As of December 31, 2024
Accumulated Depreciation(5)
Year Constructed(6)
 Year Acquired
City State
Land and improvements(1)
Buildings and Improvements(2)
 Land and improvements Buildings and Improvements
Total(4)
Outpatient medical
638 Anchorage AK $ —  $ 1,456  $ 10,650  $ 10,740  $ 1,456  $ 21,390  $ 22,846  $ (10,227) 1993/2014 2006
AL0006 Birmingham AL —  382  8,522  —  382  8,522  8,904  (376) 1975 2024
AL0010 Birmingham AL —  2,975  9,317  147  2,975  9,464  12,439  (590) 2005 2024
AL0012 Birmingham AL —  3,925  17,289  36  3,925  17,325  21,250  (747) 2012 2024
AL0003 Fairhope AL —  1,714  6,265  125  1,714  6,390  8,104  (305) 2005 2024
AL0005 Foley AL —  569  691  —  569  691  1,260  (49) 2002 2024
AL0011 Huntsville AL —  4,771  25,636  461  4,771  26,097  30,868  (1,155) 2006 2024
3026 Bentonville AR —  912  21,724  735  912  22,459  23,371  (2,768) 2003 2022
AR0005 Hot Springs AR —  108  8,819  —  108  8,819  8,927  (411) 1998 2024
AR0006 Hot Springs AR —  211  4,324  763  238  5,060  5,298  (240) 2001 2024
AR0007 Hot Springs AR —  464  9,076  745  464  9,821  10,285  (503) 2009 2024
AR0008 Hot Springs AR —  49  3,667  —  49  3,667  3,716  (171) 2001 2024
AR0004 Hot Springs Village AR —  656  3,238  384  656  3,622  4,278  (183) 1988 2024
AR0001 Little Rock AR —  822  7,018  —  822  7,018  7,840  (460) 2012 2024
AR0002 Little Rock AR —  780  3,323  —  780  3,323  4,103  (195) 1988 2024
126 Sherwood AR —  709  9,604  242  709  9,846  10,555  (7,236) 1990 1989
2572 Springdale AR —  —  27,714  —  —  27,714  27,714  (7,329) 1995 2016
AZ0002 Avondale AZ —  2,694  11,388  564  3,455  11,191  14,646  (657) 2006 2024
520 Chandler AZ —  3,669  13,503  6,076  4,041  19,207  23,248  (9,866) 2005 2002
113 Glendale AZ —  1,565  7,050  175  1,565  7,225  8,790  (5,491) 1989 1988
AZ0001 Glendale AZ —  640  2,473  (9) 640  2,464  3,104  (131) 2004 2024
AZ0008 Glendale AZ —  2,692  6,538  —  2,692  6,538  9,230  (329) 2015 2024
AZ0003 Goodyear AZ —  4,139  18,196  457  4,139  18,653  22,792  (974) 2006 2024
2040 Mesa AZ —  —  17,314  3,895  —  21,209  21,209  (5,449) 2007 2012
AZ0012 Mesa AZ —  1,124  2,121  100  1,124  2,221  3,345  (131) 2013 2024
AZ0005 Phoenix AZ —  405  32,432  236  405  32,668  33,073  (1,277) 2008 2024
AZ0007 Phoenix AZ —  2,528  3,495  —  2,528  3,495  6,023  (164) 1988 2024
AZ0015 Phoenix AZ —  218  17,922  332  218  18,254  18,472  (668) 2020 2024
AZ00A7 Phoenix AZ —  2,526  694  624  2,526  1,318  3,844  (35) 1988 2024
2021 Scottsdale AZ —  —  12,312  5,124  —  17,436  17,436  (7,674) 1984 2012
2022 Scottsdale AZ —  —  9,179  3,733  —  12,912  12,912  (5,455) 1996 2012
2023 Scottsdale AZ —  —  6,398  2,370  —  8,768  8,768  (3,694) 2000 2012
2024 Scottsdale AZ —  —  9,522  1,700  32  11,190  11,222  (5,284) 2007 2012
2025 Scottsdale AZ —  —  4,102  2,557  —  6,659  6,659  (2,901) 1981 2012
2026 Scottsdale AZ —  —  3,655  2,087  —  5,742  5,742  (2,905) 1992 2012
2027 Scottsdale AZ —  —  7,168  2,410  —  9,578  9,578  (4,722) 1995 2012
2028 Scottsdale AZ —  —  6,659  5,237  —  11,896  11,896  (6,013) 1998 2012
2696 Scottsdale AZ —  10,151  14,925  20  9,234  15,862  25,096  (3,118) 1998 2020
AZ0009 Scottsdale AZ —  2,563  9,361  —  2,563  9,361  11,924  (449) 2000 2024
AZ0010 Scottsdale AZ —  1,096  19,515  —  1,096  19,515  20,611  (842) 2000 2024
AZ0011 Scottsdale AZ —  2,809  2,646  —  2,809  2,646  5,455  (217) 1991 2024
AZ0014 Scottsdale AZ —  506  43,211  3,451  506  46,662  47,168  (1,448) 2021 2024
1041 Brentwood CA —  —  30,864  9,176  122  39,918  40,040  (16,525) 2004 2006
1200 Encino CA —  6,151  10,438  6,680  6,373  16,896  23,269  (8,545) 1973 2006
1038 Fresno CA —  3,652  29,113  21,935  3,652  51,048  54,700  (25,001) 1984 2006
659 Los Gatos CA —  1,718  3,124  1,393  1,796  4,439  6,235  (2,231) 1995 2006
421 San Diego CA —  2,910  19,984  15,149  2,964  35,079  38,043  (19,150) 1986/2013 1999
564 San Jose CA —  1,935  1,728  2,595  1,935  4,323  6,258  (1,905) 1968 2003
565 San Jose CA —  1,460  7,672  2,273  1,492  9,913  11,405  (5,460) 1995 2003
CA0001 Walnut Creek CA —  1,533  5,116  —  1,533  5,116  6,649  (255) 1984 2024
CA0002 Walnut Creek CA —  1,189  1,179  —  1,189  1,179  2,368  (74) 1984 2024
CA0003 Walnut Creek CA —  1,168  1,368  —  1,168  1,368  2,536  (81) 1984 2024
CA0004 Walnut Creek CA —  3,143  5,390  —  3,143  5,390  8,533  (299) 1984 2024
CA0005 Walnut Creek CA —  1,140  2,260  —  1,140  2,260  3,400  (118) 1984 2024
440 West Hills CA —  2,100  11,595  12,917  2,203  24,409  26,612  (9,359) 1992/2023 1999
3008 West Hills CA 12,137  5,795  13,933  3,872  5,823  17,777  23,600  (2,536) 1965 2021
728 Aurora CO —  —  8,764  2,794  —  11,558  11,558  (4,589) 2005 2005
1196 Aurora CO —  210  12,362  5,923  210  18,285  18,495  (8,389) 1981/2018 2006
1197 Aurora CO —  200  8,414  6,235  285  14,564  14,849  (7,259) 1994/2018 2006
2965 Aurora CO —  —  —  39,026  —  39,026  39,026  —  —  2023
127 Colorado Springs CO —  690  8,338  367  690  8,705  9,395  (6,267) 1990 1989
882 Colorado Springs CO —  —  12,933  8,913  —  21,846  21,846  (11,516) 2007 2006
1199 Denver CO —  493  7,897  1,642  604  9,428  10,032  (4,874) 1993 2006
808 Englewood CO —  —  8,616  6,221  —  14,837  14,837  (7,838) 1981 2005
809 Englewood CO —  —  8,449  20,199  —  28,648  28,648  (7,329) 1990/2023 2005
810 Englewood CO —  —  8,040  16,738  —  24,778  24,778  (10,816) 1989/2023 2005
811 Englewood CO —  —  8,472  12,707  —  21,179  21,179  (8,346) 1993/2020 2005
CO0005 Englewood CO —  1,994  6,363  575  1,994  6,938  8,932  (638) 2002 2024
CO0002 Frisco CO —  370  3,235  —  370  3,235  3,605  (196) 2006 2024
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Encumbrances at December 31, 2024 Initial Cost to Company
Costs Capitalized Subsequent to Acquisition(3)
 Gross Amount at Which Carried
As of December 31, 2024
Accumulated Depreciation(5)
Year Constructed(6)
 Year Acquired
City State
Land and improvements(1)
Buildings and Improvements(2)
 Land and improvements Buildings and Improvements
Total(4)
2658 Highlands Ranch CO —  1,637  10,063  95  1,732  10,063  11,795  (2,730) 2015 2017
CO0001 Johnstown CO —  1,254  5,646  —  1,254  5,646  6,900  (271) 2013 2024
812 Littleton CO —  —  4,562  2,383  —  6,945  6,945  (3,582) 1987 2005
813 Littleton CO —  —  4,926  2,189  246  6,869  7,115  (3,058) 1990 2005
570 Lone Tree CO —  —  —  21,731  —  21,731  21,731  (10,737) 2004 2003
666 Lone Tree CO —  —  23,274  3,959  17  27,216  27,233  (13,399) 2003 2006
2233 Lone Tree CO —  —  6,734  34,699  —  41,433  41,433  (14,519) 2015 2014
3000 Lone Tree CO —  4,393  31,643  10,249  4,552  41,733  46,285  (5,919) 2020 2021
510 Thornton CO —  236  10,206  14,228  455  24,215  24,670  (9,530) 2001/2021 2002
CO0004 Thornton CO —  1,843  2,302  —  1,843  2,302  4,145  (158) 2014 2024
CT0002 Manchester CT —  2,159  4,828  62  2,164  4,885  7,049  (251) 2012 2024
CT0003 Manchester CT —  1,620  7,364  11  1,620  7,375  8,995  (346) 2017 2024
CT0001 Plainville CT —  3,515  15,515  113  3,520  15,623  19,143  (865) 2015 2024
CT0004 Plainville CT —  1,445  3,161  7  1,445  3,168  4,613  (216) 1998 2024
DE0001 Dover DE —  1,483  34,034  379  1,577  34,319  35,896  (1,555) 2008 2024
434 Atlantis FL —  —  2,027  182  —  2,209  2,209  (1,530) 1997 1999
435 Atlantis FL —  —  2,000  738  —  2,738  2,738  (1,723) 1997 1999
602 Atlantis FL —  455  2,231  729  455  2,960  3,415  (1,475) 1984 2006
FL0012 Atlantis FL —  100  8,120  305  100  8,425  8,525  (340) 2002 2024
FL0033 Brandon FL —  1,219  29,984  48  1,219  30,032  31,251  (1,321) 2017 2024
3217 Brandon FL —  —  —  10,057  —  10,057  10,057  —  —  2024
2963 Brooksville FL —  —  —  13,292  —  13,292  13,292  (2,141) 2020 2019
604 Englewood FL —  170  1,134  1,118  230  2,192  2,422  (965) 1986 2006
FL0004 Englewood FL —  478  1,974  —  478  1,974  2,452  (125) 1992 2024
FL0032 Jacksonville FL 60,025  5,738  88,295  —  5,738  88,295  94,033  (3,747) 2015 2024
609 Kissimmee FL —  788  174  798  788  972  1,760  (364) 1978 2006
610 Kissimmee FL —  481  347  465  488  805  1,293  (378) 1978 2006
671 Kissimmee FL —  —  7,574  1,052  —  8,626  8,626  (4,000) 1998 2006
FL0008 Lady Lake FL —  921  7,403  81  921  7,484  8,405  (217) 2011 2024
603 Lake Worth FL —  1,507  2,894  537  1,507  3,431  4,938  (1,609) 1997 2006
612 Margate FL —  1,553  6,898  4,180  1,553  11,078  12,631  (5,692) 1994 2006
613 Miami FL —  4,392  11,841  11,642  4,454  23,421  27,875  (9,527) 1995/2020 2006
2202 Miami FL —  —  13,123  10,870  —  23,993  23,993  (11,737) 1973 2014
2203 Miami FL —  —  8,877  5,310  —  14,187  14,187  (6,044) 1986 2014
1067 Milton FL —  —  8,566  1,555  —  10,121  10,121  (4,470) 2003 2006
2577 Naples FL —  —  29,186  1,805  —  30,991  30,991  (8,021) 1999 2016
2578 Naples FL —  —  18,819  667  —  19,486  19,486  (4,270) 2007 2016
2964 Okeechobee FL —  —  —  17,797  —  17,797  17,797  (2,120) 2022 2019
2962 Orange Park FL —  —  —  18,302  —  18,302  18,302  (2,649) 2022 2019
563 Orlando FL —  2,144  5,136  13,014  12,830  7,464  20,294  (6,902) 1985 2003
FL0025 Orlando FL —  1,905  16,988  144  1,905  17,132  19,037  (669) 2006 2024
833 Pace FL —  —  10,309  1,621  28  11,902  11,930  (4,886) 2005 2006
834 Pensacola FL —  —  11,166  481  —  11,647  11,647  (4,786) 2005 2006
FL0030 Pensacola FL —  3,475  20,675  —  3,475  20,675  24,150  (864) 2020 2024
673 Plantation FL —  1,091  7,176  2,778  1,091  9,954  11,045  (4,894) 2001 2006
674 Plantation FL —  —  8,273  1,354  —  9,627  9,627  (1,496) 2015 2021
FL0029 Port Charlotte FL —  2,244  6,801  285  2,244  7,086  9,330  (357) 2006 2024
2579 Punta Gorda FL —  —  9,379  139  —  9,518  9,518  (2,250) 2006 2016
2833 St. Petersburg FL —  —  13,754  12,662  —  26,416  26,416  (10,982) 1995/2019 2006
FL0022 Stuart FL —  869  4,496  100  869  4,596  5,465  (176) 2013 2024
FL0026 Stuart FL —  2,882  9,104  692  2,882  9,796  12,678  (470) 2003 2024
FL0003 Venice FL —  1,344  2,910  67  1,344  2,977  4,321  (185) 1987 2024
FL0031 Wesley Chapel FL —  313  29,074  44  313  29,118  29,431  (1,083) 2021 2024
FL0034 Yulee FL —  793  7,994  —  793  7,994  8,787  (406) 2020 2024
887 Atlanta GA —  4,300  13,690  (1,800) 4,300  11,890  16,190  (10,602) 1966/1996 2007
GA0010 Atlanta GA —  1,330  25,942  719  1,330  26,661  27,991  (1,253) 1987 2024
GA0024 Atlanta GA —  1,031  89,809  424  1,031  90,233  91,264  (3,394) 2009 2024
GA0028 Atlanta GA —  603  40,071  86  603  40,157  40,760  (1,530) 2018 2024
GA0030 Buford GA —  —  32,131  10,387  —  42,518  42,518  (867) 2024 2024
GA0026 Duluth GA —  135  11,586  233  135  11,819  11,954  (478) 1994 2024
GA0031 Dunwoody GA —  1,741  3,818  —  1,741  3,818  5,559  (153) 1975 2024
GA0032 Dunwoody GA —  2,219  16,064  14,146  2,219  30,210  32,429  (346) 2024 2024
GA0025 Lawrenceville GA —  182  15,112  283  182  15,395  15,577  (571) 1995 2024
GA0027 Lawrenceville GA —  346  28,592  1,738  346  30,330  30,676  (1,204) 2010 2024
GA3246 Pooler GA —  —  —  10,810  —  10,810  10,810  —  — 2024
3214 Savannah GA —  —  —  33,381  —  33,381  33,381  (100) 2024 2022
2576 Statesboro GA —  —  10,234  1,430  —  11,664  11,664  (3,528) 1999 2016
GA0023 Woodstock GA —  967  26,658  324  967  26,982  27,949  (1,100) 2013 2024
3006 Arlington Heights IL 4,877  3,011  9,651  2,821  3,187  12,296  15,483  (1,998) 1975/2013 2021
2702 Bolingbrook IL —  —  21,237  4,108  —  25,345  25,345  (4,203) 2008 2020
IL0002 Bolingbrook IL —  1,464  8,832  —  1,464  8,832  10,296  (360) 2008 2024
IL0004 Elgin IL —  2,723  15,327  563  2,723  15,890  18,613  (662) 2006 2024
3004 Highland Park IL 5,872  2,767  11,495  1,981  2,767  13,476  16,243  (1,728) 2008 2021
3005 Lockport IL 11,048  3,106  22,645  —  3,106  22,645  25,751  (3,102) 2010 2021
1065 Marion IL —  99  11,538  1,986  100  13,523  13,623  (6,489) 2002 2006
2719 Marion IL —  —  —  5,098  —  5,098  5,098  (684) 2021 2021
130
Table of Contents
Encumbrances at December 31, 2024 Initial Cost to Company
Costs Capitalized Subsequent to Acquisition(3)
 Gross Amount at Which Carried
As of December 31, 2024
Accumulated Depreciation(5)
Year Constructed(6)
 Year Acquired
City State
Land and improvements(1)
Buildings and Improvements(2)
 Land and improvements Buildings and Improvements
Total(4)
IL0005 Palos Heights IL —  2,324  5,087  319  2,324  5,406  7,730  (181) 1985 2024
IL0001 Sandwich IL —  116  10,126  —  116  10,126  10,242  (369) 2007 2024
IN0003 Bloomington IN —  622  3,440  —  622  3,440  4,062  (222) 1996 2024
IN0004 Bloomington IN —  841  2,089  —  841  2,089  2,930  (134) 2000 2024
IN0005 Bloomington IN —  2,830  9,394  —  2,830  9,394  12,224  (584) 2000 2024
IN0006 Bloomington IN —  588  1,414  —  588  1,414  2,002  (91) 2004 2024
IN0007 Bloomington IN —  1,383  7,207  —  1,383  7,207  8,590  (340) 1995 2024
IN0013 Bloomington IN —  1,730  7,304  —  1,730  7,304  9,034  (384) 2008 2024
IN0002 Carmel IN —  38  3,930  658  38  4,588  4,626  (197) 1993 2024
IN0020 Carmel IN —  259  22,311  308  259  22,619  22,878  (763) 2014 2024
IN0021 Fishers IN —  383  34,648  191  383  34,839  35,222  (1,381) 2008 2024
IN0008 Greenwood IN —  1,365  6,934  —  1,365  6,934  8,299  (332) 2008 2024
IN0010 Greenwood IN —  1,015  2,238  1  1,015  2,239  3,254  (122) 2001 2024
IN0011 Greenwood IN —  1,565  10,588  211  1,565  10,799  12,364  (528) 2008 2024
IN0012 Greenwood IN —  993  1,997  42  993  2,039  3,032  (91) 2001 2024
2697 Indianapolis IN —  —  59,746  1,018  —  60,764  60,764  (7,389) 2002 2020
2699 Indianapolis IN —  —  23,211  747  —  23,958  23,958  (3,142) 2002 2020
IN0009 Indianapolis IN —  764  4,084  9  764  4,093  4,857  (209) 1993 2024
IN0022 Indianapolis IN —  3,772  42,213  —  3,772  42,213  45,985  (1,766) 2007 2024
IN0015 Lafayette IN —  845  9,980  —  845  9,980  10,825  (559) 2001 2024
IN0016 Lafayette IN —  1,433  9,059  —  1,433  9,059  10,492  (605) 2001 2024
IN0017 Lafayette IN —  471  1,130  —  471  1,130  1,601  (74) 2001 2024
IN0018 Lafayette IN —  421  1,170  —  421  1,170  1,591  (74) 2004 2024
IN0001 Mishawaka IN —  3,468  8,175  452  3,468  8,627  12,095  (625) 2007 2024
2698 Mooresville IN —  —  20,646  997  —  21,643  21,643  (2,768) 2004 2020
1057 Newburgh IN —  —  14,019  3,659  —  17,678  17,678  (8,867) 2005 2006
IN0025 Newburgh IN —  2,182  13,074  —  2,182  13,074  15,256  (707) 2008 2024
2700 Zionsville IN —  2,969  7,281  871  3,075  8,046  11,121  (1,658) 2005 2020
2039 Kansas City KS —  440  2,173  389  541  2,461  3,002  (842) 2006 2012
112 Overland Park KS —  2,316  10,681  312  2,316  10,993  13,309  (8,428) 1989 1988
2043 Overland Park KS —  —  7,668  1,425  —  9,093  9,093  (2,765) 2009 2012
3062 Overland Park KS —  872  11,813  8  992  11,701  12,693  (3,121) 2007 2019
483 Wichita KS —  530  3,341  820  605  4,086  4,691  (1,831) 2000 2001
3018 Wichita KS —  3,946  39,795  —  3,946  39,795  43,741  (5,560) 1973/2017 2021
1064 Lexington KY —  —  12,726  2,262  —  14,988  14,988  (6,952) 2003 2006
KY0011 Lexington KY —  4,797  18,987  4,218  4,797  23,205  28,002  (1,253) 1992 2024
KY0012 Lexington KY —  1,905  6,918  182  1,905  7,100  9,005  (621) 2000 2024
735 Louisville KY —  936  8,426  13,260  661  21,961  22,622  (12,967) 1971/2019 2005
737 Louisville KY —  835  27,627  7,774  560  35,676  36,236  (18,509) 2002 2005
738 Louisville KY —  780  8,582  4,753  585  13,530  14,115  (10,660) 1978 2005
739 Louisville KY —  826  13,814  3,861  630  17,871  18,501  (8,268) 2003 2005
2834 Louisville KY —  2,983  13,171  5,253  2,983  18,424  21,407  (11,276) 1990 2005
1945 Louisville KY —  3,255  28,644  2,836  3,421  31,314  34,735  (14,486) 2009 2010
1946 Louisville KY —  430  6,125  243  430  6,368  6,798  (2,993) 2002 2010
2237 Louisville KY —  1,519  15,386  6,679  1,672  21,912  23,584  (9,361) 1991 2014
2238 Louisville KY —  1,334  12,172  3,079  1,594  14,991  16,585  (5,989) 1996 2014
2239 Louisville KY —  1,644  10,832  10,093  2,103  20,466  22,569  (8,103) 1988 2014
KY0001 Louisville KY —  1,801  4,672  —  1,801  4,672  6,473  (302) 2013 2024
KY0004 Louisville KY —  383  3,144  263  383  3,407  3,790  (372) 1970 2024
KY0005 Louisville KY —  680  7,568  253  680  7,821  8,501  (522) 1964 2024
KY0006 Louisville KY —  1,774  29,814  —  1,774  29,814  31,588  (1,814) 2003 2024
KY0007 Louisville KY —  3,430  19,016  167  3,430  19,183  22,613  (1,021) 1985 2024
KY0008 Louisville KY —  125  12,503  (72) 125  12,431  12,556  (525) 1991 2024
KY0009 Louisville KY —  48  3,864  17  48  3,881  3,929  (205) 1979 2024
KY0010 Louisville KY —  315  2,585  1,113  315  3,698  4,013  (174) 1974 2024
KY0002 Shepherdsville KY —  973  28,735  571  973  29,306  30,279  (637) 2005 2024
KY0003 Shepherdsville KY —  795  3,355  —  795  3,355  4,150  (193) 2006 2024
3023 Covington LA —  9,490  21,918  (298) 9,507  21,603  31,110  (2,765) 2014 2021
LA0004 Lafayette LA —  353  27,863  (69) 353  27,794  28,147  (744) 2010 2024
LA0001 Metairie LA —  68  38,037  —  68  38,037  38,105  (1,124) 2010 2024
3121 Cambridge MA —  40,663  23,102  —  40,663  23,102  63,765  (2,596) 1983 2021
MD0003 Brandywine MD —  4,757  17,285  —  4,757  17,285  22,042  (903) 2015 2024
1213 Ellicott City MD —  1,115  3,206  2,758  1,357  5,722  7,079  (2,734) 1988 2006
MD0002 Lanham MD —  227  17,283  43  227  17,326  17,553  (584) 2009 2024
1052 Towson MD —  —  14,233  1,231  —  15,464  15,464  (6,681) 2005 2006
MD0001 Waldorf MD —  1,759  6,038  53  1,759  6,091  7,850  (361) 1999 2024
2650 Biddeford ME —  1,341  17,376  (558) 309  17,850  18,159  (3,945) 2007 2017
ME0001 Brunswick ME 4,592  920  10,394  —  920  10,394  11,314  (522) 2008 2024
MI0010 Bay City MI —  705  15,282  15  705  15,297  16,002  (695) 2016 2024
MI0006 Grand Blanc MI —  671  12,097  22  671  12,119  12,790  (675) 2006 2024
MI0011 Gross Pointe MI —  138  12,400  —  138  12,400  12,538  (481) 2016 2024
MI0012 Petoskey MI —  236  17,990  166  236  18,156  18,392  (870) 1993 2024
MI0013 Rochester Hills MI —  1,100  20,278  —  1,100  20,278  21,378  (993) 2011 2024
MI0014 Sterling Heights MI —  310  28,116  84  310  28,200  28,510  (1,005) 2009 2024
MI0008 Traverse City MI —  1,709  18,502  99  1,709  18,601  20,310  (1,045) 2004 2024
MI00A8 Traverse City MI —  255  1,854  —  255  1,854  2,109  (108) 2004 2024
131
Table of Contents
Encumbrances at December 31, 2024 Initial Cost to Company
Costs Capitalized Subsequent to Acquisition(3)
 Gross Amount at Which Carried
As of December 31, 2024
Accumulated Depreciation(5)
Year Constructed(6)
 Year Acquired
City State
Land and improvements(1)
Buildings and Improvements(2)
 Land and improvements Buildings and Improvements
Total(4)
MN0018 Apple Valley MN —  2,541  8,011  —  2,541  8,011  10,552  (494) 1974 2024
3002 Burnsville MN 7,763  2,801  17,779  1,151  2,861  18,870  21,731  (4,793) 1988 2021
3003 Burnsville MN 5,176  516  13,200  461  533  13,644  14,177  (3,137) 1992 2021
3009 Burnsville MN 19,110  4,640  38,064  333  4,664  38,373  43,037  (5,513) 2007 2021
MN0004 Chanhassen MN —  919  2,457  211  919  2,668  3,587  (125) 2008 2024
MN0009 Chanhassen MN —  2,609  9,198  —  2,609  9,198  11,807  (452) 2005 2024
MN0008 Coon Rapids MN —  1,032  4,568  —  1,032  4,568  5,600  (256) 2007 2024
MN0003 Crystal MN —  1,852  7,888  36  1,852  7,924  9,776  (358) 2012 2024
MN0001 Edina MN —  377  7,984  87  377  8,071  8,448  (479) 1979 2024
MN0017 Edina MN —  1,654  3,468  —  1,654  3,468  5,122  (164) 1962 2024
MN0010 Hugo MN —  1,285  2,966  —  1,285  2,966  4,251  (147) 2008 2024
MN0016 Lake Elmo MN —  1,939  5,435  —  1,939  5,435  7,374  (356) 2015 2024
MN0013 Little Falls MN —  75  5,980  —  75  5,980  6,055  (317) 1990 2024
MN0014 Little Falls MN —  580  1,618  —  580  1,618  2,198  (122) 1999 2024
MN0015 Little Falls MN —  59  4,932  3  59  4,935  4,994  (277) 1959 2024
MN0012 Maplewood MN —  716  2,031  —  716  2,031  2,747  (119) 2016 2024
MN0019 Maplewood MN —  4,884  38,366  —  4,884  38,366  43,250  (1,685) 2017 2024
240 Minneapolis MN —  117  13,213  5,655  117  18,868  18,985  (12,664) 1986 1997
300 Minneapolis MN —  160  10,131  4,694  214  14,771  14,985  (9,794) 1987 1998
MN0006 Minnetonka MN —  2,701  14,026  —  2,701  14,026  16,727  (654) 2014 2024
MN0007 Minnetonka MN —  1,927  5,979  —  1,927  5,979  7,906  (272) 2014 2024
MN0002 Savage MN —  1,762  6,075  —  1,762  6,075  7,837  (318) 2011 2024
MN0011 Stillwater MN —  1,161  1,676  34  1,161  1,710  2,871  (128) 2011 2024
MN0005 Vadnais Heights MN —  2,028  12,993  —  2,028  12,993  15,021  (603) 2013 2024
2703 Columbia MO —  4,141  20,364  (13,850) 4,141  6,514  10,655  (2,828) 1997 2020
MO0002 Creve Coeur MO —  1,622  7,209  287  1,622  7,496  9,118  (365) 1989 2024
MO0001 Fenton MO —  1,457  3,589  —  1,457  3,589  5,046  (250) 1999 2024
2032 Independence MO —  —  48,025  1,654  —  49,679  49,679  (13,551) 2006 2012
MO0003 Kansas City MO —  312  23,251  719  312  23,970  24,282  (884) 2015 2024
2866 Kansas City MO —  —  —  13,903  —  13,903  13,903  —  — 2024
2863 Lee's Summit MO —  —  —  16,416  —  16,416  16,416  (3,452) 2020 2019
1078 Flowood MS —  —  8,413  1,487  —  9,900  9,900  (4,512) 2003 2006
MS0001 Grenada MS —  1,200  8,523  491  1,200  9,014  10,214  (373) 1975 2024
1059 Jackson MS —  —  8,868  639  —  9,507  9,507  (4,340) 2002 2006
1060 Jackson MS —  —  7,187  2,038  —  9,225  9,225  (4,107) 2005 2006
MS0002 Jackson MS —  1,664  9,691  —  1,664  9,691  11,355  (463) 1987 2024
MS0003 Jackson MS 19,684  1,681  42,202  9  1,681  42,211  43,892  (1,666) 2013 2024
2657 Shallotte NC —  918  3,609  —  918  3,609  4,527  (1,290) 2017 2017
2655 Wilmington NC —  1,949  12,244  (613) 1,336  12,244  13,580  (2,521) 2003 2017
2656 Wilmington NC —  2,071  11,592  —  2,071  11,592  13,663  (3,005) 2006 2017
ND0001 Jamestown ND —  482  10,262  (74) 482  10,188  10,670  (418) 2013 2024
NE0010 Kearney NE —  183  17,068  851  183  17,919  18,102  (846) 1999 2024
NE0011 Kearney NE —  133  1,228  —  133  1,228  1,361  (96) 1984 2024
NE0012 Lincoln NE —  147  13,382  (23) 147  13,359  13,506  (600) 2004 2024
1068 Omaha NE —  —  16,243  2,718  24  18,937  18,961  (8,745) 2005 2006
NE0002 Omaha NE —  1,919  21,041  —  1,919  21,041  22,960  (1,112) 2017 2024
NE0004 Omaha NE —  151  15,812  89  151  15,901  16,052  (581) 2000 2024
NE0013 Omaha NE —  445  36,048  —  445  36,048  36,493  (1,413) 2017 2024
2647 Concord NH —  1,961  23,516  (473) 1,053  23,951  25,004  (4,227) 2004 2017
2648 Concord NH —  815  8,902  227  419  9,525  9,944  (2,449) 2008 2017
2649 Epsom NH —  919  5,868  (577) 348  5,862  6,210  (1,242) 2010 2017
3011 Cherry Hill NJ —  5,235  21,731  409  5,235  22,140  27,375  (3,706) 2014 2021
NJ0001 Monroe Township NJ —  2,026  2,847  —  2,026  2,847  4,873  (256) 1992 2024
3012 Morristown NJ —  21,703  32,517  6,855  21,703  39,372  61,075  (6,543) 1983/2013 2021
3013 Morristown NJ —  14,567  20,548  9,252  14,567  29,800  44,367  (3,851) 1990 2021
3014 Morristown NJ —  20,563  31,849  1,986  20,563  33,835  54,398  (3,751) 1981 2021
NJ0002 Old Bridge NJ 19,864  444  36,220  172  444  36,392  36,836  (1,199) 2014 2024
729 Albuquerque NM —  —  5,380  2,485  —  7,865  7,865  (3,216) 2006 2005
571 Las Vegas NV —  —  —  24,349  —  24,349  24,349  (9,435) 2004 2003
660 Las Vegas NV —  1,121  4,363  9,587  1,147  13,924  15,071  (5,896) 1973 2006
661 Las Vegas NV —  2,305  —  1,371  3,676  —  3,676  —  — 2006
662 Las Vegas NV —  1,000  —  —  1,000  —  1,000  —  — 2006
663 Las Vegas NV —  1,717  3,597  12,948  1,724  16,538  18,262  (7,657) 1974/2018 2006
664 Las Vegas NV —  1,172  —  633  1,805  —  1,805  (496) — 2006
691 Las Vegas NV —  3,073  18,339  6,038  3,116  24,334  27,450  (15,329) 1989/2015 2004
2037 Mesquite NV —  —  5,559  834  34  6,359  6,393  (2,240) 2004 2012
NY0014 Brooklyn NY —  11,632  39,687  1,161  11,632  40,848  52,480  (1,273) 2013 2024
NY0008 Cornwall NY —  110  9,091  147  110  9,238  9,348  (348) 2006 2024
NY0009 Hudson NY —  68  4,931  230  68  5,161  5,229  (325) 2006 2024
NY0012 Lake Katrine NY —  3,950  31,897  —  3,950  31,897  35,847  (1,051) 2013 2024
NY0013 Rhinebeck NY —  4,312  4,015  —  4,312  4,015  8,327  (313) 1965 2024
NY0001 Wallkill NY —  1,304  5,957  63  1,304  6,020  7,324  (214) 1988 2024
NY0002 Wallkill NY —  518  1,338  310  518  1,648  2,166  (70) 1992 2024
400 Harrison OH —  —  4,561  373  —  4,934  4,934  (3,333) 1995 1999
1054 Durant OK —  619  9,256  3,040  666  12,249  12,915  (5,672) 1998 2006
817 Owasso OK —  —  6,582  (519) —  6,063  6,063  (2,976) 2006 2005
132
Table of Contents
Encumbrances at December 31, 2024 Initial Cost to Company
Costs Capitalized Subsequent to Acquisition(3)
 Gross Amount at Which Carried
As of December 31, 2024
Accumulated Depreciation(5)
Year Constructed(6)
 Year Acquired
City State
Land and improvements(1)
Buildings and Improvements(2)
 Land and improvements Buildings and Improvements
Total(4)
3010 Springfield OR 20,802  —  51,998  1,979  —  53,977  53,977  (7,268) 2011 2021
PA0006 Camp Hill PA —  1,014  2,376  183  1,014  2,559  3,573  (173) 1980 2024
PA0002 Carlisle PA —  680  1,468  —  680  1,468  2,148  (116) 2002 2024
PA0004 Carlisle PA —  456  2,333  —  456  2,333  2,789  (161) 1996 2024
PA0014 Erie PA —  251  21,584  —  251  21,584  21,835  (808) 2007 2024
PA0010 Hanover PA —  1,777  8,437  1,001  1,777  9,438  11,215  (526) 2003 2024
PA0007 Harrisburg PA —  1,800  4,397  511  1,823  4,885  6,708  (422) 2000 2024
PA0008 Harrisburg PA —  586  1,115  102  586  1,217  1,803  (68) 1997 2024
PA0005 Hershey PA —  196  2,896  113  196  3,009  3,205  (117) 1994 2024
2570 Limerick PA —  925  20,072  (119) 755  20,123  20,878  (5,801) 1999 2016
2234 Philadelphia PA —  24,264  99,904  53,253  24,288  153,133  177,421  (48,972) 1973/2019 2014
2403 Philadelphia PA —  26,063  97,646  54,119  26,134  151,694  177,828  (58,093) 2000 2015
PA0012 West Easton PA —  2,065  7,718  —  2,065  7,718  9,783  (397) 2017 2024
PA0013 West Mifflin PA —  957  3,193  —  957  3,193  4,150  (201) 1992 2024
2571 Wilkes-Barre PA —  —  9,138  11  —  9,149  9,149  (2,915) 2001 2016
PA0011 Wyomissing PA —  298  3,410  —  298  3,410  3,708  (191) 2002 2024
2694 Anderson SC —  405  1,211  (162) 243  1,211  1,454  (270) 2012 2020
2573 Florence SC —  —  12,090  90  —  12,180  12,180  (3,100) 1998 2016
2574 Florence SC —  —  12,190  87  —  12,277  12,277  (3,120) 1998 2016
2575 Florence SC —  —  11,243  56  —  11,299  11,299  (3,516) 1995 2016
2841 Greenville SC —  634  38,386  (2,283) 13  36,724  36,737  (7,237) 1991 2018
2842 Greenville SC —  794  41,293  (3,459) —  38,628  38,628  (7,133) 1999 2018
2843 Greenville SC —  626  22,210  (2,776) —  20,060  20,060  (3,676) 1996 2018
2844 Greenville SC —  806  18,889  (1,811) —  17,884  17,884  (2,947) 1998 2018
2845 Greenville SC —  932  40,879  (3,309) —  38,502  38,502  (6,226) 2005 2018
2846 Greenville SC —  896  38,486  (3,670) —  35,712  35,712  (5,831) 2007 2018
2847 Greenville SC —  600  26,472  200  —  27,272  27,272  (5,264) 1996 2018
2850 Greenville SC —  211  6,503  (1,008) 211  5,495  5,706  (1,044) 2008 2018
2853 Greenville SC —  534  6,430  (1,388) —  5,576  5,576  (1,231) 1998 2018
2854 Greenville SC —  824  13,645  (2,812) —  11,657  11,657  (2,048) 1992 2018
2848 Greer SC —  318  5,816  (791) —  5,343  5,343  (851) 2008 2018
2849 Greer SC —  319  5,836  (777) —  5,378  5,378  (879) 2008 2018
2862 Myrtle Beach SC —  —  —  28,496  —  28,496  28,496  (7,945) 2019 2018
2851 Travelers Rest SC —  498  1,015  (399) 299  815  1,114  (309) 1998 2018
2865 Brentwood TN —  —  —  36,965  52  36,913  36,965  (5,487) 2020 2019
TN0007 Chattanooga TN —  139  10,350  281  139  10,631  10,770  (532) 1976 2024
TN0010 Chattanooga TN —  221  17,612  —  221  17,612  17,833  (813) 1993 2024
TN0011 Franklin TN —  3,056  5,484  —  3,056  5,484  8,540  (293) 2014 2024
624 Hendersonville TN —  256  1,530  1,581  256  3,111  3,367  (1,497) 1985 2006
559 Hermitage TN —  830  5,036  13,203  837  18,232  19,069  (7,630) 1999/2019 2003
561 Hermitage TN —  596  9,698  4,457  596  14,155  14,751  (7,773) 1993 2003
562 Hermitage TN —  317  6,528  2,936  317  9,464  9,781  (4,965) 1994 2003
TN0002 Jackson TN —  1,124  5,631  —  1,124  5,631  6,755  (358) 1991 2024
TN0001 Kingsport TN —  2,778  10,365  57  2,835  10,365  13,200  (476) 2005 2024
TN0012 Kingsport TN —  511  59,215  —  511  59,215  59,726  (1,990) 2010 2024
625 Nashville TN —  955  14,289  9,058  955  23,347  24,302  (10,821) 2000 2006
626 Nashville TN —  2,050  5,211  5,984  2,050  11,195  13,245  (4,320) 1987 2006
627 Nashville TN —  1,007  181  986  1,113  1,061  2,174  (660) 1975 2006
628 Nashville TN —  2,980  7,164  3,670  2,980  10,834  13,814  (4,561) 1988 2006
630 Nashville TN —  515  848  351  649  1,065  1,714  (596) 1975 2006
631 Nashville TN —  266  1,305  1,171  266  2,476  2,742  (1,266) 1980 2006
632 Nashville TN —  827  7,642  3,565  827  11,207  12,034  (5,708) 1988 2006
633 Nashville TN —  5,425  12,577  5,876  5,425  18,453  23,878  (9,429) 1971 2006
634 Nashville TN —  3,818  15,185  12,001  3,818  27,186  31,004  (10,703) 1992 2006
636 Nashville TN —  583  450  424  604  853  1,457  (449) 1974 2006
2967 Nashville TN —  —  —  53,773  —  53,773  53,773  (7,540) 2021 2019
2720 Nashville TN —  102  10,925  749  102  11,674  11,776  (2,415) 1986 2021
TN0005 Nashville TN —  16,857  17,681  (230) 16,857  17,451  34,308  (946) 2015 2024
TN0008 Spring Hill TN —  628  13,821  —  628  13,821  14,449  (655) 2012 2024
2611 Allen TX —  1,330  5,960  1,232  1,374  7,148  8,522  (2,021) 2004 2016
2612 Allen TX —  1,310  4,165  1,683  1,310  5,848  7,158  (1,899) 2005 2016
573 Arlington TX —  769  12,355  25,901  769  38,256  39,025  (10,485) 1995/2023 2006
TX0025 Austin TX —  22,885  16,662  1,065  22,902  17,710  40,612  (1,037) 2006 2024
TX0016 Bedford TX —  627  4,706  —  627  4,706  5,333  (339) 2014 2024
TX0026 Bryan TX —  105  7,013  153  105  7,166  7,271  (344) 1996 2024
TX0027 Bryan TX —  197  4,080  —  197  4,080  4,277  (223) 1997 2024
TX0012 Carrollton TX —  1,723  857  —  1,723  857  2,580  (111) 2001 2024
TX0023 Carrollton TX —  3,461  5,211  208  3,461  5,419  8,880  (477) 2002 2024
2621 Cedar Park TX —  1,617  11,640  945  1,617  12,585  14,202  (2,570) 2007 2017
576 Conroe TX —  324  4,842  5,020  324  9,862  10,186  (4,575) 1983 2006
577 Conroe TX —  397  7,966  2,973  397  10,939  11,336  (5,342) 1995 2006
578 Conroe TX —  388  7,975  2,576  388  10,551  10,939  (4,616) 1997/2012 2006
579 Conroe TX —  188  3,618  1,226  188  4,844  5,032  (2,633) 1995 2006
581 Corpus Christi TX —  717  8,181  4,429  717  12,610  13,327  (5,782) 1995 2006
600 Corpus Christi TX —  328  3,210  2,456  334  5,660  5,994  (3,040) 1995 2006
601 Corpus Christi TX —  313  1,771  1,458  325  3,217  3,542  (1,318) 1985 2006
133
Table of Contents
Encumbrances at December 31, 2024 Initial Cost to Company
Costs Capitalized Subsequent to Acquisition(3)
 Gross Amount at Which Carried
As of December 31, 2024
Accumulated Depreciation(5)
Year Constructed(6)
 Year Acquired
City State
Land and improvements(1)
Buildings and Improvements(2)
 Land and improvements Buildings and Improvements
Total(4)
2839 Cypress TX —  —  —  37,654  11  37,643  37,654  (13,846) 2016 2015
582 Dallas TX —  1,664  6,785  3,781  1,793  10,437  12,230  (5,178) 1979 2006
1314 Dallas TX —  15,230  162,970  29,492  23,630  184,062  207,692  (94,164) 1974 2007
1315 Dallas TX —  —  —  4,485  17  4,468  4,485  (1,431) 1978 2007
1316 Dallas TX —  —  —  10,361  64  10,297  10,361  (3,075) 1985 2007
1317 Dallas TX —  —  —  12,298  267  12,031  12,298  (3,024) 1995 2007
1319 Dallas TX —  18,840  155,659  7,310  18,840  162,969  181,809  (81,664) 1974 2007
2721 Dallas TX —  31,707  2,000  698  31,707  2,698  34,405  (1,998) 1983 2020
TX0028 Dallas TX —  448  189,390  1,552  448  190,942  191,390  (6,257) 2011 2024
3007 Denton TX 5,673  2,298  9,502  111  2,338  9,573  11,911  (1,786) 2014 2021
TX0033 Denton TX —  1,524  11,381  —  1,524  11,381  12,905  (434) 2019 2024
TX0001 El Paso TX —  725  2,729  74  725  2,803  3,528  (92) 1987 2024
TX0002 El Paso TX —  1,429  5,104  377  1,429  5,481  6,910  (295) 2004 2024
TX0009 El Paso TX —  2,156  10,909  262  2,156  11,171  13,327  (557) 1983 2024
TX0010 El Paso TX —  913  2,014  89  918  2,098  3,016  (150) 1983 2024
TX0022 Flower Mound TX —  910  3,696  95  910  3,791  4,701  (158) 2011 2024
TX0024 Flower Mound TX —  1,429  12,043  362  1,512  12,322  13,834  (652) 2011 2024
TX0A22 Flower Mound TX —  992  2,628  195  992  2,823  3,815  (116) 2011 2024
583 Fort Worth TX —  898  4,866  4,763  898  9,629  10,527  (4,661) 1995 2006
805 Fort Worth TX —  —  2,481  1,416  45  3,852  3,897  (2,650) 1985 2005
806 Fort Worth TX —  —  6,070  1,775  51  7,794  7,845  (3,603) 1985 2005
2619 Fort Worth TX —  1,180  13,432  2,000  1,180  15,432  16,612  (2,579) 2006 2017
2620 Fort Worth TX —  1,961  14,155  1,599  2,000  15,715  17,715  (2,732) 2005 2017
2982 Fort Worth TX —  2,720  6,225  6,335  2,719  12,561  15,280  (4,259) 2020 2019
3020 Frisco TX —  —  27,201  731  —  27,932  27,932  (3,041) 2004 2021
3021 Frisco TX —  —  26,181  2,272  —  28,453  28,453  (3,485) 2004 2021
TX0032 Ft. Worth TX —  866  24,845  63  866  24,908  25,774  (951) 2017 2024
1061 Granbury TX —  —  6,863  1,326  —  8,189  8,189  (3,973) 2001 2006
430 Houston TX —  1,927  33,140  22,722  2,388  55,401  57,789  (33,744) 1985/2018 1999
446 Houston TX —  2,200  19,585  11,112  2,936  29,961  32,897  (22,553) 1976/2018 1999
589 Houston TX —  1,676  12,602  16,193  1,676  28,795  30,471  (8,996) 1985/2022 2006
702 Houston TX —  —  7,414  2,716  —  10,130  10,130  (5,100) 2006 2006
1044 Houston TX —  —  4,838  6,769  1,321  10,286  11,607  (4,127) 2006 2006
2542 Houston TX —  304  17,764  (304) —  17,764  17,764  (4,822) 1990 2015
2543 Houston TX —  116  6,555  (116) —  6,555  6,555  (2,076) 1970 2015
2544 Houston TX —  312  12,094  (312) —  12,094  12,094  (3,830) 1987 2015
2545 Houston TX —  316  13,931  (300) —  13,947  13,947  (3,309) 2005 2015
2546 Houston TX —  408  18,332  1,582  —  20,322  20,322  (6,978) 1977 2015
2547 Houston TX —  470  18,197  429  —  19,096  19,096  (5,762) 1985 2015
2548 Houston TX —  313  7,036  (112) —  7,237  7,237  (2,674) 1979 2015
2549 Houston TX —  530  22,711  148  530  22,859  23,389  (5,298) 2006 2015
2966 Houston TX —  —  —  40,944  —  40,944  40,944  (5,145) 2022 2020
590 Irving TX —  828  6,160  5,620  828  11,780  12,608  (5,308) 1997 2006
700 Irving TX —  —  8,550  2,965  8  11,507  11,515  (5,499) 2004 2006
1207 Irving TX —  1,955  12,793  4,707  2,032  17,423  19,455  (7,447) 2001 2006
TX0013 Katy TX —  2,567  3,105  276  2,567  3,381  5,948  (256) 2005 2024
TX0014 Katy TX —  2,153  21,169  248  2,153  21,417  23,570  (1,156) 2006 2024
2840 Kingwood TX —  3,035  28,373  1,199  3,422  29,185  32,607  (6,930) 2003 2016
591 Lewisville TX —  561  8,043  1,447  561  9,490  10,051  (4,784) 1976 2006
144 Longview TX —  102  7,998  988  102  8,986  9,088  (6,021) 1993 1992
143 Lufkin TX —  338  2,383  219  338  2,602  2,940  (1,722) 1993 1992
TX0019 Lufkin TX —  80  6,314  237  80  6,551  6,631  (318) 1999 2024
TX0020 Lufkin TX —  100  7,954  560  100  8,514  8,614  (366) 2004 2024
TX0021 Lufkin TX —  155  2,668  —  155  2,668  2,823  (172) 1990 2024
TX0008 Mansfield TX —  4,435  3,375  111  4,435  3,486  7,921  (229) 2010 2024
568 McKinney TX —  541  6,217  3,292  541  9,509  10,050  (5,404) 1999 2003
569 McKinney TX —  —  636  8,330  —  8,966  8,966  (4,914) 2004 2003
3216 McKinney TX —  —  —  23,325  —  23,325  23,325  —  — 2023
TX0029 Midland TX —  2,933  12,903  —  2,933  12,903  15,836  (663) 2003 2024
596 North Richland Hills TX —  812  8,883  4,631  812  13,514  14,326  (6,093) 1999 2006
TX0030 Pasadena TX —  1,520  8,648  —  1,520  8,648  10,168  (388) 2018 2024
2835 Pearland TX —  —  4,014  5,853  41  9,826  9,867  (3,409) 2006 2006
2838 Pearland TX —  —  —  18,054  —  18,054  18,054  (5,867) 2015 2014
597 Plano TX —  1,210  9,588  7,510  1,225  17,083  18,308  (7,807) 1997 2006
672 Plano TX —  1,389  12,768  4,751  1,389  17,519  18,908  (7,944) 2004 2006
1384 Plano TX —  6,290  22,686  8,430  6,290  31,116  37,406  (26,707) 1997 2007
2653 Rockwall TX —  788  9,020  (369) 536  8,903  9,439  (1,761) 2015 2017
TX0031 Rockwall TX —  606  15,815  375  606  16,190  16,796  (714) 2017 2024
815 San Antonio TX —  —  9,193  3,637  75  12,755  12,830  (6,170) 1997 2006
816 San Antonio TX 1,180  —  8,699  13,052  26  21,725  21,751  (7,068) 1992/2022 2006
2837 San Antonio TX —  —  26,191  4,413  —  30,604  30,604  (13,873) 2006 2011
TX0005 San Antonio TX —  4,100  20,829  101  4,100  20,930  25,030  (968) 2007 2024
TX0006 San Antonio TX —  687  2,796  42  687  2,838  3,525  (196) 2007 2024
2852 Shenandoah TX —  —  —  29,980  —  29,980  29,980  (9,663) 2017 2016
TX0017 Spring TX —  892  25,022  (3) 892  25,019  25,911  (909) 2015 2024
598 Sugar Land TX —  1,078  5,158  4,447  1,112  9,571  10,683  (3,860) 1982 2006
134
Table of Contents
Encumbrances at December 31, 2024 Initial Cost to Company
Costs Capitalized Subsequent to Acquisition(3)
 Gross Amount at Which Carried
As of December 31, 2024
Accumulated Depreciation(5)
Year Constructed(6)
 Year Acquired
City State
Land and improvements(1)
Buildings and Improvements(2)
 Land and improvements Buildings and Improvements
Total(4)
599 Texas City TX —  —  9,519  2,067  —  11,586  11,586  (5,526) 2003 2006
2550 The Woodlands TX —  115  5,141  (115) —  5,141  5,141  (1,395) 1984 2015
2551 The Woodlands TX —  296  18,282  (296) —  18,282  18,282  (4,342) 1997 2015
2552 The Woodlands TX —  374  25,125  (374) —  25,125  25,125  (5,304) 2004 2015
TX0018 The Woodlands TX —  715  13,972  —  715  13,972  14,687  (724) 2001 2024
152 Victoria TX —  125  8,977  535  125  9,512  9,637  (6,120) 1994 1992
2198 Webster TX —  2,220  9,602  142  2,220  9,744  11,964  (4,325) 1991 2013
3024 Webster TX —  3,196  12,911  325  3,212  13,220  16,432  (1,393) 2007 2022
3025 Webster TX —  3,209  23,782  141  3,225  23,907  27,132  (2,487) 2007 2022
TX3249 Webster TX —  2,265  —  —  2,265  —  2,265  —  —  2024
3215 Wylie TX —  874  4,122  11  874  4,133  5,007  (421) 2005 2007
1592 Bountiful UT —  999  7,426  2,807  1,019  10,213  11,232  (4,260) 2005 2010
169 Bountiful UT —  276  5,237  5,377  599  10,291  10,890  (4,934) 1995 1994
2035 Draper UT 3,748  —  10,803  867  —  11,670  11,670  (3,194) 2010 2012
469 Kaysville UT —  530  4,493  550  530  5,043  5,573  (2,373) 2001 2001
456 Layton UT —  371  7,073  2,910  401  9,953  10,354  (5,596) 1998 2001
2042 Layton UT —  —  10,975  1,794  44  12,725  12,769  (3,561) 2006 2012
357 Orem UT —  337  8,744  1,042  306  9,817  10,123  (6,590) 1998 1999
353 Salt Lake City UT —  190  779  280  273  976  1,249  (692) 1991 1999
354 Salt Lake City UT —  220  10,732  4,567  309  15,210  15,519  (9,481) 1999 1999
355 Salt Lake City UT —  180  14,792  5,604  180  20,396  20,576  (12,561) 1993 1999
467 Salt Lake City UT —  3,000  7,541  2,158  3,019  9,680  12,699  (5,395) 1998 2001
566 Salt Lake City UT —  509  4,044  3,828  509  7,872  8,381  (4,071) 1974 2003
2041 Salt Lake City UT —  —  12,326  1,009  —  13,335  13,335  (3,813) 2007 2012
2033 Sandy UT —  867  3,513  2,920  1,356  5,944  7,300  (3,667) 1989 2012
2864 Washington Terrace UT —  —  —  20,163  —  20,163  20,163  (4,116) 2020 2019
351 Washington Terrace UT —  —  4,573  3,091  17  7,647  7,664  (3,863) 1989 1999
352 Washington Terrace UT —  —  2,692  1,581  15  4,258  4,273  (2,042) 1990 1999
2034 West Jordan UT —  —  12,021  (177) —  11,844  11,844  (3,282) 2006 2012
2036 West Jordan UT —  —  1,383  1,378  —  2,761  2,761  (1,677) 1982 2012
1208 Fairfax VA —  8,396  16,710  11,995  8,742  28,359  37,101  (16,235) 1974/2018 2006
2230 Fredericksburg VA —  1,101  8,570  156  1,113  8,714  9,827  (2,554) 2008 2014
VA0001 Fredericksburg VA —  2,674  14,182  2,448  3,043  16,261  19,304  (780) 2006 2024
VA0002 Hampton VA —  4,865  11,976  —  4,865  11,976  16,841  (713) 2007 2024
3001 Leesburg VA 10,252  3,549  24,059  5,717  3,549  29,776  33,325  (5,670) 2010 2021
3015 Midlothian VA 12,734  —  21,442  22  59  21,405  21,464  (2,288) 2012 2021
3016 Midlothian VA 12,038  —  20,610  (147) 32  20,431  20,463  (2,156) 2013 2021
3017 Midlothian VA 13,928  —  22,531  (1,031) —  21,500  21,500  (2,539) 2014 2021
572 Reston VA —  —  11,902  (860) —  11,042  11,042  (5,902) 2004 2003
WA0009 Federal Way WA —  397  6,502  368  397  6,870  7,267  (357) 1987 2024
WA0006 Gig Harbor WA —  87  1,938  —  87  1,938  2,025  (116) 1991 2024
WA0002 Kennewick WA —  3,611  25,463  —  3,611  25,463  29,074  (1,458) 2015 2024
WA0001 Lakewood WA —  3,967  5,588  21  3,967  5,609  9,576  (361) 2004 2024
WA0010 Lakewood WA —  400  3,665  90  400  3,755  4,155  (286) 1989 2024
448 Renton WA —  —  18,724  4,630  —  23,354  23,354  (14,684) 1993 1999
781 Seattle WA —  —  52,703  10,268  —  62,971  62,971  (30,822) 1994 2004
782 Seattle WA —  —  24,382  22,359  125  46,616  46,741  (18,601) 1990/2022 2004
783 Seattle WA —  —  5,625  2,164  69  7,720  7,789  (6,215) 1984 2004
785 Seattle WA —  —  7,293  933  —  8,226  8,226  (5,253) 1982 2004
1385 Seattle WA —  —  45,027  18,577  —  63,604  63,604  (29,496) 1986/2019 2007
3022 Seattle WA —  35,624  4,176  1  35,625  4,176  39,801  (2,741) 1963/2012 2021
WA0003 Tacoma WA —  269  1,900  383  269  2,283  2,552  (206) 1977 2024
WA0004 Tacoma WA —  479  6,955  237  479  7,192  7,671  (462) 1991 2024
WA0005 Tacoma WA —  440  6,778  329  440  7,107  7,547  (381) 1989 2024
WA0007 Tacoma WA —  186  15,111  —  186  15,111  15,297  (747) 1980 2024
WI0006 Appleton WI —  1,892  13,896  80  1,892  13,976  15,868  (587) 2015 2024
WI0007 Appleton WI —  2,477  15,188  —  2,477  15,188  17,665  (862) 2005 2024
WI0005 Brookfield WI —  1,183  3,391  46  1,183  3,437  4,620  (151) 2016 2024
WI0004 Milwaukee WI —  3,052  13,111  612  3,052  13,723  16,775  (541) 1896/2003 2024
WI0002 Shawano WI —  347  1,571  —  347  1,571  1,918  (96) 2010 2024
WI0001 West Allis WI —  980  388  9  980  397  1,377  (63) 2002 2024
2038 Evanston WY —  —  4,601  1,204  —  5,805  5,805  (2,202) 2002 2012
$ 250,503  $ 860,670  $ 6,577,057  $ 1,629,467  $ 877,189  $ 8,190,005  $ 9,067,194  $ (2,005,342)
135
Table of Contents
Encumbrances at December 31, 2024 Initial Cost to Company
Costs Capitalized Subsequent to Acquisition(3)
 Gross Amount at Which Carried
As of December 31, 2024
Accumulated Depreciation(5)
Year Constructed(6)
 Year Acquired
City State
Land and improvements(1)
Buildings and Improvements(2)
 Land and improvements Buildings and Improvements
Total(4)
Lab
1483  Brisbane  CA $ —  $ 8,498  $ 500  $ 83,876  $ 8,498  $ 84,376  $ 92,874  $ (9,494) 2022 2007
1484  Brisbane  CA —  11,331  689  159,655  11,331  160,344  171,675  (15,892) 2022 2007
1485  Brisbane  CA —  11,331  600  154,111  11,331  154,711  166,042  (17,187) 2022 2007
1486  Brisbane  CA —  11,331  —  135,416  11,331  135,416  146,747  (28,636) 2020 2007
1487  Brisbane  CA —  8,498  —  76,411  8,498  76,411  84,909  (9,682) 2020 2007
2874  Brisbane  CA —  26,895  62,318  76,313  26,295  139,231  165,526  (16,804) 1989 2019
2875  Brisbane  CA —  24,092  56,623  11,039  24,092  67,662  91,754  (10,300) 2000 2019
3139  Brisbane  CA —  35,805  —  7,726  35,805  7,726  43,531  —  — 2019
3140  Brisbane  CA —  35,805  —  4,312  35,805  4,312  40,117  —  — 2019
3142  Brisbane  CA —  —  —  3,768  —  3,768  3,768  (471) — 2007
1401  Hayward  CA —  900  7,100  12,656  1,338  19,318  20,656  (7,075) 1996 2007
1402  Hayward  CA —  1,500  6,400  6,837  1,500  13,237  14,737  (3,865) 1999 2007
1403  Hayward  CA —  1,900  7,100  7,873  1,900  14,973  16,873  (6,858) 1998 2007
1404  Hayward  CA —  2,200  17,200  9,007  2,200  26,207  28,407  (11,504) 1999 2007
1405  Hayward  CA —  1,000  3,200  646  1,000  3,846  4,846  (1,805) 1999 2007
1549  Hayward  CA —  1,006  4,259  4,080  1,006  8,339  9,345  (4,984) 1996 2007
1550  Hayward  CA —  677  2,761  774  677  3,535  4,212  (2,174) 1996 2007
1551  Hayward  CA —  661  1,995  2,900  661  4,895  5,556  (2,111) 1996 2007
1552  Hayward  CA —  1,187  7,139  1,725  1,187  8,864  10,051  (6,135) 1996 2007
1553  Hayward  CA —  1,189  9,465  1,045  1,189  10,510  11,699  (7,258) 1996 2007
1554  Hayward  CA —  1,246  5,179  11,972  1,246  17,151  18,397  (7,808) 1996 2007
1555  Hayward  CA —  1,521  13,546  7,516  1,521  21,062  22,583  (15,597) 1996 2007
1556  Hayward  CA —  1,212  5,120  1,516  1,212  6,636  7,848  (4,134) 1996 2007
1424  La Jolla  CA —  11,175  25,283  44,524  11,389  69,593  80,982  (20,050) 1982 2007
1425  La Jolla  CA —  7,217  19,883  61  7,217  19,944  27,161  (8,695) 1981 2007
1426  La Jolla  CA —  8,381  12,412  20,834  8,381  33,246  41,627  (17,322) 1984 2007
1427  La Jolla  CA —  10,127  16,983  13,272  10,355  30,027  40,382  (11,912) 1982 2007
1949  La Jolla  CA —  2,686  11,045  17,501  2,686  28,546  31,232  (9,932) 2021 2011
2229  La Jolla  CA —  8,753  32,528  16,664  8,777  49,168  57,945  (15,310) 1986/2009 2014
1499  Redwood City  CA —  3,400  5,500  2,652  3,455  8,097  11,552  (3,743) 1989 2007
1500  Redwood City  CA —  2,500  4,100  1,038  2,500  5,138  7,638  (2,678) 1989 2007
1501  Redwood City  CA —  3,600  4,600  1,895  3,600  6,495  10,095  (3,705) 1989 2007
1502  Redwood City  CA —  3,100  5,100  3,542  3,100  8,642  11,742  (3,548) 1989 2007
1503  Redwood City  CA —  4,800  17,300  8,351  4,800  25,651  30,451  (10,467) 1989 2007
1504  Redwood City  CA —  5,400  15,500  11,098  5,400  26,598  31,998  (12,781) 1989 2007
1505  Redwood City  CA —  3,000  3,500  6,366  3,000  9,866  12,866  (4,028) 1988 2007
1506  Redwood City  CA —  6,000  14,300  14,300  6,000  28,600  34,600  (17,972) 1988 2007
1507  Redwood City  CA —  1,900  12,800  11,655  1,900  24,455  26,355  (8,804) 1988/2011 2007
1508  Redwood City  CA —  2,700  11,300  17,193  2,700  28,493  31,193  (11,068) 1988/2011 2007
1509  Redwood City  CA —  2,700  10,900  1,565  2,700  12,465  15,165  (5,360) 1988 2007
1510  Redwood City  CA —  2,200  12,000  6,243  2,200  18,243  20,443  (8,259) 1988 2007
1511  Redwood City  CA —  2,600  9,300  17,497  2,600  26,797  29,397  (14,437) 1988 2007
1512  Redwood City  CA —  3,300  18,000  19,072  3,300  37,072  40,372  (21,007) 2000 2007
1513  Redwood City  CA —  3,300  17,900  18,365  3,326  36,239  39,565  (18,383) 2000 2007
678  San Diego  CA —  2,603  11,051  3,587  2,766  14,475  17,241  (7,299) 1997 2004
679  San Diego  CA —  5,269  23,566  23,990  5,669  47,156  52,825  (20,424) 1997 2004
837  San Diego  CA —  4,630  2,028  3,302  4,630  5,330  9,960  (2,648) 1988/2012 2006
838  San Diego  CA —  2,040  903  3,354  2,040  4,257  6,297  (1,439) 1988/2012 2006
839  San Diego  CA —  3,940  3,184  2,995  4,036  6,083  10,119  (2,847) 1987 2006
840  San Diego  CA —  5,690  4,579  1,486  5,830  5,925  11,755  (2,789) 1987 2006
1418  San Diego  CA —  11,700  31,243  59,338  11,700  90,581  102,281  (21,029) 2022 2007
1419  San Diego  CA —  2,324  —  33,175  2,324  33,175  35,499  (4,422) 2022 2007
1420  San Diego  CA —  4,200  —  41,225  4,200  41,225  45,425  (3,755) 2022 2007
1421  San Diego  CA —  7,000  33,779  —  7,000  33,779  40,779  (14,708) 2000 2007
1422  San Diego  CA —  7,179  3,687  2,081  7,179  5,768  12,947  (3,687) — 2007
1423  San Diego  CA —  8,400  33,144  34,028  8,400  67,172  75,572  (24,422) 2002/2020 2007
1947  San Diego  CA —  2,581  10,534  4,497  2,581  15,031  17,612  (8,664) 2000 2011
1948  San Diego  CA —  5,879  25,305  8,311  5,879  33,616  39,495  (14,802) 2001 2011
2197  San Diego  CA —  7,621  3,913  7,590  7,621  11,503  19,124  (7,733) 1984 2007
2476  San Diego  CA —  7,661  9,918  18,298  7,661  28,216  35,877  (4,442) 2000/2002 2016
2477  San Diego  CA —  9,207  14,613  8,481  9,207  23,094  32,301  (6,775) 2000/2001 2016
2478  San Diego  CA —  6,000  —  120,761  6,000  120,761  126,761  —  — 2016
2617  San Diego  CA —  2,734  5,195  9,363  2,734  14,558  17,292  (4,106) 1991/2020 2017
2618  San Diego  CA —  4,100  12,395  22,843  4,100  35,238  39,338  (14,493) 1991/2020 2017
2622  San Diego  CA —  —  —  17,201  —  17,201  17,201  (2,091) 2020 2004
2872  San Diego  CA —  10,120  38,351  1,044  10,120  39,395  49,515  (9,481) 1995 2018
2873  San Diego  CA —  6,052  14,122  1,445  6,052  15,567  21,619  (2,941) 1997 2018
3069  San Diego  CA —  7,054  7,794  24,081  6,954  31,975  38,929  (4,467) 2007/2021 2019
3110  San Diego  CA —  19,120  —  9,373  20,587  7,906  28,493  (14) — 2021
3111  San Diego  CA —  24,729  —  2,141  24,830  2,040  26,870  (18) — 2022
3153  San Diego  CA —  1,215  —  15  1,217  13  1,230  —  — 2023
1410  South San Francisco  CA —  4,900  18,100  12,327  4,900  30,427  35,327  (16,142) 2000/2019 2007
1411  South San Francisco  CA —  8,000  27,700  33,196  8,000  60,896  68,896  (21,778) 2003/2019 2007
1412  South San Francisco  CA —  10,100  22,521  10,501  10,100  33,022  43,122  (14,123) 1999 2007
1413  South San Francisco  CA —  8,000  28,299  8,603  8,000  36,902  44,902  (19,128) 2000 2007
1430  South San Francisco  CA —  10,700  23,621  27,995  10,733  51,583  62,316  (16,385) 1998/2019 2007
1431  South San Francisco  CA —  7,000  15,500  10,711  7,022  26,189  33,211  (10,767) 2001 2007
1435  South San Francisco  CA —  13,800  42,500  26,593  13,800  69,093  82,893  (24,860) 2008/2010 2007
1436  South San Francisco  CA —  14,500  45,300  42,147  14,500  87,447  101,947  (26,760) 2024 2007
1437  South San Francisco  CA —  9,400  24,800  36,750  9,400  61,550  70,950  (24,113) 2008/2010 2007
1439  South San Francisco  CA —  11,900  68,848  13,735  11,900  82,583  94,483  (29,994) 2003 2007
136
Table of Contents
Encumbrances at December 31, 2024 Initial Cost to Company
Costs Capitalized Subsequent to Acquisition(3)
 Gross Amount at Which Carried
As of December 31, 2024
Accumulated Depreciation(5)
Year Constructed(6)
 Year Acquired
City State
Land and improvements(1)
Buildings and Improvements(2)
 Land and improvements Buildings and Improvements
Total(4)
1440  South San Francisco  CA —  10,000  57,954  15,024  10,000  72,978  82,978  (24,006) 2003 2007
1441  South San Francisco  CA —  9,300  43,549  22,619  9,300  66,168  75,468  (16,875) 2003 2007
1442  South San Francisco  CA —  11,000  47,289  42,668  11,000  89,957  100,957  (26,528) 2023 2007
1443  South San Francisco  CA —  13,200  60,932  3,283  13,200  64,215  77,415  (26,657) 2007 2007
1444  South San Francisco  CA —  10,500  33,776  13,824  10,500  47,600  58,100  (14,058) 2024 2007
1445  South San Francisco  CA —  10,600  34,083  46  10,600  34,129  44,729  (14,848) 2003 2007
1458  South San Francisco  CA —  10,900  20,900  6,924  10,900  27,824  38,724  (10,664) 2005 2007
1459  South San Francisco  CA —  9,800  394  157,274  9,800  157,668  167,468  (11,273) 2023 2007
1462  South San Francisco  CA —  7,117  600  5,280  7,117  5,880  12,997  (1,956) 1984/2012 2007
1463  South San Francisco  CA —  10,381  2,300  17,197  10,381  19,497  29,878  (6,763) 1979/2012 2007
1464  South San Francisco  CA —  7,403  700  9,060  7,403  9,760  17,163  (3,302) 1965/2012 2007
1468  South San Francisco  CA —  10,100  24,013  11,565  10,100  35,578  45,678  (16,168) 2006 2007
1480  South San Francisco  CA —  32,210  3,110  160,550  32,210  163,660  195,870  (7,004) 2023 2007
1528  South San Francisco  CA —  —  —  188,739  —  188,739  188,739  (275) — 2007
1559  South San Francisco  CA —  5,666  5,773  199  5,666  5,972  11,638  (5,923) 1968 2007
1560  South San Francisco  CA —  1,204  1,293  2,683  1,204  3,976  5,180  (3,267) 1966 2007
1983  South San Francisco  CA —  8,648  —  90,582  8,648  90,582  99,230  (31,738) 2016 2011
1984  South San Francisco  CA —  7,844  —  90,761  7,844  90,761  98,605  (34,910) 2017 2011
1985  South San Francisco  CA —  6,708  —  122,716  6,708  122,716  129,424  (43,270) 2017 2011
1986  South San Francisco  CA —  6,708  —  120,758  6,708  120,758  127,466  (38,078) 2018 2011
1987  South San Francisco  CA —  8,544  —  100,777  8,544  100,777  109,321  (28,885) 2019 2011
1988  South San Francisco  CA —  10,120  —  119,625  10,120  119,625  129,745  (35,906) 2019 2011
1989  South San Francisco  CA —  9,169  —  100,395  9,169  100,395  109,564  (23,508) 2020 2011
2553  South San Francisco  CA —  2,897  8,691  4,478  2,897  13,169  16,066  (5,172) 1988 2015
2554  South San Francisco  CA —  995  2,754  2,332  995  5,086  6,081  (1,757) 1988 2015
2555  South San Francisco  CA —  2,202  10,776  2,527  2,202  13,303  15,505  (3,917) 1988 2015
2556  South San Francisco  CA —  2,962  15,108  1,557  2,962  16,665  19,627  (4,704) 1988 2015
2557  South San Francisco  CA —  2,453  13,063  3,842  2,453  16,905  19,358  (6,725) 1988 2015
2558  South San Francisco  CA —  1,163  5,925  315  1,163  6,240  7,403  (1,626) 1988 2015
2624  South San Francisco  CA —  25,502  42,910  14,832  25,502  57,742  83,244  (14,353) 2001 2017
2870  South San Francisco  CA —  23,297  41,797  28,804  23,330  70,568  93,898  (21,151) 1996/2019 2018
2871  South San Francisco  CA —  20,293  41,262  22,121  20,333  63,343  83,676  (23,373) 1999/2019 2018
3100  South San Francisco  CA —  14,245  —  15,095  14,245  15,095  29,340  —  — 2021
3101  South San Francisco  CA —  61,208  —  29,603  61,208  29,603  90,811  —  — 2021
3102  South San Francisco  CA —  43,885  —  6,359  43,885  6,359  50,244  —  — 2021
3123  South San Francisco  CA —  —  —  6,456  —  6,456  6,456  —  — 2007
3154  South San Francisco CA —  —  —  56,590  —  56,590  56,590  (307) — —
2705  Cambridge  MA —  24,371  128,498  197  24,371  128,695  153,066  (17,582) 2011 2020
2706  Cambridge  MA —  15,473  149,051  850  15,473  149,901  165,374  (22,324) 2019 2020
2707  Cambridge  MA —  25,549  229,547  8,597  25,549  238,144  263,693  (33,377) 2019 2020
2708  Cambridge  MA —  —  17,751  539  —  18,290  18,290  (1,902) 2010 2020
2709  Cambridge  MA —  —  15,451  29  —  15,480  15,480  (1,579) 2019 2020
2928  Cambridge  MA —  44,215  24,120  3,154  44,215  27,274  71,489  (5,108) 1984 2019
2929  Cambridge  MA —  20,516  —  159,436  20,516  159,436  179,952  (15,859) 2022 2019
3074  Cambridge  MA —  78,762  252,153  14,635  78,762  266,788  345,550  (41,328) 2018 2019
3106  Cambridge  MA —  20,644  2,982  621  20,644  3,603  24,247  (340) 1950 2021
3107  Cambridge  MA —  19,009  12,327  1,875  19,009  14,202  33,211  (1,202) 1973 2021
3108  Cambridge  MA —  123,074  7,513  8  123,074  7,521  130,595  (969) 1965 2021
3109  Cambridge  MA —  5,903  —  637  5,903  637  6,540  —  — 2021
3112  Cambridge  MA —  23,402  47,623  1,385  23,402  49,008  72,410  (5,706) 1985 2021
3113  Cambridge  MA —  32,244  —  8,417  36,119  4,542  40,661  —  — 2021
3114  Cambridge  MA —  22,969  —  (1,179) 22,969  (1,179) 21,790  —  — 2021
3115  Cambridge  MA —  66,786  —  2,536  66,786  2,536  69,322  —  — 2021
3116  Cambridge  MA —  —  —  17,413  —  17,413  17,413  —  — 2021
3119  Cambridge  MA —  —  29,667  —  —  29,667  29,667  (2,984) 2021 2021
3120  Cambridge  MA —  18,063  —  1,417  18,063  1,417  19,480  —  — 2021
3122  Cambridge  MA —  25,247  —  3,293  25,247  3,293  28,540  —  — 2021
3136  Cambridge  MA —  4,118  —  (161) 4,119  (162) 3,957  —  — 2021
3137  Cambridge  MA —  41,327  —  4,680  41,327  4,680  46,007  —  — 2021
3141  Cambridge  MA —  72,466  —  9,303  72,768  9,001  81,769  —  — 2022
3148  Cambridge  MA —  2,277  —  67  2,290  54  2,344  —  — 2022
3149  Cambridge  MA —  5,690  —  625  5,746  569  6,315  —  — 2022
3150  Cambridge  MA —  1,651  —  360  1,659  352  2,011  —  — 2022
3151  Cambridge  MA —  8,532  —  904  8,583  853  9,436  —  — 2022
3152  Cambridge  MA —  9,892  —  1,525  10,507  910  11,417  —  — 2023
MA5394  Cambridge  MA —  4,441  —  113  4,441  113  4,554  —  — 2024
2630  Lexington  MA —  16,411  49,682  (2,284) 12,967  50,842  63,809  (12,431) 1999 2017
2631  Lexington  MA —  7,759  142,081  30,473  6,978  173,335  180,313  (34,532) 2010/2023 2017
2632  Lexington  MA —  —  21,390  126,772  —  148,162  148,162  (25,261) 2021 2018
3070  Lexington  MA —  14,013  17,083  (269) 14,013  16,814  30,827  (3,110) 1974/2012 2019
3071  Lexington  MA —  14,930  16,677  (121) 14,930  16,556  31,486  (2,782) 1970/2012 2019
3072  Lexington  MA —  34,598  43,032  (288) 34,598  42,744  77,342  (9,256) 1967/2013 2019
3073  Lexington  MA —  37,050  44,647  144  37,050  44,791  81,841  (9,883) 2017 2019
3093  Waltham  MA —  47,792  275,556  26,887  47,790  302,445  350,235  (49,524) 2018 2020
9999  Denton  TX —  100  —  —  100  —  100  —  — 2016
464  Salt Lake City  UT —  630  6,921  2,563  630  9,484  10,114  (6,260) 1996 2001
465  Salt Lake City  UT —  125  6,368  68  125  6,436  6,561  (3,415) 1999 2001
466  Salt Lake City  UT —  —  14,614  (1,401) —  13,213  13,213  (5,702) 2002 2001
1593  Salt Lake City  UT —  —  23,998  250  —  24,248  24,248  (10,516) 2010 2010
      $ —  $ 1,874,225  $ 3,195,605  $ 3,742,955  $ 1,877,701  $ 6,935,084  $ 8,812,785  $ (1,644,660)  
137
Table of Contents
Encumbrances at December 31, 2024
 Initial Cost to Company
Costs Capitalized Subsequent to Acquisition(3)
Gross Amount at Which Carried
As of December 31, 2024
Accumulated Depreciation(5)
Year Constructed(6)
 Year Acquired
City State
Land and improvements(1)
Buildings and Improvements(2)
Land and improvements
 Buildings and Improvements
Total(4)
Continuing care retirement community
3089  Birmingham  AL $ —  $ 6,193  $ 32,146  $ 7,845  $ 6,670  $ 39,514  $ 46,184  $ (9,716) 1991 2020
3090  Bradenton  FL —  5,216  88,090  29,437  6,037  116,706  122,743  (27,956) 1985 2020
2997  Clearwater  FL 64,402  6,680  132,521  23,978  7,317  155,862  163,179  (27,404) 1991 2020
3086  Jacksonville  FL —  19,660  167,860  27,057  21,211  193,366  214,577  (38,594) 1989 2020
2996  Leesburg  FL —  8,941  65,698  20,758  9,817  85,580  95,397  (19,236) 1990 2020
2995  Port Charlotte  FL —  5,344  159,612  21,429  7,102  179,283  186,385  (30,007) 1987 2020
2998  Seminole  FL 41,845  14,080  77,485  14,823  15,047  91,341  106,388  (14,930) 1990 2020
3085  Seminole  FL —  13,038  116,819  11,766  13,834  127,789  141,623  (28,051) 1982 2020
3092  Sun City Center  FL —  25,254  175,535  25,544  26,918  199,415  226,333  (46,179) 1992 2020
3087  The Villages  FL —  6,311  113,061  19,819  6,707  132,484  139,191  (26,539) 2009 2020
3084  Holland  MI —  1,572  88,960  13,297  2,134  101,695  103,829  (19,395) 1991 2020
2991  Coatesville  PA —  12,949  126,243  22,116  13,616  147,692  161,308  (26,697) 1998 2020
3080  Haverford  PA —  16,461  108,816  32,212  16,461  141,028  157,489  (57,476) 1989 2006
3088  Spring  TX —  3,210  30,085  13,679  3,544  43,430  46,974  (7,776) 2008 2020
3081  Fort Belvoir  VA —  11,594  99,528  22,394  11,594  121,922  133,516  (55,893) 1990 2006
$ 106,247  $ 156,503  $ 1,582,459  $ 306,154  $ 168,009  $ 1,877,107  $ 2,045,116  $ (435,849)  
Total real estate assets held for sale —  (4,141) (20,364) 13,844  (4,141) (6,520) (10,661) 2,821 
Total, excluding held for sale $ 356,750  $ 2,887,257  $ 11,334,757  $ 5,692,420  $ 2,918,758  $ 16,995,676  $ 19,914,434  $ (4,083,030)
_______________________________________
(1)Assets with no initial land costs to the Company represent land that the Company leases from a third party (i.e., ground leases).
(2)Assets with no initial buildings and improvements costs to the Company represent development projects in process or completed.
(3)Includes adjustments for impairments, disposals, casualty events, and costs capitalized subsequent to acquisition, net of incidental income, if applicable. See Note 6 for information regarding impairment charges recognized during the year ended December 31, 2024.
(4)As of December 31, 2024, the aggregate gross cost of property included above for federal income tax purposes was approximately $21 billion.
(5)Buildings and improvements are depreciated over useful lives ranging up to 50 years.
(6)Year of original construction/year of last major renovation, if applicable.
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A summary of activity for real estate and accumulated depreciation is as follows (in thousands):
Year ended December 31,
2024 2023 2022
Real estate:
Balances at beginning of year $ 16,620,314  $ 16,211,621  $ 15,506,658 
Real estate assets acquired in connection with the Merger
 3,696,519  —  — 
Acquisition of real estate and development and improvements 668,803  754,225  1,102,593 
Sales and/or transfers to assets held for sale (909,629) (137,731) (82,350)
Deconsolidation of real estate —  —  (189,605)
Impairments (13,118) —  — 
Other(1)
 (148,455) (207,801) (125,675)
Balances at end of year $ 19,914,434  $ 16,620,314  $ 16,211,621 
Accumulated depreciation:
Balances at beginning of year $ 3,591,951  $ 3,188,138  $ 2,839,229 
Depreciation expense 749,376  609,461  575,125 
Sales and/or transfers to assets held for sale (132,604) (12,711) (30,428)
Deconsolidation of real estate —  —  (89,766)
Other(1)
 (125,693) (192,937) (106,022)
Balances at end of year $ 4,083,030  $ 3,591,951  $ 3,188,138 
_______________________________________
(1)Primarily represents real estate and accumulated depreciation related to fully depreciated assets and reductions to net real estate due to casualty events.
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Schedule IV: Mortgage Loans on Real Estate
(in thousands)
Location Segment Interest Rate Fixed / Variable Maturity Date Periodic Payment Terms Prior Liens Face Amount of Mortgages Carrying Amount of Mortgages Principal Amount Subject to Delinquent Principal or Interest
First mortgages relating to 61 properties:
Multiple Other 6.00  % Fixed
7/19/2026(1)
Interest only
 $ —  $ 418,389  $ 399,209  $ — 
First mortgages relating to 5 properties:
Multiple Other
Greater of 9.00% or 4.00% + (SOFR + 10 bps)
 Variable 8/1/2027 Interest only —  58,090  57,177  — 
First mortgages relating to 10 properties:
Multiple Other
Greater of 12.00% or 7.00% + (SOFR + 11 bps)
 Variable
1/21/2025(2)
 Interest only —  48,000  47,911  — 
Construction loan relating to one property:
Arizona Other 7.47  % Fixed
2/6/2027(3)
(4)
 —  25,654  23,528  — 
Other construction loans each individually less than 3% of total carrying amount:
Various(5)
 Other
7.57% to 7.84%
 Fixed 12/31/2026 to 7/19/2027
(4)
 —  21,238  20,135  — 
First mortgages relating to one property:
Alabama Other 10.00  % Fixed
1/12/2025(6)
 (4) —  35,350  34,592  — 
Other first mortgages each individually less than 3% of total carrying amount:
Various(7)
 Other
7.00% to 10.00%
Fixed
6/30/2025 to 12/20/2028(8)
(9)
 —  31,761  30,232  — 
$ —  $ 638,482  $ 612,784  $ — 
_______________________________________
(1)This loan includes options to extend the maturity date to July 19, 2028.
(2)In January 2025, the Company received full repayment of the outstanding balance of this secured loan (see Note 8 to the Consolidated Financial Statements for additional information).
(3)This loan includes an option to extend the maturity date to May 5, 2028.
(4)A portion of interest is due monthly with remaining interest added to the outstanding principal balance.
(5)Includes various construction loans each related to one property in Arizona and Texas. In January 2025, the Company received full repayment of the $15 million outstanding balance of a construction loan in Texas (see Note 8 to the Consolidated Financial Statements for additional information).
(6)In January 2025, the maturity date of this loan was extended to July 12, 2025.
(7)Includes various first mortgages each related to one property in Arizona, Florida, Georgia, Texas, and Wisconsin.
(8)This loan includes an option to extend the maturity date to December 20, 2029.
(9)Includes both (i) loans that are interest only or (ii) loans in which a portion of interest is due monthly with remaining interest added to the outstanding principal balance.
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  Year Ended December 31,
  2024 2023 2022
Reconciliation of mortgage loans
Balance at beginning of year $ 175,717  $ 341,749  $ 390,291 
Additions:
New mortgage loans
 486,667  —  — 
Draws and additions to existing mortgage loans 30,745  11,602  5,525 
Total additions 517,412  11,602  5,525 
Deductions:
Principal repayments (77,643) (183,084) (47,591)
Recoveries (reserves) for loan losses(1)
 (2,702) 5,450  (6,476)
Total deductions (80,345) (177,634) (54,067)
Balance at end of year $ 612,784  $ 175,717  $ 341,749 
_______________________________________
(1)Excludes reserves and recoveries for expected loan losses associated with unfunded loan commitments which are included in accounts payable, accrued liabilities, and other liabilities on the Consolidated Balance Sheets.
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ITEM 9.    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
ITEM 9A.    Controls and Procedures
Disclosure Controls and Procedures.  We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
As required by Rules 13a-15(b) and 15d-15(b) of the Exchange Act, we carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2024. Based upon that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of December 31, 2024.
Management’s Annual Report on Internal Control over Financial Reporting.  Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation under the framework in Internal Control—Integrated Framework (2013), our management concluded that our internal control over financial reporting was effective as of December 31, 2024.
The effectiveness of our internal control over financial reporting as of December 31, 2024 has been audited by Deloitte & Touche LLP, the independent registered public accounting firm that audited the financial statements included in this Annual Report on Form 10-K, as stated in their report, which is included herein.
Changes in Internal Control Over Financial Reporting.  There were no changes in our 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 quarter ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the stockholders and the Board of Directors of Healthpeak Properties, Inc.
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Healthpeak Properties, Inc. and subsidiaries (the “Company”) as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2024, of the Company and our report dated February 4, 2025, expressed an unqualified opinion on those financial statements.
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 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 the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit 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, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and 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/ DELOITTE & TOUCHE LLP
Costa Mesa, California
February 4, 2025
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ITEM 9B.    Other Information
Insider Trading Arrangements
During the three months ended December 31, 2024, none of our directors or Section 16 officers adopted, modified, or terminated any Rule 10b5-1 trading arrangement or any non-Rule 10b5-1 trading arrangement.
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
Except as provided below, the information required under Item 10 is incorporated herein by reference to our definitive proxy statement to be filed with the SEC within 120 days after the end of our fiscal year ended December 31, 2024 in connection with our 2025 Annual Meeting of Stockholders.
We have adopted a Code of Business Conduct and Ethics that applies to all of our directors and employees, including our principal executive officer, principal financial officer, principal accounting officer, and controller. We have also adopted a Vendor Code of Business Conduct and Ethics applicable to our vendors and business partners. Current copies of our Code of Business Conduct and Ethics and Vendor Code of Business Conduct and Ethics are posted on our website at www.healthpeak.com/corporate-impact/governance. In addition, waivers from, and amendments to, our Code of Business Conduct and Ethics that apply to our directors and executive officers, including our principal executive officer, principal financial officer, principal accounting officer, or persons performing similar functions, will be timely posted in the Investors section of our website at www.healthpeak.com.
ITEM 11.    Executive Compensation
The information required under Item 11 is incorporated herein by reference to our definitive proxy statement to be filed with the SEC within 120 days after the end of our fiscal year ended December 31, 2024 in connection with our 2025 Annual Meeting of Stockholders.
ITEM 12.    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required under Item 12 is incorporated herein by reference to our definitive proxy statement to be filed with the SEC within 120 days after the end of our fiscal year ended December 31, 2024 in connection with our 2025 Annual Meeting of Stockholders.
ITEM 13.    Certain Relationships and Related Transactions, and Director Independence
The information required under Item 13 is incorporated herein by reference to our definitive proxy statement to be filed with the SEC within 120 days after the end of our fiscal year ended December 31, 2024 in connection with our 2025 Annual Meeting of Stockholders.
ITEM 14.    Principal Accountant Fees and Services
The information required under Item 14 is incorporated herein by reference to our definitive proxy statement to be filed with the SEC within 120 days after the end of our fiscal year ended December 31, 2024 in connection with our 2025 Annual Meeting of Stockholders.
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PART IV
ITEM 15.    Exhibits and Financial Statement Schedules
(a) 1.  Financial Statements
The following Consolidated Financial Statements are included in Part II, Item 8, Financial Statements and Supplementary Data of this Annual Report on Form 10-K.
Report of Independent Registered Public Accounting Firm (PCAOB ID No. 34)
Consolidated Balance Sheets - December 31, 2024 and 2023
Consolidated Statements of Operations - for the years ended December 31, 2024, 2023, and 2022
Consolidated Statements of Comprehensive Income (Loss) - for the years ended December 31, 2024, 2023, and 2022
Consolidated Statements of Equity and Redeemable Noncontrolling Interests - for the years ended December 31, 2024, 2023, and 2022
Consolidated Statements of Cash Flows - for the years ended December 31, 2024, 2023, and 2022
Notes to the Consolidated Financial Statements
(a) 2.  Financial Statement Schedules
The following Consolidated Financial Statement Schedules are included in Part II, Item 8, Financial Statements and Supplementary Data of this Annual Report on Form 10-K.
Schedule II: Valuation and Qualifying Accounts
Schedule III: Real Estate and Accumulated Depreciation
Schedule IV: Mortgage Loans on Real Estate
(a) 3.    Exhibits
Exhibit Incorporated by reference herein
Number Description Form Date Filed
2.1+
Current Report on Form 8-K12B
 February 10, 2023
2.2+
Current Report on Form 8-K
 October 30, 2023
3.1
Current Report on Form 8-K12B
 February 10, 2023
3.2
Current Report on Form 8-K12B
 February 10, 2023
3.3
Current Report on Form 8-K
 March 1, 2024
3.4
Current Report on Form 8-K12B
 February 10, 2023
3.5
Current Report on Form 8-K
 March 1, 2024
4.1 Registration Statement on Form S‑3/A
(Registration No. 333-86654)		 May 21, 2002
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Table of Contents
4.1.1 Current Report on Form 8‑K January 24, 2011
4.1.2
Current Report on Form 8-K12B
 February 10, 2023
4.1.3
Current Report on Form 8-K
 March 1, 2024
4.2
Registration Statement on Form S-3ASR
(Registration No. 333‑269718)

 February 13, 2023
4.2.1 Current Report on Form 8‑K January 21, 2015
4.2.2 Current Report on Form 8‑K May 20, 2015
4.2.3 Current Report on Form 8‑K July 5, 2019
4.2.4 Current Report on Form 8‑K November 21, 2019
4.2.5
Current Report on Form 8-K
June 23, 2020
4.2.6
Current Report on Form 8-K
July 12, 2021
4.2.7
Current Report on Form 8-K
November 24, 2021
4.2.8
Current Report on Form 8-K
 January 17, 2023
4.2.9
Current Report on Form 8-K12B
February 10, 2023
4.2.10
Current Report on Form 8-K
May 10, 2023
4.2.11
Current Form on Form 8-K
March 1, 2024
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Table of Contents
4.3
Registration Statement on Form S-3 ASR (File No. 333-276954)
February 8, 2024
4.3.1
 Registration Statement on Form S-3 ASR (File No. 333-276954) February 8, 2024
4.3.2
 Registration Statement on Form S-3 ASR (File No. 333-276954) February 8, 2024
4.3.3
 Registration Statement on Form S-3 ASR (File No. 333-276954) February 8, 2024
4.3.4
Current Report on Form 8-K
 March 1, 2024
4.4
Current Report on Form 8-K
 January 24, 2011
4.5
Current Report on Form 8-K
 January 21, 2015
4.6
Current Report on Form 8-K
 May 20, 2015
4.7
Current Report on Form 8-K
 July 5, 2019
4.8
Current Report on Form 8-K
 July 5, 2019
4.9
Current Report on Form 8-K
 November 21, 2019
4.10
Current Report on Form 8-K
 June 23, 2020
4.11
Current Report on Form 8-K
 July 12, 2021
4.12
Current Report on Form 8-K
 November 24, 2021
4.13
Current Report on Form 8-K
 January 17, 2023
4.14
Current Report on Form 8-K
 May 10, 2023
4.15†
10.1
Current Report on Form 8-K12B
 February 10, 2023
10.2
Current Report on Form 8-K12B
 February 10, 2023
10.3
Current Report on Form 8-K
 December 9, 2024
10.4
Current Report on Form 8-K
 March 1, 2024
10.4.1
Current Report on Form 8-K
 March 1, 2024
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Table of Contents
10.4.2
Current Report on Form 8-K
 March 1, 2024
10.4.3
Current Report on Form 8-K
 March 1, 2024
10.4.4
Current Report on Form 8-K
 December 9, 2024
10.5
Current Report on Form 8-K
 August 22, 2022
10.5.1
Current Report on Form 8-K12B
 February 10, 2023
10.5.2
Quarterly Report on Form 10-Q
 April 26, 2024
10.5.3
Current Report on Form 8-K
 December 9, 2024
10.6
Current Report on Form 8-K
February 17, 2023
10.6.1
Current Report on Form 8-K
 March 11, 2024
10.6.2
Quarterly Report on Form 10-Q
 July 26, 2024
10.7*
 Quarterly Report on Form 10‑Q November 3, 2009
10.8*
 Quarterly Report on Form 10-Q August 5, 2014
10.9*
 Quarterly Report on Form 10-Q April 28, 2023
10.10*
 Quarterly Report on Form 10-Q April 28, 2023
149
Table of Contents
10.11*
Annual Report on Form 10-K
 February 13, 2020
10.11.1*
Current Report on Form 8-K12B
 February 10, 2023
10.11.2*
 Quarterly Report on Form 10-Q May 3, 2018
10.11.3*
 Quarterly Report on Form 10-Q May 4, 2022
10.11.4*
 Quarterly Report on Form 10-Q April 28, 2023
10.11.5*
 Quarterly Report on Form 10-Q April 28, 2023
10.11.6*
 Quarterly Report on Form 10-Q April 28, 2023
10.11.7*
 Quarterly Report on Form 10-Q April 28, 2023
10.11.8*
 Quarterly Report on Form 10-Q April 28, 2023
10.11.9*
 Quarterly Report on Form 10-Q April 28, 2023
10.12*
 Current Report on Form 8-K
April 27, 2023
10.12.1*
 Quarterly Report on Form 10-Q April 28, 2023
10.12.2*
 Quarterly Report on Form 10-Q April 28, 2023
10.12.3*
Quarterly Report on Form 10-Q
 April 26, 2024
10.12.4*
Quarterly Report on Form 10-Q
 April 26, 2024
10.12.5*
Quarterly Report on Form 10-Q
 April 26, 2024
10.12.6*
Quarterly Report on Form 10-Q
 April 26, 2024
10.12.7*†
10.13*
 Annual Report on Form 10‑K, as amended February 12, 2008
10.14
 Registration Statement on Form S‑3
(Registration No. 333‑49746)		 November 13, 2000
10.15
Quarterly Report on Form 10-Q
 April 26, 2024
19.1†
21.1†
22.1†
150
Table of Contents
23.1†
31.1†
31.2†
32.1††
32.2††
97.1
Annual Report on Form 10-K
 February 9, 2024
101.INS† XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH† XBRL Taxonomy Extension Schema Document.
101.CAL† XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF† XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB† XBRL Taxonomy Extension Label Linkbase Document.
101.PRE† XBRL Taxonomy Extension Presentation Linkbase Document.
104 Cover Page Interactive Data File (formatted as Inline XBRL document and contained in Exhibit 101).
_______________________________________
+    Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2).
*    Management Contract or Compensatory Plan or Arrangement.
†    Filed herewith.
††    Furnished herewith.

ITEM 16.    Form 10-K Summary
None.
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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.
Dated: February 4, 2025
Healthpeak Properties, Inc.
/s/ SCOTT M. BRINKER
Scott M. Brinker,
President and Chief Executive Officer
(Principal Executive Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Signature Title Date
/s/ SCOTT M. BRINKER President and Chief Executive Officer, Director February 4, 2025
Scott M. Brinker (Principal Executive Officer)
/s/ PETER A. SCOTT Chief Financial Officer February 4, 2025
Peter A. Scott (Principal Financial Officer)
/s/ SHAWN G. JOHNSTON Executive Vice President and Chief Accounting Officer February 4, 2025
Shawn G. Johnston (Principal Accounting Officer)
/s/ KATHERINE M. SANDSTROM
Chair of the Board
 February 4, 2025
Katherine M. Sandstrom
/s/ JOHN T. THOMAS
Vice Chair of the Board
 February 4, 2025
John T. Thomas
/s/ BRIAN G. CARTWRIGHT
Director
 February 4, 2025
Brian G. Cartwright
/s/ JAMES B. CONNOR
Director
 February 4, 2025
James B. Connor
/s/ R. KENT GRIFFIN, JR. Director February 4, 2025
R. Kent Griffin, Jr.
/s/ PAMELA J. KESSLER
 Director February 4, 2025
Pamela J. Kessler
/s/ SARA G. LEWIS
 Director February 4, 2025
Sara G. Lewis
/s/ AVA E. LIAS-BOOKER
 Director February 4, 2025
Ava E. Lias-Booker
/s/ TOMMY G. THOMPSON
 Director February 4, 2025
Tommy G. Thompson
/s/ RICHARD A. WEISS
 Director February 4, 2025
Richard A. Weiss
152
EX-4.15 2 ex41512312024.htm EX-4.15 Document

EXHIBIT 4.15
DESCRIPTION OF CAPITAL STOCK OF HEALTHPEAK PROPERTIES, INC.
References to “we,” “us” and “our” in this section refer to Healthpeak Properties, Inc.
The following description summarizes the material provisions of the common stock and preferred stock we may offer, as well as certain provisions of Maryland law and of our charter, as amended, which we refer to as our charter, and our amended and restated bylaws, as amended, which we refer to as our bylaws. These descriptions are not complete and are subject to, and qualified in their entirety by reference to, our charter and our bylaws and applicable provisions of the Maryland General Corporation Law. For a complete description, we refer you to the Maryland General Corporation Law, our charter and our bylaws. Copies of our charter and bylaws are included as exhibits to our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
Our authorized capital stock consists of 1,500,000,000 shares of common stock, par value $1.00 per share, and 50,000,000 shares of preferred stock, par value $1.00 per share.
Common Stock
As of December 31, 2024, there were 699,485,139 shares of common stock outstanding. All shares of common stock participate equally in dividends payable to holders of common stock, when, as and if authorized by our board and declared by us, and in net assets available for distribution to holders of common stock on liquidation, dissolution, or winding up. Each outstanding share of common stock entitles the holder to one vote on all matters submitted to a vote of our stockholders. Holders of common stock do not have cumulative voting rights in the election of directors.
All issued and outstanding shares of common stock are validly issued, fully paid and nonassessable. Holders of common stock do not have preference, conversion, exchange or preemptive rights. The common stock is listed on the New York Stock Exchange (NYSE Symbol: DOC).
Preferred Stock
As of December 31, 2024, we had no shares of preferred stock outstanding. Under our charter, our board is authorized without further stockholder action to establish and issue, from time to time, up to 50,000,000 shares of our preferred stock, in one or more series. Our board may grant the holders of preferred stock of any series preferences, powers and rights — voting or otherwise — senior to those of holders of shares of our common stock. Our board can authorize the issuance of shares of preferred stock with terms and conditions that could have the effect of delaying or preventing a change of control transaction that might involve a premium price for holders of shares of our common stock or otherwise be in their best interest. All shares of preferred stock will, when issued in exchange for the consideration therefor, be fully paid and nonassessable and will have no preemptive rights. The Maryland General Corporation Law and our charter require our board to determine the terms and conditions of any series of preferred stock, including:
•the number of shares constituting such series and the distinctive designation thereof;
•the voting rights, if any, of such series;
•the rate of dividends payable on such series, the time or times when dividends will be payable, the preference to, or any relation to, the payment of dividends to any other class or series of stock and whether the dividends will be cumulative or noncumulative;
•whether there shall be a sinking or similar fund for the purchase of shares of such series and, if so, the terms and provisions that shall govern such fund;
677897.4


•the rights of the holders of shares of such series upon our liquidation, dissolution or winding up;
•the rights, if any, of holders of shares of such series to convert such shares into, or to exchange such shares for, shares of any other class or series of our stock or any other securities, the price or prices or rate or rates of exchange, with such adjustments as shall be provided, at which such shares shall be convertible or exchangeable, whether such rights of conversion or exchange shall be exercisable at the option of the holder of the shares or upon the happening of a specified event and any other terms or conditions of such conversion or exchange;
•if the shares are redeemable, the prices at which, and the terms and conditions on which, the shares of such series may be redeemed; and
•any other preferences, powers and relative participating, optional or other special rights and qualifications, limitations or restrictions of shares of such series.
Transfer and Ownership Restrictions Relating to Our Common Stock
Our charter contains restrictions on the ownership and transfer of our common stock that are intended to assist us in complying with the requirements to continue to qualify as a real estate investment trust, or REIT.
Subject to limited exceptions, no person or entity may own, or be deemed to own by virtue of the applicable constructive ownership provisions of the Internal Revenue Code of 1986, as amended, or the Internal Revenue Code, more than 9.8% (by number or value of shares, whichever is more restrictive) of the outstanding shares of our common stock. Our board may, but is in no event required to, waive the applicable ownership limit with respect to a particular stockholder if it determines that such ownership will not jeopardize our status as a REIT and our board otherwise decides such action would be in our best interests.
These charter provisions further prohibit:
•any person from actually or constructively owning shares of our stock that would result in our being “closely held” under Section 856(h) of the Internal Revenue Code or otherwise cause us to fail to qualify as a real estate investment trust (including but not limited to ownership that would result in us owning, actually or constructively, an interest in a tenant as described in Section 856(d)(2)(B) of the Internal Revenue Code if the income derived by us, either directly or indirectly, from such tenant would cause us to fail to satisfy any of the gross income requirements of Section 856(c) of the Internal Revenue Code); and
•any person from transferring shares of our capital stock if such transfer would result in shares of our stock being beneficially owned by fewer than 100 persons (determined without reference to any rules of attribution).
Any person who acquires or attempts or intends to acquire actual or constructive ownership of shares of our stock that will or may violate any of these restrictions on ownership and transfer is required to give notice immediately to us and provide us with such other information as we may request in order to determine the effect of the transfer on our qualification as a REIT. Under our charter, if any purported transfer of our stock or any other event would otherwise result in any person violating the applicable ownership limit or such other limit as permitted by our board, then any such purported transfer is void and of no force or effect with respect to the purported transferee as to that number of shares of our stock in excess of the ownership limit or such other limit, and the transferee will acquire no right or interest in such excess shares. Any excess shares described above are transferred automatically, by operation of law, to a trust, the beneficiary of which is a qualified charitable organization selected by us. Such automatic transfer will be deemed to be effective as of the close of business on the business day prior to the date of such violative transfer. Within 20 days of receiving notice from us of the transfer of shares to the trust, the trustee of the trust is required to sell the excess shares to a person or entity who could own the shares without violating the applicable ownership limit, or such other limit as permitted by our board, and distribute to the prohibited transferee an amount equal to the lesser of the price paid by the prohibited transferee for the excess shares or the sales proceeds received by the trust for the excess shares.



Any proceeds in excess of the amount distributable to the prohibited transferee are distributed to the beneficiary of the trust. Prior to a sale of any such excess shares by the trust, the trustee is entitled to receive, in trust for the beneficiary, all dividends and other distributions paid by us with respect to such excess shares, and also is entitled to exercise all voting rights with respect to such excess shares.
Subject to Maryland law, effective as of the date that such shares have been transferred to the trust, the trustee will have the authority, at the trustee’s sole discretion:
•to rescind as void any vote cast by a prohibited transferee prior to the discovery by us that the shares have been transferred to the trust; or
•to recast such vote in accordance with the desires of the trustee acting for the benefit of the beneficiary of the trust.
However, if we have already taken irreversible corporate action, then the trustee will not have the authority to rescind and recast such vote. Any dividend or other distribution paid to the prohibited transferee, prior to the discovery by us that such shares had been automatically transferred to a trust as described above, are required to be repaid to the trustee upon demand for distribution to the beneficiary of the trust. In the event that the transfer to the trust as described above is not automatically effective, for any reason, to prevent violation of the ownership limit or such other limit as permitted by our board, then our charter provides that the transfer of the excess shares is void ab initio.
In addition, shares of common stock held in the trust shall be deemed to have been offered for sale to us, or our designee, at a price per share equal to the lesser of:
•the price per share in the transaction that resulted in such transfer to the trust or, if the event that resulted in the transfer to the trust did not involve a purchase of such shares at market price, the market price on the day of such event; and
•the market price on the date we, or our designee, accepted the offer.
We will have the right to accept the offer until the trustee has sold the shares of stock held in the trust. Upon a sale to us, the interest of the beneficiary in the shares sold will terminate and the trustee will distribute the net proceeds of the sale to the prohibited transferee.
If any purported transfer of shares of common stock would cause us to be beneficially owned by fewer than 100 persons, such transfer will be null and void ab initio in its entirety and the intended transferee will acquire no rights to the stock.
All certificates representing shares of common stock bear a legend referring to the restrictions described above. The foregoing ownership limitations could delay, deter or prevent a transaction or a change in control of us that might involve a premium price for the common stock or otherwise be in the best interest of our stockholders.
In addition, if our board shall, at any time and in good faith, be of the opinion that direct or indirect ownership of at least 9.9% of the voting shares of capital stock has or may become concentrated in the hands of one beneficial owner, it shall have the power:
•by lot or other means deemed equitable by it to call for the purchase from any stockholder of a number of voting shares sufficient, in the opinion of our board, to maintain or bring the direct or indirect ownership of voting shares of capital stock of the beneficial owner to a level of no more than 9.9% of our outstanding voting shares; and



•to refuse to transfer or issue voting shares of capital stock to any person whose acquisition of such voting shares would, in the opinion of the board, result in the direct or indirect ownership by that person of more than 9.9% of the outstanding voting shares of our capital stock.
If our board fails to grant an exemption from this 9.9% ownership limitation, then the transfer of shares, options, warrants, or other securities convertible into voting shares that would create a beneficial owner of more than 9.9% of the outstanding voting shares shall be deemed void ab initio, and the intended transferee shall be deemed never to have had an interest in the transferred securities. The purchase price for any voting shares of capital stock so redeemed shall be equal to the fair market value of the shares reflected in the closing sales price for the shares, if then listed on a national securities exchange, or the average of the closing sales prices for the shares if then listed on more than one national securities exchange, or if the shares are not then listed on a national securities exchange, the latest bid quotation for the shares if then traded over-the-counter, on the last business day immediately preceding the day on which we send notices of such acquisitions, or, if no such closing sales prices or quotations are available, then the purchase price shall be equal to the net asset value of such stock as determined by the board in accordance with the provisions of applicable law. From and after the date fixed for purchase by the board, the holder of any shares so called for purchase shall cease to be entitled to distributions, voting rights and other benefits with respect to such shares, except the right to payment of the purchase price for the shares.
Business Combination Provisions
Our charter requires that, except in some circumstances, “business combinations” between us and a beneficial holder, together with its affiliates and associates, of 10% or more of our outstanding voting stock and any affiliate or associate of such holder, which we refer to as a Related Person, be approved by the affirmative vote of at least 90% of our outstanding voting shares. A “business combination” is defined in our charter as:
•any merger or consolidation with or into a Related Person;
•any sale, lease, exchange, transfer or other disposition, including without limitation a mortgage or any other security device, of all or any “Substantial Part” (as defined below) of our assets, including any voting securities of a subsidiary, to a Related Person;
•any merger or consolidation of a Related Person with or into us;
•any sale, lease, exchange, transfer or other disposition of all or any Substantial Part of the assets of a Related Person to us;
•the issuance of any of our securities, other than by way of pro rata distribution to all stockholders, to a Related Person; and
•any agreement, contract or other arrangement providing for any of the transactions described above.
The term “Substantial Part” means more than 10% of the book value of our total assets as of the end of our most recent fiscal year ending prior to the time the determination is being made.
In addition to the restrictions on business combinations contained in our charter, Maryland law also contains restrictions on business combinations. See “Certain Provisions of Maryland Law and Healthpeak Properties, Inc.’s Charter and Bylaws—Business Combinations” below.
The foregoing provisions may have the effect of discouraging unilateral tender offers or other takeover proposals which stockholders might deem to be in their interests or in which they might receive a substantial premium. Our board’s authority to issue and establish the terms of currently authorized preferred stock, without stockholder approval, may also have the effect of discouraging takeover attempts. See “—Preferred Stock” above.



The foregoing provisions could also have the effect of insulating current management against the possibility of removal and could, by possibly reducing temporary fluctuations in market price caused by accumulations of shares of our common stock, deprive stockholders of opportunities to sell at a temporarily higher market price. Our board believes, however, that inclusion of the business combination provisions in our charter may help assure fair treatment of our stockholders and preserve our assets.
Transfer and Ownership Restrictions Relating to Our Preferred Stock
Our charter may contain restrictions on the ownership and transfer of preferred stock that are intended to assist us in complying with the requirements to maintain our qualification as a REIT. Subject to limited exceptions, unless otherwise provided for in the terms of a particular series of preferred stock, no person or entity may own, or be deemed to own by virtue of the applicable constructive ownership provisions of the Internal Revenue Code, more than 9.8% (by number or value of shares, whichever is more restrictive) of the outstanding shares of such series of preferred stock. Our board may, but in no event will be required to, waive the applicable ownership limit with respect to a particular stockholder if it determines that such ownership will not jeopardize our qualification as a REIT and our board otherwise decides such action would be in our best interests. The mechanics for the ownership limits on our preferred stock will be similar to the mechanics related to our common stock, as described in “—Transfer and Ownership Restrictions Relating to Our Common Stock” above, unless otherwise provided in the terms of a particular series of preferred stock.
Certain Provisions of Maryland Law and of Healthpeak Properties, Inc.’s Charter and Bylaws
Election of Directors
Our bylaws provide that our board may establish, increase or decrease the number of directors, provided that the number thereof shall never be less than three nor more than thirteen. Our bylaws also provide for the election of directors, in uncontested elections, by a majority of the votes cast. In contested elections, the election of directors shall be by a plurality of the votes cast. Holders of common stock have no right to cumulative voting for the election of directors. Consequently, at each annual meeting of stockholders, the holders of a majority of the outstanding shares of our common stock can elect all of our directors. A vacancy resulting from an increase in the number of directors may be filled by a majority vote of the entire board or by the affirmative vote of the holders of a majority of our shares then entitled to vote at an election of directors. Other vacancies may be filled by the vote of a majority of the remaining directors.
Removal of Directors
Our charter provides that a director of ours may be removed by the affirmative vote of the holders of two-thirds of the outstanding shares of our voting stock or by a unanimous vote of all other directors. Our stockholders may elect a successor to fill any vacancy which results from the removal of a director.
Business Combinations
Under Maryland law, “business combinations” between a Maryland corporation and an interested stockholder or an affiliate of an interested stockholder are prohibited for five years after the most recent date on which the interested stockholder becomes an interested stockholder. These business combinations include a merger, consolidation, share exchange, or, in circumstances specified in the statute, an asset transfer or issuance or reclassification of equity securities. An interested stockholder is defined as:
•any person who beneficially owns ten percent or more of the voting power of the corporation’s shares; or
•an affiliate of the corporation who, at any time within the two-year period prior to the date in question, was the beneficial owner of ten percent or more of the voting power of the then outstanding voting stock of the corporation.



After the five-year prohibition, any business combination between the Maryland corporation and an interested stockholder generally must be recommended by the board of the corporation and approved by the affirmative vote of at least:
•80% of the votes entitled to be cast by holders of outstanding shares of voting stock of the corporation; and
•two-thirds of the votes entitled to be cast by holders of voting stock of the corporation other than shares held by the interested stockholder with whom or with whose affiliate the business combination is to be effected or which are held by an affiliate or associate of the interested stockholder.
These super-majority vote requirements do not apply if the corporation’s common stockholders receive a minimum price, as defined under Maryland law, for their shares in the form of cash or other consideration in the same form as previously paid by the interested stockholder for its shares. None of these provisions of Maryland law will apply, however, to business combinations that are approved or exempted by the board of the corporation prior to the time that the interested stockholder becomes an interested stockholder.
In addition to the restrictions on business combinations provided under Maryland law, our charter also contains restrictions on business combinations. See “—Business Combination Provisions” above.
Control Share Acquisitions
Maryland law provides that holders of “control shares” of a Maryland corporation acquired in a “control share acquisition” have no voting rights with respect to the control shares except to the extent approved by a vote of two-thirds of the votes entitled to be cast on the matter. Shares of stock owned by the acquiror, by officers or by directors who are employees of the corporation are excluded from shares entitled to vote on the matter. “Control shares” are voting shares of stock which, if aggregated with all other shares of stock owned by the acquiror or shares of stock for which the acquiror is able to exercise or direct the exercise of voting power except solely by virtue of a revocable proxy, would entitle the acquiror to exercise voting power in electing directors within one of the following ranges of voting power:
•one-tenth or more but less than one-third;
•one-third or more but less than a majority; or
•a majority or more of all voting power.
Control shares do not include shares the acquiring person is then entitled to vote as a result of having previously obtained stockholder approval. Except as otherwise specified in the statute, a “control share acquisition” means the acquisition of control shares.
Once a person who has made or proposes to make a control share acquisition has undertaken to pay expenses and satisfied other conditions, the person may compel the board to call a special meeting of stockholders to be held within 50 days of demand to consider the voting rights of the shares. If no request for a meeting is made, the corporation may itself present the question at any stockholders meeting.
If voting rights are not approved at the meeting or if the acquiring person does not deliver an acquiring person statement as required by the statute, then the corporation may be able to redeem any or all of the control shares for fair value, except for control shares for which voting rights previously have been approved. The right of the corporation to redeem control shares is subject to certain conditions and limitations. Fair value is determined without regard to the absence of voting rights for control shares, as of the date of the last control share acquisition by the acquiror or of any meeting of stockholders at which the voting rights of control shares are considered and not approved. If voting rights for control shares are approved at a stockholders meeting and the acquiror becomes entitled to vote a majority of the shares entitled to vote, all other stockholders may exercise appraisal rights. The fair value of the shares as determined for purposes of these appraisal rights may not be less than the highest price per share paid by the acquiror in the control share acquisition.



Some of the limitations and restrictions otherwise applicable to the exercise of dissenters’ rights do not apply in the context of a control share acquisition.
The control share acquisition statute does not apply to shares acquired in a merger, consolidation or share exchange if the corporation is a party to the transaction or to acquisitions approved or exempted by the charter or bylaws of the corporation. Our bylaws contain a provision exempting acquisitions of shares of our stock from the control share acquisition statute. However, our board may amend our bylaws in the future to repeal or modify this exemption, in which case any control shares of our company acquired in a control share acquisition will be subject to the control share acquisition statute.
Unsolicited Takeovers
Under Maryland law, a Maryland corporation with a class of equity securities registered under the Securities Exchange Act of 1934, or the Exchange Act, and at least three independent directors may elect to be subject to certain statutory provisions relating to unsolicited takeovers which, among other things, would automatically classify the board into three classes with staggered terms of three years each and vest in the board the exclusive right to determine the number of directors and the exclusive right, by the affirmative vote of a majority of the remaining directors, to fill vacancies on the board, even if the remaining directors do not constitute a quorum. These statutory provisions relating to unsolicited takeovers also provide that any director elected to fill a vacancy shall hold office for the remainder of the full term of the class of directors in which the vacancy occurred, rather than the next annual meeting of directors as would otherwise be the case, and until his successor is elected and qualified.
Our board of directors has adopted a resolution prohibiting us from electing to be subject to the provisions of the unsolicited takeover statute relating to the classification of the board unless such election is first approved by our stockholders by the affirmative vote of a majority of all the votes entitled to be cast on the matter. An election to be subject to any or all of the other foregoing statutory provisions may be made in our charter or bylaws, or by resolution of our board without stockholder approval. Any such statutory provision to which we elect to be subject will apply even if other provisions of Maryland law or our charter or bylaws provide to the contrary. Neither our charter nor our bylaws provides that we are subject to any of the foregoing statutory provisions relating to unsolicited takeovers. However, our board could adopt a resolution, without stockholder approval, to elect to become subject to some or all of these statutory provisions except the statutory provisions relating to the classification of the board.
If we made an election, upon stockholder approval of such election, to be subject to the statutory provisions relating to the classification of the board and our board were divided into three classes with staggered terms of office of three years each, the classification and staggered terms of office of our directors would make it more difficult for a third party to gain control of our board since at least two annual meetings of stockholders, instead of one, generally would be required to effect a change in the majority of our board.
Amendments to the Charter
Provisions of our charter on business combinations, the number of directors and certain ownership restrictions may be amended only if approved by our board and by our stockholders by the affirmative vote of two-thirds of all of the votes entitled to be cast by our stockholders on the matter. Other amendments to our charter require approval by our board and approval by our stockholders by the affirmative vote of a majority of all the votes entitled to be cast by our stockholders on the matter.
Amendment to the Bylaws
Provisions of our bylaws on the number of directors, in certain circumstances, and the vote required to amend the bylaws may be amended only by unanimous vote of the board or by the affirmative vote of not less than 90% of all of the votes entitled to be cast by our stockholders on the matter. Other amendments to our bylaws require the affirmative vote of a majority of the entire board or the affirmative vote of a majority of all of the votes entitled to be cast by our stockholders on the matter.



Dissolution of Healthpeak Properties, Inc.
Our dissolution must be approved by our board by a majority vote of the entire board and by our stockholders by the affirmative vote of a majority of all the votes entitled to be cast by our stockholders on the matter.
Advance Notice of Director Nominations and New Business; Procedures of Special Meetings Requested by Stockholders
Our bylaws provide that nominations of persons for election to the board and the proposal of business to be considered by stockholders at the annual or special meeting of stockholders may be made only:
•pursuant to our notice of the meeting;
•by or at the direction of the board; or
•by a stockholder who was a stockholder at the time the notice of meeting was given and is entitled to vote at the meeting and who has complied with the advance notice procedures, including the minimum time period, described in the bylaws.
Our bylaws also provide that only the business specified in our notice of meeting may be brought before a special meeting of stockholders. Our bylaws provide that our stockholders have the right to call a special meeting only upon the written request of the stockholders holding in the aggregate not less than 50% of the outstanding shares entitled to vote on the business proposed to be transacted at such meeting.
Proxy Access
Our bylaws permit any stockholder or group of up to 25 stockholders (counting as one stockholder, for purposes of the aggregation limit, any two or more funds that are part of the same qualifying fund group, as such term is defined in our bylaws) who have maintained continuous qualifying ownership of 3% or more of our outstanding common stock for at least the previous three years to include up to a specified number of director nominees in our proxy materials for an annual meeting of stockholders. If a group of stockholders is aggregating its shareholdings in order to meet the 3% ownership requirement, the ownership of the group will be determined by aggregating the lowest number of shares continuously owned by each member during the three-year holding period. A nominating stockholder is considered to own only the shares for which the stockholder possesses the full voting and investment rights and the full economic interest (including the opportunity for profit and risk of loss). Under this provision, borrowed or hedged shares do not count as “owned” shares. Furthermore, to the extent not otherwise excluded pursuant to this definition of ownership, a nominating stockholder’s “short position” as defined in Rule 14e-4 under the Exchange Act is deducted from the shares otherwise “owned.” Loaned shares are counted toward the ownership requirement, provided that certain recall requirements described in our bylaws are met.
The maximum number of stockholder nominees permitted under the proxy access provisions of our bylaws shall not exceed the greater of (i) two or (ii) 20% of the directors in office as of the last day a notice of nomination may be timely received. If the 20% calculation does not result in a whole number, the maximum number of stockholder nominees is the closest whole number below 20%. If one or more vacancies occurs for any reason after the nomination deadline and our board decides to reduce the size of our board in connection therewith, the 20% calculation will be applied to the reduced size of the board, with the potential result that a stockholder nominee may be disqualified. Stockholder-nominated candidates whose nomination is withdrawn or whom the board determines to include in our proxy materials as board-nominated candidates will be counted against the 20% maximum. In addition, any director in office as of the nomination deadline who was included in our proxy materials as a stockholder nominee for either of the two preceding annual meetings and whom our board decides to renominate for election to the board also will be counted against the 20% maximum.



Notice of a nomination pursuant to the proxy access provisions of our bylaws must be received no earlier than 150 days and no later than 120 days before the anniversary of the date that we distributed our proxy statement for the previous year’s annual meeting of stockholders. The proxy access provisions of our bylaws require certain disclosure, representations and agreements to be provided or made by nominating stockholders and contain certain other procedural provisions.
A stockholder nominee will not be eligible for inclusion in our proxy materials (i) if any stockholder has nominated a person pursuant to the advance notice provision of our bylaws; (ii) if the nominee would not be independent; (iii) if the nominee’s election would cause us to violate our bylaws, our charter or any applicable listing standards, laws, rules or regulations; (iv) if the nominee is or has been an officer or director of a competitor, as defined in Section 8 of the Clayton Antitrust Act of 1914, within the past three years; or (v) if the nominee or the stockholder who nominated him or her has provided false and misleading information to us or otherwise breached any of its or their obligations, representations or agreements under the proxy access provisions of our bylaws. Stockholder nominees who are included in our proxy materials but subsequently withdraw from or become ineligible or unavailable for election at the meeting or do not receive at least 10% of the votes cast in the election will be ineligible for nomination under the proxy access provisions of our bylaws for the next two annual meetings. A nomination made under the proxy access provisions of our bylaws will be disregarded at the annual meeting under certain circumstances described in our bylaws.
Anti-Takeover Effect of Provisions of Maryland Law and of Our Charter and Bylaws
The provisions in our charter on removal of directors and business combinations, the business combinations and control share acquisition provisions of Maryland law, the unsolicited takeover provisions of Maryland law (if we elect to become subject to such provisions) and the provisions of our bylaws relating to advance notice, proxy access and stockholder-requested special meetings may delay, deter or prevent a change of control or other transaction in which holders of some, or a majority, of the common stock might receive a premium for their common stock over the then prevailing market price or which such holders might believe to be otherwise in their best interests.
Limitation of Liability and Indemnification
Maryland law permits a Maryland corporation to include in its charter a provision limiting the liability of its directors and officers to the corporation and its stockholders for money damages. However, a Maryland corporation may not limit liability resulting from actual receipt of an improper benefit or profit in money, property or services. Also, liability resulting from active and deliberate dishonesty may not be eliminated if a final judgment establishes that the dishonesty is material to the cause of action. Our charter contains a provision which limits the liability of directors and officers for money damages to the maximum extent permitted by Maryland law. This provision does not limit our right or that of our stockholders to obtain equitable relief, such as an injunction or rescission.
Our bylaws obligate us, to the maximum extent permitted by Maryland law, to indemnify and, without requiring a preliminary determination as to the ultimate entitlement to indemnification, to pay or reimburse reasonable expenses before final disposition of a proceeding to:
•any present or former director or officer who is made a party to the proceeding by reason of his service in that capacity; or
•any individual who, while one of our directors or officers and at our request, serves or has served another corporation, partnership, joint venture, trust, employee benefit plan or any other enterprise as a director, officer, partner or trustee of such corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise and who is made a party to the proceeding by reason of his service in that capacity.
The bylaws authorize us, with the approval of our board, to provide indemnification and advancement of expenses to our agents and employees.



Unless limited by a corporation’s charter, Maryland law requires a corporation to indemnify a director or officer who has been successful, on the merits or otherwise, in the defense of any proceeding to which he is made a party by reason of his service in that capacity, or in the defense of any claim, issue or matter in the proceeding. Our charter does not alter this requirement.
Maryland law permits a corporation to indemnify its present and former directors and officers, among others, against:
•judgments;
•penalties;
•fines;
•settlements; and
•reasonable expenses actually incurred by them in connection with any proceeding to which they may be made a party by reason of their service in those or other capacities.
Maryland law does not permit a corporation to indemnify its present and former directors and officers if it is established that:
•the act or omission of the director or officer was material to the matter giving rise to the proceeding and was committed in bad faith or was the result of active and deliberate dishonesty;
•the director or officer actually received an improper personal benefit in money, property or services; or
•in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful.
Under Maryland law, a Maryland corporation generally may not indemnify for an adverse judgment in a suit by or in the right of the corporation. Also, a Maryland corporation generally may not indemnify for a judgment of liability on the basis that personal benefit was improperly received. In either of these cases, a Maryland corporation may indemnify for expenses only if a court so orders.
Maryland law permits a corporation to advance reasonable expenses to a director or officer. First, however, the corporation must receive a written affirmation by the director or officer of his good faith belief that he has met the standard of conduct necessary for indemnification by the corporation. The corporation must also receive a written undertaking, either by the director or officer or on his behalf, to repay the amount paid or reimbursed by the corporation if it shall ultimately be determined that the standard of conduct was not met. The termination of any proceeding by conviction, or upon a plea of nolo contendere or its equivalent, or an entry of any order of probation prior to judgment, creates a rebuttable presumption that the director or officer did not meet the requisite standard of conduct required for indemnification to be permitted.
It is the position of the Securities and Exchange Commission that indemnification of directors and officers for liabilities arising under the Securities Act of 1933, as amended, or the Securities Act, is against public policy and is unenforceable pursuant to Section 14 of the Securities Act.
Transfer Agent
The registrar and transfer agent for our common stock is Equiniti Trust Company, LLC.
EX-10.12 7 3 ex1012712312024.htm EX-10.12.7 Document

Exhibit 10.12.7
HEALTHPEAK PROPERTIES, INC.
2023 PERFORMANCE INCENTIVE PLAN
NON-NEO OP UNIT AWARD AGREEMENT
THIS NON-NEO OP UNIT AWARD AGREEMENT (this “Agreement”) is effective as of [] (the “Award Date”) by and between Healthpeak Properties, Inc., a Maryland corporation (the “Corporation”), Healthpeak OP, LLC (the “Partnership”), and [] (the “Participant”).
W I T N E S S E T H
WHEREAS, to the Corporation maintains the Healthpeak Properties, Inc. 2023 Performance Incentive Plan, as amended and/or restated from time to time (the “Plan”);
WHEREAS, pursuant to that certain Non-NEO Restricted Stock Unit Award Agreement, dated as of [●] (the “Original Award Date”), Old Healthpeak (as defined below) previously granted to the Participant an award of [●] restricted stock units under the Plan (the “RSU Award”);
WHEREAS, pursuant to that certain Agreement and Plan of Merger, dated as of February 7, 2023 (the “Merger Agreement”), by and among the entity known as Healthpeak Properties, Inc. prior to the Merger (“Old Healthpeak”), New Healthpeak, Inc. and Healthpeak Merger Sub, Inc. (“Merger Sub”), Merger Sub merged with and into Old Healthpeak, with Old Healthpeak being the surviving entity and becoming a subsidiary of New Healthpeak, Inc. (the “Merger”);
WHEREAS, following the Merger, New Healthpeak, Inc. changed its name to “Healthpeak Properties, Inc.” and Old Healthpeak converted to a Maryland limited liability company named “Healthpeak OP, LLC”;
WHEREAS, effective as of the effective time of the Merger, the RSU Award was automatically converted into a restricted stock unit award with respect to the same number of shares of common stock of the Corporation and subject to the same terms and conditions, including vesting terms, as the RSU Award immediately prior to the effective time of the Merger;
WHEREAS, as of the date hereof, [●] restricted stock units remained outstanding under the RSU Award;
WHEREAS, the Participant elected to cancel and replace the RSU Award with an award of profits interest units (“OP Units”, which are “LTIP Units” as defined in the Plan); and
WHEREAS, the Corporation, the Partnership and the Participant desire to enter into this Agreement to set forth the terms of the award of OP Units resulting from the cancellation and replacement of the RSU Award.
NOW THEREFORE, in consideration of services rendered and to be rendered by the Participant to or for the benefit of the Partnership, and the mutual promises made herein and the mutual benefits to be derived therefrom, the parties agree as follows:
1.Defined Terms. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Plan or the Partnership Agreement, as applicable.
1




2.Grant.
(a)Subject to the terms of this Agreement, the Partnership hereby grants to the Participant an award (the “Award”) of [•] OP Units. The Partnership and the Participant acknowledge and agree that the OP Units are hereby issued to the Participant for the performance of services to or for the benefit of the Partnership in his or her capacity as a Member or in anticipation of the Participant becoming a Member. Upon receipt of the Award, the Participant shall, automatically and without further action on his or her part, be deemed to be a party to, signatory of and bound by the Partnership Agreement. At the request of the Partnership, the Participant shall execute the Partnership Agreement or a joinder or counterpart signature page thereto. The Participant acknowledges that the Partnership may from time to time issue or cancel (or otherwise modify) OP Units in accordance with the terms of the Partnership Agreement. The OP Units shall have the rights, voting powers, restrictions, limitations as to distributions, qualifications and terms and conditions of redemption and conversion set forth in this Agreement, the Plan and in the Partnership Agreement, and any rules adopted by the Administrator, as such rules are in effect from time to time. The parties acknowledge and agree that the OP Units are being granted subject to the cancellation of, and as a replacement for, the RSU Award, and the Participant acknowledges, agrees and consents to such cancellation and replacement as set forth herein. The Participant further agrees that, as of the Effective Date, the RSU Award and the restricted stock units subject thereto shall be cancelled and of no further force or effect, and the Participant shall have no further right, title or interest in the RSU Award, such restricted stock units or any shares of stock issuable thereunder.
(b)As a condition to the grant of the Award and the Participant’s right to receive and retain the OP Units, (i) concurrent with or prior to the execution of this Agreement, the Participant shall execute  and deliver to the Company a Non-Referral Source Certification substantially in the form attached hereto as Exhibit A (a “Certification”) and (ii) the Participant’s representations and warranties set forth therein shall be true and correct in all respects as of the date thereof.  In the event that the Participant has previously delivered a true and correct Certification to the Company, the provisions of this Section 2(b) shall not apply and the Participant shall not be required to execute and deliver an additional Certification in connection with the grant of the Award.
3.Vesting. Subject to Section 8 below, the Award shall vest and become nonforfeitable with respect to 100% of the total number of the OP Units issued hereby on the third anniversary of the Original Award Date.
4.Continuance of Employment. Except as otherwise expressly provided in Section 8, the vesting schedule requires continued employment or service through each applicable vesting date, as provided in Section 3, as a condition to the vesting of the applicable installment of the Award and the rights and benefits under this Agreement. Employment or service for only a portion of the vesting period, even if a substantial portion, will not entitle the Participant to any proportionate vesting or avoid or mitigate a termination of rights and benefits upon or following a termination of employment or service as provided in Section 8 below or under the Plan.
Nothing contained in this Agreement or the Plan constitutes an employment or service commitment by the Corporation or any of its Subsidiaries, affects the Participant’s status as an employee at will who is subject to termination without cause, confers upon the Participant any right to remain employed by or in service to the Corporation or any of its Subsidiaries, interferes in any way with the right of the Corporation or any of its Subsidiaries at any time to terminate such employment or services, or affects the right of the Corporation or any of its Subsidiaries to increase or decrease the Participant’s other compensation or benefits. Nothing in this paragraph, however, is intended to adversely affect any independent contractual right of the Participant without his or her consent thereto.




5.Restrictions on Transfer.
(a)The Award and the OP Units are subject to the restrictions on transfer of Membership Units (including, without limitation, OP Units) set forth in Article 11 of the Partnership Agreement. Any permitted transferee of the Award or OP Units shall take such Award or OP Units subject to the terms of the Plan, this Agreement, and the Partnership Agreement. Any such permitted transferee must, upon the request of the Partnership, agree to be bound by the Plan, the Partnership Agreement, and this Agreement, and shall execute the same on request, and must agree to such other waivers, limitations, and restrictions as the Partnership or the Corporation may reasonably require. Any Transfer of the Award or OP Units which is not made in compliance with the Plan, the Partnership Agreement and this Agreement shall be null and void and of no effect.
(b)Without the consent of the Administrator (which it may give or withhold in its sole discretion), the Participant shall not Transfer any unvested OP Units or any portion of the Award attributable to such unvested OP Units (or any securities into which such unvested OP Units are converted or exchanged), other than by will or pursuant to the laws of descent and distribution (the “Transfer Restrictions”); provided, however, that the Transfer Restrictions shall not apply to any Transfer of unvested OP Units or of the Award to the Partnership or the Corporation.
(c)As to any vested OP Units, the Participant agrees that the Participant will not Transfer such OP Units (or any Common Units or shares of Common Stock in respect of which such OP Units have been exchanged) prior to the date that is one (1) year after the date such OP Units became vested in accordance with the terms of the Award (for example, if 100 Common Units or shares of Common Stock were acquired in respect of 100 OP Units that became vested on a particular date, such one-year period would commence as of such vesting date as to those 100 Common Units or shares); provided, however, that the restrictions set forth in this Section 5(c) shall (i) not apply to any Units or shares sold by the Participant to satisfy any tax liability arising in connection with the exchange or disposition of the OP Units, (ii) not apply to any transfer made without consideration (or for only nominal consideration) to a “family member” (as such term is defined in the SEC General Instructions to a Registration Statement on Form S-8) of the Participant solely for purposes of estate or tax planning, and provided the transfer restrictions on such Units or shares continue in effect after any such transfer, and (iii) lapse upon the Participant’s death or Total Disability or as otherwise provided by the Corporation. The Corporation may provide for any Units or shares of Common Stock acquired with respect to the Award and issued in book-entry form to include notations regarding the restrictions on transfer imposed under this Section 5(c) (or, as to any such Common Units or shares issued in certificate form, provide for such certificates to bear appropriate legends regarding such transfer restrictions).
6.Execution and Return of Documents and Certificates. At the Corporation’s or the Partnership’s request, the Participant hereby agrees to promptly execute, deliver and return to the Partnership any and all documents or certificates that the Corporation or the Partnership deems necessary or desirable to effectuate the cancellation and forfeiture of the unvested OP Units and the portion of the Award attributable to the unvested OP Units, or to effectuate the transfer or surrender of such unvested OP Units and portion of the Award to the Partnership.
7.Covenants, Representations and Warranties. The Participant hereby represents, warrants, covenants, acknowledges and agrees on behalf of the Participant and his or her spouse, if applicable, that:



(a)Investment. The Participant is holding the Award and the OP Units for the Participant’s own account and not for the account of any other Person. The Participant is holding the Award and the OP Units for investment and not with a view to distribution or resale thereof except, in compliance with applicable laws regulating securities.
(b)Relation to the Partnership. The Participant is presently an employee of, or consultant to, the Partnership, or is otherwise providing services to or for the benefit of the Partnership, and in such capacity has become personally familiar with the business of the Partnership.
(c)Access to Information. The Participant has had the opportunity to ask questions of, and to receive answers from, the Partnership with respect to the terms and conditions of the transactions contemplated hereby and with respect to the business, affairs, financial conditions and results of operations of the Partnership.
(d)Registration. The Participant understands that the OP Units have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and the OP Units cannot be transferred by the Participant unless such transfer is registered under the Securities Act or an exemption from such registration is available. The Partnership has made no agreements, covenants or undertakings whatsoever to register the transfer of the OP Units under the Securities Act. The Partnership has made no representations, warranties or covenants whatsoever as to whether any exemption from the Securities Act, including, without limitation, any exemption for limited sales in routine brokers’ transactions pursuant to Rule 144 of the Securities Act, will be available.
(e)Public Trading. None of the Partnership’s securities are presently publicly traded, and the Partnership has made no representations, covenants or agreements as to whether there will be a public market for any of its securities.
(f)Tax Advice. The Partnership has made no warranties or representations to the Participant with respect to the income tax consequences of the transactions contemplated by this Agreement (including, without limitation, with respect to the decision of whether to make an election under Section 83(b) of the Code and with respect to the grant of the OP Units), and the Participant is in no manner relying on the Partnership or its representatives for an assessment of such tax consequences. The Participant hereby recognizes that the Internal Revenue Service has proposed regulations under Sections 83 and 704 of the Code that may affect the proper treatment of the OP Units for federal income tax purposes. In the event that those proposed regulations are finalized, the Participant hereby agrees to cooperate with the Partnership in amending this Agreement and the Partnership Agreement, and to take such other action as may be required, to conform to such regulations. The Participant is advised to consult with his or her own tax advisor with respect to the tax consequences of owning and disposing of the OP Units with respect to the cancellation and replacement of the RSU Award.
8.Effect of Termination of Employment or Services. If the Participant ceases to be employed by or ceases to provide services to the Corporation or a Subsidiary (the date of such termination of employment or service is referred to as the Participant’s “Severance Date”), the Participant’s OP Units shall be cancelled and forfeited to the extent such units have not become vested pursuant to Section 3 hereof upon the Severance Date regardless of the reason for the termination of the Participant’s employment or services; provided, however, that if the Participant’s employment is terminated as a result of the Participant’s death, Total Disability (as defined below) or Retirement (as defined below), the Participant’s OP Units, to the extent such units are not then vested, shall become fully vested as of the Severance Date. If any unvested OP Units are forfeited hereunder, such OP Units shall automatically be cancelled as of the applicable Severance Date without payment of any consideration by the



Corporation and without any other action by the Company, the Partnership, the Participant, or the Participant’s beneficiary or personal representative, as the case may be.
For purposes of the Award, “Total Disability” means a “permanent and total disability” (within the meaning of Section 22(e)(3) of the Code or as otherwise determined by the Administrator). For purposes of the Award, “Retirement” means, that, as of the date of termination of the Participant’s employment or services, the Participant (1) has attained age 65 and completed at least five (5) full years of service as an employee of the Corporation and its Subsidiaries and/or a member of the Board, or (2) has attained age 60 and completed at least fifteen (15) full years of service as an employee of the Corporation and its Subsidiaries and/or a member of the Board.
Notwithstanding the foregoing, the Participant shall be entitled to any accelerated vesting with respect to the OP Units in connection with the Participant’s severance provided for in the circumstances in, and subject to, the express terms of any written employment agreement entered into between the Participant and Corporation or any of its Subsidiaries and that is in effect on the Severance Date.
9.Adjustments Upon Specified Events; Change in Control Event.
(a)Adjustments. To the extent applicable, the Award shall be subject to adjustment by the Administrator in accordance with Section 7.1 of the Plan.
(b)Change in Control Event. Upon the occurrence of an event contemplated by Section 7.2 or 7.3 of the Plan and notwithstanding any provision of Section 7.2 and 7.3 of the Plan or any employment agreement to the contrary, the Award (to the extent outstanding at the time of such event) shall continue in effect in accordance with its terms following such event (subject to adjustment in connection with such event pursuant to Section 7.1 of the Plan); provided, however, that the Administrator shall determine, in its sole discretion, whether the vesting of the OP Units will accelerate in connection with such event and the extent of any such accelerated vesting.
10.Taxes. The Partnership and the Participant intend that (i) the OP Units be treated as a “profits interest” as defined in Internal Revenue Service Revenue Procedure 93-27, as clarified by Revenue Procedure 2001-43, (ii) the issuance and vesting of the OP Units shall not be taxable events to the Partnership or the Participant as provided in such revenue procedure, and (iii) the Partnership Agreement, the Plan and this Agreement be interpreted consistently with such intent. In furtherance of such intent, effective immediately prior to the issuance of the OP Units, the Partnership may revalue all Partnership assets to their respective gross fair market values, and make the resulting adjustments to the “Capital Accounts” (as defined in the Partnership Agreement) of the Members, in each case as set forth in the Partnership Agreement. The Corporation, the Partnership or any Subsidiary may withhold from the Participant’s wages, or require the Participant to pay to such entity, any applicable withholding or employment taxes resulting from the issuance of the Award hereunder, from the vesting or lapse of any restrictions imposed on the Award, or from the ownership or disposition of the OP Units.
11.Capital Account. The Participant shall make no contribution of capital to the Partnership in connection with the Award and, as a result, the Participant’s Capital Account balance in the Partnership immediately after his or her receipt of the OP Units shall be equal to zero, unless the Participant was a Member of the Partnership prior to such issuance, in which case the Participant’s Capital Account balance shall not be increased as a result of his or her receipt of the OP Units.
12.Redemption Rights. Notwithstanding anything to the contrary in the Partnership Agreement, Membership Units which are acquired upon the conversion of the OP Units shall not, without the consent of the Partnership (which may be given or withheld in its sole discretion), be redeemed pursuant to Section 15.1 of the Partnership Agreement within two (2) years following the date of the issuance of such OP Units.



13.Section 83(b) Election. The Participant covenants that the Participant shall make a timely election under Section 83(b) of the Code (and any comparable election in the state of the Participant’s residence) with respect to the OP Units covered by the Award, and the Partnership hereby consents to the making of such election(s). In connection with such election, the Participant and the Participant’s spouse, if applicable, shall promptly provide a copy of such election to the Partnership. Instructions for completing an election under Section 83(b) of the Code and a form of election under Section 83(b) of the Code are attached hereto as Exhibit B. The Participant represents that the Participant has consulted any tax advisor(s) that the Participant deems advisable in connection with the filing of an election under Section 83(b) of the Code and similar state tax provisions. The Participant acknowledges that it is the Participant’s sole responsibility and not the Corporation’s to timely file an election under Section 83(b) of the Code (and any comparable state election), even if the Participant requests that the Corporation or any representative of the Corporation make such filing on the Participant’s behalf. The Participant should consult his or her tax advisor to determine if there is a comparable election to file in the state of his or her residence.
14.Ownership Information. The Participant hereby covenants that so long as the Participant holds any OP Units, at the request of the Partnership, the Participant shall disclose to the Partnership in writing such information relating to the Participant’s ownership of the OP Units as the Partnership reasonably believes to be necessary or desirable to ascertain in order to comply with the Code or the requirements of any other appropriate taxing authority.
15.Remedies. The Participant shall be liable to the Partnership for all costs and damages, including incidental and consequential damages, resulting from a disposition of the Award or the OP Units which is in violation of the provisions of this Agreement. Without limiting the generality of the foregoing, the Participant agrees that the Partnership shall be entitled to obtain specific performance of the obligations of the Participant under this Agreement and immediate injunctive relief in the event any action or proceeding is brought in equity to enforce the same. The Participant will not urge as a defense that there is an adequate remedy at law.
16.Restrictive Legends. Certificates evidencing the OP Units, to the extent such certificates are issued, may bear such restrictive legends as the Partnership and/or the Partnership’s counsel may deem necessary or advisable under applicable law or pursuant to this Agreement, including, without limitation, the following legends or any legends similar thereto:
“The securities represented hereby have not been registered under the Securities Act of 1933, as amended (the “Securities Act”). Any transfer of such securities will be invalid unless a Registration Statement under the Securities Act is in effect as to such transfer or in the opinion of counsel for Healthpeak OP, LLC (the “Partnership”) such registration is unnecessary in order for such transfer to comply with the Securities Act.”

“The securities represented hereby are subject to forfeiture, transferability and other restrictions as set forth in (i) a written agreement with the Partnership, (ii) the Healthpeak Properties, Inc. 2023 Performance Incentive Plan, and (iii) the Operating Agreement of Healthpeak OP, LLC, in each case, as has been and as may in the future be amended (or amended and restated) from time to time, and such securities may not be sold or otherwise transferred except pursuant to the provisions of such documents.”




17.Notices. Any notice to be given under the terms of this Agreement shall be in writing and addressed to the Corporation at its principal office to the attention of the Secretary, and to the Participant at the Participant’s last address reflected on the Corporation’s payroll records. Any notice shall be delivered in person or shall be enclosed in a properly sealed envelope, addressed as aforesaid, registered or certified, and deposited (postage and registry or certification fee prepaid) in a post office or branch post office regularly maintained by the United States Government. Any such notice shall be given only when received, but if the Participant is no longer an Eligible Person, shall be deemed to have been duly given five (5) business days after the date mailed in accordance with the foregoing provisions of this Section 17.
18.Plan and Partnership Agreement. The Award and all rights of the Participant under this Agreement are subject to the terms and conditions of the provisions of the Plan and the Partnership Agreement, each of which is incorporated herein by reference. The Participant agrees to be bound by the terms of the Plan, this Agreement and the Partnership Agreement. The Participant acknowledges having read and understanding the Plan, the Prospectus for the Plan, this Agreement and the Partnership Agreement. Unless otherwise expressly provided in other sections of this Agreement, provisions of the Plan that confer discretionary authority on the Board or the Administrator do not (and shall not be deemed to) create any rights in the Participant unless such rights are expressly set forth herein or are otherwise in the sole discretion of the Board or the Administrator so conferred by appropriate action of the Board or the Administrator under the Plan after the date hereof.
19.Entire Agreement. This Agreement, the Plan and the Partnership Agreement together constitute the entire agreement and supersede all prior understandings and agreements, written or oral, of the parties hereto with respect to the subject matter hereof. The Plan and this Agreement may be amended pursuant to Section 8.6 of the Plan and/or the applicable provisions of the Partnership Agreement. Any such amendment must be in writing and signed by the Corporation (and, if applicable, the Partnership). Except to the extent provided in the Partnership Agreement, any such amendment that materially and adversely affects the Participant’s rights under this Agreement requires the consent of the Participant in order to be effective with respect to the Award. The Corporation or the Partnership may, however, unilaterally waive any provision hereof in writing to the extent such waiver does not adversely affect the interests of the Participant hereunder, but no such waiver shall operate as or be construed to be a subsequent waiver of the same provision or a waiver of any other provision hereof. The Participant acknowledges receipt of a copy of this Agreement, the Plan, the Prospectus for the Plan and the Partnership Agreement.
20.Counterparts. This Agreement may be executed simultaneously in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.
21.Section Headings. The section headings of this Agreement are for convenience of reference only and shall not be deemed to alter or affect any provision hereof.
22.Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Maryland without regard to conflict of law principles thereunder.
23.Construction. It is intended that the terms of the Award will not result in the imposition of any tax liability pursuant to Section 409A of the Code. This Agreement shall be construed and interpreted consistent with that intent.
24.Clawback Policy. The OP Units are subject to the terms of the Corporation’s recoupment, clawback or similar policy as it may be in effect from time to time, as well as any similar provisions of applicable law, any of which could in certain circumstances require repayment or forfeiture of the OP Units or any Common Units or shares of Common Stock or other cash or property received with respect to the OP Units (including any value received from a disposition thereof).



25.Survival of Representations and Warranties. The representations, warranties and covenants contained in Section 7 hereof shall survive the later of the date of execution and delivery of this Agreement or the issuance of the Award.
26.Fractional Units. For purposes of this Agreement, any fractional OP Units that vest or become entitled to distributions pursuant to the Partnership Agreement will be rounded as determined by the Corporation or the Partnership; provided, however, that in no event shall such rounding cause the aggregate number of OP Units that vest or become entitled to such distributions to exceed the total number of OP Units set forth in Section 2 of this Agreement.
THE PARTICIPANT’S ACCEPTANCE OF THE AWARD THROUGH THE ELECTRONIC STOCK PLAN AWARD RECORDKEEPING SYSTEM MAINTAINED BY THE CORPORATION OR ITS DESIGNEE CONSTITUTES THE PARTICIPANT’S AGREEMENT TO THE TERMS AND CONDITIONS HEREOF, AND THAT THE AWARD IS GRANTED UNDER AND GOVERNED BY THE TERMS AND CONDITIONS OF THE PLAN AND THIS AGREEMENT.

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EX-19.1 4 ex19112312024.htm EX-19.1 Document

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Insider Trading Policy

Amended and Restated: January 30, 2025



TABLE OF CONTENTS
PAGE
I. OVERVIEW 1
A. Introduction 1
B. Applicability 1
C. Exceptions and Waivers 1
D. Questions 2
II. INSIDER TRADING PENALTIES 2
III. POLICIES AND PROCEDURES 3
A. Policy Prohibitions and Restrictions 3
1. Awareness of Material Non-Public Information 3
2. Transactions Involving a Purchase or Sale 4
3. Tipping 4
4. Financial Investments in Certain Public REITs 4
5. Speculative Trading and Short Sales 5
a. Publicly Traded Options 5
b. Short Sales 6
6. Anti-Hedging Policy 6
7. Anti-Pledging Policy and Margin Accounts 6
8. Gifts 6
9. General Policy Exceptions 7
a. Net Exercises, Vestings and DRIP 7
b. Stock-for-Fees Program 8
B. Unauthorized Disclosure 8
1. Use or Disclosure of Material Non-Public Information is Prohibited 8
2. Third Party Inquiries 8
C. Material Non-Public Information 8
1. Material Information 8
2. Non-Public Information 10
D. Trading Window and Procedures 10
1. Overview 10
2. Trading Window 11
3. Mandatory Pre-Approval Procedures 12
Appendix A – Rule 10b5-1 Trading Plans A-1


I.OVERVIEW
A.    Introduction
Federal and state laws prohibit the purchase or sale of securities by persons who have material information about a company that is not generally known or available to the public. These laws also prohibit persons with such material non-public information from disclosing it to others who may trade on the basis of the information.
To promote compliance with federal and state securities laws (collectively “insider trading laws”) and to protect Healthpeak Properties, Inc., together with its subsidiaries (collectively, “Healthpeak” or the “Company”) and you from serious liabilities and penalties that can result from violations of these laws, we have adopted this Insider Trading Policy (this “Policy”) regarding trading in securities by our directors, officers and employees. The Company may also determine that other persons are subject to this Policy, such as consultants who have access to material non-public information.
B.    Applicability
This Policy applies to you and (1) anyone that lives in your household, (2) any family members who do not live in your household but whose transactions in Healthpeak securities and companies with which Healthpeak does business are subject to your influence or control, (3) any corporations, partnerships or other business entities controlled or managed by you, it being understood that references to individuals covered by this Policy herein also include such entities and (4) any trusts for which you are the trustee or have a beneficial pecuniary interest (each and collectively, “Restricted Affiliates”). You are responsible for making sure that each of your Restricted Affiliates complies with this Policy. This Policy only provides guidelines and you are still ultimately responsible for ensuring that you and your Restricted Affiliates do not violate insider trading laws or this Policy.
C.    Exceptions and Waivers
    Any exceptions and waivers to this Policy may only be granted by our General Counsel or the Board of Directors, as appropriate. Additionally, your ownership of, and transactions in, Healthpeak securities are subject to all applicable Healthpeak policies, including, but not limited to, the Code of Business Conduct and Ethics (the “Code of Conduct”), Section 16 Policy, Policy Regarding the Recoupment of Certain Compensation Payments (the “Clawback Policy”), Stock Ownership Guidelines and the Employee Handbook.


D.    Questions
If you have any questions about this Policy or its application to a particular transaction, you should contact the General Counsel before you engage in such transaction.
II.INSIDER TRADING PENALTIES
The penalties for violating insider trading laws and this Policy are severe. For example, if you violate federal insider trading laws, you may have to: (a) pay civil fines of up to three times the profit gained or loss avoided by such violation; (b) pay criminal fines of up to $5 million per violation; and (c) serve a jail sentence of up to 20 years per violation.
A violation of insider trading laws or this Policy also poses significant risks to Healthpeak. As a result of your insider trading violations, Healthpeak could also be subject to: (a) paying three times the profit gained or loss avoided by such violation; (b) paying a substantial additional civil fine; and (c) facing potential criminal fines of up to $25 million. Healthpeak could be forced to disclose material non-public information, which could damage our competitive position, jeopardize important or strategic plans and threaten or eliminate strategic business opportunities, such as mergers and acquisitions or capital market financings.
The Securities and Exchange Commission (“SEC”), the New York Stock Exchange , the Financial Industry Regulatory Authority (“FINRA”), as well as other federal and state regulators, are very effective at detecting and prosecuting insider trading cases. The SEC and FINRA routinely examine pre-announcement trading activity in the stock of companies that announce a significant transaction. The SEC has successfully prosecuted cases against employees trading through foreign accounts, trading by family members and friends and trading involving only a small number of shares. The size of the transaction or the amount of profit received does not have to be large to result in civil or criminal prosecution. Therefore, it is important that you understand the breadth of activities that constitute illegal insider trading.
You must carefully read this Policy and follow its directives at all times. Failure to adhere to insider trading laws or this Policy or provide certification of the matters contained herein may result in immediate disciplinary measures, including termination of your employment or service with Healthpeak.
If you become aware of a possible insider trading violation, you should immediately report the potential violation to the General Counsel.



III. POLICIES AND PROCEDURES
A.Policy Prohibitions and Restrictions
This Policy prohibits (1) trading (i.e., purchasing or selling securities as described in Section III(A)(2) below) when you are aware of material non-public information, (2) tipping (as defined in Section III(A)(3) below), and (3) engaging in speculative trading or short sales as described in Section III(A)(5) below. This Policy also includes additional restrictions on certain other transactions in Healthpeak’s securities or the securities of any publicly-traded real estate investment trust (“REIT”), as further described below in this Section III(A). These restrictions apply to all of Healthpeak’s directors, officers and employees, as well as any consultants or other persons subject to this Policy. Additionally, these restrictions apply to your Restricted Affiliates because the SEC and prosecutors may presume that trading by Restricted Affiliates is based on information you supplied and these authorities may treat any such trades as if you had executed the trades yourself.
These restrictions will continue to apply to you and your Restricted Affiliates after the termination of your employment or service with Healthpeak for so long as you are aware of material non-public information about Healthpeak or any other company obtained during your employment or service with Healthpeak.
There are no exceptions to this Policy, except as expressly provided herein. The insider trading laws do not recognize any mitigating circumstances. Accordingly, transactions that you believe may be necessary or justifiable for independent reasons (such as the need to raise money for an emergency expenditure) or small transactions are not exempted from this Policy.
1.Awareness of Material Non-Public Information
You or any Restricted Affiliate may not, directly or indirectly through family members or other persons or entities, purchase or sell stock or other securities of Healthpeak when in possession of material non-public information relating to Healthpeak or its securities, except in the circumstances expressly permitted by this Policy. Additionally, if, in the course of working for Healthpeak, you learn of material non-public information about a company with which Healthpeak does business or proposes to do business, including any tenant, operator or supplier, or with whom Healthpeak proposes to engage in an acquisition or other transaction, neither you nor any of your Restricted Affiliates may, directly or indirectly through family members or other persons or entities, purchase or sell securities of that company until the information becomes public or is no longer material.


2.Transactions Involving a Purchase or Sale
“Purchase” and “sale” are defined broadly for purposes of the insider trading laws. “Purchase” includes the actual purchase of a security and any contract to purchase or otherwise acquire a security for value, and “sale” includes the actual sale of a security and any contract to sell or otherwise dispose of a security for value. These definitions extend to a broad range of transactions including, without limitation:
a.conventional cash-for-stock transactions;
b.broker-assisted cashless exercises of stock options;
c.engaging in short sales and other hedging transactions;
d.placing “stop-loss” or “limit” orders;
e.sales of Healthpeak’s securities obtained through exercises of employee stock options or vestings, or payments of other equity awards granted by Healthpeak;
f.pledging or margining securities; and
g.purchases and sales of derivative securities (e.g., options, warrants, convertible securities, stock appreciation rights or any similar security with a value derived from the value of an equity security), including exchange traded options and other convertible securities.
3.Tipping
You or any Restricted Affiliate may not disclose to anyone, including without limitation family members, friends, business associates, investors and co-workers (except as may be required by the co-worker’s job position), any material non-public information about Healthpeak and its securities or any other company and its securities that you learned in the course of your employment or service with Healthpeak. This includes refraining from making purchase, sell or hold recommendations to anyone about Healthpeak or any other company while you are aware of material non-public information. This practice is commonly known as “tipping,” and violates insider trading laws, and can result in the same civil and criminal penalties that apply if you or any of your Restricted Affiliates engaged in insider trading directly.
4.Financial Investments in Certain Public REITs
While not restricted to Trading Windows (as defined below) applicable to Healthpeak securities, you must obtain pre-approval from the General Counsel prior to trading, directly or indirectly through any Restricted Affiliate, in the securities of the publicly-traded REITs listed on Appendix B attached hereto (each, a “Covered REIT”): provided, however, that such pre-approval shall not be required to:



a.participate in any ordinary course compensatory stock or equity plans of any Covered REIT or make purchases in the securities of such Covered REIT if you or any Restricted Affiliate is employed by, or a member of the board of directors of, such Covered REIT;
b.invest in a mutual fund or exchange-traded fund that holds securities of a Covered REIT; or
c.retain any existing investments in a Covered REIT as of July 27, 2017 (i.e., you will only be required to seek approval to add to or dispose of these holdings).
In conducting investment activities, whether or not permitted under this Policy, you and any Restricted Affiliate must adhere to this Policy and to all applicable insider trading and other laws.
5.Speculative Trading and Short Sales
You are encouraged to consider a purchase of Healthpeak’s securities as a long-term investment, and through ownership of our securities, to develop an alignment of interest with the performance and prospects of Healthpeak. Consistent with this philosophy, you and your Restricted Affiliates are subject to the following additional prohibitions relating to speculative trading transactions involving Healthpeak’s securities:
a.Publicly Traded Options. Given the relatively short term of publicly-traded options, any purchase or sale of such options of Healthpeak’s securities by you or any of your Restricted Affiliates may create the appearance of trading based on material non-public information and focus attention on short-term performance at the expense of Healthpeak’s long-term objectives. Accordingly, transactions in put options, call options or other derivative securities, on an exchange or in any other market, are strictly prohibited.
b.Short Sales. Short sales of Healthpeak’s securities (generally, the sale of a security that the seller does not own) may evidence an expectation on the part of the seller that the securities will decline in value, and therefore signal to the market that the seller lacks confidence in Healthpeak’s prospects. Additionally, short sales may reduce a seller’s incentive to seek to improve Healthpeak’s performance. For these reasons, engaging in short sales of Healthpeak’s securities, which are illegal for Section 16 officers and directors, is strictly prohibited.
6.Anti-Hedging Policy
Certain forms of hedging or monetization transactions allow a person to lock in much of the value of his or her stock holdings, often in exchange for all or part of the potential for upside appreciation in the stock. These transactions may allow the person to continue to own the covered securities, but without the full risks and rewards of ownership.



When this type of situation occurs, the person may no longer have the same objectives as Healthpeak’s other shareholders. For this reason, officers, directors, employees, any consultants or other persons subject to this Policy, and their respective Restricted Affiliates, are strictly prohibited from purchasing financial instruments (including prepaid variable forward contracts, equity swaps, collars and exchange funds), or otherwise engaging in transactions, that hedge or offset, or are designed to hedge or offset, any decrease in the market value of Healthpeak securities.
7.Anti-Pledging Policy and Margin Accounts
Securities held in a margin account may be sold by the broker without the customer’s consent if the customer fails to meet a margin call. Similarly, securities pledged (or hypothecated) as collateral for a loan may be sold in foreclosure if the borrower defaults on the loan. Because a margin sale or foreclosure sale may occur at a time when the pledgor is aware of material non-public information or otherwise is not permitted to trade in Healthpeak securities, you and your Restricted Affiliates are strictly prohibited from margining Healthpeak securities in an account or pledging Healthpeak securities as collateral for a loan.
8.Gifts
Bona fide gifts (including transfers to a trust for no consideration or other payment) or charitable contributions of securities may in certain circumstances be considered a “sale” under insider trading laws and are therefore subject to limitations under this Policy.  For example, any gift or charitable contribution of Healthpeak’s securities by you or your Restricted Affiliates may only be made at a time when you (and your Restricted Affiliates, if applicable) are not aware of material non-public information, and all gift transactions must be pre-approved by the General Counsel in accordance with Section III(D)(3) below. 
Under certain limited circumstances, you and your Restricted Affiliates may be permitted to gift or make charitable contributions of Healthpeak’s securities when the Trading Window is closed, provided, (i) you provide confirmation to the General Counsel that you (and your Restricted Affiliates, if applicable) are not aware of material non-public information, (ii) you provide details of the proposed gift or charitable contribution (e.g., amount of shares, proposed transaction date and recipient information, etc.), (iii) such gift or charitable contribution is pre-approved by the General Counsel, or the General Counsel’s designee, before the proposed transaction occurs, and (iv) such pre-approval is not revoked by the General Counsel, or the General Counsel’s designee, (in writing) prior to the consummation of the transaction.



9.General Policy Exceptions
a.Net Exercises, Vestings and DRIP
The trading restrictions in this Policy do not include (i) the exercise of Healthpeak stock options if no shares are to be sold or if there is a “net exercise” (as defined below), (ii) the vesting of Healthpeak stock options or restricted stock units and awards, (iii) the crediting of dividend equivalents by Healthpeak on outstanding restricted stock units in accordance with the terms of the applicable award agreement, (iv) the payment by Healthpeak of vested restricted stock units and awards, or (v) the reacquisition or withholding of Healthpeak’s securities by Healthpeak (as opposed to a sale on the open market) to satisfy a tax withholding obligation upon the vesting of restricted stock units and awards where the reacquisition or withholding of the securities is provided for and is in accordance with the terms of the applicable award.
A “net exercise” (which is not restricted by this Policy) is the use of the underlying shares to pay the exercise price and/or tax withholding obligations in connection with the exercise of an option (i.e., no shares are sold on the open market), whereas a broker-assisted cashless exercise involves the broker selling some or all of the shares underlying the option on the open market and must be structured to satisfy this Policy.
This Policy also does not apply to “purchases” of Healthpeak’s securities under Healthpeak’s Dividend Reinvestment and Stock Purchase Plan (“DRIP”) resulting from reinvestment of dividends paid on Healthpeak’s securities under a standing election. However, this Policy does apply in connection with (i) the initial election to participate in the DRIP or any election to modify the level of participation under the DRIP, (ii) voluntary purchases of Healthpeak’s securities resulting from additional contributions to the DRIP, and (iii) the sale of any Healthpeak stock purchased under the DRIP.
b.Stock-for-Fees Program
The trading restrictions in this Policy do not apply to purchases of Company stock in the Non-Employee Director Stock-For-Fees Program (“Stock-For-Fees Program”) resulting from an election by a non-employee director to receive Company stock in lieu of cash payment of any director fees. The trading restrictions do apply, however, to (i) the election to participate in the Stock-For-Fees Program for any enrollment period, (ii) changes in elections, and (iii) sales of Company stock purchased under the Stock-For-Fees Program.
B.Unauthorized Disclosure
1.Use or Disclosure of Material Non-Public Information is Prohibited



All persons subject to this Policy must maintain the confidentiality of Healthpeak information for competitive, security and other business reasons, as well as to comply with securities laws. All information you obtain about Healthpeak or its business plans is potentially non-public information until we publicly disclose it. You should treat this information as confidential and proprietary to Healthpeak and not disclose it to anyone, such as Restricted Affiliates, other relatives, or business or social acquaintances.
Securities laws, as well as our Code of Conduct, govern the timing and nature of our disclosure of material information to the public. Violation of these laws could result in substantial liability for you, Healthpeak and our management. For this reason, we permit only specifically designated representatives of Healthpeak, or “Company Spokespersons,” as identified in our Code of Conduct, to discuss Healthpeak matters with the news media, securities analysts, investment advisors and investors.
2.Third Party Inquiries
If you receive any inquiries about Healthpeak from third parties, such as securities or industry analysts or members of the financial or business media, you should direct them to Healthpeak’s Chief Executive Officer, General Counsel, Chief Financial Officer or Investor Relations Officer as set forth in our Code of Conduct.

C.Material Non-Public Information
1.Material Information
Information is generally considered material if there is a likelihood that a reasonable person would consider it important in making an investment decision to purchase, sell or hold securities. Material information includes either positive or negative information that could reasonably affect the price of a security.
Although the materiality of information may vary depending on the circumstances, please note that such information will be scrutinized by federal, state and other governmental investigators with the benefit of evaluating the situation with hindsight. Consequently, you should avoid any appearance of impropriety, and you should carefully review the particular facts of each situation. When in doubt, you should always assume the information is material and not engage in any transaction involving that company. The following types of information about a company are likely to be considered material:
a.earnings, revenues, expenses, dividends, funds from operations, funds available for distribution, liquidity and other non-public financial information;
b.financial projections, including affirmations of prior earnings guidance and whether a company will or will not meet earnings expectations;
c.unexpected financial results and unexpected events affecting such results;



d.mergers, acquisitions, tender offers, joint ventures, divestitures or other changes in assets or the business;
e.bank borrowings or financing transactions, including proposed financings, refinancing or capital market transactions and actual or potential liquidity issues;
f.events regarding a company’s securities (including, without limitation, defaults on debt securities, redemptions of securities, repurchase plans, changes in dividends or dividend policy, stock splits, changes in rights of security holders, and public or private sales of additional securities);
g.changes in credit ratings and actual or potential defaults;
h.major environmental incidents;
i.changes in or curtailment of operations or of significant facilities;
j.developments regarding joint venture partners, borrowers, tenants, operators, lenders or acquisition/investment targets (including the entry into, amendment or loss of an important contract or other arrangement with any of the foregoing);
k.information concerning changes in senior management, key personnel or the composition of the Board of Directors, including information concerning the business and personal lives of the foregoing;
l.changes in compensation policies;
m.a change of the independent registered public accounting firm or a notification that a company may no longer rely on a report from its independent registered public accounting firm;
n.threatened or pending material litigation, and developments in ongoing material litigation and other contingencies;
o.regulatory proceedings and governmental investigations;
p.bankruptcy, corporate restructuring or receivership; and
q.significant cybersecurity incidents, data breaches or similar events.
The aforementioned list of information likely to be considered material is not exhaustive and depending upon the circumstances, other information not included may be considered material. In short, if a reasonable person would consider the information relevant in making an investment decision, you should assume it is material and treat it as such. Therefore, even if you would not consider the information relevant in making an investment decision, but believe that a third party might consider it as such, you should assume it is material. It is important to remember that both positive and negative information may be considered material information.



2.Non-Public Information
Non-public information is information that is not generally known or available to the public. We consider information to be available to the public only when (a) it has been released to the public through appropriate channels (e.g., press release, filing with the SEC, communicated by the media for broad public access or a widely disseminated statement from a Company Spokesperson); and (b) enough time has elapsed to permit the market to absorb the information.
Generally, information regarding relatively routine matters, such as earnings results will be considered adequately disseminated and absorbed by the market after one (1) full trading day has elapsed following its public release. When non-routine matters, such as a prospective major acquisition or disposition are announced, Healthpeak may determine that additional time is required for the information to be absorbed by the market.
D.Trading Window and Procedures
1.Overview
All persons subject to this Policy must comply with the restrictions detailed below with respect to transactions in Healthpeak’s securities by them or their Restricted Affiliates. Specifically, you and your Restricted Affiliates may only purchase or sell Healthpeak’s securities if (1) you are not aware of material non-public information, (2) the purchase or sale has been approved under Healthpeak’s Mandatory Pre-Approval Procedures detailed below, and (3) the purchase or sale occurs within the Trading Window. In addition, as a reminder, gifts of Healthpeak securities are subject to the requirements of Section III(A)(8) of this Policy.
Notwithstanding the foregoing, short-term trading of Healthpeak securities may be distracting and may promote a disproportionate focus on Healthpeak’s short-term performance instead of long-term business objectives. Accordingly, if you or your Restricted Affiliates make any open-market trades during a Trading Window, the trading person is not permitted to make any “opposite way” trades in the open market for the remainder of that Trading Window and throughout the subsequent Trading Window. An “opposite way” trade is a sale if you previously purchased stock, or a purchase if you previously sold stock. This Policy applies to all of Healthpeak’s securities held by you or your Restricted Affiliates, including any Healthpeak securities held in an account on your behalf by Healthpeak’s designated broker who administers our performance incentive plans, or any other third party brokerage accounts.
2.Trading Window
You and your Restricted Affiliates may only purchase or sell Healthpeak’s securities during a designated period each quarter (the “Trading Window”). The Trading Window is generally a six (6) week period each quarter, although it is typically shorter during the first quarter of each year. The Trading Window begins one (1) full trading day after Healthpeak’s public announcement of its annual or quarterly earnings and generally ends on the earlier of (i) six (6) weeks after such date, or (ii) two (2) weeks before the beginning of the next quarter.



Notwithstanding the foregoing, we will provide you with explicit instructions on when the Trading Window is scheduled to open and when it is scheduled to close.
If the Trading Window is open and you are aware of material non-public information about Healthpeak, you and your Restricted Affiliates may not trade in Healthpeak’s securities. Further, please be advised that all pending purchase and sale orders regarding Healthpeak’s securities that could be executed while the Trading Window is open must be cancelled or executed before the Trading Window closes. This includes any outstanding “stop-loss” or “limit” orders requested during an open Trading Window that have not been fulfilled before the Trading Window closes, unless such orders were entered into pursuant to the procedures described in Rule 10b5-1 Trading Plans, attached hereto as Appendix A. Appendix A discusses situations where, even if the Trading Window is closed, you may purchase or sell Healthpeak’s securities pursuant to an approved Rule 10b5-1 Trading Plan.
Healthpeak may occasionally close the Trading Window early or entirely due to material non-public information developments. In such event, the General Counsel may notify certain individuals or all persons subject to this Policy that they are prohibited from engaging in any purchase or sale of Healthpeak’s securities, and such individuals should not disclose to others the fact that the Trading Window has been closed.
3.Mandatory Pre-Approval Procedures
Healthpeak requires each employee, officer and director who desires to engage (or have a Restricted Affiliate engage) in a transaction involving Healthpeak’s securities (including any option exercise, stock purchase, stock sale, gift, loan, pledge, hedge, contribution to a trust, or any other transfer or acquisition), to request approval of such transaction from the General Counsel, or his or her designee, in advance of the proposed transaction. If the General Counsel desires to engage (or have a Restricted Affiliate engage) in a transaction requiring pre-approval or approval under this Policy, the General Counsel must obtain approval of such transaction from the President or Chief Executive Officer, or that person’s designee, in advance of the proposed transaction. All references to approval by the General Counsel below in this section shall be deemed to also refer to any applicable approval by the General Counsel’s designee from time to time or by the President or Chief Executive Officer, or that person’s designee, in the case of any transaction by the General Counsel.
Notwithstanding the foregoing, an employee, officer or director is not required to request approval in accordance with the foregoing paragraph prior to a transaction involving Healthpeak’s securities made pursuant to an existing Rule 10b5-1 Trading Plan, provided that the Rule 10b5-1 Trading Plan is approved by the General Counsel before it is adopted. (See Appendix A for additional information on obtaining approval to enter into a Rule 10b5-1 Trading Plan.) An approval request should include all relevant information concerning the proposed transaction (e.g., amount of shares or options, proposed transaction date, etc.) and how best to be contacted with questions.



The General Counsel may decide to withhold approval for a proposed transaction for various reasons, including, without limitation, the following examples:
a.the employee, officer, or director may possess material non-public information;
b.the Trading Window is not open;
c.the purchase or sale by an officer or director does not comply with Rule 144 of the Securities Act of 1933, as amended, and other legal requirements;
d.the proposed transaction could result in adverse publicity or have a material adverse impact on trading in Healthpeak’s securities or Healthpeak;
e.the purchase or sale could result in liability to an officer or director under the short-swing trading rules of Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or violate the short-term trading restriction in Section III(D)(1) of this Policy; or
f.other relevant considerations cause the purchase or sale to be inappropriate.
Please be aware that if the approval of a proposed purchase or sale is withheld by the General Counsel, the decision cannot be “overruled” by any member of management. In the event of a disagreement regarding a proposed purchase or sale, the General Counsel may be required to report the proposed purchase or sale to the Audit Committee of the Board of Directors. The General Counsel and the Audit Committee may obtain the advice of outside legal counsel with respect to a pre-approval request. An employee, officer, or director (or his or her Restricted Affiliate, if applicable) may not in any event engage in the proposed purchase or sale until a request has been pre-approved by the General Counsel or his or her designee in writing.
Notwithstanding the General Counsel’s approval of a trade, each person subject to this Policy remains responsible for determining if he or she is aware of material non-public information and any action by Healthpeak, the General Counsel or any other employee or director pursuant to this Policy does not constitute legal advice or insulate him or her from liability under insider trading laws. Additionally, even if a trade has been approved by the General Counsel, such trade may not be executed if (a) the employee, officer or director (or Restricted Affiliates or others subject to this Policy) becomes aware of material non-public information concerning Healthpeak, (b) the General Counsel subsequently revokes the approval, or (c) the Trading Window is subsequently closed. If a purchase or sale is not completed within the Trading Window or other approved time period (or if the General Counsel revokes the approval), the purchase or sale must be resubmitted for approval to the General Counsel before it may be executed. If a proposed purchase or sale is not approved, the requesting person is prohibited from initiating any transaction in Healthpeak’s securities and should not inform anyone within or outside of Healthpeak of such prohibition.



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APPENDIX A

RULE 10b5-1 TRADING PLANS

I.INTRODUCTION

Rule 10b5-1 adopted by the SEC provides an affirmative defense to insider trading that is available to a person making a purchase or sale of securities who demonstrates that the purchase or sale was effected pursuant to a pre-arranged “trading plan” that meets certain conditions. Notwithstanding the other provisions of this Policy, you may purchase or sell Healthpeak’s securities regardless of whether you may be aware of material non-public information at the time of trading, provided that the purchase or sale is made pursuant to a plan (the “10b5-1 Trading Plan”) which is validly established in compliance with the provisions of Rule 10b5-1 and satisfies the following criteria:

A.the 10b5-1 Trading Plan (including any modifications or terminations thereof) must be entered into only during an open Trading Window and at a time when you are not aware of material non-public information about Healthpeak or its securities;

B.the 10b5-1 Trading Plan must be a written plan or binding contract (i.e., the plan may not consist of an oral arrangement or order to purchase or sell Healthpeak’s securities in the future) that does not allow you to exercise any subsequent influence over how, when or whether to effect the trade;

C.the 10b5-1 Trading Plan must specify the amount, price and date of trades, or include a written formula, algorithm or computer program for trading determinations;

D.the 10b5-1 Trading Plan must be entered into in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1 and you must act in good faith with respect to the 10b5-1 Trading Plan;

E.the 10b5-1 Trading Plan (including any modifications or terminations thereof) must comply with the other requirements in this Appendix A and be pre-approved in advance by the General Counsel or the General Counsel’s designee (provided that, for a 10b5-1 Trading Plan of the General Counsel, such pre-approval must be provided by the President or Chief Executive Officer, or that person’s designee, and all references to approval by the General Counsel below in this Appendix A shall be deemed to also refer to any applicable approval by the General Counsel’s designee or by the President or Chief Executive, or that person’s designee, in the case of a 10b5-1 Trading Plan of the General Counsel); and
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F.you must not alter or deviate from the terms of the 10b5-1 Trading Plan or enter into or alter a corresponding or hedging transaction or position with respect to the securities to be purchased or sold pursuant to such plan.

II.DESCRIPTION OF A QUALIFIED RULE 10b5-1 TRADING PLAN

A 10b5-1 Trading Plan (including any modifications or terminations thereof) must comply with all other applicable disclosure and other requirements under federal and state securities laws. As a condition to obtaining pre-approval of a 10b5-1 Trading Plan, the Rule 10b5-1 Trading Plan (and any modifications or terminations thereof) shall comply with and include the following safeguards with such additional conditions that Healthpeak may require:

A.the 10b5-1 Trading Plan shall include a written representation from you that you are not aware of any material non-public information about Healthpeak or its securities at the time the 10b5-1 Trading Plan is established and that you are adopting (or modifying) the 10b5-1 Trading Plan in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1. In the event the General Counsel determines that there is material non-public information that has not been publicly disclosed at the time you wish to enter into a 10b5-1 Trading Plan (or to modify a previously adopted 10b5-1 Trading Plan), the General Counsel may delay approval of the 10b5-1 Trading Plan until the information has been publicly disclosed;

B.the 10b5-1 Trading Plan must provide that the first trade will not occur until the later of (i) ninety (90) days after the adoption (or modification) of the 10b5-1 Trading Plan or (ii) two (2) business days following the disclosure of Healthpeak's financial results in a Form 10-Q or Form 10-K for the completed fiscal quarter in which the 10b5-1 Trading Plan was adopted (or modified) but, in any event, a maximum of 120 days after adoption (or modification) of the 10b5-1 Trading Plan (such period in which trades may not occur, the “Cooling-Off Period”);

C.the 10b5-1 Trading Plan must provide for a minimum term of six (6) months and a maximum term of one (1) year, unless a shorter or longer term is approved by the General Counsel;

D.no more than one (1) 10b5-1 Trading Plan shall be in effect at any time with respect to open market purchases or sales of Healthpeak’s securities beneficially owned by you, except that, during the term of a 10b5-1 Trading Plan, you may:
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1.enter into a new 10b5-1 Trading Plan if such later-commencing 10b5-1 Trading Plan complies with Rule 10b5-1 and the additional requirements in this Appendix A and trading under such 10b5-1 Trading Plan is not authorized to commence until after all trades under the earlier-commencing 10b5-1 Trading Plan are completed or expired without execution; provided, however, that if the earlier-commencing 10b5-1 Trading Plan is terminated before its originally scheduled completion date, then the Cooling-Off Period for the later-commencing plan shall run from the date of such termination (and not from the date the later-commencing plan was adopted); and

2.enter into another contract, instruction, or plan providing only for the sale of such securities as are necessary to satisfy tax withholding obligations arising exclusively from the vesting of a compensatory award, such as restricted stock or restricted stock units, and provided that you do not exercise control over the timing of such sales (a “Sell-to-Cover Plan”).

E.other than Sell-to-Cover Plans, no more than one (1) 10b5-1 Trading Plan providing for the open-market purchase or sale of Healthpeak securities in a single transaction may be in adopted within any twelve (12) month period;

F.the 10b5-1 Trading Plan must contain procedures to ensure prompt compliance with (1) any reporting requirements under Section 16 of the Exchange Act, (2) SEC Rule 144 relating to any sales under the 10b5-1 Trading Plan, and (3) any suspension of trading or other restrictions that are imposed on transactions under an approved Rule 10b5-1 Trading Plan, including pursuant to customary lock-up commitments associated with underwritten public offerings of Healthpeak’s securities; provided, however, that any 10b5-1 Trading Plan may permit the sale of up to 50,000 shares of our common stock by an officer or director (or such other amount as agreed to by Healthpeak for all of its senior officers) during any lock-up period to which such officer or director may become subject in connection with an underwritten public offering by Healthpeak;

G.because a 10b5-1 Trading Plan must be entered into and acted on in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5 or 10b5-1, a 10b5-1 Trading Plan should be adopted with the intention that it will not be amended or modified frequently, since changes to a 10b5-1 Trading Plan may raise issues as to an individual’s good faith. For this reason, although modifications to or early termination of a 10b5-1 Trading Plan are not prohibited, the General Counsel will approve modifications or early terminations only in limited and exceptional circumstances and subject to the following additional requirements:
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1.any modification of a 10b5-1 Trading Plan may not occur more than once in any twelve-month period;

2.any modification of a 10b5-1 Trading Plan must satisfy all of the requirements of Rule 10b5-1 and this Appendix A that apply to the adoption of a new 10b5-1 Trading Plan; and

3.a 10b5-1 Trading Plan cannot be adopted if you have terminated a previous 10b5-1 Trading Plan prior to the end of its original term within the prior three (3) months.

For purposes of the foregoing, a modification of a 10b5-1 Trading Plan includes any change to the amount, price, or timing of the purchase or sale of securities under such plan, but shall not include the substitution of the broker executing trades thereunder as long as such modified plan does not change the price, amount of securities to be purchased or sold or dates on which such purchases or sales are to be executed.

Trades effected pursuant to a 10b5-1 Trading Plan will not require further pre-approval at the time of the trade if the 10b5-1 Trading Plan complies with the requirements set forth above. Any employee, officer or director who effects a transaction pursuant to a 10b5-1 Trading Plan (or his or her broker) must, however, report specific transaction details to the General Counsel no later than the same day on which the transaction occurred (e.g., amount of securities, date and price of any purchase or sale). It is important to note that the review and approval of the terms of the 10b5-1 Trading Plan by the General Counsel will not constitute sufficient notice of the transaction by you.

In pre-approving the implementation, modification or termination of a Rule 10b5-1 Trading Plan, the General Counsel shall not be responsible for determining whether such plan is in compliance with the provisions of Rule 10b5-1. Compliance with Rule 10b5-1 is solely your responsibility and we recommend that you consult with your legal and financial advisors regarding compliance with securities laws.
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EX-21.1 5 ex21112312024.htm EX-21.1 Document
EXHIBIT 21.1

Healthpeak Properties, Inc.
Subsidiaries
As of February 1, 2025
Entity Name Jurisdiction of Organization or Formation
100 Discovery Park DE, LLC Delaware
101 CPD LLC Delaware
1040-1050 Waltham Street Lender, LLC Delaware
3020-3030 Callan Road JV, L.L.C. Delaware
3020-3030 Callan Road Mezz, L.L.C. Delaware
3020-3030 Callan Road Owner, L.L.C. Delaware
3020-3030 Callan Road TRS, L.L.C. Delaware
424 Summit Property, LLC Delaware
4902 Headquarters Point Investor, LLC Delaware
557 Highland, LLC Delaware
700 Broadway MOB, LLC Delaware
87 CPD LLC Delaware
AHP of Nevada, LLC Delaware
AHP of Washington, Inc. Washington
Annapolis Assisted Living, LLC Maryland
ARC Richmond Place Real Estate Holdings, LLC Delaware
Arlington Heights MOB, LLC Delaware
Aurora HCP, LLC Delaware
Aurora MOB, LLC Delaware
Bayside Acquisition, LLC Delaware
Bayside Area Development, LLC Delaware
Bentonville Medical Offices, LLC Delaware
Bolingbrook MOB, LLC Delaware
Brandon MOB, LLC Delaware
Brandywine GP, LLC Delaware
Brentwood MOB Owners LLC Delaware
Brentwood MOB, LLC Delaware
Britannia Biotech Gateway Limited Partnership Delaware
Britannia Gateway II Limited Partnership Delaware
Britannia Hacienda II Limited Partnership Delaware
Britannia Hacienda VIII LLC Delaware
Britannia PG TRS, LLC Delaware
Britannia Pointe Grand Limited Partnership Delaware
Buford Drive MOB I, LLC Georgia
Burnsville 303 MOB, LLC Delaware
Burnsville 305 MOB, LLC Delaware
Cambridge Nashville Medical Center, L.P. Tennessee
CAN Real Estate, LLC Indiana
Cardinal Westerville II LLC Ohio
CCRC – Freedom Fairways Golf Course, LLC Delaware
CCRC – Freedom Pointe at the Villages, LLC Delaware
CCRC – Lake Port Square, LLC Delaware


Entity Name Jurisdiction of Organization or Formation
CCRC – Regency Oaks, LLC Delaware
CCRC – South Port Square, LLC Delaware
CCRC 2019 OpCo TRS, LLC Delaware
CCRC HoldCo – Holland, LLC Delaware
CCRC OpCo – Bradenton, LLC Delaware
CCRC OpCo – Cypress Village, LLC Delaware
CCRC OpCo – Foxwood Springs, LLC Delaware
CCRC OpCo – Freedom Square, LLC Delaware
CCRC OpCo – Galleria Woods, LLC Delaware
CCRC OpCo – Gleannloch Farms, LLC Delaware
CCRC OpCo -- Hillside, LLC Delaware
CCRC OpCo – Holland, LLC Delaware
CCRC OpCo – Robin Run, LLC Delaware
CCRC OpCo – Sun City Center, LLC Delaware
CCRC OpCo Ventures II, LLC Delaware
CCRC OpCo Ventures, LLC Delaware
CCRC PropCo – Bradenton, LLC Delaware
CCRC PropCo – Brandywine MC, LLC Delaware
CCRC PropCo – Cypress Village, LLC Delaware
CCRC PropCo – Foxwood Springs, LLC Delaware
CCRC PropCo – Freedom Plaza, LLC Delaware
CCRC PropCo – Freedom Square, LLC Delaware
CCRC PropCo – Galleria Woods, LLC Delaware
CCRC PropCo – Gleannloch Farms, LLC Delaware
CCRC PropCo -- Hillside, LLC Delaware
CCRC PropCo – Holland, LLC Delaware
CCRC PropCo – Homewood Residence, LLC Delaware
CCRC PropCo – Lady Lake, LLC Delaware
CCRC PropCo – Robin Run, LLC Delaware
CCRC PropCo Ventures II, LLC Delaware
CCRC PropCo Ventures, LLC Delaware
CCRC-Brandywine, LLC Delaware
CDP Residual Holdings, LLC Delaware
CEI Drive MOB, LLC Ohio
Centennial MOB, LLC Delaware
Charles Pavilion Holding, LLC Delaware
Cherry Hill MOB, LLC Delaware
Chino Hills TRS, LLC Delaware
COG Real Estate Partners II, LLC Ohio
Columbia MOB, LLC Delaware
CP MOB I and II, LLC Delaware
Crescent City Surgical Centre Facility, L.L.C Louisiana
Crystal Medical Building, LLC Minnesota
Cullman POB II, LLC Delaware
Cullman POB Partners I, LLC Delaware


Entity Name Jurisdiction of Organization or Formation
Cypress Garden Homes, LLC Delaware
Dell Medical Building LLC Minnesota
Desert Cove MOB, LLC Arizona
DOC DR Holdco, LLC Maryland
DOC DR, LLC Maryland
DOC Fund 1, LLC Delaware
DOC-1 City Avenue MOB, LLC Wisconsin
DOC-1 St. Vincent Circle MOB, LLC Wisconsin
DOC-100 East Liberty Street MOB, LLC Wisconsin
DOC-100 Pilot Medical Drive MOB, LLC Wisconsin
DOC-1003 Reserve Boulevard MOB, LLC Wisconsin
DOC-10401 Spotsylvania Avenue MOB, LLC Wisconsin
DOC-105 West Stone Drive MOB, LLC Wisconsin
DOC-1050 SE Monterey Road MOB, LLC Wisconsin
DOC-10740 Palm River Rd MOB, LLC Delaware
DOC-10800 Panama City Beach Parkway MOB, LLC Wisconsin
DOC-10815 West McDowell Road MOB, LLC Wisconsin
DOC-11045 Lansing Circle MOB, LLC Wisconsin
DOC-1105 West Frank Avenue MOB, LLC Wisconsin
DOC-1108 1st Street SE MOB, LLC Wisconsin
DOC-1110 West Peachtree Street NW MOB, LLC Wisconsin
DOC-11109 South 84th Street MOB, LLC Wisconsin
DOC-1111 West Frank Avenue MOB, LLC Wisconsin
DOC-1124 East McKellips Road MOB, LLC Wisconsin
DOC-11311 Bridgeport Way MOB, LLC Wisconsin
DOC-1155 SE Monterey Road ASC, LLC Wisconsin
DOC-118 Women's Center Lane MOB, LLC Wisconsin
DOC-1200 N State St MOB, LLC Delaware
DOC-1203 Smizer Mill Road MOB, LLC Wisconsin
DOC-1212 East Main Street MOB, LLC Wisconsin
DOC-1213 15th Avenue W MOB, LLC Wisconsin
DOC-12600 Sorrento Road MOB, LLC Wisconsin
DOC-12601 Sorrento Road MOB, LLC Wisconsin
DOC-12635 West Bluemound Road MOB, LLC Wisconsin
DOC-12809 West Dodge Road MOB, LLC Wisconsin
DOC-1299 Industrial Drive MOB, LLC Wisconsin
DOC-1301 Barbara Jordan Boulevard MOB, LLC Wisconsin
DOC-1301 West Frank Avenue MOB, LLC Wisconsin
DOC-1310 East Main Avenue MOB, LLC Wisconsin
DOC-1315 Barbara Jordan Boulevard, LLC Wisconsin
DOC-1320 Broadcasting Road MOB, LLC Wisconsin
DOC-13555 West McDowell Road MOB, LLC Wisconsin
DOC-13950 Brandywine Road MOB, LLC Wisconsin
DOC-1400 Education Way MOB, LLC Wisconsin
DOC-1400 George Dieter Drive MOB, LLC Wisconsin


Entity Name Jurisdiction of Organization or Formation
DOC-1451 Harrodsburg Road MOB, LLC Wisconsin
DOC-1455 Higdon Ferry Road MOB, LLC Wisconsin
DOC-14655 Galaxie Avenue MOB, LLC Wisconsin
DOC-14688 Everton Avenue MOB, LLC Wisconsin
DOC-15255 Max Leggett Pkwy MOB, LLC Delaware
DOC-1555 South Blvd East MOB, LLC Delaware
DOC-1561 Ulster Avenue MOB, LLC Delaware
DOC-1609 Hospital Parkway MOB, LLC Wisconsin
DOC-16221 St. Vincent Way MOB, LLC Wisconsin
DOC-1624 North McKenzie Street MOB, LLC Wisconsin
DOC-1624 South I Street MOB, LLC Wisconsin
DOC-1662 Higdon Ferry Road MOB, LLC Wisconsin
DOC-16815 E Jefferson Ave MOB, LLC Delaware
DOC-16838 East Palisades Boulevard MOBs, LLC Wisconsin
DOC-16940 Lakeside Hills Plaza MOB, LLC Wisconsin
DOC-170 Taylor Station Road MOB, LLC Wisconsin
DOC-17030 Lakeside Hills Plaza MOB, LLC Wisconsin
DOC-1708 South Yakima Street MOB, LLC Wisconsin
DOC-1710 North Randall Road MOB, LLC Wisconsin
DOC-17198 St. Luke’s Way MOB, LLC Wisconsin
DOC-1755 Curie Drive MOB, LLC Wisconsin
DOC-1802 South Yakima Street MOB, LLC Wisconsin
DOC-1900 Bluegrass Avenue MOB, LLC Wisconsin
DOC-1903 West Hebron Lane MOB, LLC Wisconsin
DOC-1905 West Hebron Lane MOB, LLC Wisconsin
DOC-19900 Haggerty Road MOB, LLC Wisconsin
DOC-2 Hospital Plaza MOB, LLC Delaware
DOC-200 Heart Center Lane MOB, LLC Wisconsin
DOC-2000 Lewis Turner Boulevard MOB, LLC Wisconsin
DOC-2001 Beam Avenue MOB, LLC Wisconsin
DOC-201 North Mountain Road MOB, LLC Wisconsin
DOC-2027 Lebanon Church Road MOB, LLC Wisconsin
DOC-2030 Stringtown Road MOB, LLC Ohio
DOC-207 Stonebridge Boulevard ASC, LLC Wisconsin
DOC-20745 North Scottsdale Road MOB, LLC Wisconsin
DOC-21 Laurel Avenue MOB, LLC Wisconsin
DOC-2101 Charlotte St MOB, LLC Delaware
DOC-2101 Northside Drive MOB, LLC Wisconsin
DOC-2105 East Enterprise Avenue MOB, LLC Wisconsin
DOC-2111 Landmark Circle MOB, LLC Wisconsin
DOC-2116 West Faidley Avenue MOB, LLC Wisconsin
DOC-21st Century Sarasota, LLC Wisconsin
DOC-2213 Decatur Highway ASC, LLC Wisconsin
DOC-2215 East Villa Maria MOB, LLC Wisconsin
DOC-225 Abraham Flexner Way MOB, LLC Wisconsin


Entity Name Jurisdiction of Organization or Formation
DOC-225 Crosslake Drive MOB, LLC Wisconsin
DOC-2255 East Mossy Oaks Drive MOB, LLC Wisconsin
DOC-2315 Myrtle St MOB, LLC Delaware
DOC-240 Grandview Avenue MOB, LLC Wisconsin
DOC-2401 Northampton Street MOB, LLC Wisconsin
DOC-2405 North Columbus Street MOB, LLC Wisconsin
DOC-2412 Cuming Street MOB, LLC Wisconsin
DOC-2420 South State Street MOB, LLC Wisconsin
DOC-2422 20th Street SW MOB, LLC Wisconsin
DOC-250 East Liberty Street MOB, LLC Wisconsin
DOC-250 Fame Avenue MOB, LLC Wisconsin
DOC-250 Riverchase Parkway East OMF, LLC Wisconsin
DOC-250 West 96th Street MOB, LLC Wisconsin
DOC-2500 Sunset Drive NW MOB, LLC Wisconsin
DOC-2501 Citico Avenue MOB, LLC Wisconsin
DOC-251 Breezeway St MOB, LLC Delaware
DOC-2511 Terra Crossing Boulevard MOB, LLC Wisconsin
DOC-2590 Healing Way MOB, LLC Wisconsin
DOC-2600 Scripture Street MOB, LLC Wisconsin
DOC-2605 East Creeks Edge Drive MOB, LLC Wisconsin
DOC-2625 Market Place MOB, LLC Wisconsin
DOC-2633 Napoleon Avenue MOB, LLC Wisconsin
DOC-2660 10th Avenue South MOB, LLC Wisconsin
DOC-2700 East 29th Street MOB, LLC Wisconsin
DOC-2900 Curve Crest MOB, LLC Wisconsin
DOC-2945 Hazelwood Street MOB, LLC Wisconsin
DOC-2947 Rodeo Park Drive East MOB, LLC Wisconsin
DOC-300 Lake Drive East MOB, LLC Wisconsin
DOC-309 Renaissance, LLC Wisconsin
DOC-310 North 9th Street MOB, LLC Wisconsin
DOC-3100 Lee Trevino Drive MOB, LLC Wisconsin
DOC-3100 Plaza Properties Boulevard MOB, LLC Wisconsin
DOC-3101 Summit View Drive MOB, LLC Wisconsin
DOC-32 Northeast Drive MOB, LLC Wisconsin
DOC-3200 West 33rd Street MOB, LLC Wisconsin
DOC-3219 Central Avenue MOB, LLC Wisconsin
DOC-3311 North 44th Street MOBs, LLC Wisconsin
DOC-3316 West 66th Street MOB, LLC Wisconsin
DOC-33300 North 32nd Avenue MOB, LLC Wisconsin
DOC-3400 West 66th Street MOB, LLC Wisconsin
DOC-3410 Worth St. MOB, LLC Wisconsin
DOC-34509 9th Avenue South MOB, LLC Wisconsin
DOC-350 Peak One Drive MOB, LLC Wisconsin
DOC-3510 Old Washington Road MOB, LLC Wisconsin
DOC-3601 CCI Drive MOB, LLC Wisconsin


Entity Name Jurisdiction of Organization or Formation
DOC-3602 Kyoto Gardens Drive MOB, LLC Wisconsin
DOC-3641-3731 Ridge Mill Drive MOB, LLC Wisconsin
DOC-3699 Epworth Road MOB, LLC Wisconsin
DOC-3730 Plaza Way MOB, LLC Wisconsin
DOC-376 Tolland Turnpike MOB, LLC Wisconsin
DOC-3815 East Bell Road MOB, LLC Wisconsin
DOC-3833 Coon Rapids Boulevard NW MOB, LLC Wisconsin
DOC-3855 Pleasant Hill Road MOB, LLC Wisconsin
DOC-3920 Dutchmans Lane MOB, LLC Wisconsin
DOC-3925 North Gateway Drive MOB, LLC Wisconsin
DOC-3980 Colonnade Parkway MOB Investors, LLC Wisconsin
DOC-3980 Colonnade Parkway MOB, LLC Wisconsin
DOC-4 Columbus Ave MOB, LLC Delaware
DOC-4000 Medical Center Drive MOB, LLC Wisconsin
DOC-401 East Gold Coast Road MOB, LLC Wisconsin
DOC-4075 East 128th Avenue MOB, LLC Wisconsin
DOC-4100 Park Forest MOB (Unit 4), LLC Michigan
DOC-4100 Park Forest MOB, LLC Michigan
DOC-411 North Section Street MOB, LLC Wisconsin
DOC-4352 North Josey Lane MOB, LLC Wisconsin
DOC-4397 Ronald Reagan Boulevard ASC, LLC Wisconsin
DOC-440 New Britain Avenue MOB, LLC Wisconsin
DOC-4402 Churchman Avenue MOB, LLC Wisconsin
DOC-4419 North Highway 7 MOB, LLC Wisconsin
DOC-44344 Dequindre Rd MOB, LLC Delaware
DOC-4500 Churchman Avenue MOB, LLC Wisconsin
DOC-4518 Union Deposit MOB, LLC Wisconsin
DOC-4520 Union Deposit MOB, LLC Wisconsin
DOC-465 N. Cleveland Avenue MOB, LLC Wisconsin
DOC-4780 North Josey Lane MOB, LLC Wisconsin
DOC-4809 Ambassador Caffery Pkwy MOB, LLC Delaware
DOC-484 County Line Rd West MOB, LLC Wisconsin
DOC-4921 Long Prairie Road MOB, LLC Wisconsin
DOC-4951 Long Prairie Road MOB, LLC Wisconsin
DOC-500 Medical Center Boulevard MOB, LLC Wisconsin
DOC-500 S. Henderson Street MOB, LLC Wisconsin
DOC-5000 Long Prairie Road MOB, LLC Wisconsin
DOC-5040 Forest Drive MOB, LLC Wisconsin
DOC-5100 West Taft Road MOB, LLC Wisconsin
DOC-5101 North Davis Highway MOB, LLC Wisconsin
DOC-5146 Preston Avenue ASC, LLC Wisconsin
DOC-515 West Middle Turnpike MOB, LLC Wisconsin
DOC-5150 North Davis Highway MOB, LLC Wisconsin
DOC-5401 South Congress Avenue MOB, LLC Wisconsin
DOC-560 North Cleveland Avenue MOB, LLC Wisconsin


Entity Name Jurisdiction of Organization or Formation
DOC-560 W Mitchell St MOB, LLC Delaware
DOC-5757 Harper Drive NE MOB, LLC Wisconsin
DOC-600 Health Park Boulevard MOB, LLC Wisconsin
DOC-6010 Bay Parkway MOB, LLC Delaware
DOC-6220 West Bell Road ASC, LLC Wisconsin
DOC-631 Professional Drive MOB, LLC Wisconsin
DOC-633 Emerson Road MOB, LLC Wisconsin
DOC-6401 Kimball Drive MOB, LLC Wisconsin
DOC-669 South McKenzie Street MOB, LLC Wisconsin
DOC-67 Prospect Avenue MOB, LLC Wisconsin
DOC-6734 Route 9 MOB, LLC Wisconsin
DOC-6829 North 72nd Street MOB, LLC Wisconsin
DOC-7242 East Osborn Road MOB, LLC Wisconsin
DOC-725 Glenwood Drive MOB, LLC Wisconsin
DOC-7277 Smith’s Mill Road MOB, LLC Wisconsin
DOC-7308 Bridgeport Way W MOB, LLC Wisconsin
DOC-7330 North 99th Avenue MOB, LLC Wisconsin
DOC-7340 West College Drive MOB, LLC Wisconsin
DOC-7440 South 91st Street MOB, LLC Wisconsin
DOC-7710 Mercy Road MOB, LLC Wisconsin
DOC-808 3rd Street SE MOB, LLC Wisconsin
DOC-8096 Twin Beech Road MOB, LLC Wisconsin
DOC-810 East Rosser Avenue MOB, LLC Wisconsin
DOC-811 2nd Street SE MOB, LLC Wisconsin
DOC-8116 Good Luck Road MOB, LLC Wisconsin
DOC-850 Enterprise Pkwy MOB, LLC Delaware
DOC-8515 Eagle Point Boulevard MOB, LLC Wisconsin
DOC-9 Centre Drive MOB, LLC Wisconsin
DOC-908 North Howard MOB, LLC Wisconsin
DOC-9085 Southern Street MOB, LLC Wisconsin
DOC-9118 Bluebonnet Centre Boulevard MOB, LLC Wisconsin
DOC-9160 Carothers Parkway MOB, LLC Wisconsin
DOC-9250 North 3rd Street MOB, LLC Wisconsin
DOC-9726 Touchton Road MOB, LLC Wisconsin
DOC-9999 Kenworthy Street MOB, LLC Wisconsin
DOC-Baylor Mansfield ASC, LLC Wisconsin
DOC-Buford Drive MOB I Investors, LLC Delaware
DOC-Buford Drive MOB I, LLC Wisconsin
DOC-Carmel MOB, LLC Wisconsin
DOC-CCP MOBs, LLC New York
DOC-CCSC Crescent City Land, LLC Wisconsin
DOC-CCSC Crescent City Surgical Centre, LLC Wisconsin
DOC-CHI Rockwall Holding, LLC Wisconsin
DOC-CONS Columbus MOB, LLC Wisconsin
DOC-CRMC Carlisle, MOB LLC Wisconsin


Entity Name Jurisdiction of Organization or Formation
DOC-Deauville Boulevard MOBs, LLC Wisconsin
DOC-Desert Cove MOB, LLC Wisconsin
DOC-DG 610 MOB, LLC Wisconsin
DOC-DG Holding, LLC Wisconsin
DOC-DG Lakeville MOB, LLC Wisconsin
DOC-DG MAPLE GROVE MOB, LLC Wisconsin
DOC-DG MOB Fund Holding, LLC Wisconsin
DOC-DG MOB Funding, LLC Wisconsin
DOC-DG Xchange MOB, LLC Wisconsin
DOC-DSF Roswell Riverwalk, LLC Wisconsin
DOC-DUNWOODY MEDICAL CAMPUS, LLC Wisconsin
DOC-FSH El Paso Medical Center Partners, LLC Wisconsin
DOC-FSH El Paso Medical Center, LLC Wisconsin
DOC-FSH San Antonio Hospital, LLC Wisconsin
DOC-FSH San Antonio MOB, LLC Wisconsin
DOC-Great Falls Holding, LLC Wisconsin
DOC-Grenada MOB, LLC Wisconsin
DOC-Greymark HQ OKC MOB, LLC Wisconsin
DOC-Griffin Road MOB, LLC Wisconsin
DOC-Harrodsburg Road MOBs, LLC Wisconsin
DOC-Indiana 7 MOB, LLC Wisconsin
DOC-Indiana American MOBs, LLC Wisconsin
DOC-Katy Medical MOBs, LLC Wisconsin
DOC-Landmark Holding 7, LLC Delaware
DOC-Landmark TRS 7, LLC Delaware
DOC-LM Elizabeth MOB, LLC Wisconsin
DOC-Medcore Eden Hill, LLC Delaware
DOC-MedCore Realty HSP, LLC Wisconsin
DOC-Medical Quarters MOB TRS, LLC Delaware
DOC-Medical Quarters MOB, LLC Delaware
DOC-Medical Village at Maitland, LLC Wisconsin
DOC-Middletown Medical MOBs, LLC Wisconsin
DOC-Middletown Medical MOBs II, LLC Delaware
DOC-MP Holding, LLC Wisconsin
DOC-MPC Fort Worth MOB, LLC Wisconsin
DOC-MSM Greenwood MOBs, LLC Wisconsin
DOC-MSMOC Jackson MOB, LLC Wisconsin
DOC-Nashville MOB, LLC Wisconsin
DOC-Noblesville OMF, LLC Wisconsin
DOC-Oaks Lady Lake MOB, LLC Wisconsin
DOC-PDMC Atlanta, LLC Wisconsin
DOC-Pensacola Summit ASC, LLC Wisconsin
DOC-Pima Center Pkwy OMF LLC Wisconsin
DOC-Pinnacle Harrisburg MOBs, LLC Wisconsin
DOC-PMAK MOB Holding, LLC Wisconsin


Entity Name Jurisdiction of Organization or Formation
DOC-Premier Landmark MOBs, LLC Wisconsin
DOC-Renaissance Oshkosh MOB, LLC Wisconsin
DOC-SBO MOB, LLC Wisconsin
DOC-Scottsdale IRF, LLC Wisconsin
DOC-Shell Ridge Plaza MOB, LLC Wisconsin
DOC-SIM Monroe ASC, LLC Wisconsin
DOC-Summit Bloomington MOB, LLC Wisconsin
DOC-TL Slidell MOB, LLC Wisconsin
DOC-Unity Lafayette MOBS, LLC Wisconsin
DOC-West Roosevelt Street OMF, LLC Wisconsin
DOC-Yulee Holding Company, LLC Delaware
DR California III Holdings, LLC Delaware
DR California IV Holdings, LLC Delaware
DSTS, LLC Florida
Durant MOB Manager LLC Delaware
Durant MOB Owner LLC Delaware
Eagle Point Medical Building LLC Minnesota
Eastwind MOB, LLC Ohio
Edina Medical Investment Partners L.L.C. Minnesota
Encino MOB, LLC Delaware
Evansville MOB Owners Limited Partnership Delaware
FAEC 35 CPD, LLC Delaware
FAEC Holdings (Abbey), LLC Delaware
FAEC Holdings (Biddeford), LLC Delaware
FAEC Holdings (Concord East Epsom Dover), LLC Delaware
FAEC Holdings (Concord Horseshoe Commercial), LLC Delaware
FAEC Holdings (Concord North Foundry), LLC Delaware
FAEC Holdings (EP), LLC Delaware
FAEC Holdings (Highlands Ranch), LLC Delaware
FAEC Holdings (LA), LLC Delaware
FAEC Holdings (Ortho Ashton), LLC Delaware
FAEC Holdings (Ortho Shallotte), LLC Delaware
FAEC Holdings (Ortho Shipyard), LLC Delaware
FAEC Holdings (Riverwalk), LLC Delaware
FAEC Holdings (Rockwall), LLC Delaware
FAEC Holdings (Slidell), LLC Delaware
FAEC-Kingwood Medical, LLC Delaware
Faulkner Hinton/Suburban I, LLC Kentucky
Faulkner Hinton/Suburban III, LLC Kentucky
FDG-Vintage Park II Property, LLC Delaware
FDG-Vintage Park II, LLC Delaware
Foxwood Springs Garden Homes, LLC Delaware
Frisco Centennial MOB I, LLC Delaware
Frisco Centennial MOB II, LLC Delaware
FSP-Deer Park, LLC Delaware


Entity Name Jurisdiction of Organization or Formation
FSP-Waldwick Holding, LLC Delaware
FSP-Waldwick Property, LLC Delaware
GRSH IRF, LP Texas
Hacienda Stoneridge II, Incorporated Delaware
Hartwell Innovation Campus, LLC Delaware
Hartwell Member, LLC Delaware
Hartwell TRS, LLC Delaware
Hayden Campus LLC Delaware
Hayden Campus TRS LLC Delaware
Hayward Point Eden I Limited Partnership Delaware
Hazelwood Medical Building, LLC Minnesota
HC-3320 Live Oak Street BHF, LLC Wisconsin
HC-5788 Eckhert Road BHF, LLC Wisconsin
HCP - AM/Colorado, LLC Delaware
HCP - AM/Florida, LLC Delaware
HCP - AM/Illinois, LLC Delaware
HCP - AM/Tennessee, LLC Delaware
HCP - AM/Texas, LLC Delaware
HCP 101 Cambridgepark Drive Member, LLC Delaware
HCP 1101 Madison MOB, LLC Delaware
HCP 3535 Market Street GP, LLC Delaware
HCP 3535 Market Street, LP Delaware
HCP 600 Broadway MOB, LLC Delaware
HCP 833 Chestnut, LLC Delaware
HCP Acquisitions, LLC Delaware
HCP Albuquerque NM OpCo, LLC Delaware
HCP Altamonte Springs, LLC Delaware
HCP Arlington VA OpCo, LLC Delaware
HCP Arnold MOB, LLC Delaware
HCP Asia Investments, LLC Delaware
HCP Atrium MOB LLC Delaware
HCP Aur1 California A Pack, LLC Delaware
HCP Beaumont TX OpCo, LLC Delaware
HCP Beckett Lake, LLC Delaware
HCP Bellevue WA OpCo, LLC Delaware
HCP Bethesda MD OpCo, LLC Delaware
HCP Beverly Hills CA OpCo, LLC Delaware
HCP Biotech Gateway Incorporated Delaware
HCP Birmingham Portfolio, LLC Delaware
HCP Boca Raton FL OpCo, LLC Delaware
HCP Boynton Beach FL OpCo, LLC Delaware
HCP Boynton Beach, LLC Delaware
HCP Briargate MOB, LLC Delaware
HCP Brofin Holdings, LLC Delaware
HCP Brofin Properties, LLC Delaware


Entity Name Jurisdiction of Organization or Formation
HCP Brooklyn NY OpCo, LLC Delaware
HCP BTC, LLC Delaware
HCP Buford GA OpCo, LLC Delaware
HCP Callan Road, LLC Delaware
HCP Cambridgepark Drive Member LLC Delaware
HCP Canton GA OpCo, LLC Delaware
HCP Carrollwood, LLC Delaware
HCP Cherry Hill NJ OpCo, LLC Delaware
HCP Chino Hills, L.P. Delaware
HCP Cincinnati OH OpCo, LLC Delaware
HCP Clearlake OpCo, LLC Delaware
HCP Clearwater, LLC Delaware
HCP Coconut Creek FL OpCo, LLC Delaware
HCP Columbia MD OpCo, LLC Delaware
HCP Coosa MOB, LLC Delaware
HCP Cresskill NJ OpCo, LLC Delaware
HCP CRS1 2801 Denton TX GP, LLC Delaware
HCP CRS1 2801 Denton TX, LP Delaware
HCP CRS1 Delphis Lead Lender, LP Delaware
HCP CRS2 Cleveland OH GP, LLC Delaware
HCP CRS2 Cleveland OH, LP Delaware
HCP CRS2 Fresno CA GP, LLC Delaware
HCP CRS2 Fresno CA, LP Delaware
HCP CRS2 GP, LLC Delaware
HCP CRS2 Keller - Wylie TX, LLC Delaware
HCP CRS2 Ogden UT GP, LLC Delaware
HCP CRS2 Ogden UT, LP Delaware
HCP CRS2 Plano TX GP, LLC Delaware
HCP CRS2 Plano TX, LP Delaware
HCP CRS2, LP Delaware
HCP CTE, L.P. Delaware
HCP Cy-Fair, LLC Delaware
HCP Cypress TX MOB, LLC Delaware
HCP DAS Acquisition, LLC Delaware
HCP DAS Brentwood CA GP, LLC Delaware
HCP DAS Cypress TX GP, LLC Delaware
HCP DAS Cypress TX, LP Delaware
HCP DAS Evansville IN GP, LLC Delaware
HCP DAS GP, LLC Delaware
HCP DAS Jackson II MS GP, LLC Delaware
HCP DAS Lancaster TX GP, LLC Delaware
HCP DAS Lender GP, LLC Delaware
HCP DAS Lender, LP Delaware
HCP DAS Lexington KY GP, LLC Delaware
HCP DAS Marion IL GP, LLC Delaware


Entity Name Jurisdiction of Organization or Formation
HCP DAS Nassau Bay TX GP, LLC Delaware
HCP DAS Parker CO GP, LLC Delaware
HCP DAS Pearland TX GP, LLC Delaware
HCP DAS Pearland TX, LP Delaware
HCP DAS Pipeline 1, LLC Delaware
HCP DAS Scottsdale AZ GP, LLC Delaware
HCP DAS Texarkana TX GP, LLC Delaware
HCP DAS Towson MD GP, LLC Delaware
HCP DAS Towson MD, LP Delaware
HCP DAS, LP Delaware
HCP Dayton OH OpCo, LLC Delaware
HCP Delray Beach FL OpCo, LLC Delaware
HCP Delray Beach, LLC Delaware
HCP Des Peres MO OpCo, LLC Delaware
HCP DR California II, LLC Delaware
HCP DR California III HoldCo, LLC Delaware
HCP DR California III, LLC Delaware
HCP DR California, LLC Delaware
HCP DR MCD, LLC Delaware
HCP DSL Bradenton FL OpCo, LLC Delaware
HCP DSL Fort Myers FL OpCo, LLC Delaware
HCP DSL Fort Myers IL FL OpCo, LLC Delaware
HCP DSL Melbourne FL OpCo, LLC Delaware
HCP DSL Naples FL OpCo, LLC Delaware
HCP DSL Palm Beach Gardens FL OpCo, LLC Delaware
HCP DSL PropCo Castle Hills, LLC Delaware
HCP DSL PropCo Fort Myers IL, LLC Delaware
HCP DSL PropCo Fort Myers, LLC Delaware
HCP DSL PropCo Melbourne, LLC Delaware
HCP DSL PropCo Naples, LLC Delaware
HCP DSL PropCo Palm Beach Gardens, LLC Delaware
HCP DSL PropCo Sarasota Bay, LLC Delaware
HCP DSL PropCo Sugarloaf, LLC Delaware
HCP DSL PropCo Tampa Palms, LLC Delaware
HCP DSL Suwanee GA OpCo, LLC Delaware
HCP DSL Tampa FL OpCo, LLC Delaware
HCP DSL TRS, LLC Delaware
HCP Dunwoody GA OpCo, LLC Delaware
HCP Eastgate LLC Delaware
HCP Eby1 Davenport IA, LP Delaware
HCP Eby1 GP, LLC Delaware
HCP Eby1 Illinois GP, LLC Delaware
HCP Eby1 Illinois, LP Delaware
HCP Eby1 Iowa GP, LLC Delaware
HCP Eby1 Marion IA, LP Delaware


Entity Name Jurisdiction of Organization or Formation
HCP Eby1, LP Delaware
HCP Eby2 Portage MI, LLC Delaware
HCP Eden Manager, LLC Delaware
HCP Eden1 Gainesville FL, LLC Delaware
HCP Eden1 Jacksonville FL, LLC Delaware
HCP Eden1 Tallahassee FL, LLC Delaware
HCP Eden2 A Pack, LLC Delaware
HCP Eden2 B Pack, LLC Delaware
HCP Eden2 GP, LLC Delaware
HCP Eden2 North Carolina GP, LLC Delaware
HCP Eden2 North Carolina, LP Delaware
HCP Eden2, LP Delaware
HCP Edmonds WA OpCo, LLC Delaware
HCP Emfin Properties, LLC Delaware
HCP Emmons Ave NY OpCo, LLC Delaware
HCP EMOH, LLC Delaware
HCP ESL Fairborn OH OpCo, LLC Delaware
HCP ESL Fairborn OH, LLC Delaware
HCP ESL Fort Harrison IN OpCo, LLC Delaware
HCP ESL Indiana, LLC Delaware
HCP ESL Madison WI OpCo, LLC Delaware
HCP ESL Portland OR OpCo, LLC Delaware
HCP ESL West Lafayette IN OpCo, LLC Delaware
HCP Estates USA Inc. Delaware
HCP ETE, L.P. Delaware
HCP Fallbrook TX OpCo, LLC Delaware
HCP Falls Church VA OpCo, LLC Delaware
HCP Fannin Medical Investors, LLC Delaware
HCP Farmington Hills MI OpCo, LLC Delaware
HCP Florham Park NJ OpCo, LLC Delaware
HCP Forbes, LLC Delaware
HCP Fortuna OpCo, LLC Delaware
HCP Frederick MD OpCo, LLC Delaware
HCP Friendswood, LLC Delaware
HCP Fund Management, LLC Delaware
HCP Fund, L.P. Delaware
HCP FW TX OpCo, LLC Delaware
HCP Gen Lender, LLC Delaware
HCP Glastonbury CT OpCo, LLC Delaware
HCP GP/Colorado, LLC Delaware
HCP Gray Street MOB, LLC Delaware
HCP Greensboro NC OpCo, LLC Delaware
HCP Greenville SC MOB 1, LLC Delaware
HCP Greenville SC MOB 2, LLC Delaware
HCP Hazel Creek, LLC Delaware


Entity Name Jurisdiction of Organization or Formation
HCP HB2 Carrington-Cherry Hills, LLC Delaware
HCP HB2 Emerald Bay Manor, LLC Delaware
HCP HB2 Greenwich - East-West Bay - Olympia Fields, LLC Delaware
HCP HB2 Heritage Palmeras, LLC Delaware
HCP HB2 Herons Run, LLC Delaware
HCP HB2 Manor - Pointe Newport Place, LLC Delaware
HCP HB2 North Bay Manor, LLC Delaware
HCP HB2 Park at Golf Mill, LLC Delaware
HCP HB2 Pinecrest Place, LLC Delaware
HCP HB2 Prosperity Oaks, LLC Delaware
HCP HB2 Sakonnet Bay Manor, LLC Delaware
HCP HB2 South Bay Manor, LLC Delaware
HCP HB2 Waterside Retirement Estates, LLC Delaware
HCP HB3 Spring Shadows Place, LLC Delaware
HCP HB3 Willowbrook, LLC Delaware
HCP Hyde Park TRS, LLC Delaware
HCP Insurance TRS, LLC Delaware
HCP Irvine CA OpCo, LLC Delaware
HCP Irving, LLC Delaware
HCP Jackson Central Investors, LLC Delaware
HCP Jacksonville, LLC Delaware
HCP Jona Dr VA OpCo, LLC Delaware
HCP Kenmore WA OpCo, LLC Delaware
HCP Kingwood Medical MOB, LLC Delaware
HCP Kirkland, LLC Delaware
HCP Lake Granbury Investors, LLC Delaware
HCP Lakeview MOB, LLC Delaware
HCP Lancaster MOB, LLC Delaware
HCP Lantana FL OpCo, LLC Delaware
HCP Leesburg VA OpCo, LLC Delaware
HCP Lewisville TX OpCo, LLC Delaware
HCP Life Science Assets TRS, LLC Delaware
HCP Life Science Development, LLC Delaware
HCP Life Science REIT, Inc. Maryland
HCP Life Science Services TRS, LLC Delaware
HCP Life Science, LLC Delaware
HCP Lilburn GA OpCo, LLC Delaware
HCP Louisville KY OpCo, LLC Delaware
HCP LS Brisbane, LLC Delaware
HCP LS Carlsbad, LLC Delaware
HCP LS Poway I, LLC Delaware
HCP LS Poway II, LLC Delaware
HCP LS Poway III, LLC Delaware
HCP LS Redwood City, LLC Delaware
HCP LSE Property Manager, LLC Delaware


Entity Name Jurisdiction of Organization or Formation
HCP MA1 GP, LLC Delaware
HCP MA1, LP Delaware
HCP MA2 California, LP Delaware
HCP MA2 GP Holding, LLC Delaware
HCP MA2 Massachusetts, LP Delaware
HCP MA2 Ohio, LP Delaware
HCP MA2 Oklahoma, LP Delaware
HCP MA2, LP Delaware
HCP MA3 A Pack GP, LLC Delaware
HCP MA3 A Pack, LP Delaware
HCP MA3 California, LP Delaware
HCP MA3 GP Holding, LLC Delaware
HCP MA3 Pennsylvania, LP Delaware
HCP MA3 South Carolina, LP Delaware
HCP MA3 Virginia, LP Delaware
HCP MA3 Washington, LP Delaware
HCP MA3, LP Delaware
HCP MA4 Cleveland OH, LP Delaware
HCP MA4 Columbia MD, LP Delaware
HCP MA4 Dayton OH, LP Delaware
HCP MA4 Dunwoody GA, LP Delaware
HCP MA4 GP Cleveland OH, LLC Delaware
HCP MA4 GP Columbia MD, LLC Delaware
HCP MA4 GP Dayton OH, LLC Delaware
HCP MA4 GP Dunwoody GA, LLC Delaware
HCP MA4 GP Florham Park NJ, LLC Delaware
HCP MA4 GP Florida Holding, LLC Delaware
HCP MA4 GP Greensboro NC, LLC Delaware
HCP MA4 GP Kansas City KS, LLC Delaware
HCP MA4 GP Northville MI, LLC Delaware
HCP MA4 GP Omaha NE, LLC Delaware
HCP MA4 GP Rockville MD, LLC Delaware
HCP MA4 GP St. Charles IL, LLC Delaware
HCP MA4 GP West Orange NJ, LLC Delaware
HCP MA4 GP Wheaton IL, LLC Delaware
HCP MA4 GP, LLC Delaware
HCP MA4 Greensboro NC, LP Delaware
HCP MA4 Kansas City KS, LP Delaware
HCP MA4 Northville MI, LP Delaware
HCP MA4 Omaha NE, LP Delaware
HCP MA4 Rockville MD, LP Delaware
HCP MA4 St. Charles IL, LP Delaware
HCP MA4 Tampa FL, LP Delaware
HCP MA4 Wheaton IL, LP Delaware
HCP MA4, LP Delaware


Entity Name Jurisdiction of Organization or Formation
HCP Madison NJ OpCo, LLC Delaware
HCP Manahawkin NJ OpCo, LLC Delaware
HCP MCD TRS, LLC Delaware
HCP Medical Office Buildings I, LLC Delaware
HCP Medical Office Buildings II, LLC Delaware
HCP Medical Office Buildings, LLC Delaware
HCP Medical Office Portfolio, LLC Delaware
HCP Mercer Island WA OpCo, LLC Delaware
HCP Milton Medical Equity Investors, LLC Delaware
HCP MOB Centerpoint LLC Delaware
HCP MOB Evanston LLC Delaware
HCP MOB Jordan Valley II LLC Delaware
HCP MOB Jordan Valley LLC Delaware
HCP MOB K.C. Imaging LLC Delaware
HCP MOB Life Center LLC Delaware
HCP MOB Lone Peak LLC Delaware
HCP MOB Member, LLC Delaware
HCP MOB Mesquite LLC Delaware
HCP MOB Miami, LLC Delaware
HCP MOB Property Manager, LLC Delaware
HCP MOB Scottsdale LLC Delaware
HCP MOB Texas, LLC Delaware
HCP Monterrey Holdings, LLC Delaware
HCP Monterrey, LLC Delaware
HCP Mooresville NC OpCo, LLC Delaware
HCP MOP 1110 Irving TX, LP Delaware
HCP MOP 1411 Aurora CO GP, LLC Delaware
HCP MOP 1411 Aurora CO, LP Delaware
HCP MOP 1421 Aurora CO GP, LLC Delaware
HCP MOP 1421 Aurora CO, LP Delaware
HCP MOP 7200 Irving TX, LP Delaware
HCP MOP A Pack GP, LLC Delaware
HCP MOP California, LP Delaware
HCP MOP Columbia MD GP, LLC Delaware
HCP MOP Columbia MD, LP Delaware
HCP MOP Denver CO GP, LLC Delaware
HCP MOP Denver CO, LP Delaware
HCP MOP Fairfax VA, LP Delaware
HCP MOP GP, LLC Delaware
HCP MOP Houston TX, LLC Delaware
HCP MOP Member, LLC Delaware
HCP MOP, LP Delaware
HCP Mount Vernon IL OpCo, LLC Delaware
HCP Mount Vernon IL, LLC Delaware
HCP NE Retail, LLC Delaware


Entity Name Jurisdiction of Organization or Formation
HCP NE Tower, LLC Delaware
HCP Oak Park, LLC Delaware
HCP Ocoee, LLC Delaware
HCP Ogden MOB, LLC Delaware
HCP Omaha NE OpCo, LLC Delaware
HCP Orange NJ OpCo, LLC Delaware
HCP Otay Ranch TRS, LLC Delaware
HCP Oviedo, LLC Delaware
HCP Owasso MOB, LLC Delaware
HCP Oyster Point III LLC Delaware
HCP Palm Springs OpCo, LLC Delaware
HCP Partners, LP Delaware
HCP PC1 Brentwood TN, LLC Delaware
HCP PC1 Buckhead GA, LLC Delaware
HCP PC1 Friendship Heights MD, LLC Delaware
HCP PC1 Naples FL, LLC Delaware
HCP PC1 New Jersey, LLC Delaware
HCP PC1 North Carolina, LLC Delaware
HCP PC1 Stamford CT, LLC Delaware
HCP PC1 Venice FL, LLC Delaware
HCP PC2, LLC Delaware
HCP Pearland TX MOB, LLC Delaware
HCP Periferico 4338 Holdings, LLC Delaware
HCP Periferico 4338, LLC Delaware
HCP Pinellas Park, LLC Delaware
HCP Pleasant, LLC Delaware
HCP Plymouth MA OpCo, LLC Delaware
HCP Plymouth Township MI OpCo, LLC Delaware
HCP Point Eden Incorporated Delaware
HCP Port Orange FL OpCo, LLC Delaware
HCP Port Orange, LLC Delaware
HCP Prairie Village KS OpCo, LLC Delaware
HCP Raleigh NC OpCo, LLC Delaware
HCP Remington Oaks MOB, L.P. Delaware
HCP Richmond Heights MO OpCo, LLC Delaware
HCP RP1-VB, LLC Delaware
HCP RSF Portfolio GP, LLC Texas
HCP RSF Portfolio, LLC Delaware
HCP Saddle River NJ OpCo, LLC Delaware
HCP San Antonio TX MOB, LLC Delaware
HCP Santa Rosa CA OpCo, LLC Delaware
HCP Senior Housing Properties, LLC Delaware
HCP S-H 2014 Member, LLC Delaware
HCP S-H 2015 OpCo TRS, LLC Delaware
HCP S-H ASL OpCo, LLC Delaware


Entity Name Jurisdiction of Organization or Formation
HCP S-H CA OpCo, LLC Delaware
HCP SH California, LLC Delaware
HCP S-H DSL OpCo HoldCo, LLC Delaware
HCP SH Eldorado Heights, LLC Delaware
HCP SH ELP1 Properties, LLC Delaware
HCP SH ELP2 Properties, LLC Delaware
HCP SH ELP3 Properties, LLC Delaware
HCP S-H ESL OpCo, LLC Delaware
HCP S-H FM OpCo, LLC Delaware
HCP SH Hermiston Terrace, LLC Delaware
HCP SH Lassen House, LLC Delaware
HCP S-H LCS OpCo, LLC Delaware
HCP SH Mountain Laurel, LLC Delaware
HCP SH Mountain View, LLC Delaware
HCP S-H MRE/HCP OpCo Member, LLC Delaware
HCP S-H MRE/HCP PropCo Member, LLC Delaware
HCP S-H OpCo TRS, LLC Delaware
HCP SH River Road, LLC Delaware
HCP SH River Valley Landing, LLC Delaware
HCP SH Sellwood Landing, LLC Delaware
HCP S-H SHC OpCo, LLC Delaware
HCP S-H Sunrise OpCo HoldCo, LLC Delaware
HCP SH Windfield Village, LLC Delaware
HCP Shore, LLC Delaware
HCP Shorehaven MI OpCo, LLC Delaware
HCP SLB Florida, LLC Delaware
HCP South Buford GA OpCo, LLC Delaware
HCP Southwest MOB, LLC Delaware
HCP Springs MOB Louisville, LLC Delaware
HCP Springtree, LLC Delaware
HCP SSF, LLC Delaware
HCP St Charles IL OpCo, LLC Delaware
HCP St. Augustine, LLC Delaware
HCP ST1 Colorado GP, LLC Delaware
HCP ST1 Colorado, LP Delaware
HCP Sterling VA OpCo, LLC Delaware
HCP Stone Oak MOB, L.P. Delaware
HCP Sun1 Beverly Hills CA, LLC Delaware
HCP Sun1 Edmonds WA, LLC Delaware
HCP Sun1 GP, LLC Delaware
HCP Sun1 Lilburn GA, LLC Delaware
HCP Sun1, LP Delaware
HCP Sun2 Des Peres MO, LLC Delaware
HCP Sun2 Richmond Heights MO, LLC Delaware
HCP Sun2 Wilmette IL, LLC Delaware


Entity Name Jurisdiction of Organization or Formation
HCP Sunrise FL OpCo, LLC Delaware
HCP Tampa FL MOB, LLC Delaware
HCP Tampa FL OpCo, LLC Delaware
HCP Tesson, LLC Delaware
HCP Torrey Pines LLC Delaware
HCP Torreyana, LLC Delaware
HCP Torrington CT OpCo, LLC Delaware
HCP TPSP, LLC Delaware
HCP TRS LF Lender, LLC Delaware
HCP UK Investments Holdings, LLC Delaware
HCP UK Lender, LP Delaware
HCP University Center East LLC Delaware
HCP University Center West LLC Delaware
HCP Ventures II Member, LLC Delaware
HCP Ventures II Partner, LLC Delaware
HCP Ventures II TRS, LLC Delaware
HCP Ventures III, LLC Delaware
HCP Ventures IV Member, LLC Delaware
HCP Ventures IV, LLC Delaware
HCP Ventures V Member, LLC Delaware
HCP Ventures V TRS, LLC Delaware
HCP Ventures V, LLC Delaware
HCP Ventures VII, LLC Delaware
HCP Ventures VIII, LLC Delaware
HCP Veranda, LLC Delaware
HCP Vintage Park II TRS, LLC Delaware
HCP Voorhees Township NJ OpCo, LLC Delaware
HCP VPI Sorrento II, LLC Delaware
HCP Waldwick TRS, LLC Delaware
HCP Wekiwa Springs, LLC Delaware
HCP Westgate1 Auburn Hills MI, LLC Delaware
HCP Westgate1 Sterling Heights MI, LLC Delaware
HCP Westlake OH OpCo, LLC Delaware
HCP Westminster MD OpCo, LLC Delaware
HCP Wheaton IL OpCo, LLC Delaware
HCP Wilmette IL OpCo, LLC Delaware
HCP Wilson Blvd VA OpCo, LLC Delaware
HCP Woodbridge, LLC Delaware
HCP Woodlands TX MOB, LLC Delaware
HCP Woodside TX OpCo, LLC Delaware
HCP Youngstown OH OpCo, LLC Delaware
HCP Yreka OpCo, LLC Delaware
HCP/LFREP Carmichael Owner, LLC Delaware


Entity Name Jurisdiction of Organization or Formation
HCP/LFREP Durham Lab, LLC Delaware
HCP/LFREP Durham, LLC Delaware
HCP/LFREP Ventures I, LLC Delaware
HCP/LFREP Ventures II, LLC Delaware
HCP/LS 2011 REIT LLC Delaware
HCPI/Colorado Springs Limited Partnership Delaware
HCPI/Kansas Limited Partnership Delaware
HCPI/Little Rock Limited Partnership Delaware
HCPI/San Antonio Limited Partnership Delaware
HCPI/Sorrento, LLC Delaware
HCPI/Stansbury, LLC Delaware
HCPI/Tennessee, LLC Delaware
HCPI/Utah II, LLC Delaware
HCPI/Utah, LLC Delaware
HCPI/Wesley, LLC Delaware
HCP-Pointe Grand, Incorporated Delaware
HCP-Torrey Pines I, Inc. Delaware
HCP-Torrey Pines Science Center, Inc. Delaware
HealCo Properties, LLC Delaware
Health Care Investors III California
Healthpeak - GP/National LLC Delaware
Healthpeak (HI), LLC Delaware
Healthpeak Crosswood II, LLC Delaware
Healthpeak Crosswood, LLC Delaware
Healthpeak CRS1 Delphis Lead Lender Partner 1, LLC Delaware
Healthpeak CRS1 Delphis Lead Lender Partner 2, LLC Delaware
Healthpeak Fund I, LLC Delaware
Healthpeak Life Science Properties, Inc. Delaware
Healthpeak LLC Delaware
Healthpeak Louisville, LLC Delaware
Healthpeak Medical Office Properties, LLC Delaware
Healthpeak MOB (DE), LLC Delaware
Healthpeak Mortgage LLC Delaware
Healthpeak OP, LLC Maryland
Healthpeak Partners GP, LLC Delaware
Healthpeak Properties TRS, LLC Delaware
Healthpeak Properties, Inc. Maryland
Healthpeak Properties, LLC Delaware
Healthpeak Senior Housing Properties LLC Delaware
Healthpeak S-H 2015 Member, LLC Delaware
Healthpeak SU TRS LLC Delaware
Healthpeak TRS, LLC Delaware
Jackson HCP, LLC Delaware


Entity Name Jurisdiction of Organization or Formation
Jackson II MOB Owners LLC Delaware
Lake Seminole Square, LLC Delaware
Lakeview Regional MOB, LLC Delaware
Lansdowne MOB, LLC Delaware
LASDK Limited Partnership Delaware
Laurel Terrace MOB, LLC Delaware
Lee's Summit MOB, LLC Delaware
Lexington Equity Investors, Ltd. Florida
Lexington MOB Partners, Ltd. Florida
Lockport Crossings MOB, LLC Delaware
LS 100 CDP Member, LLC Delaware
LS 200 CDP, LLC Delaware
LS 400/500 CDP, LLC Delaware
LS 725 Concord, LLC Delaware
LS 75 Hayden TRS, LLC Delaware
LS 75 Hayden, LLC Delaware
LS Alewife I, LLC Delaware
LS Alewife II, LLC Delaware
LS Alewife III, LLC Delaware
LS Alewife IV, LLC Delaware
LS Alewife IX, LLC Delaware
LS Alewife V, LLC Delaware
LS Alewife VI, LLC Delaware
LS Alewife VII, LLC Delaware
LS Alewife VIII, LLC Delaware
LS Alewife X, LLC Delaware
LS Lusk Land, LLC Delaware
LS MA Holdco, LLC Delaware
LS MA Services TRS, LLC Delaware
LS Needham Holdco TRS, LLC Delaware
LS Needham Member, LLC Delaware
LS The Post, LLC Delaware
LS Vista Sorrento I, LLC Delaware
LS Vista Sorrento II, LLC Delaware
Marion Medical Equity Investors LLC Delaware
Marion Medical Investors, L.P. Illinois
Marion MOB Partners, L.P. Illinois
MCD Clodus Fields, LLC Delaware
McDowell Mountain Medical Investors, Ltd. Florida
McKinney HCP GP, LLC Delaware
McKinney HCP, L.P. Delaware
McKinney MOB III, LLC Delaware
McKinney MOB, LLC Delaware


Entity Name Jurisdiction of Organization or Formation
Meadowdome, LLC Maryland
Medcap HCPI Development, LLC Delaware
MedCap Holding II, LLC Delaware
MedCap Holding III, LLC Delaware
MedCap Holding IV, LLC Delaware
MedCap Properties I, LLC Delaware
Medcap Properties II, LLC Delaware
Medcap Properties, LLC Delaware
Medcore Realty Eden Hill, LLC Delaware
Medical Office Buildings of Alaska, LLC Delaware
Medical Office Buildings of California Goodsam, LLC Delaware
Medical Office Buildings of California, LLC Delaware
Medical Office Buildings of Colorado II, LLC Delaware
Medical Office Buildings of Colorado III, LLC Delaware
Medical Office Buildings of Colorado, LLC Delaware
Medical Office Buildings of Florida, LLC Delaware
Medical Office Buildings of Nevada, LLC Delaware
Medical Office Buildings of Nevada-Southern Hills, LLC Delaware
Medical Office Buildings of Osceola, LLC Delaware
Medical Office Buildings of Plano, L.P. Delaware
Medical Office Buildings of Plantation, LLC Delaware
Medical Office Buildings of Reston, LLC Delaware
Medical Office Buildings of Tennessee, LLC Delaware
Medical Office Buildings of Texas City, L.P. Delaware
Medical Office Buildings of Texas, L.P. Delaware
Medical Office Buildings of Utah, LLC Delaware
Meridan Fund, LLC Delaware
Meridian Care Group MOB, LLC Delaware
Michigan Road MOB, LLC Delaware
Mission Springs AL, LLC Delaware
MMB Medical Partners LLC Delaware
MOB 1 of California, LLC Delaware
MOB 10 of Florida, LLC Delaware
MOB 101 of Texas, L.P. Delaware
MOB 103 of Texas, L.P. Delaware
MOB 105 of Texas, L.P. Delaware
MOB 11 of Florida, LLC Delaware
MOB 111 of Texas, L.P. Delaware
MOB 122 of Texas, L.P. Delaware
MOB 124 of Texas, L.P. Delaware
MOB 13 of Florida, LLC Delaware
MOB 132 of Alaska, LLC Delaware
MOB 135 of Florida, LLC Delaware


Entity Name Jurisdiction of Organization or Formation
MOB 139 of Texas, L.P. Delaware
MOB 14 of Florida, LLC Delaware
MOB 147 of Tennessee, LLC Delaware
MOB 17 of Florida, LLC Delaware
MOB 2 of Florida, LLC Delaware
MOB 3 of Florida, LLC Delaware
MOB 46 of Nevada, LLC Delaware
MOB 47 of Nevada, LLC Delaware
MOB 48/49 of Nevada, LLC Delaware
MOB 50 of Nevada, LLC Delaware
MOB 59 of Tennessee, LLC Delaware
MOB 65 of Tennessee, LLC Delaware
MOB 66 of Tennessee, LLC Delaware
MOB 68 of Tennessee, LLC Delaware
MOB 69 of Tennessee, LLC Delaware
MOB 70 of Tennessee, LLC Delaware
MOB 71 of Tennessee, LLC Delaware
MOB 72 of Tennessee, LLC Delaware
MOB 74 of Tennessee, LLC Delaware
MOB 75 of Tennessee, LLC Delaware
MOB 77 of Texas, L.P. Delaware
MOB 82/85/86 of Texas, L.P. Delaware
MOB 83 of Texas, L.P. Delaware
MOB 87 of Texas, L.P. Delaware
MOB 88 of Texas, L.P. Delaware
MOB 90 of Texas, L.P. Delaware
MOB 93 of Texas, L.P. Delaware
MOB 97 of Texas, L.P. Delaware
MOB Colonial Building, LLC Delaware
MOB GP Las Colinas II, LLC Delaware
MOB Las Colinas II, L.P. Delaware
MOB of Denver 1, LLC Delaware
MOB of Denver 2, LLC Delaware
MOB of Denver 3, LLC Delaware
MOB of Denver 4, LLC Delaware
MOB of Denver 5, LLC Delaware
MOB of Denver 6, LLC Delaware
MOB of Denver 7, LLC Delaware
MOB Sky Ridge 1 of Colorado, LLC Delaware
MOB Special Member, Inc. Delaware
MOB Texas City 1 of Texas, L.P. Delaware
MOB/Bay-1 of Florida, LLC Delaware
MOB/GP 101 of Texas, LLC Delaware


Entity Name Jurisdiction of Organization or Formation
MOB/GP 103 of Texas, LLC Delaware
MOB/GP 105 of Texas, LLC Delaware
MOB/GP 111 of Texas, LLC Delaware
MOB/GP 122 of Texas, LLC Delaware
MOB/GP 124 of Texas, LLC Delaware
MOB/GP 139 of Texas, LLC Delaware
MOB/GP 77 of Texas, LLC Delaware
MOB/GP 82/85/86 of Texas, LLC Delaware
MOB/GP 83 of Texas, LLC Delaware
MOB/GP 87 of Texas, LLC Delaware
MOB/GP 88 of Texas, LLC Delaware
MOB/GP 90 of Texas, LLC Delaware
MOB/GP 93 of Texas, LLC Delaware
MOB/GP 97 of Texas, LLC Delaware
MOB/GP of Plano, LLC Delaware
MOB/GP of Texas City, LLC Delaware
MOB/GP of Texas, LLC Delaware
MOB/GP Texas City 1 of Texas, LLC Delaware
MOB/GP-West Houston, LLC Delaware
MOB/LP of Plano, LLC Delaware
MOB/LP of Texas City, LLC Delaware
MOB/LP of Texas, LLC Delaware
MOB/LP Texas Holding, LLC Delaware
MOB-West Houston, L.P. Delaware
Mooresville MOB, LLC Delaware
Morristown MOB I, LLC Delaware
Morristown MOB II, LLC Delaware
Morristown MOB III, LLC Delaware
Morristown MOB IV, LLC Delaware
MP IV DOC Brooklyn MOB, LLC Delaware
MTKA II MP LLC Delaware
Needham Developers, LLC Delaware
NNGS Development, LLC Florida
NWSC MOB, LLC Delaware
Oak Hill MOB, LLC Delaware
Ocean Acquisition 1, LLC Maryland
Ocean Acquisition 2, LLC Florida
Ocean Acquisition 3, LLC Delaware
Ocean TRS, LLC Delaware
Old Henry Healthcare I, LLC Kentucky
Omaha MOB Investors LLC Florida
Omaha MOB Manager LLC Delaware
Omaha MOB Owners LLC Delaware


Entity Name Jurisdiction of Organization or Formation
OP Lab Property Manager, LLC Delaware
Orange Park MOB, LLC Delaware
Overland Park MOB, LLC Delaware
Pace MOB, LLC Alabama
Pacific Acquisitions 2019, LLC Delaware
Parker MOB Owners LLC Delaware
PG I 169 Harbor, LLC Delaware
PG II 230 East Grand, LLC Delaware
PG III 250 East Grand, LLC Delaware
PG Interim JV, LLC Delaware
PG IV 256 East Grand, LLC Delaware
PG JV I, LLC Delaware
PG JV II, LLC Delaware
PG JV V, LLC Delaware
PG JV VI, LLC Delaware
PG JV VIII, LLC Delaware
PG REIT I, LLC Delaware
PG REIT II, LLC Delaware
PG REIT V, LLC Delaware
PG REIT VI, LLC Delaware
PG REIT VIII, LLC Delaware
PG TRS, LLC Delaware
PG V 260 East Grand, LLC Delaware
PG VI 270 East Grand, LLC Delaware
PG VII 280 East Grand, LLC Delaware
PG VIII 170 Harbor Way, LLC Delaware
PG VIII 210-220 East Grand, LLC Delaware
PG VIII 240 East Grand, LLC Delaware
Pikesville Assisted Living, LLC Maryland
Pinnacle at RidgeGate MOB, LLC Delaware
Professional Center II MOB, LLC Delaware
Raulerson MOB, LLC Delaware
Remington Development Partners, LLC Illinois
Research MOB, LLC Delaware
River Oaks MOB Owners LLC Delaware
Robin Run Garden Homes, LLC Delaware
Sandwich Development Partners, LLC Illinois
Santa Rosa I PropCo LLC Delaware
Savage Medical Building, LLC Minnesota
Savannah MOB II, LLC Delaware
Savannah MOB, LLC Delaware
Scripture MOB, LLC Delaware
S-H 2014 OpCo TRS, Inc. Delaware


Entity Name Jurisdiction of Organization or Formation
SH 2019 OpCo HoldCo I, LLC Delaware
SH 2019 OpCo HoldCo II, LLC Delaware
SH 2019 OpCo HoldCo III, LLC Delaware
SH 2019 OpCo TRS I, LLC Delaware
SH 2019 OpCo TRS II, LLC Delaware
SH 2019 OpCo TRS III, LLC Delaware
SH 2019 REIT I, LLC Delaware
SH 2019 REIT II, LLC Delaware
SH 2019 REIT III, LLC Delaware
SH 2019 Ventures, LLC Delaware
SH CSU OpCo HoldCo, LLC Delaware
SH DR California IV HoldCo, LLC Delaware
SH DR California IV, LLC Delaware
SH DR V HoldCo, LLC Delaware
SH DR V, LLC Delaware
S-H DSL Investor, LLC Delaware
SH DSL OpCo HoldCo, LLC Delaware
S-H HCP/DSL Member, LLC Delaware
S-H HCP/DSL Ventures, LLC Delaware
S-H HCP/LCB OpCo Member, LLC Delaware
S-H HCP/LCB OpCo Ventures, LLC Delaware
S-H HCP/LCB PropCo Member, LLC Delaware
S-H HCP/LCB PropCo Ventures, LLC Delaware
S-H HCP/LCB Properties, LLC Delaware
S-H Mid-Atlantic Master Tenant, LLC Delaware
S-H Mid-Atlantic OpCo - Ellicott City, LLC Delaware
S-H Mid-Atlantic OpCo - Friendship, LLC Delaware
S-H Mid-Atlantic OpCo - Laurel, LLC Delaware
S-H Mid-Atlantic OpCo - Leesburg, LLC Delaware
S-H Mid-Atlantic OpCo - Satyr Hill, LLC Delaware
S-H Mid-Atlantic OpCo - Spotsylvania, LLC Delaware
S-H Mid-Atlantic OpCo - St. Charles, LLC Delaware
S-H Mid-Atlantic OpCo, LLC Delaware
S-H Mid-Atlantic PropCo - Ellicott City, LLC Delaware
S-H Mid-Atlantic PropCo - Friendship, LLC Delaware
S-H Mid-Atlantic PropCo - Laurel, LLC Delaware
S-H Mid-Atlantic PropCo - Leesburg, LLC Delaware
S-H Mid-Atlantic PropCo - Satyr Hill, LLC Delaware
S-H Mid-Atlantic PropCo - Spotsylvania, LLC Delaware
S-H Mid-Atlantic PropCo - St. Charles, LLC Delaware
S-H Mid-Atlantic PropCo, LLC Delaware
S-H MRE/HCP PropCo Ventures II LLC Delaware
SH Northridge CA OpCo, LLC Delaware


Entity Name Jurisdiction of Organization or Formation
SH OpCo Abilene, LLC Delaware
SH OpCo Burleson, LLC Delaware
S-H OpCo Carrington Pointe, LLC Delaware
S-H OpCo Cherry Hills, LLC Delaware
SH OpCo Chesapeake Place, LLC Delaware
SH OpCo Chino Hills, LLC Delaware
S-H OpCo Clear Lake, LLC Delaware
SH OpCo Concord, LLC Delaware
S-H OpCo Copperfield Village, LLC Delaware
SH OpCo Crescent Point, LLC Delaware
SH OpCo Crosswood Oaks, LLC Delaware
S-H OpCo East Bay Manor, LLC Delaware
SH OpCo Escondido Hills, LLC Delaware
SH OpCo Fair Oaks, LLC Delaware
S-H OpCo First Colony, LLC Delaware
S-H OpCo Galleria, LLC Delaware
S-H OpCo Germantown, LLC Delaware
SH OpCo Good Place, LLC Delaware
S-H OpCo Greenwich Bay Manor, LLC Delaware
S-H OpCo Heritage Palmeras, LLC Delaware
S-H OpCo Herons Run, LLC Delaware
SH OpCo Huntington Beach, LLC Delaware
S-H OpCo Manor at Newport Place, LLC Delaware
SH OpCo Mariner Point, LLC Delaware
SH OpCo Meadow Lakes, LLC Delaware
SH OpCo Montecito, LLC Delaware
SH OpCo Olney, LLC Delaware
S-H OpCo Olympia Fields, LLC Delaware
S-H OpCo Park at Golf Mill, LLC Delaware
S-H OpCo Park at Vernon Hills, LLC Delaware
S-H OpCo Pecan Park, LLC Delaware
S-H OpCo Pinecrest Place, LLC Delaware
S-H OpCo Pointe at Newport Place, LLC Delaware
S-H OpCo Prosperity Oaks, LLC Delaware
SH OpCo Roseville, LLC Delaware
SH OpCo San Jose, LLC Delaware
SH OpCo Santa Clarita, LLC Delaware
S-H OpCo Spring Shadows Place, LLC Delaware
S-H OpCo Terrace Memorial City, LLC Delaware
S-H OpCo Terrace West, LLC Delaware
SH OpCo Tesson Heights, LLC Delaware
SH OpCo The Fairfax, LLC Delaware
SH OpCo The Quadrangle, LLC Delaware


Entity Name Jurisdiction of Organization or Formation
S-H OpCo Twenty-One TRS, LLC Delaware
SH OpCo Valencia, LLC Delaware
SH OpCo Veranda Club, LLC Delaware
S-H OpCo Victoria, LLC Delaware
S-H OpCo Vintage Park AL, LLC Delaware
SH OpCo Vintage Park II, LLC Delaware
S-H OpCo Waterside Retirement Estates, LLC Delaware
SH OpCo Waxahachie, LLC Delaware
S-H OpCo West Bay Manor, LLC Delaware
SH OpCo Whittier, LLC Delaware
S-H OpCo Willowbrook, LLC Delaware
S-H OSL OpCo HoldCo, LLC Delaware
S-H Otay Ranch OpCo Ventures, LLC Delaware
S-H Otay Ranch OpCo, LLC Delaware
S-H Otay Ranch PropCo Ventures, LLC Delaware
SH PropCo Clear Lake, LLC Delaware
SH PropCo First Colony, LLC Delaware
SH PropCo Galleria, LLC Delaware
SH PropCo Germantown, LLC Delaware
SH PropCo Olney II, LLC Delaware
SH PropCo Olney, LLC Delaware
SH PropCo Park at Vernon Hills, LLC Delaware
SH PropCo Pecan Park, LLC Delaware
SH PropCo Terrace Memorial City, LLC Delaware
SH PropCo Terrace West, LLC Delaware
SH PropCo Vintage Park AL, LLC Delaware
S-H Santa Rosa OpCo LLC Delaware
S-H Thirty-Five MOB Properties, LLC Delaware
S-H Thirty-Five OpCo - Altamonte Springs, LLC Delaware
S-H Thirty-Five OpCo - Amber Park, LLC Delaware
S-H Thirty-Five OpCo - Arvada Meridian, LLC Delaware
S-H Thirty-Five OpCo - Bella Vita, LLC Delaware
S-H Thirty-Five OpCo - Boulder Meridian, LLC Delaware
S-H Thirty-Five OpCo - Clearwater, LLC Delaware
S-H Thirty-Five OpCo - Englewood Meridian, LLC Delaware
S-H Thirty-Five OpCo - Gayton Terrace, LLC Delaware
S-H Thirty-Five OpCo - Graham, LLC Delaware
S-H Thirty-Five OpCo - Grand Prairie, LLC Delaware
S-H Thirty-Five OpCo - Lake Orienta, LLC Delaware
S-H Thirty-Five OpCo - Lake Worth, LLC Delaware
S-H Thirty-Five OpCo - Lakewood Meridian, LLC Delaware
S-H Thirty-Five OpCo - Lowry, LLC Delaware
S-H Thirty-Five OpCo - Lutz, LLC Delaware


Entity Name Jurisdiction of Organization or Formation
S-H Thirty-Five OpCo - North Richland Hills, LLC Delaware
S-H Thirty-Five OpCo - Operator, LLC Delaware
S-H Thirty-Five OpCo - Orange City, LLC Delaware
S-H Thirty-Five OpCo - Parkview, LLC Delaware
S-H Thirty-Five OpCo - Pocasset, LLC Delaware
S-H Thirty-Five Opco - Port St. Lucie, LLC Delaware
S-H Thirty-Five OpCo - Round Rock, LLC Delaware
S-H Thirty-Five OpCo - San Antonio, LLC Delaware
S-H Thirty-Five OpCo - San Marcos, LLC Delaware
S-H Thirty-Five OpCo - Sarasota LLC Delaware
S-H Thirty-Five OpCo - Tamarac Acquisition, LLC Delaware
S-H Thirty-Five OpCo - Tamarac, LLC Delaware
S-H Thirty-Five OpCo - Temple Meridian, LLC Delaware
S-H Thirty-Five OpCo - Treemont, LLC Delaware
S-H Thirty-Five OpCo - Vero Beach, LLC Delaware
S-H Thirty-Five OpCo - Waterford, LLC Delaware
S-H Thirty-Five OpCo - Westland Meridian, LLC Delaware
S-H Thirty-Five OpCo - Wichita Falls, LLC Delaware
S-H Thirty-Five OpCo - Willowwood, LLC Delaware
S-H Thirty-Five OpCo Ventures, LLC Delaware
S-H Thirty-Five PropCo - Altamonte Springs, LLC Delaware
S-H Thirty-Five PropCo - Amber Park, LLC Delaware
S-H Thirty-Five PropCo - Arvada Meridian, LLC Delaware
S-H Thirty-Five PropCo - Bella Vita, LLC Delaware
S-H Thirty-Five PropCo - Boulder Meridian, LLC Delaware
S-H Thirty-Five PropCo - Englewood Meridian, LLC Delaware
S-H Thirty-Five PropCo - Gayton Terrace, LLC Delaware
S-H Thirty-Five PropCo - Graham, LLC Washington
S-H Thirty-Five PropCo - Grand Prairie, LLC Washington
S-H Thirty-Five Propco - Ground Tenant, LLC Delaware
S-H Thirty-Five PropCo - Lake Worth, LLC Delaware
S-H Thirty-Five PropCo - Lakewood Meridian, LLC Delaware
S-H Thirty-Five PropCo - Lowry, LLC Delaware
S-H Thirty-Five PropCo - Lutz, LLC Delaware
S-H Thirty-Five PropCo - North Richland Hills 1, LLC Washington
S-H Thirty-Five PropCo - North Richland Hills 2, LLC Washington
S-H Thirty-Five PropCo - Orange City, LLC Florida
S-H Thirty-Five PropCo - Parkview, LLC Delaware
S-H Thirty-Five PropCo - Pocasset, LLC Delaware
S-H Thirty-Five PropCo - Port St. Lucie, LLC Delaware
S-H Thirty-Five PropCo - Round Rock, LLC Washington
S-H Thirty-Five PropCo - San Antonio, LLC Washington
S-H Thirty-Five PropCo - San Marcos, LLC Washington


Entity Name Jurisdiction of Organization or Formation
S-H Thirty-Five PropCo - Sarasota, LLC Florida
S-H Thirty-Five PropCo - Tamarac Acquisition, LLC Delaware
S-H Thirty-Five PropCo - Tamarac, LLC Delaware
S-H Thirty-Five PropCo - Temple Meridian, LLC Delaware
S-H Thirty-Five PropCo - Treemont, LLC Delaware
S-H Thirty-Five PropCo - Trowbridge, LLC Delaware
S-H Thirty-Five PropCo - Vero Beach, LLC Washington
S-H Thirty-Five PropCo - Waterford, LLC Delaware
S-H Thirty-Five PropCo - Westland Meridian, LLC Delaware
S-H Thirty-Five PropCo - Wichita Falls, LLC Washington
S-H Thirty-Five Propco - Willowwood, LLC Delaware
S-H Thirty-Five PropCo - Woodside Village, LLC Delaware
S-H Thirty-Five PropCo - Wyndham Lakes, LLC Delaware
S-H Thirty-Five PropCo Ventures, LLC Delaware
S-H Thirty-Five Properties, LLC Delaware
S-H Twenty-One OpCo Ventures, LLC Delaware
S-H Twenty-One PropCo Ventures, LLC Delaware
S-H Twenty-One Properties, LLC Delaware
S-H Watertown Square OpCo, LLC Delaware
SHAC, LLC Alabama
Shavano Park HCP, LLC Delaware
SHG Dunwoody, LLC North Carolina
Southern Point LLC Delaware
St. Francis MOB, LLC Delaware
STV Carmel MOB, LLC Delaware
STV Fishers MOB, LLC Delaware
Suburban Connector, LLC Kentucky
Suburban Properties LLC Kentucky
Tampa HCP, LLC Delaware
TBCI-LS 100 CDP, LLC Delaware
TCO Burnsville MOB, LLC Delaware
Texarkana Medical Equity Investors LLC Delaware
Texas HCP AL, L.P. Delaware
Texas HCP Holding, L.P. Delaware
Texas HCP Medical Office Buildings, L.P. Delaware
Texas Healthpeak G.P., LLC Delaware
Texas Healthpeak Medical G.P., LLC Delaware
Texas Healthpeak, LLC Delaware
TL MOB, LLC Delaware
Torrey Pines Science Center Limited Partnership Delaware
Township Women's Center MOB, LLC Delaware
TPSC IV LLC Delaware
TPSC IX, LLC Delaware


Entity Name Jurisdiction of Organization or Formation
TPSC VI LLC Delaware
VH Medical Partners LLC Delaware
Victoria HCP, LLC Delaware
Vintage Park II Member, LLC Delaware
Watkins MOB I, LLC Delaware
Watkins MOB II, LLC Delaware
Webster MOB I, LLC Delaware
Webster MOB II, LLC Delaware
Webster MOB III, LLC Delaware
West Hills MOB, LLC Delaware
Westminster HCP, LLC Delaware
Westridge Insurance Company, Inc. Hawaii
Westside MOB, LLC Delaware
WHOT MOB, LLC Delaware
Wichita MOB, LLC Delaware
Zangmeister Center LLC Delaware
Ziegler-Arizona 23, LLC Wisconsin
Ziegler-El Paso 8 Limited Partnership Wisconsin
Ziegler-Illinois 12, LLC Wisconsin
Ziegler-Illinois 18, LLC Wisconsin
Ziegler-Maine 15, LLC Wisconsin
Ziegler-Tennessee 14, LLC Wisconsin
Ziegler-Texas 8, LLC Wisconsin
Ziegler-Wisconsin 16, LLC Wisconsin
Ziegler-Wisconsin 24, LLC Wisconsin


EX-22.1 6 ex22112312024.htm EX-22.1 Document

Exhibit 22.1
List of Issuers of Guaranteed Securities
As of February 4, 2025

Securities Issuer Guarantors
4.000% Senior Notes due 2025,
3.250% Senior Notes due 2026,
1.350% Senior Notes due 2027,
2.125% Senior Notes due 2028,
3.500% Senior Notes due 2029,
3.000% Senior Notes due 2030,
2.875% Senior Notes due 2031,
5.250% Senior Notes due 2032, and
6.750% Senior Notes due 2041		 Healthpeak OP, LLC Healthpeak Properties, Inc.,
DOC DR Holdco, LLC, and
DOC DR, LLC
4.300% Senior Notes due 2027,
3.950% Senior Notes due 2028, and
2.625% Senior Notes due 2031		 DOC DR, LLC Healthpeak Properties, Inc.,
Healthpeak OP, LLC, and
DOC DR Holdco, LLC


EX-23.1 7 ex23112312024.htm EX-23.1 Document
EXHIBIT 23.1



Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the following Registration Statements of our reports dated February 4, 2025, relating to the financial statements of Healthpeak Properties, Inc. and the effectiveness of Healthpeak Properties, Inc.’s internal control over financial reporting appearing in this Annual Report on Form 10-K for the year ended December 31, 2024.
We consent to the incorporation by reference in the following Registration Statements:
•Form S-3ASR, File No. 333-276954 and No. 333-276954-01, related to the unlimited shelf registration of common stock, preferred stock, depositary shares, warrants, debt securities and guarantees of Healthpeak Properties, Inc. and debt securities and guarantees of Healthpeak OP, LLC;
•Form S-8, File No. 333-271514, related to the Healthpeak Properties, Inc. 2023 Performance Incentive Plan; and
•Form S-8 POS, File No. 333-195735, related to securities to be offered to employees under the Healthpeak Properties, Inc. 2014 Performance Incentive Plan, as amended and restated.
/s/ DELOITTE & TOUCHE LLP
Costa Mesa, California
February 4, 2025
EX-31.1 8 ex31112312024.htm EX-31.1 Document

EXHIBIT 31.1
 
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
 
I, Scott M. Brinker, certify that:
 
1. I have reviewed this annual report on Form 10-K of Healthpeak Properties, Inc. for the period ended December 31, 2024;
 
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
 
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
 
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
 
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
4   
Date: February 4, 2025 /s/ SCOTT M. BRINKER
  Scott M. Brinker
  President and Chief Executive Officer
  (Principal Executive Officer)


EX-31.2 9 ex31212312024.htm EX-31.2 Document

EXHIBIT 31.2
 
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
 
I, Peter A. Scott, certify that:
 
1. I have reviewed this annual report on Form 10-K of Healthpeak Properties, Inc. for the period ended December 31, 2024;
 
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
 
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
 
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
 
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
4   
Date: February 4, 2025 /s/ PETER A. SCOTT
  Peter A. Scott
  Chief Financial Officer
  (Principal Financial Officer)


EX-32.1 10 ex32112312024.htm EX-32.1 Document

EXHIBIT 32.1
 
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
 
Pursuant to 18 U.S.C. § 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Healthpeak Properties, Inc., a Maryland corporation (the “Company”), hereby certifies, to his knowledge, that:
 
(i) the accompanying annual report on Form 10-K of the Company for the period ended December 31, 2024 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
 
(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
   
Date: February 4, 2025 /s/ SCOTT M. BRINKER
  Scott M. Brinker
  President and Chief Executive Officer
  (Principal Executive Officer)
 
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the Company specifically incorporates it by reference.
EX-32.2 11 ex32212312024.htm EX-32.2 Document

EXHIBIT 32.2
 
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
 
Pursuant to 18 U.S.C. § 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Healthpeak Properties, Inc., a Maryland corporation (the “Company”), hereby certifies, to his knowledge, that:
 
(i) the accompanying annual report on Form 10-K of the Company for the period ended December 31, 2024 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
 
(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
   
Date: February 4, 2025 /s/ PETER A. SCOTT
  Peter A. Scott
  Chief Financial Officer
  (Principal Financial Officer)
 
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the Company specifically incorporates it by reference.