Healthcare Realty Trust Inc 10-Q for FY2025 Q1
Healthcare Realty Trust Inc (HR)
10-Q
2025-05-01
For: 2025-03-31
View Original
Added on
April 07, 2026
About this 10-Q
Healthcare Realty Trust Inc filed this 10-Q on May 1, 2025, covering the quarter ended March 31, 2025 (FY2025 Q1).
Headline figures
Quarter ended March 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $298.98M
- down 8.5% from $326.81M a year earlier
- Net loss
- $44.87M
- compared with a net loss of $310.84M a year earlier
- Diluted EPS
- -$0.13
- compared with -$0.82 a year earlier
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM 10-Q
(Mark One) | ||||||||
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||||||
| For the quarterly period ended: | ||||||||
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: 001-35568 (Healthcare Realty Trust Incorporated)
(Exact name of Registrant as specified in its charter)
| (State or other jurisdiction of Incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
(Address of principal executive offices)
(615 ) 269-8175
(Registrant's telephone number, including area code)
www.healthcarerealty.com | ||
| (Internet address) | ||
Securities Registered Pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered | ||||||||||||
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Sections 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.
| ☒ | ☐ | 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).
| ☒ | ☐ | 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.
| ☒ | ☐ | 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act).
| Yes | ☒ | No | ||||||||||||
As of April 25, 2025, the Registrant had 351,423,450 shares of Common Stock outstanding.
HEALTHCARE REALTY TRUST INCORPORATED
FORM 10-Q
March 31, 2025
Table of Contents
| PART I - FINANCIAL INFORMATION | ||||||||
| PART II - OTHER INFORMATION | ||||||||
| Item 5 | Other Information | |||||||
| SIGNATURE | ||||||||
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Healthcare Realty Trust Incorporated
Condensed Consolidated Balance Sheets
Amounts in thousands, except per share data
| ASSETS | ||||||||
Unaudited MARCH 31, 2025 | DECEMBER 31, 2024 | |||||||
| Real estate properties | ||||||||
| Land | $ | $ | ||||||
| Buildings and improvements | ||||||||
| Lease intangibles | ||||||||
| Personal property | ||||||||
| Investment in financing receivable, net | ||||||||
| Financing lease right-of-use assets | ||||||||
| Construction in progress | ||||||||
| Land held for development | ||||||||
| Total real estate properties | ||||||||
| Less accumulated depreciation and amortization | ( | ( | ||||||
| Total real estate properties, net | ||||||||
| Cash and cash equivalents | ||||||||
| Assets held for sale, net | ||||||||
| Operating lease right-of-use assets | ||||||||
| Investments in unconsolidated joint ventures | ||||||||
| Other assets, net | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES, REDEEMABLE NON-CONTROLLING INTERESTS, AND STOCKHOLDERS' EQUITY | ||||||||
| Liabilities | ||||||||
| Notes and bonds payable | $ | $ | ||||||
| Accounts payable and accrued liabilities | ||||||||
| Liabilities of assets held for sale | ||||||||
| Operating lease liabilities | ||||||||
| Financing lease liabilities | ||||||||
| Other liabilities | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies | ||||||||
| Redeemable non-controlling interests | ||||||||
| Stockholders' equity | ||||||||
Preferred stock, $ | ||||||||
Class A Common stock, $ | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated other comprehensive loss | ( | ( | ||||||
| Cumulative net income attributable to common stockholders | ||||||||
| Cumulative dividends | ( | ( | ||||||
| Total stockholders' equity | ||||||||
| Non-controlling interest | ||||||||
| Total equity | ||||||||
| Total liabilities, redeemable non-controlling interests, and stockholders' equity | $ | $ | ||||||
The accompanying notes, together with the Notes to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, are an integral part of these financial statements.
1
Healthcare Realty Trust Incorporated
Condensed Consolidated Statements of Operations
For the Three Months Ended March 31, 2025 and 2024
Amounts in thousands, except per share data
Unaudited
| THREE MONTHS ENDED March 31, | ||||||||||||||
| 2025 | 2024 | |||||||||||||
| Revenues | ||||||||||||||
| Rental income | $ | $ | ||||||||||||
| Interest income | ||||||||||||||
| Expenses | ||||||||||||||
| Property operating | ||||||||||||||
| General and administrative | ||||||||||||||
| Transaction costs | ||||||||||||||
| Depreciation and amortization | ||||||||||||||
| Other income (expense) | ||||||||||||||
| Gain on sales of real estate properties and other assets | ||||||||||||||
| Interest expense | ( | ( | ||||||||||||
| Impairment of real estate properties and credit loss reserves | ( | ( | ||||||||||||
| Impairment of goodwill | ( | |||||||||||||
| Equity income (loss) from unconsolidated joint ventures | ( | |||||||||||||
| Interest and other (expense) income, net | ||||||||||||||
| ( | ( | |||||||||||||
| Net loss | $ | ( | $ | ( | ||||||||||
| Net loss attributable to non-controlling interests | ||||||||||||||
| Net loss attributable to common stockholders | $ | ( | $ | ( | ||||||||||
| Basic earnings per common share | $ | ( | $ | ( | ||||||||||
| Diluted earnings per common share | $ | ( | $ | ( | ||||||||||
| Weighted average common shares outstanding - basic | ||||||||||||||
| Weighted average common shares outstanding - diluted | ||||||||||||||
The accompanying notes, together with the Notes to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, are an integral part of these financial statements.
2
Healthcare Realty Trust Incorporated
Condensed Consolidated Statements of Comprehensive Loss
For the Three Months Ended March 31, 2025 and 2024
Amounts in thousands
Unaudited
| THREE MONTHS ENDED March 31, | ||||||||||||||
| 2025 | 2024 | |||||||||||||
| Net loss | $ | ( | $ | ( | ||||||||||
| Other comprehensive income (loss) | ||||||||||||||
| Interest rate derivatives | ||||||||||||||
| Reclassification adjustments for gains included in interest expense | ( | ( | ||||||||||||
| (Losses) gains arising during the period on interest rate swaps | ( | |||||||||||||
| ( | ||||||||||||||
| Comprehensive loss | ( | ( | ||||||||||||
| Less: comprehensive loss attributable to non-controlling interests | ||||||||||||||
| Comprehensive loss attributable to common stockholders | $ | ( | $ | ( | ||||||||||
The accompanying notes, together with the Notes to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, are an integral part of these financial statements.
3
Healthcare Realty Trust Incorporated
Condensed Consolidated Statements of Equity and Redeemable Non-Controlling Interests
For the Three Months Ended March 31, 2025 and 2024
Amounts in thousands, except per share data
Unaudited
| Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Cumulative Net Income | Cumulative Dividends | Total Stockholders’ Equity | Non-controlling Interests | Total Equity | Redeemable Non-controlling Interests | |||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | ( | $ | $ | ( | $ | $ | $ | $ | ||||||||||||||||||
| Common stock redemptions | — | ( | — | — | — | ( | — | ( | — | ||||||||||||||||||||
| Share-based compensation | — | — | — | — | — | ||||||||||||||||||||||||
| Redemption of non-controlling interest | — | — | — | — | — | — | ( | ( | — | ||||||||||||||||||||
| Net loss | — | — | — | ( | — | ( | ( | ( | |||||||||||||||||||||
| Reclassification adjustments for gains included in net income (interest expense) | — | — | ( | — | — | ( | ( | ( | — | ||||||||||||||||||||
| Losses arising during the period on interest rate swaps | — | — | ( | — | — | ( | ( | ( | — | ||||||||||||||||||||
| Adjustments to redemption value of redeemable non-controlling interests | — | — | — | — | — | ( | |||||||||||||||||||||||
Dividends to common stockholders and distributions to non-controlling interest holders ($ | — | — | — | — | ( | ( | ( | ( | — | ||||||||||||||||||||
| Balance at March 31, 2025 | $ | $ | $ | ( | $ | $ | ( | $ | $ | $ | $ | ||||||||||||||||||
| Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Cumulative Net Income | Cumulative Dividends | Total Stockholders’ Equity | Non-controlling Interests | Total Equity | Redeemable Non-controlling Interests | |||||||||||||||||||||
| Balance at December 31, 2023 | $ | $ | $ | ( | $ | $ | ( | $ | $ | $ | $ | ||||||||||||||||||
| Issuance of common stock, net of issuance costs | — | — | — | — | — | — | |||||||||||||||||||||||
| Common stock redemptions | — | ( | — | — | — | ( | — | ( | — | ||||||||||||||||||||
| Conversion of OP Units to common stock | — | — | — | ( | — | — | |||||||||||||||||||||||
| Share-based compensation | — | — | — | — | — | ||||||||||||||||||||||||
| Net loss | — | — | — | ( | — | ( | ( | ( | — | ||||||||||||||||||||
| Reclassification adjustments for gains included in net income (interest expense) | — | — | ( | — | — | ( | ( | ( | — | ||||||||||||||||||||
| Gains arising during the period on interest rate swaps | — | — | — | — | — | ||||||||||||||||||||||||
| Contributions from redeemable non-controlling interests | — | — | — | — | — | — | — | — | |||||||||||||||||||||
| Adjustments to redemption value of redeemable non-controlling interests | — | — | — | — | — | — | — | — | ( | ||||||||||||||||||||
Dividends to common stockholders and distributions to non-controlling interest holders ($ | — | — | — | — | ( | ( | ( | ( | — | ||||||||||||||||||||
| Balance at March 31, 2024 | $ | $ | $ | $ | $ | ( | $ | $ | $ | $ | |||||||||||||||||||
The accompanying notes, together with the Notes to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, are an integral part of these financial statements.
4
Healthcare Realty Trust Incorporated
Condensed Consolidated Statements of Cash Flows
For the Three Months Ended March 31, 2025 and 2024
Amounts in thousands
Unaudited
| OPERATING ACTIVITIES | ||||||||
| THREE MONTHS ENDED March 31, | ||||||||
| 2025 | 2024 | |||||||
| Net loss | $ | ( | $ | ( | ||||
| Adjustments to reconcile net loss to net cash provided by operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Other amortization | ||||||||
| Share-based compensation | ||||||||
| Amortization of straight-line rent receivable (lessor) | ( | ( | ||||||
| Amortization of straight-line rent on operating leases (lessee) | ||||||||
| Gain on sales of real estate properties and other assets | ( | ( | ||||||
| Impairment of real estate properties and credit loss reserves | ||||||||
| Impairment of goodwill | ||||||||
| Equity (income) loss from unconsolidated joint ventures | ( | |||||||
| Distributions from unconsolidated joint ventures | ||||||||
| Non-cash interest from financing and notes receivable | ( | ( | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Other assets, including right-of-use-assets | ( | ( | ||||||
| Accounts payable and accrued liabilities | ( | ( | ||||||
| Other liabilities | ||||||||
| Net cash provided by operating activities | ||||||||
| INVESTING ACTIVITIES | ||||||||
| Development of real estate | ( | ( | ||||||
| Additional long-lived assets | ( | ( | ||||||
| Funding of mortgages and notes receivable | ( | |||||||
| Investments in unconsolidated joint ventures | ( | |||||||
| Investment in financing receivable | ( | |||||||
| Contributions from redeemable non-controlling interests | ||||||||
| Proceeds from sales of real estate properties and additional long-lived assets | ||||||||
| Proceeds from notes receivable repayments | ||||||||
| Net cash used in investing activities | ( | ( | ||||||
| FINANCING ACTIVITIES | ||||||||
| Net borrowings on unsecured credit facility | ||||||||
| Repayment on term loans | ( | |||||||
| Repayments of notes and bonds payable | ( | ( | ||||||
| Dividends paid | ( | ( | ||||||
| Net proceeds from issuance of common stock | ||||||||
| Common stock redemptions | ( | ( | ||||||
| Distributions to non-controlling interest holders | ( | ( | ||||||
| Redemption of non-controlling interest | ( | |||||||
| Payments made on finance leases | ( | ( | ||||||
| Net cash used in financing activities | ( | ( | ||||||
| (Decrease) increase in cash and cash equivalents | ( | |||||||
| Cash and cash equivalents at beginning of period | ||||||||
| Cash and cash equivalents at end of period | $ | $ | ||||||
| Supplemental Cash Flow Information | ||||||||
| Interest paid | $ | $ | ||||||
| Mortgage notes receivable taken in connection with sale of real estate | $ | $ | ||||||
| Invoices accrued for construction, tenant improvements and other capitalized costs | $ | $ | ||||||
| Capitalized interest | $ | $ | ||||||
The accompanying notes, together with the Notes to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, are an integral part of these financial statements.
5
Table of Contents
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Summary of Significant Accounting Policies
Business Overview
Healthcare Realty Trust Incorporated (the "Company") is a real estate investment trust ("REIT") that owns, leases, manages, acquires, finances, develops and redevelops income-producing real estate properties associated primarily with the delivery of outpatient healthcare services throughout the United States. As of March 31, 2025, the Company had gross investments of approximately $11.8 billion in 587 consolidated real estate properties, construction in progress, redevelopments, financing receivables, financing lease right-of-use assets, land held for development and corporate property, excluding held for sale assets. In addition, as of March 31, 2025, the Company had a weighted average ownership interest of approximately 30 % in 63 real estate properties held in unconsolidated joint ventures. See Note 2 below for more details regarding the Company's unconsolidated joint ventures. The Company's consolidated real estate properties are located in 33 states and total approximately 34.3 million square feet. The Company provided leasing and property management services to 92 % of its portfolio nationwide as of March 31, 2025.
The Company is structured as an umbrella partnership REIT under which substantially all of its business is conducted through the operating partnership, Healthcare Realty Holdings, L.P. (the “OP”), the day-to-day management of which is exclusively controlled by the Company. As of March 31, 2025, the Company owned 98.7 % of the issued and outstanding units of the OP (“OP Units”), with other investors owning the remaining 1.3 % of the OP's issued and outstanding units.
Basis of Presentation
The Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP") for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. They do not include all of the information and footnotes required by GAAP for complete financial statements. All material intercompany transactions and balances have been eliminated in consolidation.
This interim financial information should be read in conjunction with the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. Management believes that all adjustments of a normal, recurring nature considered necessary for a fair presentation have been included. In addition, the interim financial information does not necessarily represent or indicate what the operating results will be for the year ending December 31, 2025 for many reasons including, but not limited to, acquisitions, dispositions, capital financing transactions, changes in interest rates and the effects of other trends, risks and uncertainties.
Principles of Consolidation
The Company’s Condensed Consolidated Financial Statements include the accounts of the Company, its wholly owned subsidiaries, and joint ventures and partnerships where the Company controls the operating activities. GAAP requires us to identify entities for which control is achieved through means other than voting rights and to determine which business enterprise is the primary beneficiary of variable interest entities (“VIEs”). Accounting Standards Codification (“ASC”) Topic 810, Consolidation broadly defines a VIE as an entity in which either (i) the equity investors as a group, if any, lack the power through voting or similar rights to direct the activities of such entity that most significantly impact such entity’s economic performance or (ii) the equity investment at risk is insufficient to finance that entity’s activities without additional subordinated financial support. The Company identifies the primary beneficiary of a VIE as the enterprise that has both of the following characteristics: (i) the power to direct the activities of the VIE that most significantly impact the entity’s economic performance and (ii) the obligation to absorb losses or receive benefits of the VIE that could potentially be significant to the entity. The Company consolidates its investment in a VIE when it determines that it is the VIE’s primary beneficiary, with any minority interests reflected as non-controlling interests or redeemable non-controlling interests in the accompanying Condensed Consolidated Financial Statements.
The Company may change its original assessment of a VIE upon subsequent events, such as the modification of contractual arrangements that affect the characteristics or adequacy of the entity’s equity investments at risk, the disposition of all or a portion of an interest held by the primary beneficiary, or changes in facts and circumstances
6
Table of Contents
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, cont.
that impact the power to direct activities of the VIE that most significantly impacts economic performance. The Company performs this analysis on an ongoing basis.
For property holding entities not determined to be VIEs, the Company consolidates such entities in which it owns 100 % of the equity or has a controlling financial interest evidenced by ownership of a majority voting interest. All intercompany balances and transactions are eliminated in consolidation. For an entity in which the Company owns less than 100 % of the equity interest, the Company consolidates the entity if it has the direct or indirect ability to control the entity's activities based upon the terms of the entity's ownership agreements.
As of March 31, 2025, the Company had three consolidated VIEs, in addition to the OP, consisting of joint venture investments in which the Company is the primary beneficiary of the VIE based on the combination of operational control and the rights to receive residual returns or the obligation to absorb losses arising from the joint ventures. Accordingly, such joint ventures have been consolidated, and the table below summarizes the balance sheets of consolidated VIEs, excluding the OP, in the aggregate as of March 31, 2025 and December 31, 2024:
| (dollars in thousands) | March 31, 2025 | December 31, 2024 | ||||||
| Assets: | ||||||||
Total real estate investments, net | $ | $ | ||||||
| Cash and cash equivalents | ||||||||
Other assets, net | ||||||||
Total assets | $ | $ | ||||||
Liabilities: | ||||||||
Notes and bonds payable | $ | $ | ||||||
| Accounts payable and accrued liabilities | ||||||||
| Other liabilities | ||||||||
Total liabilities | $ | $ | ||||||
As of March 31, 2025, the Company had four unconsolidated VIEs consisting of three notes receivable and one joint venture. The Company does not have the power or economic interests to direct the activities of these VIEs on a stand-alone basis, and therefore it was determined that the Company was not the primary beneficiary. As a result, the Company accounts for the three notes receivable as amortized cost and a joint venture arrangement under the equity method.
See below for additional information regarding the Company's unconsolidated VIEs.
| (dollars in thousands) ORIGINATION DATE | LOCATION | SOURCE | CARRYING AMOUNT | MAXIMUM EXPOSURE TO LOSS | ||||||||||
| 2021 | Charlotte, NC | Note receivable | ||||||||||||
| 2022 | Texas 1 | Equity method | ||||||||||||
| 2024 | Texas 2 | Note receivable | ||||||||||||
| 2024 | Texas 2 | Note receivable | ||||||||||||
1Includes investments in seven properties.
2The Company provided seller financing and entered into a mortgage loan and a mezzanine loan in connection with a property disposition.
7
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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, cont.
Use of Estimates in the Condensed Consolidated Financial Statements
Segment Reporting
Redeemable Non-Controlling Interests
Asset Impairment
As of March 31, 2025, two real estate properties totaling $0.9 million were measured at fair value using level 3 fair value hierarchy. The level 3 fair value techniques included brokerage estimates, letters of intent, and unexecuted purchase and sale agreements, and less estimated closing costs.
Investments in Leases - Financing Receivables, Net
In accordance with ASC Topic 842: Leases, for transactions in which the Company enters into a contract to acquire an asset and leases it back to the seller (i.e., a sale leaseback transaction), control of the asset is not considered to have transferred when the seller-lessee has a purchase option. As a result, the Company does not recognize the underlying
8
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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, cont.
| (dollars in thousands) | CARRYING VALUE AS OF | |||||||||||||
| ORIGINATION DATE | LOCATION | INTEREST RATE | MARCH 31, 2025 | DECEMBER 31, 2024 | ||||||||||
| May 2021 | Poway, CA | $ | $ | |||||||||||
| November 2021 | Columbus, OH | |||||||||||||
| $ | $ | |||||||||||||
Real Estate Notes Receivable
| (dollars in thousands) | ORIGINATION | MATURITY | STATED INTEREST RATE | MAXIMUM LOAN COMMITMENT | OUTSTANDING as of MARCH 31, 2025 | INTEREST RECEIVABLE (OTHER ASSETS) | ALLOWANCE FOR CREDIT LOSSES | FAIR VALUE DISCOUNT AND FEES | CARRYING VALUE as of MARCH 31, 2025 | ||||||||||||||||||||
| Mezzanine loans | |||||||||||||||||||||||||||||
| Arizona | 12/21/2023 | 12/20/2026 | % | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
Texas | 10/03/2024 | 10/02/2029 | % | ||||||||||||||||||||||||||
Wisconsin 1 | 3/20/2025 | 3/19/2030 | % | ||||||||||||||||||||||||||
| Mortgage loans | |||||||||||||||||||||||||||||
Texas 2 | 6/30/2021 | 12/02/2024 | % | ( | |||||||||||||||||||||||||
North Carolina 3 | 12/22/2021 | 12/22/2024 | % | ||||||||||||||||||||||||||
Florida 4 | 5/17/2022 | 2/27/2026 | % | ( | |||||||||||||||||||||||||
| California | 3/30/2023 | 3/29/2026 | % | ||||||||||||||||||||||||||
| Florida | 12/28/2023 | 12/28/2026 | % | ||||||||||||||||||||||||||
Texas | 10/03/2024 | 10/02/2029 | % | ||||||||||||||||||||||||||
Texas 5 | 3/20/2025 | 3/19/2030 | % | ||||||||||||||||||||||||||
| ( | ( | ||||||||||||||||||||||||||||
| $ | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||
1In March 2025, the Company entered an agreement to finance $8.5 million for a property in Green Bay, WI. As of March 31, 2025, the loan has not been funded.
2In 2024, the Company determined that an allowance for credit loss of $16.8 million was needed on this mortgage loan, which included approximately $16.3 million of principal and approximately $0.5 million of interest. In January 2025, the underlying collateral for this loan was sold and the Company received $14.9 million towards the principal balance of this loan.
3Outstanding principal and interest due upon maturity. As of the date of these financial statements, the outstanding principal and interest on this loan has not been repaid. The Company has evaluated the collectibility of the amount outstanding and has determined that the underlying collateral has a value that exceeds the carrying value of as of March 31, 2025, and is working with the borrower on satisfaction of the mortgage loan.
4In April 2025, this loan was repaid in full.
Allowance for Credit Losses
Pursuant to ASC Topic 326: Financial Instruments - Credit Losses, the Company adopted a policy to evaluate current expected credit losses at the inception of loans qualifying for treatment under ASC Topic 326. The Company utilizes a probability of default method approach for estimating current expected credit losses and evaluates the liquidity and creditworthiness of its borrowers on a quarterly basis to determine whether any updates to the future expected losses recognized upon inception are necessary. The Company’s evaluation considers industry and economic conditions, credit enhancements, liquidity, and other factors. The determination of the credit allowance is based on a quarterly evaluation of all outstanding loans, including general economic conditions and estimated collectability of loan
9
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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, cont.
payments. The Company evaluates the collectability of loan receivables based on a combination of credit quality indicators, including, but not limited to, payment status, historical loan charge-offs, financial strength of the borrower and guarantors, and nature, extent, and value of the underlying collateral. A loan is considered to have deteriorated credit quality when, based on current information and events, it is probable that the Company will be unable to collect all amounts due as scheduled according to the contractual terms of the loan agreement. For those loans identified as having deteriorated credit quality, the amount of credit loss is determined on an individual basis. Placement on non-accrual status may be required. Consistent with this definition, all loans on non-accrual status are deemed to have deteriorated credit quality. To the extent circumstances improve and the risk of collectability is diminished, the loan may return to income accrual status. While a loan is on non-accrual status, any cash receipts are applied against the outstanding principal balance.
The following table summarizes the Company's allowance for credit losses on real estate notes receivable:
| Dollars in thousands | THREE MONTHS ENDED MARCH 31, 2025 | TWELVE MONTHS ENDED DECEMBER 31, 2024 | |||||||||||||||
| Allowance for credit losses, beginning of period | $ | $ | |||||||||||||||
| Credit loss reserves | |||||||||||||||||
| Recoveries | ( | ||||||||||||||||
| Write-off | ( | ||||||||||||||||
| Allowance for credit losses, end of period | $ | $ | |||||||||||||||
Interest Income
Income from Lease Financing Receivables
The Company recognized the related income from two financing receivables totaling $2.0 million and $2.1 million for the three months ended March 31, 2025 and 2024, respectively, based on an imputed interest rate over the terms of the applicable lease. As a result, the interest recognized from the financing receivable in any particular period will not equal the cash payments from the lease agreement in that period.
Acquisition costs incurred in connection with entering into the financing receivable are treated as loan origination fees. These costs are classified with the financing receivable and are included in the balance of the net investment. Amortization of these amounts will be recognized as a reduction to interest income over the life of the lease.
Income from Real Estate Notes Receivable
The Company recognized interest income related to real estate notes receivable of $1.8 million and $2.4 million for the three months ended March 31, 2025 and 2024, respectively. The Company recognizes interest income on an accrual basis unless the Company has determined that collectability of contractual amounts is not reasonably assured, at which point the note is placed on non-accrual status. As of March 31, 2025, the Company has two loans on non-accrual status.
Revenue from Contracts with Customers (ASC Topic 606)
The Company recognizes certain revenue under the core principle of ASC Topic 606. This topic requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Lease revenue is not within the scope of ASC Topic 606. To achieve the core principle, the Company applies the five-step model specified in the guidance.
| THREE MONTHS ENDED March 31, | ||||||||||||||
| in thousands | 2025 | 2024 | ||||||||||||
| Type of Revenue | ||||||||||||||
| Parking income | $ | $ | ||||||||||||
Management fee income/other 1 | ||||||||||||||
| $ | $ | |||||||||||||
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Table of Contents
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, cont.
The Company’s major types of revenue that are accounted for under Topic 606 that are listed above are all accounted for as the performance obligation is satisfied. The performance obligations that are identified for each of these items are satisfied over time, and the Company recognizes revenue monthly based on this principle.
New Accounting Pronouncements
On November 4, 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-03, Disaggregation of Income Statement Expenses, which will require entities to provide more detailed information in the notes to the financial statements related to certain expense captions on the face of the income statement. The ASU aims to increase transparency and provide investors with more detailed information about the nature of expenses reported on the face of the income statement. The new standard does not change the requirements for the presentation of expenses on the face of the income statement.
Note 2. Real Estate Investments
2025 Acquisition Activity
The Company had no real estate acquisition activity for the three months ended March 31, 2025.
Unconsolidated Joint Ventures
The Company's investment in and income (losses) recognized for the three months ended March 31, 2025 and 2024 related to its unconsolidated joint ventures accounted for under the equity method are shown in the table below:
| THREE MONTHS ENDED March 31, | ||||||||||||||
| Dollars in thousands | 2025 | 2024 | ||||||||||||
| Investments in unconsolidated joint ventures, beginning of period | $ | $ | ||||||||||||
| New investment during the period | ||||||||||||||
| Equity income (loss) recognized during the period | ( | |||||||||||||
| Owner distributions | ( | ( | ||||||||||||
| Investments in unconsolidated joint ventures, end of period | $ | $ | ||||||||||||
2025 Real Estate Asset Dispositions
The following table details the Company's dispositions for the three months ended March 31, 2025.
| Dollars in thousands | DATE DISPOSED | SALE PRICE | CLOSING ADJUSTMENTS | COMPANY-FINANCED MORTGAGE NOTES | NET PROCEEDS | NET REAL ESTATE INVESTMENT | OTHER (INCLUDING RECEIVABLES) | GAIN/(IMPAIRMENT) | SQUARE FOOTAGE | ||||||||||||||||||||
| Boston, MA | 2/7/25 | $ | $ | ( | $ | $ | $ | $ | $ | ||||||||||||||||||||
Denver, CO 1 | 2/14/25 | ( | ( | ||||||||||||||||||||||||||
Houston, TX 2 | 3/20/25 | ( | ( | ( | |||||||||||||||||||||||||
| Total dispositions | $ | $ | ( | $ | ( | $ | $ | $ | $ | ( | |||||||||||||||||||
1Includes two medical outpatient properties.
11
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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, cont.
Assets Held for Sale
The Company had two properties classified as assets held for sale as of March 31, 2025, and three properties classified as assets held for sale as of December 31, 2024. The table below reflects the assets and liabilities classified as held for sale as of March 31, 2025 and December 31, 2024:
| Dollars in thousands | March 31, 2025 | December 31, 2024 | ||||||||||||
| Balance Sheet data: | ||||||||||||||
| Land | $ | $ | ||||||||||||
| Building and improvements | ||||||||||||||
| Lease intangibles | ||||||||||||||
| Accumulated depreciation | ( | ( | ||||||||||||
Real estate assets held for sale, net 1 | ||||||||||||||
| Other assets, net | ||||||||||||||
| Assets held for sale, net | $ | $ | ||||||||||||
| Accounts payable and accrued liabilities | $ | $ | ||||||||||||
| Other liabilities | ||||||||||||||
| Liabilities of assets held for sale | $ | $ | ||||||||||||
Note 3. Leases
Lessor Accounting
The Company’s properties generally are leased pursuant to non-cancelable, fixed-term operating leases with expiration dates through 2052. Some leases provide tenants with fixed rent renewal terms while others have market rent renewal terms. Some leases provide the lessee, during the term of the lease, with an option or right of first refusal to purchase the leased property. The Company’s single-tenant net leases generally require the lessee to pay minimum rent and all taxes (including property tax), insurance, maintenance and other operating costs associated with the leased property.
The Company's leases typically have escalators that are either based on a stated percentage or an index such as the Consumer Price Index ("CPI"). In addition, most of the Company's leases include non-lease components, such as reimbursement of operating expenses as additional rent, or include the reimbursement of expected operating expenses as part of the lease payment. The Company adopted an accounting policy to combine lease and non-lease components. Rent escalators based on indices and reimbursements of operating expenses that are not included in the lease rate are considered variable lease payments. Variable payments are recognized in the period earned. Lease income for the Company's operating leases, recognized for the three months ended March 31, 2025 and 2024, was $288.9 million and $318.1 million, respectively.
Future lease payments under the non-cancelable operating leases, excluding any reimbursements and one sales-type lease, as of March 31, 2025, were as follows:
| Dollars in thousands | OPERATING | |||||||
| 2025 | $ | |||||||
| 2026 | ||||||||
| 2027 | ||||||||
| 2028 | ||||||||
| 2029 | ||||||||
| 2030 and thereafter | ||||||||
| $ | ||||||||
12
Table of Contents
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, cont.
Lessee Accounting
The Company has obligations, as the lessee, under operating lease agreements consisting primarily of the Company’s ground leases. As of March 31, 2025, the Company had 215 ground leases associated with properties covering 16.1 million square feet. Some of the Company's ground lease renewal terms are based on fixed rent renewal terms, and others have market rent renewal terms. These ground leases typically have initial terms of 40 to 99 years with expiration dates through 2119. Any rental increases related to the Company’s ground leases are generally stated in the lease or based on CPI. The Company had 73 prepaid ground leases as of March 31, 2025. The amortization of the prepaid rent, included in the operating lease right-of-use asset, represented approximately $0.3
The Company’s future lease payments (primarily for its 142 non-prepaid ground leases) as of March 31, 2025, were as follows:
| Dollars in thousands | OPERATING | FINANCING | ||||||
| 2025 | $ | $ | ||||||
| 2026 | ||||||||
| 2027 | ||||||||
| 2028 | ||||||||
| 2029 | ||||||||
| 2030 and thereafter | ||||||||
| Total undiscounted lease payments | ||||||||
| Discount | ( | ( | ||||||
| Lease liabilities | $ | $ | ||||||
The following table provides details of the Company's total lease expense for the three months ended March 31, 2025 and 2024:
| THREE MONTHS ENDED March 31, | ||||||||||||||
| Dollars in thousands | 2025 | 2024 | ||||||||||||
| Operating lease cost | ||||||||||||||
| Operating lease expense | $ | $ | ||||||||||||
| Variable lease expense | ||||||||||||||
| Finance lease cost | ||||||||||||||
| Amortization of right-of-use assets | ||||||||||||||
| Interest on lease liabilities | ||||||||||||||
| Total lease expense | $ | $ | ||||||||||||
| Other information | ||||||||||||||
| Operating cash flows outflows related to operating leases | $ | $ | ||||||||||||
| Operating cash flows outflows related to financing leases | $ | $ | ||||||||||||
| Financing cash flows outflows related to financing leases | $ | $ | ||||||||||||
| Weighted-average years remaining lease term (excluding renewal options) - operating leases | ||||||||||||||
| Weighted-average years remaining lease term (excluding renewal options) - finance leases | ||||||||||||||
| Weighted-average discount rate - operating leases | % | % | ||||||||||||
| Weighted-average discount rate - finance leases | % | % | ||||||||||||
13
Table of Contents
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, cont.
Note 4. Notes and Bonds Payable
The table below details the Company’s notes and bonds payable as of March 31, 2025 and December 31, 2024.
| MATURITY DATE | BALANCE 1 AS OF | EFFECTIVE INTEREST RATE as of 3/31/2025 | ||||||||||||
| Dollars in thousands | 3/31/2025 | 12/31/2024 | ||||||||||||
$ | 10/25 | $ | $ | % | ||||||||||
$ | 5/25 | % | ||||||||||||
$ | 10/25 | % | ||||||||||||
$ | 6/26 | % | ||||||||||||
$ | 7/27 | % | ||||||||||||
$ | 1/28 | % | ||||||||||||
| Senior Notes due 2025 | 5/25 | % | ||||||||||||
Senior Notes due 2026 | 8/26 | % | ||||||||||||
| Senior Notes due 2027 | 7/27 | % | ||||||||||||
| Senior Notes due 2028 | 1/28 | % | ||||||||||||
| Senior Notes due 2030 | 2/30 | % | ||||||||||||
| Senior Notes due 2030 | 3/30 | % | ||||||||||||
| Senior Notes due 2031 | 3/31 | % | ||||||||||||
| Senior Notes due 2031 | 3/31 | % | ||||||||||||
Mortgage notes payable | 12/25-12/26 | |||||||||||||
| $ | $ | |||||||||||||
1Balance is presented net of discounts and issuance costs and inclusive of premiums, where applicable.
2As of March 31, 2025, the Company had $1.4 billion available to be drawn on its $1.5 billion Unsecured Credit Facility.
3In January 2025, the Company repaid $25 million of the $200 million Unsecured term Loan.
Subsequent Debt Activity
In April 2025, the Company exercised its second of two options to extend the maturity date of the $200 million Unsecured Term Loan due May 2025 to January 2026 for a fee of approximately $0.1 million. The loan also was amended to include a four-month extension option, resulting in a latest final maturity in May 2026.
On May 1, 2025, the Company repaid its Senior Notes due 2025 at maturity including $250 million of principal and $4.8 million of accrued interest.
Note 5. Derivative Financial Instruments
Risk Management Objective of Using Derivatives
The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity, and credit risk, primarily by managing the amount, sources, and duration of its assets and liabilities and the use of derivative financial instruments. Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. The Company’s derivative financial instruments are used to manage differences in the amount, timing, and duration of the Company’s known or expected cash receipts and its known or expected cash payments principally related to the Company’s borrowings.
Cash Flow Hedges of Interest Rate Risk
The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish these objectives, the Company primarily uses interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. Such derivatives were used to hedge the variable cash flows associated with existing variable-rate debt.
14
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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, cont.
For derivatives designated, and that qualify, as cash flow hedges of interest rate risk, the gain or loss on the derivative is recorded in Accumulated Other Comprehensive Income (Loss) ("AOCI") and subsequently reclassified into interest expense in the same period(s) during which the hedged transaction affects earnings. Amounts reported in AOCI related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s variable-rate debt.
As of March 31, 2025, the Company had 15 outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk:
| AMOUNT | WEIGHTED AVERAGE RATE | |||||||
| May 2026 | $ | % | ||||||
| June 2026 | % | |||||||
| December 2026 | % | |||||||
| June 2027 | % | |||||||
| December 2027 | % | |||||||
| $ | % | |||||||
Tabular Disclosure of Fair Values of Derivative Instruments on the Balance Sheet
The table below presents the fair value of the Company's derivative financial instruments and their classification on the Condensed Consolidated Balance Sheet as of March 31, 2025 and December 31, 2024.
| AS OF MARCH 31, 2025 | AS OF DECEMBER 31, 2024 | |||||||||||||
| In thousands | BALANCE SHEET LOCATION | FAIR VALUE | BALANCE SHEET LOCATION | FAIR VALUE | ||||||||||
| Interest rate swaps 2019 | Other Assets | $ | Other Assets | $ | ||||||||||
| Interest rate swaps 2022 | Other Assets | Other Assets | ||||||||||||
| Interest rate swaps 2022 | Other Liabilities | ( | Other Liabilities | ( | ||||||||||
| Interest rate swaps 2023 | Other Assets | Other Assets | ||||||||||||
| Interest rate swaps 2023 | Other Liabilities | ( | Other Liabilities | ( | ||||||||||
| Total derivatives designated as hedging instruments | $ | ( | $ | |||||||||||
Tabular Disclosure of the Effect of Cash Flow Hedge Accounting on Accumulated Other Comprehensive Income (Loss)
The table below presents the effect of cash flow hedge accounting on AOCI during the three months ended March 31, 2025 and 2024 related to the Company's outstanding interest rate swaps.
| (GAIN)/LOSS RECOGNIZED IN AOCI ON DERIVATIVE three months ended March 31, | (GAIN)/LOSS RECLASSIFIED FROM AOCI INTO INCOME three months ended March 31, | ||||||||||||||||
| In thousands | 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Interest rate swaps | $ | $ | ( | Interest expense | $ | ( | $ | ( | |||||||||
| Settled treasury hedges | Interest expense | ||||||||||||||||
| Settled interest rate swaps | Interest expense | ||||||||||||||||
| $ | $ | ( | Total interest expense | $ | ( | $ | ( | ||||||||||
The Company estimates that an additional $0.2 million will be reclassified from accumulated other comprehensive loss as a net decrease to interest expense over the next 12 months.
Credit-risk-related Contingent Features
The Company has agreements with each of its derivative counterparties that contain a provision that provides if the Company either defaults or is capable of being declared in default on any of its indebtedness, then the Company could also be declared in default on its derivative obligations.
As of March 31, 2025, the fair value of derivatives in a net liability position including accrued interest but excluding any adjustment for nonperformance risk related to these agreements was $5.2 million. As of March 31, 2025, the Company had not posted any collateral related to these agreements and was not in breach of any agreement provisions.
15
Note 6. Commitments and Contingencies
Legal Proceedings
From time to time, the Company is involved in litigation arising in the ordinary course of business. The Company is not aware of any pending or threatened litigation that, if resolved against the Company, would have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows.
Note 7. Stockholders' Equity
Common Stock
The following table provides a reconciliation of the beginning and ending shares of common stock outstanding for the three months ended March 31, 2025, and the twelve months ended December 31, 2024:
| THREE MONTHS ENDED MARCH 31, 2025 | TWELVE MONTHS ENDED DECEMBER 31, 2024 | |||||||
| Balance, beginning of period | ||||||||
| Issuance of common stock | ||||||||
| Conversion of OP units to common stock | ||||||||
| Shares Repurchased | ( | |||||||
| Non-vested share-based awards, net of withheld shares and forfeitures | ||||||||
| Balance, end of period | ||||||||
Common Stock Dividends
During the three months ended March 31, 2025, the Company declared and paid common stock dividends totaling $0.31 per share. On May 1, 2025, the Company declared a quarterly common stock dividend in the amount of $0.31 per share payable on May 23, 2025 to stockholders of record on May 12, 2025.
Common Stock Repurchases
On October 29, 2024, the Company's Board of Directors authorized the repurchase of up to $300.0 million of outstanding shares of the Company's common stock, superseding the previous stock repurchase authorization. The stock repurchase authorization expires on October 28, 2025, and the Company may suspend or terminate repurchases at any time without prior notice. As of December 31, 2024, the Company had repurchased 3,679,162 shares for $63.0 million under this authorization. The Company has not repurchased shares in 2025. As of March 31, 2025, the Company had $237.0 million remaining under this authorization.
16
Table of Contents
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, cont.
Earnings Per Common Share
The Company uses the two-class method of computing net earnings per common share. The Company's non-vested share-based awards are considered participating securities pursuant to the two-class method.
The following table sets forth the computation of basic and diluted earnings per common share for the three months ended March 31, 2025 and 2024.
| THREE MONTHS ENDED MARCH 31, | ||||||||||||||
| Dollars in thousands, except per share data | 2025 | 2024 | ||||||||||||
| Weighted average common shares outstanding | ||||||||||||||
| Weighted average common shares outstanding | ||||||||||||||
| Non-vested shares | ( | ( | ||||||||||||
| Weighted average common shares outstanding - basic | ||||||||||||||
| Weighted average common shares outstanding - basic | ||||||||||||||
| Dilutive effect of OP Units | ||||||||||||||
| Weighted average common shares outstanding - diluted | ||||||||||||||
| Net loss | $ | ( | $ | ( | ||||||||||
| Income allocated to participating securities | ( | ( | ||||||||||||
| Loss attributable to non-controlling interest | ||||||||||||||
| Adjustment to loss attributable to non-controlling interest for legally outstanding restricted units | ( | ( | ||||||||||||
| Net loss applicable to common stockholders - basic and diluted | $ | ( | $ | ( | ||||||||||
| Basic earnings per common share - net loss | $ | ( | $ | ( | ||||||||||
| Diluted earnings per common share - net loss | $ | ( | $ | ( | ||||||||||
The effect of OP Units redeemable for 3,665,625 shares of common stock for the three months ended March 31, 2025 were excluded from the calculation of diluted loss per common share because the effect was anti-dilutive due to the loss from continuing operations incurred during those periods.
Stock Incentive Plan
The Company's stock incentive plan (the "Incentive Plan") permits the grant of incentive awards to its employees and directors in any of the following forms: options, stock appreciation rights, restricted stock, restricted or deferred stock units, performance awards, dividend equivalents, or other stock-based awards, including units in the OP.
Equity Incentive Plans
During the three months ended March 31, 2025, the Company made the following equity awards under the Incentive Plan:
•During the first quarter of 2025, the Company granted non-vested stock awards to its named executive officers and other members of senior management with an aggregate grant date fair value of $7.9 million, which consisted of an aggregate of 477,226 non-vested shares of common stock with vesting periods ranging from to eight years .
•On February 11, 2025, the Company granted an aggregate of 275,735 restricted stock units ("RSUs") to members of senior management, subject to a three-year performance period, with an aggregate grant date fair value of $5.4 million.
The RSUs vest based on relative total shareholder return ("TSR") and were valued using independent specialists. The Company utilized a Monte Carlo simulation to calculate the weighted average grant date fair value of $19.47 for the February 2025 grant using the following assumptions:
17
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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, cont.
| Volatility | % | ||||||||||
| Dividend assumption | Accrued | ||||||||||
| Expected term | |||||||||||
| Risk-free rate | % | ||||||||||
| Stock price (per share) | $ | ||||||||||
The Company records amortization expense based on the Monte Carlo simulation throughout the performance period.
•On February 11, 2025, the Company granted an aggregate of 166,976 LTIP Series C units ("LTIP-C units") in the OP to its named executive officers with three-year forward-looking performance targets, a three-year vesting period and an aggregate grant date fair value of $1.6 million.
The LTIP-C units vest based on relative TSR and were valued using independent specialists. The Company utilized a Monte Carlo simulation to calculate the weighted average grant date fair value of $9.88 for the February 2025 grant using the following assumptions:
| Volatility | % | ||||||||||
| Dividend assumption | Accrued | ||||||||||
| Expected term | |||||||||||
| Risk-free rate | % | ||||||||||
| Stock price (per share) | $ | ||||||||||
The Company records amortization expense based on the Monte Carlo simulation throughout the performance period.
The following table represents the summary of non-vested share-based awards under the Incentive Plan for the three months ended March 31, 2025, and 2024:
| THREE MONTHS ENDED MARCH 31, | ||||||||||||||
| 2025 | 2024 | |||||||||||||
| Share-based awards, beginning of period | ||||||||||||||
Granted 1 | ||||||||||||||
| Vested | ( | ( | ||||||||||||
| Change in awards based on performance assessment | ( | |||||||||||||
| Forfeited | ( | |||||||||||||
| Share-based awards, end of period | ||||||||||||||
1LTIP-C units are issued at the maximum number of units of the award and are reflected as such in this table until the performance conditions have been satisfied, and the exact number of awards are determinable.
During the three months ended March 31, 2025 and 2024, the Company withheld 13,063 and 8,228 shares of common stock, respectively, from participants to pay estimated withholding taxes related to shares that vested.
The following table represents expected amortization of the Company's non-vested awards issued as of March 31, 2025:
| Dollars in millions | FUTURE AMORTIZATION of non-vested shares | ||||
| 2025 | $ | ||||
| 2026 | |||||
| 2027 | |||||
| 2028 | |||||
| 2029 and thereafter | |||||
| Total | $ | ||||
Subsequent Activity
18
Table of Contents
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, cont.
On April 15, 2025, the Company granted the following awards to it's CEO:
•Non-vested stock awards with a grant date fair value of $5.7 million, which consisted of 366,242 non-vested shares of common stock with a vesting period of four years .
•Non-vested stock awards with a grant date fair value of $1.2 million, which consisted of 74,522 non-vested shares of common stock with a vesting period of three years .
Note 8. Fair Value of Financial Instruments
The following methods and assumptions were used to estimate the fair value of each class of financial instrument for which it is practical to estimate that value.
•Cash and cash equivalents - The carrying amount approximates fair value (level 1 inputs) due to the short-term maturity of these investments.
•Real estate notes receivable - Real estate notes receivable are recorded in other assets on the Company's Condensed Consolidated Balance Sheets. Fair value is estimated using cash flow analyses, based on current interest rates for similar types of arrangements using level 2 inputs in the hierarchy. However, the fair value of one note receivable was determined utilizing the fair value of the receivable's collateral, which was determined based on an executed purchase and sale agreement of the underlying collateral and therefore was classified as level 1 inputs in the hierarchy.
•Borrowings under the Unsecured Credit Facility and the Term Loans Due 2024 and 2026 - The carrying amount approximates fair value because the borrowings are based on variable market interest rates.
•Senior Notes and Mortgage Notes payable - The fair value of notes and bonds payable is estimated using cash flow analyses, based on the Company’s current interest rates for similar types of borrowing arrangements.
•Interest rate swap agreements - Interest rate swap agreements are recorded in other assets/liabilities on the Company's Condensed Consolidated Balance Sheets at fair value. Fair value is estimated by utilizing pricing models, level 2 inputs, which consider forward yield curves and discount rates. See Note 5 for additional information.
The table below details the fair values and carrying values for notes and bonds payable and real estate notes receivable as of March 31, 2025, and December 31, 2024:
| March 31, 2025 | December 31, 2024 | ||||||||||||||||
| Dollars in millions | CARRYING VALUE | FAIR VALUE | CARRYING VALUE | FAIR VALUE | |||||||||||||
Notes and bonds payable 1, 2 | $ | $ | $ | $ | |||||||||||||
| Real estate notes receivable | $ | $ | $ | $ | |||||||||||||
1Level 2 – model-derived valuations in which significant inputs and significant value drivers are observable in active markets.
2Fair value for senior notes includes accrued interest as of March 31, 2025.
19
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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, cont.
Note 9. Segment Reporting
The Company is a REIT that owns, leases, acquires, invests in joint ventures, manages, finances, develops and redevelops its medical outpatient properties and reports the operating results in the accompanying Condensed Consolidated Financial Statements as one reportable segment. The CODM assesses performance and allocates resources based on consolidated net income (loss) as reported on the Company's Condensed Consolidated Statements of Operations. The Company uses net income (loss) to monitor expected versus actual results to assess the segment's performance. The measure of the Company's reportable segment assets is reported on the Company's Condensed Consolidated Balance Sheets as total assets.
Pursuant to ASU 2023-07, Segment Reporting (Topic 280), public entities are required to disclose more detailed information about significant reportable segment expenses that are regularly provided to the CODM.
The table below details the significant expenses for the three months ended March 31, 2025, and 2024.
| THREE MONTHS ENDED MARCH 31, | |||||||||||
| Dollars in thousands | 2025 | 2024 | |||||||||
| Significant Segment Expenses: | |||||||||||
| Property taxes | $ | $ | |||||||||
| Personnel | |||||||||||
| Utilities | |||||||||||
| Maintenance | |||||||||||
| Totals | $ | $ | |||||||||
The following schedule reconciles net loss to segment expenses.
| THREE MONTHS ENDED MARCH 31, | ||||||||
| Dollars in thousands | 2025 | 2024 | ||||||
| Revenue | $ | $ | ||||||
| Property taxes | ( | ( | ||||||
| Personnel | ( | ( | ||||||
| Utilities | ( | ( | ||||||
| Maintenance | ( | ( | ||||||
Other segment expenses 1 | ( | ( | ||||||
| Transaction costs | ( | ( | ||||||
| Depreciation and amortization | ( | ( | ||||||
| Gain on sales of real estate properties and other assets | ||||||||
| Interest expense | ( | ( | ||||||
| Impairment of real estate properties and credit loss reserves | ( | ( | ||||||
| Impairment of goodwill | ( | |||||||
| Equity income (loss) from unconsolidated joint ventures | ( | |||||||
| Interest and other (expense) income, net | ||||||||
| Net loss | $ | ( | $ | ( | ||||
20
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis should be read together with the Condensed Consolidated Financial Statements and related Notes thereto included in Item 1 of this Quarterly Report on Form 10-Q. Other important factors are identified in our Annual Report on Form 10-K for the year ended December 31, 2024, including factors identified under the headings “Business,” “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations."
Unless stated otherwise or the context otherwise requires, references to the "Company," "we," "us," and "our" are to Healthcare Realty Trust and its consolidated subsidiaries, including the OP.
Disclosure Regarding Forward-Looking Statements
This report and other materials the Company has filed or may file with the SEC, as well as information included in oral statements or other written statements made, or to be made, by senior management of the Company, contain, or will contain, disclosures that are “forward-looking statements.” Forward-looking statements include all statements that do not relate solely to historical or current facts and can be identified by the use of words such as “may,” “will,” “expect,” “believe,” “anticipate,” “target,” “intend,” “plan,” “estimate,” “project,” “continue,” “should,” “could” and other comparable terms. These forward-looking statements are based on the current plans and expectations of management and are subject to a number of risks and uncertainties that could materially affect the Company’s current plans and expectations and future financial condition and results. Such risks and uncertainties as more fully discussed in Item 1A “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024 and in other reports filed by the Company with the SEC from time to time include, among other things, the following:
Risks relating to our business and operations
•The Company's expected results may not be achieved;
•The Company’s revenues depend on the ability of its tenants under its leases to generate sufficient income from their operations to make rental payments to the Company;
•The Company's results of operations have been and will continue to be impacted negatively by the Steward Health and Prospect Medical bankruptcies;
•Owning real estate and indirect interests in real estate is subject to inherent risks;
•The Company may incur impairment charges on its real estate properties or other assets;
•The Company has properties subject to purchase options that expose it to reinvestment risk and reduction in expected investment returns;
•If the Company is unable to promptly re-let its properties, if the rates upon such re-letting are significantly lower than the previous rates or if the Company is required to undertake significant expenditures or make significant leasing concessions to attract new tenants, then the Company’s business, consolidated financial condition and results of operations would be adversely affected;
•Certain of the Company’s properties are special purpose healthcare facilities and may not be easily adaptable to other uses;
•The Company has, and in the future may have more, exposure to fixed rent escalators, which could lag behind inflation and the growth in operating expenses such as real estate taxes, utilities, insurance, and maintenance expense;
•The Company’s real estate investments are illiquid and the Company may not be able to sell properties strategically targeted for disposition;
•The Company is subject to risks associated with the development and redevelopment of properties;
•The Company may make material acquisitions and undertake developments and redevelopments that may involve the expenditure of significant funds and may not perform in accordance with management’s expectations;
•The Company is exposed to risks associated with geographic concentration;
•Many of the Company’s leases are dependent on the viability of associated health systems. Revenue concentrations relating to these leases expose the Company to risks related to the financial condition of the associated health systems;
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•Many of the Company’s properties are held under ground leases. These ground leases contain provisions that may limit the Company’s ability to lease, sell, or finance these properties;
•The Company may experience uninsured or underinsured losses;
•Damage from catastrophic weather and other natural events, whether caused by climate change or otherwise, could result in losses to the Company;
•The Company faces risks associated with security breaches through cyber attacks, cyber intrusions, or otherwise, as well as other significant disruptions of its information technology networks and related systems;
•The Company has structured and may in the future structure acquisitions of property in exchange for limited partnership units of the OP on terms that could limit its liquidity or flexibility;
•Healthcare Realty Trust is a holding company with no direct operations and, as such, it relies on funds received from the OP to pay liabilities, and the interests of its stockholders will be structurally subordinated to all liabilities and obligations of the OP and its subsidiaries
•The Company cannot assure you that it will be able to continue paying dividends at or above the rates previously paid;
•Pandemics, and measures intended to prevent their spread or mitigate their severity could have a material adverse effect on the Company's business, results of operations, cash flows and financial condition; and
•The Company's success depends, in part, on its ability to attract and retain talented employees. The loss of any one of the Company's key personnel or the inability to maintain appropriate staffing could adversely impact the Company's business.
Risks relating to our capital structure and financings
•The Company has incurred significant debt obligations and may incur additional debt and increase leverage in the future;
•Covenants in the Company’s debt instruments limit its operational flexibility, and a breach of these covenants could materially affect the Company’s consolidated financial condition and results of operations;
•If lenders under the Unsecured Credit Facility fail to meet their funding commitments, the Company’s operations and consolidated financial position would be negatively impacted;
•The unavailability of equity and debt capital, volatility in the credit markets, increases in interest rates, or changes in the Company’s debt ratings could have an adverse effect on the Company’s ability to meet its debt payments, make dividend payments to stockholders or engage in acquisition and development activity;
•Increases in interest rates could have a material adverse effect on the Company's cost of capital;
•The Company's swap agreements may not effectively reduce its exposure to changes in interest rates;
•The Company has entered into joint venture agreements that limit its flexibility with respect to jointly owned properties and expects to enter into additional such agreements in the future;
•The U.S. federal income tax treatment of the cash that the Company might receive from cash settlement of a forward equity agreement is unclear and could jeopardize the Company's ability to meet the REIT qualification requirements; and
•In case of our bankruptcy or insolvency, any forward equity agreements will automatically terminate, and the Company would not receive the expected proceeds from any forward sale of shares of its common stock.
Risks relating to government regulations
•The Company's property taxes could increase due to reassessment or property tax rate changes;
•Trends in the healthcare service industry may negatively affect the demand for the Company’s properties, lease revenues and the values of its investments;
•The costs of complying with governmental laws and regulations may adversely affect the Company's results of operations;
•Qualifying as a REIT involves highly technical and complex provisions of the Internal Revenue Code;
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•If the Company fails to remain qualified as a REIT, the Company will be subject to significant adverse consequences, including adversely affecting the value of its common stock;
•The Company’s articles of incorporation, as well as provisions of the MGCL, contain limits and restrictions on transferability of the Company’s common stock which may have adverse effects on the value of the Company’s common stock;
•Complying with the REIT requirements may cause the Company to forego otherwise attractive opportunities;
•The prohibited transactions tax may limit the Company's ability to sell properties;
•New legislation or administrative or judicial action, in each instance potentially with retroactive effect, could make it more difficult or impossible for the Company to qualify as a REIT; and
•New and increased transfer tax rates may reduce the value of the Company’s properties.
The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Stockholders and investors are cautioned not to unduly rely on such forward-looking statements when evaluating the information presented in the Company’s filings and reports, including, without limitation, estimates and projections regarding the performance of development projects the Company is pursuing.
Liquidity and Capital Resources
Sources and Uses of Cash
The Company’s primary sources of cash include rent receipts from its real estate portfolio based on contractual arrangements with its tenants, proceeds from the sales of real estate properties, joint ventures, and proceeds from public or private debt or equity offerings. As of March 31, 2025, the Company had $1.4 billion available to be drawn on its unsecured credit facility ("Unsecured Credit Facility") and available cash.
The Company expects to continue to meet its liquidity needs, including funding additional investments, paying dividends, and funding debt service, through cash flows from operations and liquidity sources, including the Unsecured Credit Facility. Management believes that the Company's liquidity and sources of capital are adequate to satisfy its cash requirements. The Company cannot, however, be certain that these sources of funds will be available at a time and upon terms acceptable to the Company in sufficient amounts to meet its liquidity needs.
Dividends paid by the Company for the three months ended March 31, 2025 were funded from cash flows from operations and the Unsecured Credit Facility, as cash flows from operations were not adequate to fully fund dividends, primarily as a result of the timing of interest payments. The Company expects that cash flows from operations will generate sufficient cash flows during 2025 such that dividends for the full year 2025 can be funded by cash flows from operations or other sources of liquidity described above.
Investing Activities
Cash flows used in investing activities for the three months ended March 31, 2025, were approximately $38.8 million. Below is a summary of the investing activities.
Dispositions
The Company disposed of four properties during the three months ended March 31, 2025 for a total sales price of $28.1 million, generating net proceeds of $16.4 million after seller financing and closing credits. The following table details these dispositions for the three months ended March 31, 2025:
| Dollars in thousands | Date Disposed | Sale Price | Square Footage | ||||||||
| Boston, MA | 2/7/25 | $ | 4,500 | 30,304 | |||||||
Denver, CO 1 | 2/14/25 | 8,600 | 69,715 | ||||||||
Houston, TX 2 | 3/20/25 | 15,000 | 127,933 | ||||||||
| Total | $ | 28,100 | $ | 227,952 | |||||||
1Includes two medical outpatient properties.
2The Company provided seller financing of approximately $5.4 million in connection with this sale.
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Capital Expenditures
During the three months ended March 31, 2025, the Company incurred capital costs totaling $67.9 million for the following:
•$33.4 million toward development and redevelopment of properties;
•$13.2 million toward first generation tenant improvements and planned capital expenditures for acquisitions;
•$14.7 million toward second generation tenant improvements; and
•$6.6 million toward building capital.
Real Estate Notes Receivable
In January 2025, the Company received $14.9 million as payment towards the principal balance of its mortgage loan maturing on December 2, 2024.
In March 2025, the Company executed a mezzanine loan receivable agreement with a maximum loan commitment of $8.5 million. As of March 31, 2025, no amount was funded under this agreement.
In April 2025, a mortgage loan receivable of $37.7 million maturing in February 2026 was repaid in full.
See Note 1 to the Condensed Consolidated Financial Statements accompanying this report for more information about real estate notes receivable and allowance for credit losses.
Financing Activities
Cash flows used in financing activities for the three months ended March 31, 2025 were approximately $52.1 million. See Notes 4 and 7 to the Condensed Consolidated Financial Statements accompanying this report for more information about capital markets and financing activities.
Debt Activity
As of March 31, 2025, the Company had outstanding interest rate derivatives totaling $1.1 billion to hedge the one-month term Secured Overnight Financing Rate ("SOFR"). The following table details the amount and rate of each swap (dollars in thousands):
| EXPIRATION DATE | AMOUNT | WEIGHTED AVERAGE RATE | ||||||
| May 2026 | $ | 275,000 | 3.74 | % | ||||
| June 2026 | 150,000 | 3.83 | % | |||||
| December 2026 | 150,000 | 3.84 | % | |||||
| June 2027 | 200,000 | 4.27 | % | |||||
| December 2027 | 300,000 | 3.93 | % | |||||
| $ | 1,075,000 | 3.92 | % | |||||
Changes in Debt Structure
During the first quarter of 2025, the Company repaid $25.0 million of the $200 million Unsecured Term Loan due May 2025 and $10.0 million of the $300 million Unsecured Term Loan.
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Subsequent Debt Activity
On April 8, 2025, the Company exercised its second of two options to extend the maturity date of the $200 million Unsecured Term Loan due May 2025 to January 2026 for a fee of approximately $0.1 million. The existing $200 million term loan facility was amended to include a four-month extension option, resulting in a latest final maturity in May 2026.
On May 1, 2025, the Company repaid its Senior Notes due 2025 at maturity including $250 million of principal and $4.8 million of accrued interest.
Supplemental Guarantor Information
The OP has issued unsecured notes described in Note 4 to the Company's Condensed Consolidated Financial Statements included in this report. All unsecured notes are fully and unconditionally guaranteed by the Company, and the OP is 98.7% owned by the Company. Effective January 4, 2021, the Securities and Exchange Commission (the “SEC”) adopted amendments to the financial disclosure requirements which permit subsidiary issuers of obligations guaranteed by the parent to omit separate financial statements if the consolidated financial statements of the parent company have been filed, the subsidiary obligor is a consolidated subsidiary of the parent company, the guaranteed security is debt or debt-like, and the security is guaranteed fully and unconditionally by the parent.
Accordingly, as permitted under Rule 13-01(a)(4)(vi) of Regulation S-X, the Company has excluded the summarized financial information for the OP because the assets, liabilities, and results of operations of the OP are not materially different than the corresponding amounts in the Company's consolidated financial statements and management believes such summarized financial information would be repetitive and would not provide incremental value to investors.
Operating Activities
Cash flows provided by operating activities decreased from $76.2 million for the three months ended March 31, 2024 to $47.8 million for the three months ended March 31, 2025. Items impacting cash flows from operations include, but are not limited to, cash generated from property operations, interest payments and the timing of the payment of invoices and other expenses.
The Company may, from time to time, sell properties and redeploy cash from property sales into new investments or to repay indebtedness. The income from the new investments or reduction in interest expense could be less than the income from properties sold which would adversely affect the Company's results of operations and cash flows.
Trends and Matters Impacting Operating Results
Management monitors factors and trends important to the Company and the REIT industry to gauge the potential impact on Company operations. In addition to the matters discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, some of the factors and trends that management believes may impact future operations of the Company are outlined below.
Economic and Market Conditions
Rising interest rates and increased volatility in the capital markets have increased the Company’s cost and availability of debt and equity capital. Limited availability and increases in the cost of capital could adversely impact the Company’s ability to finance operations and acquire and develop properties. To the extent the Company’s tenants experience increased costs or financing difficulties due to the economic and market conditions, they may be unable or unwilling to make payments or perform their obligations when due. Additionally, increased interest rates may also result in less liquid property markets, limiting the Company’s ability to sell existing assets or obtain joint venture capital.
Expiring Leases
The Company expects that approximately 15% of its leases will expire each year in the ordinary course of business. There are 1,072 multi-tenant and single-tenant leases totaling 3.9 million square feet that will expire during the remainder of 2025. Approximately 74.2% of the leases expiring during the remainder of 2025 are for space in buildings located on or adjacent to hospital campuses, are distributed throughout the portfolio, and are not concentrated with any one tenant, health system or market area. The Company typically expects to retain 75% to 90% of tenants upon expiration, and the retention ratio for the first three months of the year was within this range.
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Prospect Medical
On January 11, 2025, Prospect Medical Holdings (“Prospect”) filed petitions for relief under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the Northern District of Texas. Prospect leases approximately 80,912 square feet of space from the Company, accounting for approximately $2.9 million of annual revenue. The Company moved to cash basis accounting for these leases and recorded a reserve of $0.7 million in the fourth quarter of 2024. While it is early in the bankruptcy proceedings and the Company is in discussions with Prospect regarding its leases with the Company, there can be no assurance that the Company will recover unpaid rent from Prospect. Through March 2025, the Company received rent payments of approximately $0.7 million. Additionally, the Company received payment of approximately $0.3 million for April rent.
Operating Expenses
The Company historically has experienced increases in property taxes throughout its portfolio as a result of increasing assessments and tax rates levied across the country. The Company continues its efforts to appeal property tax increases and manage the impact of the increases. In addition, the Company historically has incurred variability in portfolio utilities expenses based on seasonality, with the first and third quarters usually reflecting greater amounts. The effects of these operating expense increases are mitigated in leases that have provisions for operating expense reimbursement. As of March 31, 2025, leases for approximately 91% of the Company's total leased square footage allow for some recovery of operating expenses, with approximately 28% having modified gross lease structures and approximately 63% having net lease structures.
Purchase Options
Information about the Company's unexercised purchase options and the amount and basis for determination of the purchase price is detailed in the table below (dollars in thousands):
| YEAR EXERCISABLE | NUMBER OF PROPERTIES | GROSS REAL ESTATE INVESTMENT AS OF MARCH 31, 2025 1 | ||||||
Current 2 | 9 | $ | 167,466 | |||||
| 2026 | 5 | 142,893 | ||||||
| 2027 | 4 | 114,352 | ||||||
| 2028 | 5 | 136,698 | ||||||
| 2029 | 3 | 82,076 | ||||||
| 2030 | — | — | ||||||
| 2031 | 4 | 106,607 | ||||||
| 2032 | 2 | 24,041 | ||||||
| 2033 | — | — | ||||||
| 2034 | — | — | ||||||
2035 and thereafter 3 | 9 | 326,237 | ||||||
| Total | 41 | $ | 1,100,370 | |||||
1Includes three properties totaling $45.4 million with stated purchase prices or prices based on fixed capitalization rates.
2These purchase options have been exercisable for an average of 17.9 years.
3Includes two medical outpatient properties that are recorded in the line item Investment in financing receivable, net on the Company's Condensed Consolidated Balance Sheets.
Non-GAAP Financial Measures and Key Performance Indicators
Management considers certain non-GAAP financial measures and key performance indicators to be useful supplemental measures of the Company's operating performance. A non-GAAP financial measure is generally defined as one that purports to measure financial performance, financial position or cash flows, but excludes or includes amounts that would not be so adjusted in the most comparable measure determined in accordance with GAAP. Set forth below are descriptions of the non-GAAP financial measures management considers relevant to the Company's business and useful to investors, as well as reconciliations of these measures to the most directly comparable GAAP financial measures.
The non-GAAP financial measures and key performance indicators presented herein are not necessarily identical to those presented by other real estate companies due to the fact that not all real estate companies use the same
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definitions. These measures should not be considered as alternatives to net income, as indicators of the Company's financial performance, or as alternatives to cash flow from operating activities as measures of the Company's liquidity, nor are these measures necessarily indicative of sufficient cash flow to fund all of the Company's needs. Management believes that in order to facilitate a clear understanding of the Company's historical consolidated operating results, these measures should be examined in conjunction with net income and cash flows from operations as presented in the Condensed Consolidated Financial Statements and other financial data included elsewhere in this Quarterly Report on Form 10-Q.
Funds from Operations ("FFO"), Normalized FFO and Funds Available for Distribution ("FAD")
FFO and FFO per share are operating performance measures adopted by the National Association of Real Estate Investment Trusts (“NAREIT”). NAREIT defines FFO as the most commonly accepted and reported measure of a REIT’s operating performance equal to “net income (computed in accordance with GAAP), excluding gains (or losses) from sales of property, plus depreciation and amortization, impairment, and after adjustments for unconsolidated partnerships and joint ventures.”
In addition to FFO, the Company presents Normalized FFO and FAD. Normalized FFO is presented by adding to FFO acquisition-related costs, acceleration of debt issuance costs, debt extinguishment costs and other Company-defined normalizing items to evaluate operating performance. FAD is presented by adding to Normalized FFO non-real estate depreciation and amortization, non-cash financing receivable amortization, loan origination cost amortization, deferred financing fees amortization, stock-based compensation expense and rent reserves, net; and subtracting maintenance capital expenditures, including second generation tenant improvements and leasing commissions paid and straight-line rent income, net of expense. The Company's definition of these terms may not be comparable to that of other real estate companies as they may have different methodologies for computing these amounts. FFO, Normalized FFO and FAD should not be considered as an alternative to net income as an indicator of the Company's financial performance or to cash flow from operating activities as an indicator of the Company's liquidity. FFO, Normalized FFO and FAD should be reviewed in connection with GAAP financial measures.
Management believes FFO, Normalized FFO, FFO per common share, Normalized FFO per share and FAD ("Non-GAAP Measures") provide an understanding of the operating performance of the Company’s properties without giving effect to certain significant non-cash items, primarily depreciation and amortization expense. Historical cost accounting for real estate assets in accordance with GAAP assumes that the value of real estate assets diminishes predictably over time. However, real estate values have historically risen or fallen with market conditions. The Company believes that by excluding the effect of depreciation, amortization, impairments and gains or losses from sales of real estate, all of which are based on historical costs, and which may be of limited relevance in evaluating current performance, Non-GAAP Measures can facilitate comparisons of operating performance between periods. The Company reports Non-GAAP Measures because these measures are observed by management to also be the predominant measures used by the REIT industry and by industry analysts to evaluate REITs. For these reasons, management deems it appropriate to disclose and discuss these Non-GAAP Measures. However, none of these measures represent cash generated from operating activities determined in accordance with GAAP and are not necessarily indicative of cash available to fund cash needs. Further, these measures should not be considered as an alternative to net income as an indicator of the Company’s operating performance or as an alternative to cash flow from operating activities as a measure of liquidity.
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The table below reconciles net income to FFO, Normalized FFO and FAD for the three months ended March 31, 2025, and 2024:
| THREE MONTHS ENDED MARCH 31, | ||||||||||||||
| Amounts in thousands, except per share data | 2025 | 2024 | ||||||||||||
| Net loss attributable to common stockholders | $ | (44,873) | $ | (310,836) | ||||||||||
Net loss attributable to common stockholders per diluted share 1 | $ | (0.13) | $ | (0.82) | ||||||||||
| Gain on sales of real estate properties | (2,904) | (22) | ||||||||||||
| Impairment of real estate properties | 10,145 | 15,937 | ||||||||||||
| Real estate depreciation and amortization | 155,288 | 181,161 | ||||||||||||
| Non-controlling loss from operating partnership units | (599) | (4,278) | ||||||||||||
| Unconsolidated JV depreciation and amortization | 6,717 | 4,568 | ||||||||||||
| FFO adjustments | $ | 168,647 | $ | 197,366 | ||||||||||
FFO adjustments per common share - diluted | $ | 0.48 | $ | 0.51 | ||||||||||
| FFO attributable to common stockholders | $ | 123,774 | $ | (113,470) | ||||||||||
FFO attributable to common stockholders per common share - diluted 2 | $ | 0.35 | $ | (0.30) | ||||||||||
| Transaction costs | 1,011 | 395 | ||||||||||||
| Lease intangible amortization | (228) | 175 | ||||||||||||
| Non-routine legal costs | 77 | — | ||||||||||||
| Restructuring and severance-related charges | 502 | — | ||||||||||||
Credit losses and losses on other assets, net 3 | 1,936 | — | ||||||||||||
| Impairment of goodwill | — | 250,530 | ||||||||||||
| Merger-related fair value of debt instruments | 10,446 | 10,105 | ||||||||||||
Unconsolidated JV normalizing items 4 | 204 | 87 | ||||||||||||
| Normalized FFO adjustments | $ | 13,948 | $ | 261,292 | ||||||||||
Normalized FFO adjustments per common share - diluted | $ | 0.04 | $ | 0.68 | ||||||||||
| Normalized FFO attributable to common stockholders | $ | 137,722 | $ | 147,822 | ||||||||||
| Normalized FFO attributable to common stockholders per common share - diluted | $ | 0.39 | $ | 0.39 | ||||||||||
| Non-real estate depreciation and amortization | 222 | 485 | ||||||||||||
Non-cash interest amortization, net 5 | 1,217 | 1,277 | ||||||||||||
| Rent reserves, net | 94 | (151) | ||||||||||||
| Straight-line rent, net | (6,844) | (7,633) | ||||||||||||
| Stock-based compensation | 3,028 | 3,562 | ||||||||||||
Unconsolidated JV non-cash items 6 | (253) | (122) | ||||||||||||
| Normalized FFO adjusted for non-cash items | $ | 135,186 | $ | 145,240 | ||||||||||
| 2nd generation TI | (14,885) | (20,204) | ||||||||||||
| Leasing commissions paid | (11,394) | (15,215) | ||||||||||||
| Building capital | (6,687) | (5,363) | ||||||||||||
| FAD | $ | 102,220 | $ | 104,458 | ||||||||||
FFO weighted average common shares outstanding - diluted 7 | 353,522 | 383,413 | ||||||||||||
1Potential common shares are not included in diluted earnings per share when a loss exists as the effect would be antidilutive.
2For the three months ended March 31, 2024, basic weighted average common shares outstanding was the denominator used in the per share calculation.
3For the three months ended March 31, 2025, represents a $1.9 million loss on other assets included in "Impairment of real estate properties and credit loss reserves" on the Statement of Operations.
4Includes the Company's proportionate share of lease intangible amortization related to unconsolidated joint ventures.
5Includes the amortization of deferred financing costs, discounts and premiums, and non-cash financing receivable amortization.
6Includes the Company's proportionate share of straight-line rent, net related to unconsolidated joint ventures.
7The Company utilizes the treasury stock method which includes the dilutive effect of nonvested share-based awards outstanding of 317,511 and 254,261, respectively, for the three months ended March 31, 2025 and 2024, and the dilutive impact of 3,665,625 OP units outstanding for the three months ended March 31, 2025.
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Cash Net Operating Income ("NOI") and Same Store Cash NOI
Cash NOI and Same Store Cash NOI are key performance indicators. Management considers these to be supplemental measures that allow investors, analysts and Company management to measure unlevered property-level operating results. The Company defines Cash NOI as rental income plus interest from financing receivables less property operating expenses. Cash NOI excludes non-cash items such as above and below market lease intangibles, straight-line rent, lease inducements, financing receivable amortization, tenant improvement amortization and leasing commission amortization. The Company also excludes cash lease termination fees. Cash NOI is historical and not necessarily indicative of future results.
Same Store Cash NOI compares Cash NOI for stabilized properties. Stabilized properties are properties that have been included in operations for the duration of the year-over-year comparison period presented. Accordingly, stabilized properties exclude properties that were recently acquired or disposed of, properties classified as held for sale or intended for sale, properties undergoing redevelopment, and newly redeveloped or developed properties.
The Company utilizes the redevelopment classification for properties where management has approved a change in strategic direction through the application of additional resources, including an amount of capital expenditures significantly above routine maintenance and capital improvement expenditures.
Any recently acquired property will be included in the same store pool once the Company has owned the property for five full quarters. Newly developed or redeveloped properties will be included in the same store pool five full quarters after substantial completion.
The following table reflects the Company's Same Store Cash NOI for the three months ended March 31, 2025 and 2024:
| NUMBER OF PROPERTIES | GROSS INVESTMENT as of March 31, 2025 | SAME STORE CASH NOI for the three months ended March 31, | ||||||||||||
| Dollars in thousands | 2025 | 2024 | ||||||||||||
| Same store properties | 555 | $ | 10,737,532 | $ | 167,542 | $ | 163,578 | |||||||
| Joint venture same store properties | 30 | 329,955 | $ | 4,400 | $ | 4,517 | ||||||||
The following tables reconcile net loss to Same Store NOI and the same store property metrics to the total owned real estate portfolio for the three months ended March 31, 2025 and 2024:
Reconciliation of Same Store Cash NOI
| SAME STORE RECONCILIATION | ||||||||
| THREE MONTHS ENDED MARCH 31, | ||||||||
| Dollars in thousands | 2025 | 2024 | ||||||
| Net loss | $ | (45,389) | $ | (315,220) | ||||
| Other expense | 63,893 | 327,646 | ||||||
| General and administrative expense | 13,530 | 14,787 | ||||||
| Depreciation and amortization expense | 150,969 | 178,119 | ||||||
Other expenses 1 | 7,564 | 4,727 | ||||||
| Straight-line rent, net | (6,844) | (7,633) | ||||||
| Joint venture properties | 8,282 | 4,958 | ||||||
Other revenue 2 | (9,907) | (7,006) | ||||||
| Cash NOI | 182,098 | 200,378 | ||||||
| Cash NOI not included in same store | (10,156) | (32,283) | ||||||
| Same store cash NOI | 171,942 | 168,095 | ||||||
| Same store joint venture properties | (4,400) | (4,517) | ||||||
| Same store cash NOI (excluding JVs) | $ | 167,542 | $ | 163,578 | ||||
1.Includes transaction costs, rent reserves, above and below market ground lease intangible amortization, leasing commission amortization and ground lease straight-line rent expense.
2.Includes management fee income, interest, above and below market lease intangible amortization, lease inducement amortization, lease terminations and tenant improvement overage amortization.
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Reconciliation of Same Store Properties
| AS OF MARCH 31, 2025 | ||||||||||||||
| Dollars and square feet in thousands | PROPERTY COUNT | GROSS INVESTMENT 1 | SQUARE FEET | OCCUPANCY | ||||||||||
Same store properties | 555 | $ | 10,737,532 | 31,744 | 89.3 | % | ||||||||
| Joint venture same store properties | 30 | 329,955 | 1,673 | 89.1 | % | |||||||||
| Wholly owned and joint venture acquisitions | 30 | 181,677 | 2,193 | 94.3 | % | |||||||||
| Development completions | 3 | 92,949 | 230 | 55.3 | % | |||||||||
| Redevelopments | 30 | 790,099 | 2,423 | 72.2 | % | |||||||||
| Total | 648 | $ | 12,132,212 | 38,263 | 88.3 | % | ||||||||
| Joint venture properties | 65 | 615,819 | 4,254 | 88.0 | % | |||||||||
| Total owned real estate properties | 583 | $ | 11,516,393 | 34,009 | 88.3 | % | ||||||||
1Excludes assets held for sale, construction in progress, land held for development, corporate property and financing lease right-of-use assets unrelated to an imputed lease arrangement as a result of a sale leaseback transaction.
Results of Operations
Three Months Ended March 31, 2025, Compared to Three Months Ended March 31, 2024
The Company’s results of operations for the three months ended March 31, 2025, compared to the same period in 2024 were impacted by developments, dispositions, gains on sale, and capital markets transactions.
Revenues
Rental income decreased $29.2 million, or 9.2%, for the three months ended March 31, 2025, compared to the prior year period. This decrease is primarily comprised of the following:
•Dispositions in 2024 and 2025 resulted in a decrease of $38.7 million.
•Leasing activity resulted in an increase of $7.7 million.
•Developments completed in 2024 resulted in an increase of $1.8 million.
Other operating income increased $2.2 million, or 52.4%, for the three months ended March 31, 2025, compared to the prior year period primarily as a result of income from management fees related to unconsolidated joint ventures.
Expenses
Property operating expenses decreased $6.1 million, or 5.1%, for the three months ended March 31, 2025, compared to the prior year period primarily as a result of the following activity:
•Dispositions in 2024 and 2025 resulted in a decrease of $13.7 million.
•Increases in portfolio operating expenses as follows:
◦Maintenance and repair expense of $2.0 million;
◦Leasing commissions and other administrative and legal expenses of $1.5 million;
◦Property taxes of $1.4 million;
◦Compensation expense of $1.3 million;
◦Utilities expense of $0.7 million; and
◦Janitorial expense of $0.2 million
•Developments completed in 2024 resulted in an increase of $0.5 million.
General and administrative expenses decreased approximately $1.3 million, or 8.5%, for the three months ended March 31, 2025, compared to the prior year period primarily as a result of the following activity:
•Decreases in the following expenses:
◦Travel expenses of $0.5 million;
30
◦Non-cash compensation incentive expense of $0.5 million;
◦Cash incentive compensation expense of $0.3 million; and
◦Other decreases including legal and other administrative costs of $0.5 million.
•Increases related to restructuring and severance-related charges of $0.5 million.
Depreciation and amortization expense decreased $27.2 million, or 15.2%, for the three months ended March 31, 2025, compared to the prior year period primarily as a result of the following activity:
•Various building and tenant improvement expenditures resulted in an increase of $7.4 million.
•Dispositions in 2024 and 2025 resulted in a decrease of $19.9 million.
•Assets that became fully depreciated resulted in a decrease of $15.2 million.
•Developments completed in 2024 resulted in an increase of $0.5 million.
Other Income (Expense)
Gains on sale of real estate properties and other assets
In the first quarter of 2025, the Company recognized gains on sale of real estate properties and other assets of approximately $2.9 million. In the first quarter of 2024, the Company had no real estate dispositions.
Interest expense
Interest expense decreased $6.2 million, or 10.2%, for the three months ended March 31, 2025, compared to the prior year period. The components of interest expense are as follows:
| THREE MONTHS ENDED MARCH 31, | CHANGE | |||||||||||||
| Dollars in thousands | 2025 | 2024 | $ | % | ||||||||||
| Contractual interest | $ | 42,885 | $ | 49,458 | $ | (6,573) | (13.3) | % | ||||||
| Net discount/premium accretion | 10,590 | 10,067 | 523 | 5.2 | % | |||||||||
| Debt issuance costs amortization | 1,129 | 1,207 | (78) | (6.5) | % | |||||||||
| Amortization of interest rate swap settlement | 42 | 42 | — | — | % | |||||||||
| Amortization of treasury hedge settlement | 107 | 107 | — | — | % | |||||||||
| Fair value derivative | — | 177 | (177) | (100.0) | % | |||||||||
| Interest cost capitalization | (857) | (942) | 85 | (9.0) | % | |||||||||
| Interest on lease liabilities | 916 | 938 | (22) | (2.3) | % | |||||||||
| Total interest expense | $ | 54,812 | $ | 61,054 | $ | (6,242) | (10.2) | % | ||||||
Contractual interest expense decreased $6.6 million, or 13.3%, for the three months ended March 31, 2025, compared to the prior year period primarily as a result of the following activity:
•The unsecured term loans accounted for a decrease of approximately $9.2 million due to a decreased aggregate balance.
•The Unsecured Credit Facility accounted for a decrease of approximately $0.4 million as a result of a decreased weighted average balance outstanding.
•Active interest rate derivatives accounted for an increase of $2.8 million, while expired interest rate derivatives accounted for an increase of $0.3 million.
•Mortgage note repayments, net of assumptions, accounted for a decrease of approximately $0.1 million.
Impairment of real estate properties and credit loss reserves
In the first quarter of 2025, the Company recognized impairments totaling $5.4 million on four properties sold and $4.8 million on three properties with changes in the expected holding periods. In addition, the Company recorded a $1.9 million fair value adjustment for an equity investment in other assets. In the first quarter of 2024, the Company recognized impairments totaling $15.9 million on four properties with changes in the expected holding periods, including one property reclassified to held for sale.
31
Equity loss from unconsolidated joint ventures
The Company recognized its proportionate share of income or losses from its unconsolidated joint ventures. Losses are primarily attributable to non-cash depreciation expense. See Note 2 to the Condensed Consolidated Financial Statements accompanying this report for more details regarding the Company's unconsolidated joint ventures.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
The Company is exposed to market risk in the form of changing interest rates on its debt and mortgage notes. Management uses regular monitoring of market conditions and analysis techniques to manage this risk. During the three months ended March 31, 2025, there were no material changes in the quantitative and qualitative disclosures about market risks presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
Item 4. Controls and Procedures
Disclosure Controls and Procedures
The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as of the end of the period covered by this report. Based on this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures were effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by the Company in the reports it files or submits under the Exchange Act.
Changes in Internal Control over Financial Reporting
There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
The Company is, from time to time, involved in litigation arising in the ordinary course of business. The Company is not aware of any pending or threatened litigation that, if resolved against the Company, would have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows.
Item 1A. Risk Factors
In addition to the other information set forth in this report and the risk factor discussed below, an investor should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, which could materially affect the Company’s business, financial condition or future results. The risks, as described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, are not the only risks facing the Company. Additional risks and uncertainties not currently known to management or that management currently deems immaterial also may materially adversely affect the Company’s business, financial condition, operating results or cash flows.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
During the three months ended March 31, 2025, the Company repurchased shares of its common stock as follows:
32
| PERIOD | TOTAL NUMBER OF SHARES PURCHASED (1) | AVERAGE PRICE PAID per share | TOTAL NUMBER OF SHARES purchased as part of publicly announced plans or programs | MAXIMUM NUMBER (or Approximate DOLLAR VALUE) OF SHARES that may yet be purchased under the plans or programs | ||||||||||
| October 2024 Authorization | 236,957,114 | |||||||||||||
January 1 - January 31 | 4,029 | $ | 16.27 | — | 236,957,114 | |||||||||
February 1 - February 28 | 9,034 | 16.56 | — | 236,957,114 | ||||||||||
March 1 - March 31 | — | — | — | 236,957,114 | ||||||||||
| Total | 13,063 | $ | 16.47 | — | $ | 236,957,114 | ||||||||
1Share purchases in January and February 2025 represent shares of Company common stock withheld and cancelled to satisfy employee tax withholding obligations payable upon the vesting of non-vested shares.
Item 5. Other Information
During the three months ended March 31, 2025, no director or officer of the Company adopted terminated
Item 6. Exhibits
| EXHIBIT | DESCRIPTION | |||||||
| Exhibit 3.1 | ||||||||
| Exhibit 3.2 | ||||||||
| Exhibit 3.3 | ||||||||
| Exhibit 3.4 | ||||||||
| Exhibit 10.1 | ||||||||
| Exhibit 10.2 | ||||||||
| Exhibit 101.INS | The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document. | |||||||
| Exhibit 101.SCH | XBRL Taxonomy Extension Schema Document (furnished electronically herewith) | |||||||
| Exhibit 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document (furnished electronically herewith) | |||||||
| Exhibit 101.LAB | XBRL Taxonomy Extension Labels Linkbase Document (furnished electronically herewith) | |||||||
| Exhibit 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document (furnished electronically herewith) | |||||||
| Exhibit 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document (furnished electronically herewith) | |||||||
| Exhibit 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
1 Filed as an exhibit to the Company's (File No. 001-35568) Quarterly Report on Form 10-Q filed with the SEC on August 8, 2023, and hereby incorporated by reference.
33
2 Filed as an exhibit to Legacy HTA's (File No. 001-35568) Current Report on Form 8-K filed with the SEC on April 29, 2020, and hereby incorporated by reference.
3 Filed as an exhibit to the Company's (File No. 001-35568) Current Report on Form 8-K filed with the SEC on July 26, 2022, and hereby incorporated by reference.
34
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| HEALTHCARE REALTY TRUST INCORPORATED | ||||||||
| By: | /s/ AUSTEN B. HELFRICH | |||||||
| Austen B. Helfrich | ||||||||
| Executive Vice President and Chief Financial Officer | ||||||||
| May 1, 2025 | ||||||||
35
Exhibit 10.1
FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED REVOLVING CREDIT AND
TERM LOAN AGREEMENT
THIS FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT (this “Amendment”) dated as of April 4, 2025 by and among HEALTHCARE REALTY HOLDINGS, L.P., a limited partnership formed under the laws of Delaware (the “Borrower”), HEALTHCARE REALTY TRUST INCORPORATED, a corporation formed under the laws of Maryland (“Parent”), each of the Lenders party hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (the “Administrative Agent”).
WHEREAS, the Borrower, Parent, the Lenders, the Administrative Agent and certain other parties have entered into that certain Fourth Amended and Restated Revolving Credit and Term Loan Agreement dated as of July 20, 2022 (as amended and as in effect immediately prior to the effectiveness of this Amendment, the “Credit Agreement”); and
WHEREAS, the Borrower, Parent, the Lenders and the Administrative Agent desire to amend certain provisions of the Credit Agreement on the terms and conditions contained herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the parties hereto agree as follows:
Section 1. Amendment to Credit Agreement. Effective as of the date hereof, the parties hereto agree that the Credit Agreement is hereby amended as follows:
(a) Section 1.01 of the Credit Agreement is hereby amended by inserting the following new defined terms in correct alphabetical order:
“First HR-1 Extension” means as provided in Section 2.15(d).
“First HTA-1 Extension” means as provided in Section 2.15(b).
“First Revolving Extension” means as provided in Section 2.15(a).
“Second HR-1 Extension” means as provided in Section 2.15(d).
“Second HTA-1 Extension” means as provided in Section 2.15(b).
“Second Revolving Extension” means as provided in Section 2.15(a).
“Third Revolving Extension” means as provided in Section 2.15(a).
(b) Section 2.09(f)(i) of the Credit Agreement is hereby amended by deleting such section in its entirety and inserting the following new Section 2.09(f)(i) in lieu thereof:
(i) Revolving Facility. If the Borrower exercises its right to extend the Revolving Termination Date in accordance with Section 2.15(a), the Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender, (i) for the exercise of the First Revolving Extension, a fee
Exhibit 10.1
equal to 0.030% of the amount of such Lender’s Revolving Committed Amount (whether or not utilized), (ii) for the exercise of the Second Revolving Extension, a fee equal to 0.095% of the amount of such Lender’s Revolving Committed Amount (whether or not utilized) and (iii) for the exercise of the Third Revolving Extension, a fee equal to 0.125% of the amount of such Lender’s Revolving Committed Amount (whether or not utilized). Each such applicable fee shall be due and payable in full on the date the Administrative Agent receives a Revolving Extension Request pursuant to such Section.
(c) Section 2.09(f)(ii) of the Credit Agreement is hereby amended by deleting such section in its entirety and inserting the following new Section 2.09(f)(ii) in lieu thereof:
(ii) HTA-1 Term Loan Facility. If the Borrower exercises its right to extend the HTA-1 Term Loan Termination Date in accordance with Section 2.15(b), the Borrower agrees to pay to the Administrative Agent for the account of each HTA-1 Term Loan Lender, (i) for the exercise of the First HTA-1 Extension, a fee equal to 0.030% of the outstanding principal amount of such Lender’s HTA-1 Term Loans and (ii) for the exercise of the Second HTA-1 Extension, a fee equal to 0.095% of the outstanding principal amount of such Lender’s HTA-1 Term Loans. Each such applicable fee shall be due and payable in full on the date the Administrative Agent receives a HTA-1 Term Loan Extension Request pursuant to such Section.
(d) Section 2.09(f)(iv) of the Credit Agreement is hereby amended by deleting such section in its entirety and inserting the following new Section 2.09(f)(iv) in lieu thereof:
(iv) HR-1 Term Loan Facility. If the Borrower exercises its right to extend the HR-1 Termination Date in accordance with Section 2.15(d), the Borrower agrees to pay to the Administrative Agent for the account of each HR-1 Term Loan Lender, (i) for the exercise of the First HR-1 Extension, a fee equal to 0.080% of the amount of such Lender’s HR-1 Term Loans and (ii) for the exercise of the Second HR-1 Extension, a fee equal to 0.045% of the amount of such Lender’s HR-1 Term Loans. Each such applicable fee shall be due and payable in full on the date the Administrative Agent receives a HR-1 Term Loan Extension Request pursuant to such Section.
(e) Section 2.15(a) of the Credit Agreement is hereby amended by deleting such section in its entirety and inserting the following new Section 2.15(a) in lieu thereof:
(a) Extensions of Revolving Termination Date. The Borrower shall have the right, exercisable three times, to extend the current Revolving Termination Date by (i) three (3) months (the “First Revolving Extension”), (ii) nine (9) months (the “Second Revolving Extension”) and (iii) one year (the “Third Revolving Extension”). For the First Revolving Extension, the Borrower may exercise such right only by executing and delivering to the Administrative Agent on or before October 2, 2025, but not more than 90 days prior to the current Revolving Termination Date, a written request for such extension (a “Revolving Extension Request”). For the Second Revolving Extension, the Borrower may exercise such right only by executing and delivering to the Administrative Agent on or before January 2, 2026, but not more than 90 days prior to the then current Revolving Termination Date, a Revolving Extension Request. For the Third Revolving Extension, the Borrower may exercise such right only by executing and delivering to the Administrative Agent on or before October 2, 2026, but not more than 90 days prior to the then current Revolving Termination Date, a Revolving Extension Request. The Administrative Agent shall notify the Revolving Lenders if it receives a Revolving Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, for each Revolving Extension Request, the Revolving Termination Date shall be extended for three (3) months, nine (9) months and twelve (12) months for each of the First Revolving Extension, Second Revolving Extension and Third Revolving Extension, respectively, effective upon receipt by the Administrative Agent of such Revolving Extension Request and payment of the fee
Exhibit 10.1
referred to in the following clause (ii): (i) immediately prior to such extension and immediately after giving effect thereto, (x) no Default or Event of Default shall exist and (y) the representations and warranties made or deemed made by the Borrower and each other Credit Party in the Credit Documents to which any of them is a party, shall be true and correct in all material respects (or in the case of a representation or warranty qualified by materiality, true and correct in all respects) on and as of the date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (or in the case of a representation or warranty qualified by materiality, true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Credit Documents and (ii) the Borrower shall have paid the Fees payable under Section 2.09(f)(i) in respect of each applicable Revolving Extension Request. At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from the chief executive officer or chief financial officer certifying the matters referred to in the immediately preceding clauses (i)(x) and (i)(y).
(f) Section 2.15(b) of the Credit Agreement is hereby amended by deleting such section in its entirety and inserting the following new Section 2.15(b) in lieu thereof:
(b) Extensions of HTA-1 Term Loan Termination Date. The Borrower shall have the right, exercisable two times, to extend the current HTA-1 Term Loan Termination Date by (i) three (3) months (the “First HTA-1 Extension”) and (ii) nine (9) months (the “Second HTA-1 Extension”). For the First HTA-1 Extension, the Borrower may exercise such right only by executing and delivering to the Administrative Agent on or before October 2, 2025, but not more than 90 days prior to the current HTA-1 Term Loan Termination Date, a written request for such extension (an “HTA-1 Term Loan Extension Request”). For the Second HTA-1 Extension, the Borrower may exercise such right only by executing and delivering to the Administrative Agent on or before January 2, 2026, but not more than 90 days prior to the current HTA-1 Term Loan Termination Date, an HTA-1 Term Loan Extension Request. The Administrative Agent shall notify the HTA-1 Term Loan Lenders if it receives a HTA-1 Term Loan Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, for each HTA-1 Term Loan Extension Request, the HTA-1 Term Loan Termination Date shall be extended for three (3) months and nine (9) months for each of the First HTA-1 Extension and Second HTA-1 Extension, respectively, upon receipt by the Administrative Agent of such HTA-1 Term Loan Extension Request and payment of the fee referred to in the following clause (ii): (i) immediately prior to such extension and immediately after giving effect thereto, (x) no Default or Event of Default shall exist and (y) the representations and warranties made or deemed made by the Borrower and each other Credit Party in the Credit Documents to which any of them is a party, shall be true and correct in all material respects (or in the case of a representation or warranty qualified by materiality, true and correct in all respects) on and as of the date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (or in the case of a representation or warranty qualified by materiality, true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Credit Documents and (ii) the Borrower shall have paid the Fees payable under Section 2.09(f)(ii) in respect of each applicable HTA-1 Term Loan Extension Request. At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from the chief executive officer or chief financial officer certifying the matters referred to in the immediately preceding clauses (i)(x) and (i)(y).
(g) Section 2.15(d) of the Credit Agreement is hereby amended by deleting such section in its entirety and inserting the following new Section 2.15(d) in lieu thereof:
Exhibit 10.1
(d) Extensions of HR-1 Term Loan Termination Date. The Borrower shall have the right, exercisable two times, to extend the current HR-1 Term Loan Termination Date by (i) eight (8) months (the “First HR-1 Extension”) and (ii) four (4) months (the “Second HR-1 Extension”). For the First HR-1 Extension, the Borrower may exercise such right only by executing and delivering to the Administrative Agent on or before May 2, 2025, but not more than 90 days prior to the current HR-1 Term Loan Termination Date, a written request for such extension (an “HR-1 Term Loan Extension Request”). For the Second HR-1 Extension, the Borrower may exercise such right only by executing and delivering to the Administrative Agent on or before January 2, 2026, but not more than 90 days prior to the then current HR-1 Term Loan Termination Date, an HR-1 Term Loan Extension Request. The Administrative Agent shall notify the HR-1 Term Loan Lenders if it receives a HR-1 Term Loan Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, for each HR-1 Term Loan Extension Request, the HR-1 Term Loan Termination Date shall be extended for eight (8) months and four (4) months, respectively, effective upon receipt by the Administrative Agent of such HR-1 Term Loan Extension Request and payment of the fee referred to in the following clause (ii): (i) immediately prior to such extension and immediately after giving effect thereto, (x) no Default or Event of Default shall exist and (y) the representations and warranties made or deemed made by the Borrower and each other Credit Party in the Credit Documents to which any of them is a party, shall be true and correct in all material respects (or in the case of a representation or warranty qualified by materiality, true and correct in all respects) on and as of the date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (or in the case of a representation or warranty qualified by materiality, true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Credit Documents and (ii) the Borrower shall have paid the Fees payable under Section 2.09(f)(iv) in respect of each applicable HTA-1 Term Loan Extension Request. At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from the chief executive officer or chief financial officer certifying the matters referred to in the immediately preceding clauses (i)(x) and (i)(y).
Section 2. Conditions Precedent. The effectiveness of this Amendment is subject to receipt by the Administrative Agent of each of the following in form and substance satisfactory to the Administrative Agent:
(a) a counterpart of this Amendment duly executed by the Borrower, Parent, the Administrative Agent and each of the Revolving Lenders, the HR-1 Term Loan Lenders and the HTA-1 Term Loan Lenders;
(b) no Default or Event of Default shall exist or shall occur as a result of this Amendment;
(c) the Administrative Agent shall have received and reviewed, with results satisfactory to the Administrative Agent and its counsel, information regarding litigation, tax, accounting, labor, insurance, pension liabilities (actual or contingent), real estate leases, material contracts, debt agreements, property ownership, environmental matters, contingent liabilities and management of the Borrower and its Subsidiaries;
(d) a certificate of the Borrower, signed on behalf of the Borrower by the Borrower’s chief executive officer or chief financial officer, certifying that, (i) since December 31, 2024, there has not been a material adverse change in the condition (financial or otherwise), operations, business, assets or liabilities of the Consolidated Group taken as a whole or in the facts and information regarding such entities as represented to date, nor has there been a downgrade of the Borrower’s credit rating of two or more notches,
Exhibit 10.1
and (ii) there is no action, suit, investigation or proceeding pending or threatened in any court or before any arbitrator or governmental authority that purports (x) to materially and adversely affect the Borrower or its subsidiaries, or (y) to affect any transaction contemplated by or under the Credit Agreement or the ability of the Borrower and its subsidiaries or any other obligor under the guarantees to perform their respective obligations under the Credit Agreement;
(e) the Borrower and each other Credit Party shall have provided all information requested by the Administrative Agent and each Lender in order to comply with applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act;
(f) evidence that all fees and expenses due and payable to the Administrative Agent, any of the Lenders and any of their respective Affiliates, required to be paid on the effective date of this Amendment, have been paid; and
(g) such other documents, agreements and instruments as the Administrative Agent may reasonably request.
Section 3. Representations. The Borrower represents and warrants to the Administrative Agent and the Lenders that:
(a) Corporate and Governmental Authorization; No Contravention. The execution and delivery by the Borrower of this Amendment and the performance by the Borrower of its obligations hereunder and under the Credit Agreement as amended by this Amendment are within the corporate power of the Borrower, have been duly authorized by all necessary corporate action, require no action by or in respect of, or filing with, any governmental body, agency or official or other Person (except for any such action or filing that has been taken and is in full force and effect) and do not contravene, or constitute a default under, any provision of applicable law or regulation or of the Organization Documents of the Borrower or of any material agreement, judgment, injunction, order, decree or other material instrument binding upon the Borrower or result in the creation or imposition of any Lien on any asset of the Borrower other than Liens created pursuant to the Credit Documents.
(b) Binding Effect. This Amendment and the Credit Agreement as amended by this Amendment constitute valid and binding agreements of the Borrower, enforceable against the Borrower in accordance with their terms.
(c) No Default. No Default or Event of Default has occurred and is continuing as of the date hereof nor will exist immediately after giving effect to this Amendment.
Section 4. Reaffirmation of Representations. The Borrower hereby repeats and reaffirms all representations and warranties made by the Borrower to the Administrative Agent and the Lenders in the Credit Agreement as amended by this Amendment and the other Credit Documents on and as of the date hereof with the same force and effect as if such representations and warranties were set forth in this Amendment in full.
Section 5. Certain References. Each reference to the Credit Agreement in any of the Credit Documents shall be deemed to be a reference to the Credit Agreement as amended by this Amendment. This Amendment is a Credit Document.
Section 6. Costs and Expenses. The Borrower shall reimburse the Administrative Agent for all reasonable out-of-pocket costs and expenses (including Attorney Costs) incurred by the Administrative
Exhibit 10.1
Agent in connection with the preparation, negotiation and execution of this Amendment and the other agreements and documents executed and delivered in connection herewith.
Section 7. Benefits. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.
Section 8. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT TAKING INTO ACCOUNT CONFLICT OF LAW PRINCIPLES THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION).
Section 9. Effect; Ratification. Except as expressly herein amended, the terms and conditions of the Credit Agreement and the other Credit Documents remain in full force and effect. The amendments contained herein shall be deemed to have prospective application only. The Credit Agreement is hereby ratified and confirmed in all respects. Nothing in this Amendment shall limit, impair or constitute a waiver of the rights, powers or remedies available to the Administrative Agent or the Lenders under the Credit Agreement or any other Credit Document.
Section 10. Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original and shall be binding upon all parties, their successors and assigns.
Section 11. Definitions. All capitalized terms not otherwise defined herein are used herein with the respective definitions given them in the Credit Agreement.
[Signatures on Next Page]
Exhibit 10.1
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to Fourth Amended and Restated Revolving Credit and Term Loan Agreement to be executed as of the date first above written.
HEALTHCARE REALTY HOLDINGS, L.P.
By: /s/ Austen B. Helfrich
Name: Austen B. Helfrich
Title: Executive Vice President and Chief Financial Officer
HEALTHCARE REALTY TRUST INCORPORATED
By: /s/ Austen B. Helfrich
Name: Austen B. Helfrich
Title: Executive Vice President and Chief Financial Officer
[Signatures Continued on Next Page]
Exhibit 10.1
[Signature Page to First Amendment to Fourth Amended and Restated Revolving Credit and Term Loan Agreement for Healthcare Realty Holdings, L.P.]
WELLS FARGO BANK, NATIONAL ASSOCIATION, as
Administrative Agent and as a Revolving Lender, HR-1 Term
Loan Lender and HTA-1 Term Loan Lender
By: /s/ Brendan Magrady
Name: Brendan
Title:Vice President
[Signatures Continued on Next Page]
Exhibit 10.1
JPMORGAN CHASE BANK, N.A., AS L/C ISSUER AND A LENDER
By: /s/ Cody A Canafax
Name: Cody A. Canafax
Title: Executive Director
PNC BANK, NATIONAL ASSOCIATION
By: /s/ Andrew T. White
Name: Andrew T. White
Title: Senior Vice President
U.S. BANK NATIONAL ASSOCIATION, AS A LENDER
By: /s/ Germaine R. Korhone
Name: Germaine R. Korhone
Title: Senior Vice President
CAPITAL ONE, NATIONAL ASSOCIATION
By: /s/ Olana Sambo
Name: Olana Sambo
Title: Authorized Signatory
THE BANK OF NOVA SCOTIA
By: /s/ Robb Glass
Name: Robb Glass
Title: Managing Director
Exhibit 10.1
CITIBANK, N.A., AS A LENDER
By: /s/ Christopher Albano
Name: Christopher Albano
Title: Authorized Signatory
BMO BANK, N.A.
By: /s/ Ashley Bake
Name: Ashley Bake
Title: Managing Director
FIFTH THIRD BANK, NATIONAL ASSOCIATION
By: /s/ Michael P. Perillo
Name: Michael P. Perillo
Title: Managing Director
BANK OF AMERICA, N.A.
By: /s/ Darren Merten
Name: Darren Merten
Title: Director
MUFG BANK LTD.
By: /s/ Joice Soendjojo
Name: Joice Soendjojo
Title: Director
MIZUHO BANK, LTD., AS A REVOLVING LENDER AND
HTA-1 TERM LOAN LENDER
By: /s/ Donna DeMagistris
Name: Donna DeMagistris
Title: Managing Director
Exhibit 10.1
REGIONS BANK
By: /s/ Mark Hardison
Name: Mark Hardison
Title: Managing Director
TRUIST BANK, AS A LENDER
By: /s/ Tim Conway
Name: Tim Conway
Title: Vice President
FIRST HORIZON BANK, AS A LENDER
By: /s/ Bill Berrell
Name: Bill Berrell
Title: Senior Vice President
THE HUNTINGTON NATIONAL BANK
By: /s/ Eva S. McQuillen
Name: Eva S. McQuillen
Title: Senior Vice President
BARCLAYS BANK PLC
By: /s/ Craig Malloy
Name: Craig Malloy
Title: Director
CREDIT AGRICOLE CORPORATE AND INVESTMENT
BANK
By: /s/ Michael Ubriaco
Name: Michael Ubriaco
Title: Director
By: /s/ Jill Wong
Name: Jill Wong
Title: Director
Exhibit 10.1
ASSOCIATE BANK, NATIONAL ASSOCIATION
By: /s/ Mitchell Vega
Name: Mitchell Vega
Title: Senior Vice President
HANCOCK WHITNEY BANK
By: /s/ MocTavius Demonbreum
Name: MocTavius Demonbreum
Title: Senior Vice President
PINNACLE BANK, AS LENDER
By: /s/ Todd Carter
Name: Todd Carter
Title: Senior Vice President
THE BANK OF EAST ASIA, LIMITED NEW YORK
BRANCH
By: /s/ Joanna Yu
Name: Joanna Yu
Title: Vice President
By: /s/ Francis Wong
Name: Francis Wong
Title: General Manager
FIRST NATIONAL BANK
By: /s/ John Wilgus
Name: John Wilgus
Title: Senior Vice President
Exhibit 10.1
AMERICAN SAVINGS BANK F.S.B.
By: /s/ Michael Militar
Name: Michael Militar
Title: Vice President
RENASANT BANK, AS A LENDER
By: /s/ Nathan Keller
Name: Nathan Keller
Title: Senior Managing Director
Exhibit 10.2
Healthcare Realty Trust Incorporated
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is dated as of April 1, 2025 and is effective as of April 15, 2025 (“Effective Date”) by and between HEALTHCARE REALTY TRUST INCORPORATED, a Maryland corporation (“Corporation”), and Peter A. Scott (“Officer”).
RECITALS
WHEREAS, the Corporation desires to employ Officer and Officer desires to be employed by the Corporation; and
WHEREAS, the parties desire for this Agreement to set forth the terms and conditions of such employment;
NOW, THEREFORE, in consideration of the foregoing premises, and other good and valuable consideration, the receipt and sufficiency of which are hereby affirmed, the parties hereto agree to the following, effective as of the Effective Date:
1. Duties. During the term of this Agreement, Officer agrees to be employed by and to serve Corporation as its President and Chief Executive Officer and Corporation agrees to employ and retain Officer in such capacity. Officer shall have such duties and responsibilities as may be reasonably prescribed by the Corporation’s Board of Directors (the “Board”), consistent with his position as its President and Chief Officer of the Corporation. Officer shall devote such of his business time, energy, and skill to the affairs of Corporation as shall be necessary to perform his duties under this Agreement. Officer shall report to the Board and at all times during the term of this Agreement shall have powers and duties commensurate with his position as President and Chief Executive Officer. Officer’s principal place of business with respect to his services to Corporation shall be the Corporation’s headquarters in Nashville, Tennessee. In addition, the Corporation shall appoint Officer to the Board as soon as reasonably practicable following the date of the Corporation’s 2025 annual shareholder meeting and, thereafter, during the term of this Agreement the Corporation shall cause Officer to be nominated to stand for election (or, as applicable, re-election) to the Board at any meeting of the Corporation’s stockholders during which any such election is held; provided, however, that the Corporation shall not be obligated to cause such nomination if (i) any of the events constituting Cause have occurred or (ii) Officer has issued to the Corporation notice of his intent to terminate his employment with the Corporation.
2. Term of Employment.
2.1 Definitions. For purposes of this Agreement the following terms shall have the following meanings:
(a) “Bonus Compensation” shall mean any cash bonus and any non-equity incentive plan compensation, whether pursuant to the Incentive Plans or awarded through the discretion of the Corporation.
Exhibit 10.2
(b) “Change in Control” shall have the meaning set forth in the Corporation’s Amended and Restated 2006 Incentive Plan, as in effect on the Effective Date.
(c) “Constructive Termination” shall mean (i) any material breach of this Agreement by the Corporation, (ii) any substantial reduction in the authority or responsibility of Officer or other substantial reduction in the terms and conditions of Officer’s employment under circumstances which would not justify a Termination For Cause and which are not the result of a breach by Officer of this Agreement, (iii) any act(s) by the Corporation which are designed to or have the effect of rendering Officer’s working conditions so intolerable or demeaning on a recurring basis that a reasonable person would resign such employment, (iv) the Corporation’s relocation of Officer to a location that is more than 35 miles from the location of the Corporation’s headquarters on the date this Agreement is executed or (v) any reduction in Officer’s Base Salary or Target Bonus (as each such term is defined below) without Officer’s prior written consent. Notwithstanding the foregoing, Officer will not be deemed to have resigned due to a Constructive Termination unless (1) Officer provides the Corporation with written notice setting forth in reasonable detail the facts and circumstances claimed by Officer to constitute a Constructive Termination within 45 days after the date of the occurrence of any event that Officer knows or should reasonably have known to constitute a Constructive Termination, (2) the Corporation fails to cure such acts or omissions within 30 days following its receipt of such notice, and (3) the effective date of Officer’s termination due to a Constructive Termination occurs no later than 30 days after the expiration of the Corporation’s cure period.
(d) “Continuing Directors” shall mean, as of any date of determination, any member of the Board who (i) was a member of the Board on the Effective Date, (ii) has been a member of the Board for the two years immediately preceding such date of determination, or (iii) was nominated for election or elected to the Board with the affirmative vote of the greater of (x) a majority of Continuing Directors who were members of the Board at the time of such nomination or election or (y) at least four Continuing Directors.
(e) “Incentive Plans” shall mean the Corporation’s Amended and Restated 2006 Incentive Plan, and any successor plans, or other equity-based plan or arrangement adopted by the Corporation from time to time.
(f) “Termination For Cause” shall mean termination by the Corporation of Officer’s employment by reason of Officer’s (i) dishonesty that results in material harm to the Corporation, (ii) fraud upon the Corporation, (iii) deliberate injury or attempted injury to the Corporation, in each such case causing material injury to the Corporation, (iv) by reason of Officer’s breach of this Agreement causing material injury to the Corporation, (v) gross negligence or willful misconduct in the performance of Officer’s job duties, in either case, with respect to any material aspect of to the Corporation’s business, (vi) Officer’s conviction of, or plea of guilt or nolo contendere to, a felony (excluding a felony relating to vehicular offenses that do not result in death or serious bodily injury) or any crime involving moral turpitude, (vii) Officer’s use of illegal drugs that materially impairs Officer’s ability to perform his duties hereunder or (viii) Officer’s material violation of the Corporation’s (or its subsidiaries’) Code of Business Conduct and Ethics or other written policy pursuant to which Officer would be subject to immediate dismissal. The Corporation shall have the burden of establishing that any such termination of Officer’s employment by the Corporation is a Termination For Cause.
Exhibit 10.2
(g) “Termination Other Than For Cause” shall mean any termination by the Corporation of Officer’s employment by the Corporation, other than (i) a Termination For Cause or (ii) termination by reason of Officer’s death or disability as described in Sections 2.5 and 2.6. Termination Other Than For Cause shall also mean (including for purposes of Sections 4 and 5) the occurrence of either a (i) resignation of employment by Officer on account of a Constructive Termination or (ii) a notice of non-renewal of the Agreement by the Corporation pursuant to Section 2.2 of the Agreement (when Officer is willing and able, at the time of such notice, to continue performing services on the terms and conditions set forth herein), which shall result in the Officer’s employment terminating on the last day of the then applicable term.
(h) “Termination Upon a Change in Control” shall mean a termination of Officer’s employment with the Corporation on or within 12 months following a “Change in Control” that constitutes a Termination Other Than For Cause described in Section 2.1(g).
(i) “Voluntary Termination” shall mean termination by Officer of Officer’s employment by the Corporation other than (i) a Constructive Termination as described in subsection 2.1(c), (ii) “Termination Upon a Change in Control” as described in Section 2.1(h), or (iii) termination by reason of Officer’s death or disability as described in Sections 2.5 and 2.6.
2.2 Basic Term. The term of this Agreement shall commence on the Effective Date and continue through the third anniversary of the Effective Date (the “Initial End Date”), unless terminated pursuant to this Section 2. On the Initial End Date, and on each annual anniversary thereafter, the first sentence of this Section 2.2 shall be automatically amended to provide that the term of the Agreement shall be renewed for a one-year period commencing on the Initial End Date (or annual anniversary thereof), such that this Agreement shall be deemed to have been renewed each year for a one-year period prior to the expiration of the current term unless either party provides the other party with written notice, in accordance with Section 8.4, of intent not to renew the term of this Agreement at least 60 days prior to the end of the then-current term. Notwithstanding anything to the contrary in the foregoing, Officer’s employment hereunder is terminable at-will by the Corporation or by Officer at any time (for any reason or for no reason), subject to the provisions of Section 4.
2.3 Termination For Cause. Termination For Cause may be effected by Corporation at any time during the term of this Agreement and shall be effected by written notification to Officer. Upon a Termination For Cause, Officer shall be paid all accrued Base Salary adjusted for any elective deferral, Bonus Compensation, if any, to the extent awarded but not yet paid, any benefits under any plans of the Corporation (including any defined contribution or health and welfare benefit plans) in which Officer is a participant to the full extent of Officer’s rights under such plans, accrued vacation pay and any appropriate business expenses incurred by Officer in connection with his duties hereunder, all to the date of termination, but Officer shall not be paid any other compensation or reimbursement of any kind, including without limitation, severance compensation. Amounts payable to Officer pursuant to this Section 2.3 shall be paid on the first payroll date following Officer’s termination of employment, unless a different date is provided under the terms of the applicable plan to which amounts are payable or required under applicable law.
Exhibit 10.2
2.4 Termination Other Than For Cause, Constructive Termination or Nonrenewal of Agreement. Notwithstanding anything else in this Agreement, the Corporation may effect a Termination Other Than For Cause at any time upon giving written notice to Officer of such termination or the Officer may effect a resignation on account of a Constructive Termination upon giving written notice to the Corporation. Upon any Termination Other Than For Cause (including in connection with a nonrenewal of the Agreement by the Corporation as described in Section 2.1(g)), or upon a Constructive Termination, Officer shall be paid all accrued Base Salary adjusted for any elective deferral, Bonus Compensation, if any, to the extent awarded but not yet paid, any benefits under any plans of the Corporation (including any benefits under any defined contribution or health and welfare benefit plans) in which Officer is a participant to the full extent of Officer’s rights under such plans, accrued vacation pay and any appropriate business expenses incurred by Officer in connection with his duties hereunder, all to the date of termination, and all severance compensation provided in Section 4.2, but no other compensation or reimbursement of any kind (other than to the extent set forth in an applicable award agreement evidencing a performance-vesting equity-based award held by Officer). Amounts payable to Officer pursuant to this Section 2.4 (other than the severance as provided in Section 4.2) shall be paid on the first payroll date following Officer’s termination of employment, unless a different date is provided under the terms of the applicable plan to which amounts are payable or required under applicable law.
2.5 Termination by Reason of Disability. If, during the term of this Agreement, Officer, in the reasonable judgment of the Board, has failed to perform his duties under this Agreement on account of illness or physical or mental incapacity, and such illness or incapacity continues for a period of more than 12 consecutive months (a “Disability”), Corporation shall have the right to terminate Officer’s employment hereunder by written notification to Officer and payment to Officer of (a) all accrued Base Salary adjusted for any elective deferral, (b) Bonus Compensation, if any, to the extent awarded but not yet paid, (c) any pro-rated portion of the Bonus Compensation that Officer would have earned for a given period in which the termination occurs (if he had remained employed for the entire period), based on the number of days in such period that had elapsed as of the termination date, payable at the time that the Corporation pays bonuses to its executive officers for such period; provided, however, that such Bonus Compensation shall be payable only if Officer remained employed for at least half of the period for which the Bonus Compensation would have been payable, (d) full vesting of all equity-based awards held by Officer that vest solely on the passage of time, (e) vesting of all outstanding performance-based equity awards held by Officer in accordance with the applicable award agreements, (f) any benefits under any plans of the Corporation (including any defined contribution or health and welfare benefit plans) in which Officer is a participant to the full extent of Officer’s rights under such plans, (g) accrued vacation pay, (h) a lump sum cash payment equivalent to the cost of COBRA coverage, at the time of termination of employment, for medical and dental benefits for Officer and his eligible dependents, for twelve (12) months, and (i) any appropriate business expenses incurred by Officer in connection with his duties hereunder, all to the date of termination, but Officer shall not be paid any other compensation or reimbursement of any kind, including without limitation, severance compensation. Amounts payable to Officer pursuant to subclauses (a), (b) and (f) – (i) of this Section 2.5 shall be paid on the first payroll date following Officer’s termination of employment, unless a different date is provided under the terms of the applicable plan to which amounts are payable or required under applicable law.
Exhibit 10.2
2.6 Death. In the event of Officer’s death during the term of this Agreement, Officer’s employment shall be deemed to have terminated as of the last day of the month during which his death occurs and Corporation shall pay to his estate or such beneficiaries as Officer may from time to time designate (a) all accrued Base Salary adjusted for any elective deferral, (b) Bonus Compensation, if any, to the extent awarded but not yet paid, (c) any pro-rated portion of the Bonus Compensation that Officer would have earned for a given period in which the termination occurs (if he had remained employed for the entire period), based on the number of days in such period that had elapsed as of the termination date, payable at the time that the Corporation pays bonuses to its executive officers for such period; provided, however, that such Bonus Compensation shall be payable only if Officer remained employed for at least half of the period for which the Bonus Compensation would have been payable, (d) full vesting of all equity-based awards held by Officer that vest solely on the passage of time, (e) vesting of all outstanding performance-based equity awards held by Officer in accordance with the applicable award agreements, (f) any benefits under any plans of the Corporation (including any defined contribution or health and welfare benefit plans) in which Officer is a participant to the full extent of Officer’s rights under such plans, (g) accrued vacation pay, (h) a lump sum cash payment equivalent to the cost of COBRA coverage, at the time of termination of employment, for medical and dental benefits for Officer’s eligible dependents, for twelve (12) months, and (i) any appropriate business expenses incurred by Officer in connection with his duties hereunder, all to the date of termination, but Officer’s estate shall not be paid any other compensation or reimbursement of any kind, including without limitation, severance compensation. Amounts payable to Officer’s estate or designated beneficiaries pursuant to subclauses (a), (b) and (f) – (i) of this Section 2.6 shall be paid on the first payroll date following Officer’s termination of employment, unless a different date is provided under the terms of the applicable plan to which amounts are payable or required under applicable law.
2.7 Voluntary Termination. In the event of a Voluntary Termination, Corporation shall pay all accrued Base Salary adjusted for any elective deferral, Bonus Compensation, if any, to the extent awarded but not yet paid, any benefits under any plans of the Corporation (including any defined contribution or health and welfare benefit plans) in which Officer is a participant to the full extent of Officer’s rights under such plans, accrued vacation pay and any appropriate business expenses incurred by Officer in connection with his duties hereunder, all to the date of termination, but no other compensation or reimbursement of any kind, including without limitation, severance compensation. Amounts payable to Officer pursuant to this Section 2.7 shall be paid on the first payroll date following Officer’s termination of employment, unless a different date is provided under the terms of the applicable plan to which amounts are payable or required under applicable law.
2.8 Termination Upon a Change in Control. In the event of a Termination Upon a Change in Control, Officer shall be paid all accrued Base Salary adjusted for any elective deferral, Bonus Compensation, if any, to the extent awarded through the date of termination but not yet paid, any benefits under any plans of the Corporation (including any defined contribution or health and welfare benefit plans) in which Officer is a participant to the full extent of Officer’s rights under such plans, accrued vacation pay and any appropriate business expenses incurred by Officer in connection with his duties hereunder, all to the date of termination, and all severance compensation provided in Section 4.1 in the event of a Termination Upon a Change in Control, but no other compensation or reimbursement of any kind (other than to the extent set forth in an applicable award agreement evidencing a performance-vesting equity-based award held by
Exhibit 10.2
Officer). Amounts payable to Officer pursuant to this Section 2.8 (other than the severance as provided in Section 4.1) shall be paid on the first payroll date following Officer’s termination of employment, unless a different date is provided under the terms of the applicable plan to which amounts are payable or required under applicable law.
2.9 Notice of Termination. The Corporation may effect a termination of this Agreement pursuant to the provisions of this Section 2 upon giving 10 days written notice to Officer of such termination. Officer may effect a termination of this Agreement pursuant to the provisions of this Section 2 upon giving 10 days written notice to the Corporation of such termination.
2.10 Termination of Offices and Directorships; Return of Property. Upon termination of Officer’s employment for any reason, unless otherwise specified in a written agreement between Officer and the Corporation, Officer shall be deemed to have resigned from all offices, directorships, and other employment positions if any, then held with the Corporation, and shall take all actions reasonably requested by the Corporation to effectuate the foregoing. In addition, upon the termination of Officer’s employment for any reason, Officer agrees to return to the Corporation all documents of the Corporation and its affiliates (and all copies thereof) and all other Corporation or Corporation affiliate property that Officer has in Officer’s possession, custody or control.
3. Salary, Benefits and Bonus Compensation.
3.1 Base Salary. As payment for the services to be rendered by Officer as provided in Section 1 and subject to the terms and conditions of Section 2, Corporation agrees to pay to Officer a “Base Salary” at the rate of $750,000 per annum payable in equal semi-monthly installments, or in such other periodic installments as mutually agreed to by Corporation and Officer. The Base Salary may be adjusted for appropriate increases, in the discretion of the Board or a subcommittee thereof, and the term “Base Salary” as utilized in this Agreement shall refer to the Base Salary as so adjusted.
3.2 Annual Cash Bonus. For each calendar year during the term of this Agreement beginning with calendar year 2025, Officer shall be eligible to earn a cash performance bonus (an “Annual Bonus”) under the Corporation’s bonus plan or program applicable to senior executives targeted at 180% of the Base Salary paid with respect to such year (the “Target Bonus”). The actual amount of any Annual Bonus shall be determined by the Board (or a subcommittee thereof) in its reasonable and good faith discretion, based on the achievement of individual and/or Corporation performance goals as determined by the Board (or a subcommittee thereof); provided, however, that the Annual Bonus with respect to 2025 shall be no less than the Target Bonus. The payment of any Annual Bonus, to the extent any Annual Bonus becomes payable, will be made promptly in the calendar year following that to which the payment relates, on the date on which annual bonuses are paid generally to the Corporation’s senior executives, but in no event later than March 15th of the calendar year following the calendar year with respect to which such Annual Bonus relates. Except as provided in Section 2 or 4 hereof, payment of the Annual Bonus (including the 2025 Annual Bonus) shall be subject to Officer’s continued employment through the applicable payment date.
Exhibit 10.2
3.3 Additional Benefits. During the term of this Agreement, Officer shall be entitled to the following additional benefits:
(a) Officer Benefits. Officer shall be eligible to participate in such of Corporation’s benefits and deferred compensation plans as are now generally available or later made generally available to executive officers of Corporation, including, without limitation, the Incentive Plans, dental and medical plans, group life and disability insurance, perquisites, and retirement plans.
(b) Vacation. Officer shall be entitled to four weeks of vacation during each year during the term of this Agreement (or such greater amount as provided in the Corporation’s vacation policy) and any extensions thereof, prorated for partial years.
(c) Reimbursement for Expenses. During the term of this Agreement, Corporation shall reimburse Officer for reasonable and properly documented out-of-pocket business and/or entertainment expenses incurred by Officer in connection with his duties under this Agreement. Officer’s legal fees and expenses actually incurred in connection with the drafting, review and negotiation of this Agreement and related materials (including any equity award agreements) shall be paid or reimbursed to Officer by the Corporation (to either Officer or Officer’s legal counsel, as applicable) within 90 days after the Effective Date, subject to Officer’s delivery to the Corporation of documentation evidencing such fees and expenses within 60 days after the Effective Date; provided, however, that such Corporation payment or reimbursement shall not exceed $25,000.
3.4 Relocation Bonus. The Corporation expects Officer to relocate his principal place of residence to the greater Nashville metro area prior to August 31, 2025 (such relocation, the “Relocation”). In furtherance of the Relocation, the Corporation shall pay to Officer a one-time bonus of $400,000 (the “Relocation Bonus”) that is intended to cover Officer’s expenses associated with the Relocation, which shall be paid on the first payroll date following the Effective Date. If Officer’s employment is terminated due to a Termination for Cause or a Voluntary Termination, in either case, prior to the first anniversary of the Effective Date, then (i) Officer shall be required to repay a pro-rata portion of the Relocation Bonus to the Corporation within 30 days following Officer’s termination date (calculated by multiplying the Relocation Bonus by a fraction, the numerator of which is the number of days during the period commencing on (but excluding) the date of such termination of employment and ending on (and including) the first anniversary of the Effective Date, and the denominator of which is 365), and (ii) the Corporation shall have a right to offset, to the extent permitted under Section 409A of the Code, any such reimbursement against any sums it might otherwise owe to Officer in any such event.
3.5 Sign-On Equity Awards. On the Effective Date, the Corporation shall grant to Officer a restricted stock grant for shares of Class A Common Stock of the Corporation with a grant date value of $5,750,000 (the “Sign-On Award”). Subject to Officer’s continued employment with the Corporation through the applicable vesting date, the Sign-On Award shall vest with respect to 25% of the shares underlying the award on each annual anniversary of the Effective Date. The terms and conditions of the Sign-On Award will be set forth in a separate award agreement in a form prescribed by the Corporation. Except as otherwise provided in this
Exhibit 10.2
Agreement, the Sign-On Award shall be governed in all respects by the terms and conditions of the award agreement for such grant under the Incentive Plans.
3.6 2025 Equity Awards. For calendar year 2025, Officer shall receive equity-based compensation awards with a target value of $3,900,000 (the “2025 Award”). The 2025 Award shall be granted on the Effective Date. 70% of the 2025 Award’s dollar-denominated value shall be comprised of a performance-based grant of LTIP Partnership Units consisting of LTIP Series C Units of Healthcare Realty Holdings, L.P. and 30% of the 2025 Award’s dollar-denominated value shall be comprised of a time-vesting restricted stock grant for shares of Class A Common Stock of the Corporation. The Board (or the Compensation and Human Capital Committee of the Board) shall determine in its sole discretion the grant timing, amount, form(s), and such other terms and conditions (including vesting, exercise and settlement) applicable to any the 2025 Award, which shall be consistent with the terms and conditions applicable to the annual equity-based awards granted to similarly-situated executives of the Corporation. Except as otherwise provided in this Agreement, the 2025 Award shall be evidenced by a separate award agreement(s) in a form prescribed by the Corporation, and shall be governed in all respects by the terms and conditions of the applicable award agreement(s) and the Incentive Plans.
4. Severance Compensation.
4.1 Severance Compensation in the Event of a Termination Upon a Change in Control. In the event Officer’s employment is terminated in a Termination Upon a Change in Control, Officer shall be paid as severance compensation an amount equal to (a) three times his annual Base Salary (at the rate payable at the time of such termination, but prior to any reduction that triggers Constructive Termination), plus (b) three times the greater of: (i) the average annual Bonus Compensation, if any, earned by Officer with respect to the two full calendar years immediately preceding the date of termination and (ii) Officer’s Target Bonus for the year in which the date of termination occurs (but prior to any reduction that triggers Constructive Termination), plus (c) any pro-rated portion of the Bonus Compensation that Officer would have earned for a given period in which the termination occurs (if he had remained employed for the entire period), based on the number of days in such period that had elapsed as of the termination date, payable at the time that the Corporation pays bonuses to its executive officers for such period. The severance payment described in subclauses (a) and (b) shall be paid in substantially equal installments in accordance with the Corporation’s normal payroll practices over 36 months following the date of termination, with the first payment commencing within 30 days following the date of termination (and amounts otherwise payable prior to such first payment date shall be paid on such date without interest thereon) and the remaining installments payable over the remain of such 36 month period; provided, however, that if the Termination Upon a Change in Control occurs following a Change in Control that constitutes a “change in control event” for purposes of Section 409A (as defined below), the payment shall be paid in a single lump sum cash payment within thirty (30) days after the date of such termination, subject to the limitations of Section 4.4. In addition to the foregoing, Officer shall receive a lump sum cash payment equivalent to the cost of COBRA coverage, at the time of termination of employment, for medical and dental benefits for Officer and his eligible dependents, for eighteen (18) months, paid within 30 days following Officer’s date of termination. In addition, all outstanding equity-based awards held by Officer that vest solely on the passage of time shall vest in full and all outstanding equity-based awards held by Officer that
Exhibit 10.2
vest based on the level of achievement of performance shall vest based on the greater of the level of achievement of the applicable performance goals or target. Officer is under no obligation to mitigate the amount owed Officer pursuant to this Section 4.1 by seeking other employment or otherwise.
4.2 Severance Compensation in the Event of a Termination Other Than For Cause. In the event Officer’s employment is terminated in a Termination Other Than For Cause, Officer shall be paid as severance compensation an amount equal to (a) two times his annual Base Salary (at the rate payable at the time of such termination, but prior to any reduction that triggers Constructive Termination) plus (b) two times the greater of: (i) the average annual Bonus Compensation, if any, earned by Officer with respect to the two full calendar years immediately preceding the date of termination and (ii) Officer’s Target Bonus for the year in which the date of termination occurs (but prior to any reduction that triggers Constructive Termination), plus (c) any pro-rated portion of the Bonus Compensation that Officer would have earned for a given period in which the termination occurs (if he had remained employed for the entire period), based on the number of days in such period that had elapsed as of the termination date, payable at the time that the Corporation pays bonuses to its executive officers for such period; provided, however, that such Bonus Compensation shall be payable only if Officer remained employed for at least half of the period for which the Bonus Compensation would have been payable. The severance payment described in subclauses (a) and (b) shall be paid in substantially equal installments in accordance with the Corporation’s normal payroll practices over 24 months following the date of termination, but with the first payment commencing within 30 days day following the date of termination (and amounts otherwise payable prior to such first payment shall be paid on such date without interest thereon) and the remaining installments payable over the remain of such 24 month period, subject to the limitations of Section 4.4. In addition to the foregoing, Officer shall receive a lump sum cash payment equivalent to the cost of COBRA coverage, at the time of termination of employment, for medical and dental benefits for Officer and his eligible dependents, for eighteen (18) months, paid within 30 days following Officer’s date of termination. In addition, all outstanding equity-based awards held by Officer that vest solely on the passage of time shall vest in full and all outstanding equity-based awards held by Officer that vest based on the level of achievement of performance shall vest (x) on a pro rata basis as provided in the award agreement and (y) based on the level of achievement of the applicable performance goals. Officer is under no obligation to mitigate the amount owed Officer pursuant to this Section 4.2 by seeking other employment or otherwise.
4.3 No Severance Compensation Upon Other Termination. In the event of a Voluntary Termination, Termination For Cause, termination by reason of Officer’s disability pursuant to Section 2.5, or termination by reason of Officer’s death pursuant to Section 2.6, Officer or his estate shall not be paid any severance compensation and shall receive only the benefits as provided in the appropriate section of Article II applicable to the respective termination.
4.4 Section 409A Payment Restrictions. The provisions of this Agreement shall be construed in a manner that is consistent with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) (Section 409A of the Code, together, with any state law of similar effect, “Section 409A”) in order to avoid any adverse tax consequences to the Officer. It is intended that each installment of the payments of the severance compensation described in this Section 4 together with all other payments and benefits provided
Exhibit 10.2
to Officer by Corporation, whether under this Agreement or otherwise, is a separate “payment” and separate installment payment for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i) and satisfies, to the greatest extent possible, the exemptions from the application of Section 409A provided under Treas. Reg. §§ 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). However, to the extent it is determined that any such payments constitute “deferred compensation” under Section 409A and Officer is a “specified employee,” as such term is defined in Section 409A(a)(2)(B)(i) of the Code, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of such payments shall be delayed as follows: on the earlier of six months and one day after Officer’s separation from service (as defined below) or the date of Officer’s death, the Corporation shall (A) pay to Officer a lump sum amount equal to the sum of the payments that Officer would otherwise have received through the delayed payment date, and (B) commence any remaining payments in accordance with the terms of this Agreement or such other plan or arrangement of deferred compensation, as applicable. To the extent that any such deferred compensation benefit is payable upon an event involving the Officer’s cessation of services, such payment(s) shall not be made unless such event constitutes a “separation from service” pursuant to the default definition in Treas. Reg. § 1.409A-1(h). Any payments that constitute deferred compensation subject to Section 409A that are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as termination of employment) occurs shall commence payment only in the calendar year in which the consideration period or, if applicable, release revocation period ends, as necessary to comply with Section 409A. To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Section 409A, (A) all expenses or other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Officer, (B) any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit and (C) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year.
4.5 Golden Parachute Restrictions. Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by or on behalf of the Corporation to or for the benefit of the Officer as a result of and contingent on a “change in control,” as defined in section 280G of the Code, (such amounts contingent on a change in control as described in Treas. Reg. § 1.280G-1 Q/A-22) whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, (together, the “Contingent Payment”) would constitute a “parachute payment,” as defined in Treas. Reg. § 1.280G-1 Q/A-30, the amount of the Contingent Payment to Officer shall be (A) reduced to an amount that is one dollar less than 300% of the Officer’s “base amount” (as defined in section 280G(b)(3)(A) of the Code), so that the amount of such payments do not constitute a parachute payment (the “Safe Harbor Payment”), or, if greater, (B) the entire Contingent Payment, unreduced by the calculation in clause (A), provided that the net value of such Contingent Payment to the Officer exceeds the net value of the Safe Harbor Payment, after taking into account taxes to Officer that apply to the Safe Harbor Payment and the unreduced Contingent Payment, as applicable, including the excise taxes imposed on the unreduced Contingent Payment under section 4999 of the Code. The determination of the amount to be paid to Officer on account of this Section 4.5 shall be made by the accountant, tax counsel or other similar expert advisor to Officer (the “Tax Advisor”), which shall, if requested, provide detailed
Exhibit 10.2
supporting calculations both to the Corporation and the Officer and if requested, a written opinion. The supporting calculations shall include a valuation of the non-competition provisions of Section 5. The costs and expenses of the Tax Advisor shall be the responsibility of the Corporation.
4.6. Release of Claims. The payments set forth in Sections 4.1 and 4.2 of this Agreement and the vesting of any unvested awards granted under the Incentive Plans upon a termination are subject to (i) the execution and delivery by Officer of a waiver and general release of claims (the “Release”) to Corporation substantially in the form attached hereto as Exhibit A (and having not revoked such Release for a period of seven (7) days following its execution by Officer and its delivery to the Corporation) and (ii) Officer’s continued compliance with the restrictive covenants set forth in Sections 5-7 and in any other written agreement between Officer and the Corporation.
5. Non-Competition. During the term of this Agreement and for one year following a Termination Upon a Change in Control or a Termination Other Than for Cause, so long as the payments provided for in Section 4.1 or 4.2 are made on a timely basis:
(a) Officer shall not, without the prior written consent of Corporation, directly or indirectly, own, manage, operate, control, be connected with as an officer, employee, partner, consultant or otherwise, or otherwise engage or participate in any corporation or other business entity engaged in the business of buying, selling, developing, building and/or managing real estate facilities for the medical and healthcare sectors of the real estate industry. Officer understands and acknowledges that Corporation carries on business nationwide and that the nature of Corporation’s activities cannot be confined to a limited area. Accordingly, Officer agrees that the geographic scope of this Section 5 shall include the United States of America. Notwithstanding the foregoing, the ownership by Officer of less than 2% of any class of the outstanding capital stock of any corporation conducting such a competitive business which is regularly traded on a national securities exchange or in the over-the-counter market shall not be a violation of the foregoing covenant.
(b) Simultaneously with Officer’s execution of this Agreement and upon each anniversary of the Effective Date, Officer shall notify the Chairman of the Compensation and Human Capital Committee of the Board of the nature and extent of Officer’s investments, stock holdings, employment as an employee, director, or any similar interest in any business or enterprise engaged in buying, selling, developing, building, and/or managing real estate facilities for the medical and healthcare sectors of the real estate industry other than Corporation; provided, however, that Officer shall have no obligation to disclose any investment under $100,000 in value or any holdings of publicly traded securities which are not in excess of one percent of the outstanding class of such securities.
(c) Officer shall not contact or solicit, directly or indirectly, any customer, client, tenant or account whose identity Officer obtained through association with Corporation, regardless of the geographical location of such customer, client, tenant or account, nor shall Officer, directly or indirectly, entice or induce, or attempt to entice or induce, any employee of Corporation to leave such employ, nor shall Officer employ any such person in any business similar to or in competition with that of Corporation. Officer hereby acknowledges and agrees that the provisions set forth in this Section 5 constitute a reasonable restriction on his ability to
Exhibit 10.2
compete with Corporation and will not adversely affect his ability to earn income sufficient to support him and/or his family.
(d) The parties hereto agree that, in the event a court of competent jurisdiction shall determine that the geographical or durational elements of this covenant are unenforceable, such determination shall not render the entire covenant unenforceable. Rather, the excessive aspects of the covenant shall be reduced to the threshold which is enforceable, and the remaining aspects shall not be affected thereby.
6. Trade Secrets and Customer Lists. Officer agrees to hold in strict confidence all information concerning any matters affecting or relating to the business of Corporation and its subsidiaries and affiliates, including, without limiting the generality of the foregoing, its manner of operation, business plans, business prospects, agreements, protocols, processes, computer programs, customer lists, market strategies, internal performance statistics, financial data, marketing information and analyses, or other data, without regard to the capacity in which such information was acquired. Officer agrees that he will not, directly or indirectly, use any such information for the benefit of any person or entity other than Corporation or disclose or communicate any of such information in any manner whatsoever other than to the directors, officers, employees, agents, and representatives of Corporation who need to know such information, who shall be informed by Officer of the confidential nature of such information and directed by Officer to treat such information confidentially. Such information does not include information which (i) was disclosed to the public by Corporation or becomes generally available to the public other than as a result of an unauthorized disclosure by Officer or his representatives, or (ii) was or becomes available to Officer on a non‑confidential basis from a source other than Corporation or its advisors provided that such source is not known to Officer to be bound by a confidentiality agreement with Corporation, or otherwise prohibited from transmitting the information to Officer by a contractual, legal or fiduciary obligation; notwithstanding the foregoing, if any such information does become generally available to the public, Officer agrees not to further discuss or disseminate such information except in the performance of his duties as Officer. Upon Corporation's request, Officer will return all information furnished to him related to the business of Corporation. The parties hereto stipulate that all such information is material and confidential and gravely affects the effective and successful conduct of the business of Corporation and Corporation's goodwill, and that any breach of the terms of this Section 6 shall be a material breach of this Agreement. The terms of this Section 6 shall remain in effect following the termination of this Agreement.
7. Use of Proprietary Information. Officer recognizes that Corporation possesses a proprietary interest in all of the information described in Section 6 and has the exclusive right and privilege to use, protect by copyright, patent or trademark, manufacture or otherwise exploit the processes, ideas and concepts described therein to the exclusion of Officer, except as otherwise agreed between Corporation and Officer in writing. Officer expressly agrees that any products, inventions, discoveries or improvements made by Officer, his agents or affiliates based on or arising out of the information described in Section 6 shall be (i) deemed a work made for hire under the terms of United States Copyright Act, 17 U.S.C. § 101 et seq., and Corporation shall be the owner of all such rights with respect thereto and (ii) the property of and inure to the exclusive benefit of Corporation.
Exhibit 10.2
8. Miscellaneous.
8.1 Payment Obligations. Corporation’s obligation to pay Officer the compensation and to make the arrangements provided herein shall be unconditional, and Officer shall have no obligation whatsoever to mitigate damages hereunder. In the event that any arbitration, litigation or other action after a Change in Control is brought to enforce or interpret any provision contained herein, Corporation, to the extent permitted by applicable law and Corporation’s Articles of Incorporation and Bylaws, hereby indemnifies Officer for Officer’s reasonable attorneys’ fees and disbursements incurred in such arbitration, litigation, or other action and shall advance payment of such attorneys’ fees and disbursements.
8.2 Waiver. The waiver of the breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach of the same or other provision hereof.
8.3 Entire Agreement; Modifications. Except as otherwise provided herein, this Agreement represents the entire understanding among the parties with respect to the subject matter hereof, and, as of the Effective Date, this Agreement supersedes any and all prior understandings, agreements, plans and negotiations, whether written or oral, with respect to the subject matter hereof. All modifications to the Agreement must be in writing and signed by the party against whom enforcement of such modification is sought. Notwithstanding anything herein to the contrary, this Agreement and the obligations and commitments hereunder shall neither commence nor be of any force or effect prior to the Effective Date.
8.4 Notices. All notices and other communications under this Agreement shall be in writing and shall be given by personal delivery, nationally recognized overnight courier, email, or first class mail, certified or registered with return receipt requested, and shall be deemed to have been duly given upon receipt in the event of personal delivery or overnight courier, three days after mailing to the respective persons named below:
If to Corporation:
Healthcare Realty Trust Incorporated
3310 West End Avenue, Suite 700
Nashville, Tennessee 37203
Attention: Board of Directors
Phone: (615) 269-8175
Fax: (615) 269-8122
Email address of the Secretary of the Corporation
If to Officer, by hand delivery to Officer on the premises of the Corporation or to the most recent address of Officer maintained in the records of the Corporation.
Any party may change such party’s address for notices by notice duly give pursuant to this Section 8.4.
8.5 Headings. The Section headings herein are intended for reference and shall not by themselves determine the construction or interpretation of this Agreement.
Exhibit 10.2
8.6 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Tennessee.
8.7 Arbitration. Any controversy or claim arising out of or relating to this Agreement, or breach thereof, shall be settled by arbitration in Nashville, Tennessee in accordance with the Rules of the American Arbitration Association, and judgment upon any proper award rendered by the Arbitrators may be entered in any court having jurisdiction thereof. There shall be three arbitrators, one to be chosen directly by each party at will, and the third arbitrator to be selected by the two arbitrators so chosen. To the extent permitted by the Rules of the American Arbitration Association, the selected arbitrators may grant equitable relief. The cost of the arbitration, including the cost of the record or transcripts thereof, if any, administrative fees, and all other fees shall be borne by Corporation. Except as otherwise provided in Section 8.1 with respect to events following a Change in Control, to the extent that Officer prevails with respect to any portion of an arbitration award, Officer shall be reimbursed by Corporation for the costs and expenses incurred by Officer, including reasonable attorneys’ fees, in connection with the arbitration in an amount proportionate to the award to Officer as compared to the amount in dispute.
8.8 Severability. Should a court or other body of competent jurisdiction determine that any provision of this Agreement is excessive in scope or otherwise invalid or unenforceable, such provision shall be adjusted rather than voided, if possible, and all other provisions of this Agreement shall be deemed valid and enforceable to the extent possible.
8.9 Survival of Corporation’s Obligations. Corporation’s obligations hereunder shall not be terminated by reason of any liquidation, dissolution, bankruptcy, cessation of business, or similar event relating to Corporation. This Agreement shall not be terminated by any merger or consolidation or other reorganization of Corporation. In the event any such merger, consolidation or reorganization shall be accomplished by transfer of stock or by transfer of assets or otherwise, the provisions of this Agreement shall be binding upon and inure to the benefit of the surviving or resulting corporation or person. This Agreement shall be binding upon and inure to the benefit of the executors, administrators, heirs, successors and assigns of the parties; provided, however, that except as herein expressly provided, this Agreement shall not be assignable either by Corporation (except to an affiliate of Corporation in which event Corporation shall remain liable if the affiliate fails to meet any obligations to make payments or provide benefits or otherwise) or by Officer.
8.10 Counterparts. This Agreement may be executed in one or more counterparts, all of which taken together shall constitute one and the same Agreement.
8.11 Withholdings. All compensation and benefits to Officer hereunder shall be reduced only by all federal, state, local and other withholdings and similar taxes and payments that are required by applicable law.
8.12 Indemnification. In addition to any rights to indemnification to which Officer is entitled to under Corporation’s Articles of Incorporation and Bylaws, Corporation shall indemnify Officer at all times during and after the term of this Agreement to the maximum extent permitted under Section 2-418 of the General Corporation Law of the State of Maryland or any successor provision thereof and any other applicable state law, and shall pay Officer’s
Exhibit 10.2
expenses in defending any civil or criminal action, suit, or proceeding (unrelated to a dispute under this Agreement) in advance of the final disposition of such action, suit, or proceeding, to the maximum extent permitted under such applicable state laws. The Corporation will provide advance payment of legal costs and expenses that are reasonable and appropriate for defending such action, suit or proceeding. The indemnification provisions contained in this Section 8.12 shall survive the termination of this Agreement and Officer’s employment by Corporation indefinitely.
8.13 Clawback Policy. Officer acknowledges receipt of and having read and understands Corporation’s Policy for the Recovery of Erroneously Awarded Compensation (the “Clawback Policy”). Officer shall be subject to the terms of the Clawback Policy or other recoupment, clawback or similar policy of Corporation as 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 erroneously awarded incentive-based compensation, or other cash, securities or property received with respect to such incentive-based compensation (including any value received from a disposition of such securities or property). The Corporation and Employee acknowledge that this Section 8.13 is not intended to limit any clawback and/or disgorgement of such compensation pursuant to Section 304 of the Sarbanes-Oxley Act of 2002.
8.14 Representations. Officer hereby represents and warrants to the Corporation that (a) Officer is entering into this Agreement voluntarily and that the performance of Officer’s obligations hereunder will not violate any agreement between Officer and any other person, firm, organization or other entity, or any policy, program or code of such other person, firm, organization or other entity person, and (b) Officer is not bound by the terms of any agreement with any previous employer or other party to refrain from competing, directly or indirectly, with the business of such previous employer or other party that would be violated by Officer’s entering into this Agreement and/or providing services to the Corporation pursuant to the terms of this Agreement.
8.15 Exceptions. Notwithstanding anything in this Agreement to the contrary, nothing contained in this Agreement shall prohibit either party (or either party’s attorney(s)) from (a) filing a charge or complaint with the Equal Employment Opportunity Commission (the “EEOC”) or any similar state or local government agency or commission; (b) reporting to, communicating with, cooperating with, or providing information to, or receiving any monetary reward or bounty from, any federal, state or local government agency, including, but not limited to, the U.S. Securities and Exchange Commission, the U.S. Commodity Futures Trading Commission, the U.S. National Labor Relations Board, or the U.S. Department of Justice, without notice to the Corporation; (c) testifying pursuant to a court order, subpoena, or written request from an administrative agency or the legislature, or making any truthful statements or disclosures required by law, regulation or legal process; (d) exercising any rights Officer may have under Section 7 of the U.S. National Labor Relations Act; or (e) discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination based on a protected characteristic or any other conduct that Officer has reason to believe is unlawful. Further, Officer acknowledges that the Corporation has provided Officer notice of the immunity provisions of the U.S. Defend Trade Secrets Act of 2016, which state as follows: “(1) An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that: (a) is made in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of
Exhibit 10.2
reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal; and (2) an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order.”
[Execution Page Follows]
Exhibit 10.2
EXECUTION PAGE
IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective as of the Effective Date.
CORPORATION:
HEALTHCARE REALTY TRUST INCORPORATED
By: /s/ Andrew E. Loope
Name: Andrew E. Loope
Title: Executive Vice President, General Counsel, and Secretary
OFFICER:
/s/ Peter A. Scott
Peter A. Scott
Exhibit 10.2
Exhibit A
Form of Release
GENERAL RELEASE, dated as of [_______________], 20[__] (the “Effective Date”), entered into by Peter A. Scott (“Officer”) in favor of Healthcare Realty Trust Incorporated (along with its affiliates and subsidiaries, the “Corporation”) and the current and prior directors, officers, employees, agents and representatives of the Corporation and its subsidiaries, in their capacity as such (collectively, the “Released Parties”).
WHEREAS, Officer and the Corporation previously entered into an Amended and Restated Employment Agreement (the “Employment Agreement”), effective as of April 15, 2025 that has governed the terms and conditions of Officer’s employment by the Corporation, and Officer’s retention thereunder has been terminated in accordance with the terms thereof.
WHEREAS, this General Release (this “Release”) is the release referred to in Section 4.6 of the Employment Agreement.
WHEREAS, following execution of this Release and expiration of the seven-day revocation period referred to in Section 5 below, Officer will be entitled to payment of certain amounts (such amounts, collectively, “Termination Payments”) and other rights and benefits (such other rights and benefits, collectively, “Termination Benefits”) referred to in Sections 4.1 and/or 4.2 of the Employment Agreement, as applicable.
WHEREAS, Officer desires to compromise, finally settle and fully release actual or potential claims, including, without limitation, those related to Officer’s retention and termination of retention that Officer in any capacity may have or claim to have against the Corporation or any of the other Released Parties, excepting only those claims expressly provided herein to be excluded.
WHEREAS, Officer acknowledges that he is waiving his rights or claims only in exchange for consideration in addition to anything of value to which he already is entitled.
NOW, THEREFORE, in consideration of the foregoing and the Corporation’s agreement to pay the Termination Benefits and to provide the Termination Benefits, Officer, intending to be legally bound hereby, for himself and his heirs, executors, administrators, legal representatives, successors and assigns, does hereby agree as follows:
1. The recitals above are true and correct.
2. Except as expressly provided in Section 4 below, Officer does hereby completely release and forever discharge the Corporation and the other Released Parties of and from any and all actions, causes of action, suits, counterclaims, debts, dues, covenants, contracts, bonuses, controversies, agreements, promises, rights, claims, charges, complaints, expenses, costs (including, without limitation, attorneys’ fees and other costs of defense or prosecution), damages, losses, liabilities and demands whatsoever in law or equity (all of the foregoing,
Exhibit 10.2
collectively, “Claims”) whatsoever and of every nature and description, whether known or unknown, suspected or unsuspected, foreseen or unforeseen, real or imaginary, actual or potential, liquidated or unliquidated, contingent or certain, and whether arising at law or in equity, under the common law, state law, federal law or any other law or otherwise, that Officer ever had, may now have or hereafter can, shall or may have against the Corporation or any of the other Released Parties, for, upon or by reason of any matter, cause or thing whatsoever from the beginning of time to the date of this Release.
3. The release set forth in Section 2 above shall extend and apply, without limitation, to any and all Claims in connection with Officer's employment or the termination thereof, including, without limitation, wrongful termination, breach of express or implied contract or unpaid wages or pursuant to any federal, state or local employment laws, regulations or executive orders prohibiting, inter alia, discrimination on the basis of age, race, sex, national origin, religion, handicap and/or disability; and any and all other federal, state and local laws and regulations prohibiting, without limitation, discrimination in employment, retaliation, conspiracy, tortious or wrongful discharge, breach of an express or implied contract, breach of a covenant of good faith and fair dealing, intentional and/or negligent infliction of emotional distress, defamation, misrepresentation or fraud, negligence, negligent supervision, hiring or retention, assault, battery, detrimental reliance or any other offense.
4. Officer’s release provided in Sections 2 and 3 above does not extend or apply to any Claims with respect to the following (“Excluded Claims”): (a) the Corporation’s obligations to pay the Termination Payments or to pay or provide the Termination Benefits, (b) Officer’s entitlement to amounts payable to Officer pursuant to Sections 2.4 and/or 2.8 of the Employment Agreement, as applicable, following termination of employment, which have not been paid to Officer prior to the date of this Release, (c) Officer’s entitlement to be indemnified and/or reimbursed by the Corporation with respect to Claims relating to any action or inaction, or any conduct or misconduct, by Officer in his capacity as President and Chief Executive Officer of the Corporation or otherwise as a director, officer or employee of the Corporation (or in any similar capacity with any parent, subsidiary or affiliate of the Corporation), whether pursuant to (i) the Corporation’s articles of incorporation (as amended, restated or otherwise modified and in effect at the relevant time), (ii) the Corporation’s bylaws (as amended, restated or otherwise modified and in effect at the relevant time), (iii) any resolution duly adopted by the Corporation’s Board of Directors or shareholders and in effect at the relevant time, (iv) the Maryland General Corporation Law, (v) any other applicable law, rule or regulation or court order or judgment or any other agreement in effect at the relevant time and/or (vi) Corporation’s obligations to indemnify Officer pursuant to Section 8.12 of the Employment Agreement, or (d) any other rights or claims that may arise after the date of this Release. For avoidance of doubt, nothing contained herein shall be deemed a waiver or release by Officer with respect to any protections or other rights to which he may be entitled under any D&O or other insurance policy.
5. Pursuant to the provisions of the Older Workers Benefit Protection Act (“OWBPA”), which applies to Officer’s waiver of rights under the Age Discrimination in Employment Act, Officer has had a period of at least twenty-one (21) days within which to consider whether to execute this Release. Also pursuant to the OWBPA, Officer may revoke the Release within seven (7) days of its execution. It is specifically understood that this Release shall not become effective or enforceable until the seven-day revocation period has expired. Consideration for this
Exhibit 10.2
Release will not be paid until the later of (a) expiration of the seven-day revocation period or (b) the date provided for in the Employment Agreement.
6. Officer acknowledges that, pursuant to the OWBPA, the Corporation has advised Officer, in writing, to consult with an attorney before executing this Release.
7. Officer covenants and agrees that he will not bring, initiate, enter into, maintain or participate in any suit, arbitration or other administrative or judicial proceeding, by means of a direct claim, cross claim, counterclaim, setoff or otherwise, against any Released Party based or premised on any of the Claims released above.
8. Officer acknowledges that the Corporation will not pay or be obligated to pay, and Officer shall not be entitled to, any consideration other than as expressly provided for by this Release or the Employment Agreement or with respect to Excluded Claims.
9. This Release does not constitute an admission by the Corporation or any other Released Party of a violation of any law, order, regulation or enactment or of wrongdoing of any kind.
10. Officer acknowledges that the provisions of Sections 5 and 6 of the Employment Agreement shall survive Officer’s termination of employment.
11. Any controversy or claim arising out of or relating to this Release, or breach thereof, shall be settled by arbitration in Nashville, Tennessee in accordance with the Rules of the American Arbitration Association, and judgment upon any proper award rendered by the Arbitrators may be entered in any court having jurisdiction thereof. There shall be three arbitrators, one to be chosen directly by each party at will, and the third arbitrator to be selected by the two arbitrators so chosen. To the extent permitted by the Rules of the American Arbitration Association, the selected arbitrators may grant equitable relief. The cost of the arbitration, including the cost of the record or transcripts thereof, if any, administrative fees, and all other fees shall be borne by Corporation. To the extent that Officer prevails with respect to any portion of an arbitration award, Officer shall be reimbursed by Corporation for the costs and expenses incurred by Officer, including reasonable attorneys’ fees, in connection with the arbitration in an amount proportionate to the award to Officer as compared to the amount in dispute.
12. The failure of any provision of this Release shall in no manner affect the right to enforce the same, and the waiver by any party of any breach of any provision of this Release shall not be construed to be a waiver of such party of any succeeding breach of such provision or a waiver by such party of any breach of any other provision. In the event that any provision or portion of this Release shall be determined to be invalid or unenforceable for any reason, the remaining provisions of this Release shall be unaffected thereby and shall remain in full force and effect.
13. This Release represents the entire understanding and agreement of Officer and the Released Parties with respect to the subject matter hereof, and there are no promises, agreements, conditions, undertakings, warranties or representations, whether written or oral, express or implied, by or among Officer and the Released Parties with respect to such subject matter other
Exhibit 10.2
than as set forth herein. This Release cannot be amended, supplemented or modified except by an instrument in writing signed by Officer and the Corporation, and no waiver of this Release or any provision hereof shall be effective except to the extent such waiver is in writing, specifies that the purpose thereof is to waive this Release or a provision hereof and is executed and delivered by the party to be charged therewith.
14. This Release shall be binding upon and be enforceable against Officer and his heirs, executors, administrators, legal representatives, successors and assigns and shall inure to the benefit of and be enforceable by each of the Released Parties and his, her or its heirs, executors, administrators, legal representatives, successors and assigns.
15. OFFICER REPRESENTS AND CONFIRMS THAT HE HAS CAREFULLY READ THIS RELEASE, THAT THIS RELEASE HAS BEEN FULLY EXPLAINED TO HIM, THAT HE HAS HAD THE OPPORTUNITY TO HAVE THIS RELEASE REVIEWED BY AN ATTORNEY, THAT HE FULLY UNDERSTANDS THE FINAL AND BINDING EFFECT OF THIS RELEASE, THAT THE ONLY PROMISES MADE TO HIM TO SIGN THE RELEASE ARE THOSE STATED IN THIS RELEASE AND THAT OFFICER IS SIGNING THIS RELEASE VOLUNTARILY WITH THE FULL INTENT OF RELEASING THE RELEASED PARTIES OF ALL CLAIMS DESCRIBED HEREIN.
Officer has executed and delivered this Release as of the date set forth below and this Release is and shall be effective, subject to expiration of the seven-day revocation period referred to in Section 5 above.
Dated: __________________, 20__
_______________________
Peter A. Scott
Exhibit 22
LIST OF SUBSIDIARY ISSUERS OF GUARANTEED SECURITIES
As of March 31, 2025, Healthcare Realty Trust Incorporated is the guarantor of the outstanding debt securities of its subsidiaries, as listed below.
Debt Instrument | Issuer | ||||
| 3.88% Senior Notes due 2025 | Healthcare Realty Holdings, L.P. | ||||
| 3.50% Senior Notes due 2026 | Healthcare Realty Holdings, L.P. | ||||
| 3.75% Senior Notes due 2027 | Healthcare Realty Holdings, L.P. | ||||
| 3.63% Senior Notes due 2028 | Healthcare Realty Holdings, L.P. | ||||
| 3.10% Senior Notes due 2030 | Healthcare Realty Holdings, L.P. | ||||
| 2.40% Senior Notes due 2030 | Healthcare Realty Holdings, L.P. | ||||
| 2.05% Senior Notes due 2031 | Healthcare Realty Holdings, L.P. | ||||
| 2.00% Senior Notes due 2031 | Healthcare Realty Holdings, L.P. | ||||
CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302
Exhibit 31.1
Healthcare Realty Trust Incorporated
Certification
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Peter A. Scott, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Healthcare Realty Trust Incorporated;
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(s) 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(s) 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.
Date: | May 1, 2025 | |||||||
/s/ PETER A. SCOTT | ||||||||
Peter A. Scott | ||||||||
President and Chief Executive Officer | ||||||||
CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302
Exhibit 31.2
Healthcare Realty Trust Incorporated
Certification
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Austen B. Helfrich, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Healthcare Realty Trust Incorporated;
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(s) 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(s) 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.
Date: | May 1, 2025 | |||||||
/s/ AUSTEN B. HELFRICH | ||||||||
Austen B. Helfrich | ||||||||
Executive Vice President and Chief Financial Officer | ||||||||
CERTIFICATIONS PURSUANT TO 18 U.S.C. SECTION 1350 SECTION 906
Exhibit 32
Healthcare Realty Trust Incorporated
Certification Pursuant to
18 U.S.C. Section 1350,
as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Quarterly Report of Healthcare Realty Trust Incorporated (the “Company”) on Form 10-Q for the quarter ended March 31, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Peter A. Scott, President and Chief Executive Officer of the Company, and I, Austen B. Helfrich, Executive Vice President and Chief Financial Officer of the Company, each certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1.The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.Information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: | May 1, 2025 | |||||||
/s/ PETER A. SCOTT | ||||||||
Peter A. Scott | ||||||||
President and Chief Executive Officer | ||||||||
/s/ AUSTEN B. HELFRICH | ||||||||
Austen B. Helfrich | ||||||||
Executive Vice President and Chief Financial Officer | ||||||||