HEALTHPEAK PROPERTIES, INC. (DOC)

CIK: 0000765880. SIC: 6798 Real Estate Investment Trusts. Latest 10-K as of: 2026-02-03.

SIC breadcrumb: Finance, Insurance, And Real Estate > Holding And Other Investment Offices > SIC 6798 Real Estate Investment Trusts

SEC company page: https://www.sec.gov/edgar/browse/?CIK=765880. Latest filing source: 0001628280-26-005044.

Selected Fundamentals

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-03. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000765880.json. Derived margins are computed from the extracted annual SEC facts.

Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Missing metrics are omitted rather than fabricated.

Financial Charts

Macro Cross-References

• CPIAUCSL - Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
• UNRATE - Unemployment Rate
• FEDFUNDS - Federal Funds Effective Rate
• CES0500000003 - Average Hourly Earnings of All Employees, Total Private
• DFEDTARU - Federal Funds Target Range - Upper Limit
• DFEDTARL - Federal Funds Target Range - Lower Limit
• DGS3MO - Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
• DGS2 - Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
• DGS10 - Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
• DGS30 - Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
• T10Y2Y - 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
• CPILFESL - Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
• CPIUFDSL - Consumer Price Index for All Urban Consumers: Food
• CPIENGSL - Consumer Price Index for All Urban Consumers: Energy
• CUSR0000SAH1 - Consumer Price Index for All Urban Consumers: Shelter
• PCEPI - Personal Consumption Expenditures: Chain-type Price Index
• PCEPILFE - Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
• PPIACO - Producer Price Index by Commodity: All Commodities
• T10YIE - 10-Year Breakeven Inflation Rate
• U6RATE - Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
• PAYEMS - All Employees, Total Nonfarm
• CIVPART - Labor Force Participation Rate
• EMRATIO - Employment-Population Ratio
• UNEMPLOY - Unemployed
• CE16OV - Employment Level
• ICSA - Initial Claims
• JTSJOL - Job Openings: Total Nonfarm
• JTSQUR - Quits: Total Nonfarm
• GDPC1 - Real Gross Domestic Product
• A191RL1Q225SBEA - Real Gross Domestic Product: Percent Change from Preceding Period
• INDPRO - Industrial Production: Total Index
• TCU - Capacity Utilization: Total Index
• HOUST - New Privately-Owned Housing Units Started: Total Units
• PERMIT - New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
• RSAFS - Advance Retail Sales: Retail Trade
• PCE - Personal Consumption Expenditures
• DSPIC96 - Real Disposable Personal Income
• PSAVERT - Personal Saving Rate
• M2SL - M2
• BOPGSTB - U.S. International Trade in Goods and Services: Balance

Latest 10-K MD&A

Extracted between Item 7 and the next Item 7A/8 heading after HTML sanitization. Confidence: high. Filing date: 2026-02-03. Report date: 2025-12-31.

ITEM 7.    Management’s Discussion and Analysis of Financial Condition and Results of Operations

The information set forth in this Item 7 is intended to provide readers with an understanding of our financial condition, changes in financial condition, and results of operations. This section generally discusses the results of our operations for the year ended December 31, 2025 compared to the year ended December 31, 2024. Other than retrospective updates for changes to our reportable segments as more fully described in this Form 10-K, please refer to Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the SEC on February 4, 2025 for a discussion of the year ended December 31, 2024 compared to the year ended December 31, 2023.

The discussion below contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those which are discussed in “Item 1A, Risk Factors.” See also “Cautionary Language Regarding Forward-Looking Statements” preceding Part I.

The following discussion and analysis should be read in conjunction with our accompanying, consolidated financial statements and the notes thereto.

We will discuss and provide our analysis in the following order:

•Market Trends and Uncertainties

•Company Highlights

•Dividends

•Results of Operations

•Liquidity and Capital Resources

•Non-GAAP Financial Measures Reconciliations

•Critical Accounting Estimates

•Recent Accounting Pronouncements

Market Trends and Uncertainties

Our operating results have been and will continue to be impacted by global and national economic and market conditions generally and by the local economic conditions where our properties are located.

We continuously monitor the effects of domestic and global events on our operations and financial position, and on the operations and financial position of our tenants, operators, and borrowers, to enable us to remain responsive and adaptable to the dynamic changes in our operating environment. These events include, but are not limited to, the following, any of which could negatively impact our business: inflation; recession; interest rates; challenges in the financial markets; availability of private capital and funding in the life science industry; and actions by the U.S. political administration and regulatory agencies that affect healthcare policy, life science research and innovation, labor supply, procurement and construction costs, and general economic conditions (such as budget reconciliation actions, tariff actions, changes in healthcare regulation, decreases in government funding and staffing, and immigration reform).

To the extent our tenants and/or operators have experienced, or will experience, increased costs, liquidity constraints, and financing difficulties due to the foregoing macroeconomic and market conditions, they may be unable or unwilling to make payments or perform their obligations when due, and occupancy of our properties could be adversely affected.

In addition, uncertainty in public and private equity and fixed income markets and elevated interest rates have directly led to increased costs and limitations on the availability of capital to us. Elevated interest rates have and could continue to adversely impact our borrowing costs, the fair value of our fixed rate instruments, transaction volume, and real estate values generally, including our real estate.

We have also been affected by increased costs relating to tenant improvements and construction, which, together with higher costs of capital and tariff actions (or potential tariff actions), have adversely affected, and in the future may adversely affect, construction starts and the expected yields on our capital projects, including our developments and redevelopments.

See “Item 1A, Risk Factors” in this report for additional discussion of the risks posed by macroeconomic conditions, as well as the uncertainties we and our tenants, operators, and borrowers may face as a result.

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Company Highlights

Real Estate Transactions

•During the year ended December 31, 2025, we completed the Gateway Crossing acquisition where we acquired 100% of a lab building in South San Francisco, California for consideration paid, net of discounts and closing costs, of $295 million and a 50% interest in a joint venture that owns five lab buildings and one other property on the same campus (the “Gateway Crossing JV”) for consideration paid, net of discounts and closing costs, of $132 million. In January 2026, we acquired the remaining 50% interest in the Gateway Crossing JV for consideration paid, net of discounts and closing costs, of $132 million, bringing our equity ownership in these six buildings to 100%.

•During the year ended December 31, 2025, we also acquired: (i) a portfolio of three outpatient medical buildings in New York for $17 million, (ii) a lab land parcel in Cambridge, Massachusetts for $20 million, (iii) nine suites within an outpatient medical building in Atlanta, Georgia for $7 million, and (iv) an outpatient medical land parcel in Huntsville, Alabama for $7 million, and (v) formed two outpatient medical development joint ventures.

•During the year ended December 31, 2025, we sold: (i) one outpatient medical land parcel for $4 million, (ii) nine outpatient medical buildings for $160 million, and (iii) a portfolio of 16 outpatient medical buildings for $182 million.

•In January 2026, we acquired the remaining 46.5% interest in the SWF SH JV for $312 million, bringing our ownership interest in the 19 senior housing properties to 100%.

•In January 2026, we acquired one lab land parcel in Cambridge, Massachusetts for $25 million.

•In January 2026, we sold four lab buildings subject to a purchase option for $68 million.

Development and Redevelopment Activities

•During the year ended December 31, 2025, the following projects were placed in service: (i) a portion of three lab development projects with total project costs of $162 million, (ii) two outpatient medical development projects with total project costs of $73 million, (iii) two lab development buildings held in our unconsolidated Callan Ridge JV of which our share of total project costs was $63 million, (iv) a portion of two outpatient medical development projects with total project costs of $32 million, (v) two lab redevelopment buildings held in our unconsolidated South San Francisco JVs of which our share of total project costs was $26 million, (vi) three lab redevelopment projects with total project costs of $23 million, (vii) a portion of two lab redevelopment projects with total project costs of $20 million, and (viii) one outpatient medical redevelopment project with total project costs of $12 million.

Financing Activities

•In February 2025, we repaid $348 million aggregate principal amount of 3.40% senior unsecured notes at maturity.

•In February 2025, we issued $500 million aggregate principal amount of 5.38% senior unsecured notes due 2035.

•In June 2025, we repaid $452 million aggregate principal amount of 4.00% senior unsecured notes at maturity.

•In August 2025, we issued $500 million aggregate principal amount of 4.75% senior unsecured notes due 2033.

•During the year ended December 31, 2025, we repurchased 5.09 million shares of our common stock under the 2024 Share Repurchase Program (as defined below) at a weighted average price of $18.50 per share for a total of $94 million.

•In January 2026, we made a $103 million early full repayment of mortgage debt secured by two life plan communities with original maturities in December 2026.

Other Activities

•In February 2025, we made a preferred equity investment in a joint venture that holds a lab campus under development in San Diego, California (the “HQ Point Preferred Equity Investment”). This investment is entitled to a preferred return, and we had committed to fund up to a total investment of $50 million, all of which was funded as of December 31, 2025.

•During the year ended December 31, 2025, we received full repayment of two seller financing loans receivable secured by senior housing assets with an aggregate principal balance of $106 million.

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•In December 2025, we confidentially submitted a draft registration statement on Form S-11 to the SEC relating to the proposed Janus Living Offering. Following the Janus Living Offering, Janus Living will be externally managed by a wholly owned indirect subsidiary of Healthpeak under the terms of a management agreement, and Healthpeak will retain a substantial majority equity interest in Janus Living, with new public shareholders owning the remaining interest. Based on the anticipated ownership share and terms of the management agreement, we expect to continue to consolidate Janus Living subsequent to the Offering. We expect to complete the Janus Living Offering in the first half of 2026, subject to market conditions, receipt of regulatory approvals, completion of related financings, completion of the SEC’s review, and other customary conditions.

Dividends

Common stock cash dividends during 2025 aggregated to $1.22 per share. Our Board of Directors declares our common stock cash dividends on a quarterly basis. Commencing in April 2025, our Board of Directors transitioned from paying the common stock cash dividend on a quarterly basis to a monthly basis. On January 4, 2026, our Board of Directors declared a monthly common stock cash dividend of $0.10167 per share for each of January, February, and March 2026, payable on January 30, 2026, February 27, 2026, and March 31, 2026, respectively, to stockholders of record as of the close of business on January 16, 2026, February 13, 2026, and March 17, 2026, respectively.

Results of Operations

We evaluate our business and allocate resources among our operating segments: (i) outpatient medical, (ii) lab, (iii) senior housing, (iv) loans receivable, (v) a preferred equity investment, and (vi) three other properties, which are comprised of two properties previously included in our outpatient medical operating segment and one property acquired in connection with the Gateway Crossing acquisition. Our reportable segments, as determined in accordance with ASC 280, Segment Reporting, are as follows: (i) outpatient medical, (ii) lab, and (iii) senior housing. Under the outpatient medical and lab segments, we own, operate, and develop outpatient medical buildings, hospitals, and lab buildings. Our senior housing properties are operated through RIDEA structures. The loans receivable, preferred equity investment and the three other properties are non-reportable segments that have been presented on a combined basis herein. We evaluate performance based upon property adjusted net operating income (“Adjusted NOI” or “Cash NOI”) in each segment. The accounting policies of the segments are the same as those described in the summary of significant accounting policies in Note 2 to the Consolidated Financial Statements.

Non-GAAP Financial Measures

Adjusted NOI

Adjusted NOI is a non-U.S. generally accepted accounting principles (“GAAP”) supplemental financial measure used to evaluate the operating performance of real estate. Adjusted NOI represents real estate revenues (inclusive of rental and related revenues, resident fees and services, and government grant income and exclusive of interest income), less property level operating expenses; Adjusted NOI excludes all other financial statement amounts included in net income (loss) as presented in Note 16 to the Consolidated Financial Statements. Adjusted NOI eliminates the effects of straight-line rents, amortization of market lease intangibles, termination fees, operator transition costs, and actuarial reserves for insurance claims that have been incurred but not reported. Adjusted NOI is calculated as Adjusted NOI from consolidated properties, plus our share of Adjusted NOI from unconsolidated joint ventures (calculated by applying our actual ownership percentage for the period), less noncontrolling interests’ share of Adjusted NOI from consolidated joint ventures (calculated by applying our actual ownership percentage for the period). We utilize our share of Adjusted NOI in assessing our performance as we have various joint ventures that contribute to our performance. Our share of Adjusted NOI should not be considered a substitute for, and should only be considered together with and as a supplement to, our financial information presented in accordance with GAAP.

Adjusted NOI is oftentimes referred to as “Cash NOI.” Management believes Adjusted NOI is an important supplemental measure because it provides relevant and useful information by reflecting only income and operating expense items that are incurred at the property level and presents them on an unlevered basis. We use Adjusted NOI to make decisions about resource allocations, to assess and compare property level performance, and to evaluate our Merger-Combined Same-Store (“Merger-Combined SS”) performance, as described below. We believe that net income (loss) is the most directly comparable GAAP measure to Adjusted NOI. Adjusted NOI should not be viewed as an alternative measure of operating performance to net income (loss) as defined by GAAP since it does not reflect various excluded items. Further, our definition of Adjusted NOI may not be comparable to the definitions used by other REITs or real estate companies, as they may use different methodologies for calculating Adjusted NOI.

As described in Note 16 to the Consolidated Financial Statements, our CODM evaluates the performance of our operating segments based on Adjusted NOI. Certain of our operating segments are reportable segments for which we disclose Total Portfolio Adjusted NOI. For further information, including information reconciling our Adjusted NOI for reportable segments to our income (loss) before income taxes and equity income (loss) from unconsolidated joint ventures, refer to Note 16 to the Consolidated Financial Statements.

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Operating expenses generally relate to leased outpatient medical and lab buildings, as well as senior housing facilities. We generally recover all or a portion of our leased outpatient medical and lab property expenses through tenant recoveries, which are recognized within rental and related revenues.

Merger-Combined Same-Store Adjusted NOI

Merger-Combined Same-Store Adjusted NOI includes legacy Physicians Realty Trust properties that met the same-store criteria as if they were owned by the Company for the full analysis period. This information allows our investors, analysts, and us to evaluate the performance of our property portfolio under a consistent population by eliminating changes in the composition of our portfolio of properties, excluding properties within the other non-reportable segments. We include properties from our consolidated portfolio, as well as properties owned by our unconsolidated joint ventures in Adjusted NOI (see Adjusted NOI definition above for further discussion regarding our use of pro-rata share information and its limitations). Merger-Combined Same-Store Adjusted NOI excludes government grant income under the CARES Act, amortization of deferred revenue from tenant-funded improvements, and certain non-property specific operating expenses that are allocated to each operating segment on a consolidated basis.

Properties are included in Merger-Combined Same-Store once they are fully operating for the entirety of the comparative periods presented. A property is removed from Merger-Combined Same-Store when it is classified as held for sale, sold, placed into redevelopment, experiences a casualty event or has a planned operator transition that significantly impacts operations, or a significant tenant relocates from a Merger-Combined Same-Store property to a Merger-Combined non Same-Store property and that change results in a corresponding increase in revenue. We do not report Merger-Combined Same-Store metrics for our other non-reportable segments.

Management believes that continued reporting of the same-store portfolio for only pre-merger Healthpeak Properties, Inc. offers minimal value to investors who are seeking to understand the operating performance and growth potential of the Combined Company. The Company was provided access to the underlying financial statements of legacy Physicians Realty Trust and other detailed information about each property, such as the acquisition date. Based on this available information, the Company was able to consistently apply its same-store definition across the combined portfolio. As a result of the Merger, approximately 95% of the combined portfolio is represented in the Merger-Combined Same-Store presentation for the outpatient medical segment for the year ended December 31, 2025.

For a reconciliation of Merger-Combined Same-Store to total portfolio Adjusted NOI and other relevant disclosures by segment, refer to our Segment Analysis below.

Nareit FFO. Funds from Operations (“FFO”), as defined by the National Association of Real Estate Investment Trusts (“Nareit”), is net income (loss) applicable to common shares (computed in accordance with GAAP), excluding gains or losses from sales of depreciable property, including any current and deferred taxes directly associated with sales of depreciable property, impairments of, or related to, depreciable real estate or land held for development, plus real estate-related depreciation and amortization, and adjustments to compute our share of Nareit FFO from joint ventures. Adjustments for joint ventures are calculated to reflect our pro rata share of both our consolidated and unconsolidated joint ventures. We reflect our share of Nareit FFO for unconsolidated joint ventures by applying our actual ownership percentage for the period to the applicable reconciling items on an entity by entity basis. For consolidated joint ventures in which we do not own 100%, we reflect our share of the equity by adjusting our Nareit FFO to remove the third-party ownership share of the applicable reconciling items based on actual ownership percentage for the applicable periods. Our pro rata share information is prepared on a basis consistent with the comparable consolidated amounts, is intended to reflect our proportionate economic interest in the operating results of properties in our portfolio and is calculated by applying our actual ownership percentage for the period. We do not control the unconsolidated joint ventures, and the pro rata presentations of reconciling items included in Nareit FFO do not represent our legal claim to such items. The joint venture members or partners are entitled to profit or loss allocations and distributions of cash flows according to the joint venture agreements, which provide for such allocations generally according to their invested capital.

The presentation of pro rata information has limitations, which include, but are not limited to, the following: (i) the amounts shown on the individual line items were derived by applying our overall economic ownership interest percentage determined when applying the equity method of accounting and do not necessarily represent our legal claim to the assets and liabilities, or the revenues and expenses and (ii) other companies in our industry may calculate their pro rata interest differently, limiting the usefulness as a comparative measure. Because of these limitations, the pro rata financial information should not be considered independently or as a substitute for our financial statements as reported under GAAP. We compensate for these limitations by relying primarily on our GAAP financial statements, using the pro rata financial information as a supplement.

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We believe Nareit FFO applicable to common shares and diluted Nareit FFO applicable to common shares are important supplemental non-GAAP measures of operating performance for a REIT. Because the historical cost accounting convention used for real estate assets utilizes straight-line depreciation (except on land), such accounting presentation implies that the value of real estate assets diminishes predictably over time. Since real estate values instead have historically risen and fallen with market conditions, presentations of operating results for a REIT that use historical cost accounting for depreciation could be less informative. The term Nareit FFO was designed by the REIT industry to address this issue.

Nareit FFO does not represent cash generated from operating activities in accordance with GAAP, is not necessarily indicative of cash available to fund cash needs and should not be considered an alternative to net income (loss). We compute Nareit FFO in accordance with the current Nareit definition; however, other REITs may report Nareit FFO differently or have a different interpretation of the current Nareit definition from ours. For a reconciliation of net income (loss) to Nareit FFO and other relevant disclosures, refer to “Non-GAAP Financial Measures Reconciliations” below.

FFO as Adjusted. In addition, we present Nareit FFO on an adjusted basis before the impact of non-comparable items including, but not limited to, transaction, merger, and restructuring-related costs, other impairments (recoveries) and other losses (gains), prepayment costs (benefits) associated with early retirement or payment of debt, litigation costs (recoveries), casualty-related charges (recoveries), deferred tax asset valuation allowances, and changes in tax legislation (“FFO as Adjusted”). These adjustments are net of tax, when applicable, and are reflective of our share of our joint ventures. Adjustments for joint ventures are calculated to reflect our pro rata share of both our consolidated and unconsolidated joint ventures. We reflect our share of FFO as Adjusted for unconsolidated joint ventures by applying our actual ownership percentage for the period to the applicable reconciling items on an entity by entity basis. We reflect our share for consolidated joint ventures in which we do not own 100% of the equity by adjusting our FFO as Adjusted to remove the third-party ownership share of the applicable reconciling items based on actual ownership percentage for the applicable periods. See “Nareit FFO” above for further disclosures regarding our use of pro rata share information and its limitations. Transaction, merger, and restructuring-related costs include expenses incurred as a result of mergers, acquisitions, operator transitions, severance, and other investment pursuit costs. Prepayment costs (benefits) associated with early retirement of debt include the write-off of unamortized deferred financing fees, or additional costs, expenses, discounts, make-whole payments, penalties or premiums incurred as a result of early retirement or payment of debt. Other impairments (recoveries) and other losses (gains) include interest income associated with early and partial repayments of loans receivable and other losses or gains associated with non-depreciable assets including goodwill and loans receivable. Management believes that FFO as Adjusted provides a meaningful supplemental measurement of our FFO run-rate and is frequently used by analysts, investors, and other interested parties in the evaluation of our performance as a REIT. At the same time that Nareit created and defined its FFO measure for the REIT industry, it also recognized that “management of each of its member companies has the responsibility and authority to publish financial information that it regards as useful to the financial community.” We believe stockholders, potential investors, and financial analysts who review our operating performance are best served by an FFO run-rate earnings measure that includes certain other adjustments to net income (loss), in addition to adjustments made to arrive at the Nareit defined measure of FFO. FFO as Adjusted is used by management in analyzing our business and the performance of our properties and we believe it is important that stockholders, potential investors, and financial analysts understand this measure used by management. We use FFO as Adjusted to: (i) evaluate our performance in comparison with expected results and results of previous periods, relative to resource allocation decisions, (ii) evaluate the performance of our management, (iii) budget and forecast future results to assist in the allocation of resources, (iv) assess our performance as compared with similar real estate companies and the industry in general, and (v) evaluate how a specific potential investment will impact our future results. Other REITs or real estate companies may use different methodologies for calculating an adjusted FFO measure, and accordingly, our FFO as Adjusted may not be comparable to those reported by other REITs. For a reconciliation of net income (loss) to FFO as Adjusted and other relevant disclosure, refer to “Non-GAAP Financial Measures Reconciliations” below.

Adjusted FFO (“AFFO”). AFFO is defined as FFO as Adjusted after excluding the impact of the following: (i) stock-based compensation amortization expense, (ii) amortization of deferred financing costs and debt discounts (premiums), (iii) straight-line rents, (iv) deferred income taxes, (v) amortization of above (below) market lease intangibles, net, (vi) non-refundable entrance fees collected in excess of (less than) the related amortization, and (vii) other AFFO adjustments, which include: (a) lease incentive amortization (reduction of straight-line rents), (b) actuarial reserves for insurance claims that have been incurred but not reported, and (c) amortization of deferred revenues, excluding amounts amortized into rental income that are associated with tenant funded improvements owned/recognized by us and up-front cash payments made by tenants to reduce their contractual rents. Also, AFFO is computed after deducting recurring capital expenditures, including second generation leasing costs and second generation tenant and capital improvements (“AFFO capital expenditures”). All adjustments are reflective of our pro rata share of both our consolidated and unconsolidated joint ventures (reported in “other AFFO adjustments”). We reflect our share of AFFO for unconsolidated joint ventures by applying our actual ownership percentage for the period to the applicable reconciling items on an entity by entity basis. We reflect our share for consolidated joint ventures in which we do not own 100% of the equity by adjusting our AFFO to remove the third-party ownership share of the applicable reconciling items based on actual ownership percentage for the applicable periods. See “Nareit FFO” above for further disclosures regarding our

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use of pro rata share information and its limitations. We believe AFFO is an alternative run-rate performance measure that improves the understanding of our operating results among investors and makes comparisons with: (i) expected results, (ii) results of previous periods, and (iii) results among REITs more meaningful. AFFO does not represent cash generated from operating activities determined in accordance with GAAP and is not indicative of cash available to fund cash needs as it excludes the following items which generally flow through our cash flows from operating activities: (i) adjustments for changes in working capital or the actual timing of the payment of income or expense items that are accrued in the period, (ii) transaction-related costs, (iii) litigation settlement expenses, and (iv) restructuring and severance-related charges. Furthermore, AFFO is adjusted for recurring capital expenditures, which are generally not considered when determining cash flows from operations or liquidity. Other REITs or real estate companies may use different methodologies for calculating AFFO, and accordingly, our AFFO may not be comparable to those reported by other REITs. Management believes AFFO provides a meaningful supplemental measure of our performance and is frequently used by analysts, investors, and other interested parties in the evaluation of our performance as a REIT, and by presenting AFFO, we are assisting these parties in their evaluation. AFFO is a non-GAAP supplemental financial measure and should not be considered as an alternative to net income (loss) determined in accordance with GAAP and should only be considered together with and as a supplement to our financial information prepared in accordance with GAAP. For a reconciliation of net income (loss) to AFFO and other relevant disclosures, refer to “Non-GAAP Financial Measures Reconciliations” below.

Comparison of the Year Ended December 31, 2025 to the Year Ended December 31, 2024

Overview

The following table summarizes results for the years ended December 31, 2025 and 2024(1) (in thousands):

Year Ended December 31,

2025

2024

Change

Net income (loss) applicable to common shares

$

70,513 

$

242,384 

$

(171,871)

Nareit FFO applicable to common shares

1,268,981 

1,092,730 

176,251 

FFO as Adjusted applicable to common shares

1,292,256 

1,231,868 

60,388 

AFFO applicable to common shares

1,183,568 

1,140,665 

42,903 

_______________________________________

(1)For the reconciliation of non-GAAP financial measures, see “Non-GAAP Financial Measures Reconciliations” below.

Net income (loss) applicable to common shares decreased primarily as a result of the following:

•other-than-temporary impairment charges on certain lab unconsolidated joint ventures in 2025;

•a decrease in gain on sales of real estate related to fewer real estate dispositions in 2025;

•a decrease in gain upon change of control related to the sale of a 65% interest in two lab buildings in San Diego, California to a third-party in January 2024;

•an increase in interest expense related to: (i) debt assumed as part of the Merger, including $1.25 billion aggregate principal amount of senior unsecured notes, $400 million aggregate principal amount of the 2028 Term Loan, and $128 million aggregate principal amount of mortgage debt, (ii) borrowings under the 2029 Term Loan, which closed in March 2024, (iii) the issuance of $500 million aggregate principal amount of 5.38% senior unsecured notes due 2035, which closed in February 2025, (iv) the issuance of $500 million aggregate principal amount of 4.75% senior unsecured notes due 2033, which closed in August 2025, and (v) higher borrowings under the commercial paper program;

•an increase in noncontrolling interests’ share in earnings as a result of increased income from consolidated joint ventures acquired as part of the Merger;

•an increase in income tax expense related to: (i) an increase in operating income associated with our life plan communities and (ii) the tax benefit from casualty-related losses recognized in 2024; and

•an increase in depreciation related to: (i) assets acquired as part of the Merger and (ii) development and redevelopment projects placed in service during 2024 and 2025.

The decrease in net income (loss) applicable to common shares was partially offset by:

•a decrease in transaction and merger-related costs incurred in 2025 compared to 2024 in connection with the Merger;

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•an increase in Adjusted NOI generated from our outpatient medical and lab segments related to: (i) assets acquired as part of the Merger, (ii) development and redevelopment projects placed in service during 2024 and 2025, and (iii) new leasing activity during 2024 and 2025 (including the impact to straight-line rents), partially offset by: (i) dispositions of real estate in 2024 and 2025 and (ii) assets placed into development and redevelopment in 2024 and 2025;

•an increase in Adjusted NOI generated from our senior housing segment related to: (i) increased rates for resident fees and (ii) higher occupancy;

•a decrease in casualty-related losses from Hurricane Milton which occurred in 2024;

•an increase in interest income related to: (i) seller financing provided in connection with the disposition of 61 outpatient medical buildings during 2024, (ii) secured loans funded in 2024 and 2025, and (iii) mezzanine and secured loans receivable acquired as part of the Merger;

•a decrease in impairment charges associated with an asset impaired under the held for sale model that was recognized in 2024;

•a decrease in loan loss reserves under the current expected credit losses model, which is primarily due to (i) reserves recognized in 2024 on loans receivable acquired as part of the Merger, (ii) changes in operating performance and fair values of the underlying collateral of the Company’s loans receivable and (iii) recoveries related to loans repaid in 2024 and 2025;

•a decrease in income tax expense related to: (i) income tax expense incurred in connection with the sale of a 65% interest in two lab buildings in San Diego, California to a third-party in January 2024 and (ii) the income tax benefit from an other-than-temporary impairment charge on a lab unconsolidated joint venture;

•a decrease in interest expense related to: (i) the repayment of $348 million aggregate principal amount of 3.40% senior unsecured notes in February 2025 and (ii) the repayment of $452 million aggregate principal amount of 4.00% senior unsecured notes in June 2025; and

•a decrease in general and administrative expenses due to: (i) lower compensation expense and (ii) merger-related synergies.

Nareit FFO applicable to common shares increased primarily as a result of the aforementioned events impacting net income (loss) applicable to common shares, except for the following, which are excluded from Nareit FFO applicable to common shares:

•other-than-temporary impairment charges;

•gain on sales of real estate;

•taxes associated with real estate dispositions;

•gain upon change of control; and

•depreciation and amortization expense.

FFO as Adjusted applicable to common shares increased primarily as a result of the aforementioned events impacting Nareit FFO applicable to common shares, except the following, which are excluded from FFO as Adjusted applicable to common shares:

•transaction, merger, and restructuring-related items;

•casualty-related losses; and

•loan loss reserves (recoveries).

AFFO applicable to common shares increased primarily as a result of the aforementioned events impacting FFO as Adjusted applicable to common shares, except for the impact of: (i) amortization of below market lease intangibles, (ii) amortization of deferred financing costs and debt discounts (premiums) on amounts recognized in connection with the Merger, (iii) deferred income taxes, (iv) higher AFFO capital expenditures during the period, and (v) straight-line rents, which are excluded from AFFO applicable to common shares.

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Segment Analysis

The following tables provide selected operating information for our Merger-Combined Same-Store and total property portfolio for each of our reportable segments. For the year ended December 31, 2025, our Merger-Combined Same-Store consists of 597 properties representing properties fully operating on or prior to January 1, 2024 and that remained in operation through December 31, 2025. For the year ended December 31, 2024, our Merger-Combined Same-Store consists of 642 properties representing properties fully operating on or prior to January 1, 2023 and that remained in operation through December 31, 2024. Legacy Physicians Realty Trust properties that met the definition of Merger-Combined Same-Store are included in both periods presented as if they were owned by the Company for the full analysis period. See “Non-GAAP Financial Measures” above for additional information. Our total property portfolio consisted of 689, 697, and 477 properties at December 31, 2025, 2024, and 2023, respectively.

From our 2024 segment presentation in Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the SEC on February 4, 2025, 19 properties were added to the senior housing segment as a result of a change in the reportable segment. Additionally, we removed two properties that were reclassified from the outpatient medical segment to the other non-reportable segments. Also included in other non-reportable segments as of December 31, 2025 is one other property that was acquired as part of the Gateway Crossing acquisition, as described above, which has no impact on prior period information presented for the lab segment.

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Table of Contents

Outpatient Medical

The following table summarizes results at and for the years ended December 31, 2025 and 2024 (dollars and square feet in thousands, except per square foot data):

Merger-Combined SS(1)

Total Portfolio(2)

Year Ended December 31,

Year Ended December 31,

2025

2024

Change

2025

2024

Change

Rental and related revenues

$

1,184,259

$

1,137,015

$

47,244

$

1,273,505

$

1,184,660

$

88,845 

Operating expenses

(388,368)

(373,544)

(14,824)

(424,141)

(395,105)

(29,036)

Healthpeak’s share of unconsolidated joint venture revenues less expenses

17,347

17,204

143

17,994

15,007

2,987 

Noncontrolling interests’ share of consolidated joint venture revenues less expenses

(25,829)

(26,032)

203

(27,817)

(27,061)

(756)

Adjustments to NOI(3)

(41,226)

(35,652)

(5,574)

(43,698)

(38,203)

(5,495)

Adjusted NOI

$

746,183

$

718,991

$

27,192

795,843

739,298

56,545 

Pre-Merger legacy Physicians Realty Trust Adjusted NOI(4)

—

61,341

(61,341)

Less: Merger-Combined Non-SS Adjusted NOI

(49,660)

(81,648)

31,988 

Merger-Combined SS Adjusted NOI

$

746,183

$

718,991

$

27,192 

Adjusted NOI % change

3.8 

%

Property count(5)

483 

483 

507 

522 

End of period occupancy(6)

92.0 

%

92.7 

%

92.0 

%

92.3 

%

Average occupancy(6)

92.2 

%

92.8 

%

91.8 

%

92.2 

%

Average occupied square feet

31,530 

31,787 

33,233 

35,044 

Average annual rent per occupied square foot(7)

$

38 

$

36 

$

39 

$

37 

Average annual base rent per occupied square foot(8)

$

28 

$

28 

$

29 

$

29 

_______________________________________

(1)Merger-Combined Same-Store includes legacy Physicians Realty Trust properties that met the definition of Merger-Combined Same-Store as if they were owned by the Company for the full analysis period. Refer to “Non-GAAP Financial Measures” above for the definition of Merger-Combined Same-Store.

(2)Total Portfolio includes results of operations from disposed properties through the disposition date. 2024 Total Portfolio includes results of operations for legacy Healthpeak prior to the Closing Date and results of operations for the Combined Company after the Closing Date.

(3)Represents adjustments we make to calculate Adjusted NOI in accordance with our definition of Adjusted NOI, which is used by our CODM to evaluate performance of our reportable segments. See Note 16 to the Consolidated Financial Statements for further information, including information reconciling our Adjusted NOI for reportable segments to income (loss) before income taxes and equity income (loss) from unconsolidated joint ventures. Refer also to “Non-GAAP Financial Measures” above for the definition of Adjusted NOI.

(4)Represents Adjusted NOI for legacy Physicians Realty Trust properties prior to the Closing Date.

(5)From our 2024 presentation of Merger-Combined Same-Store, we added: (i) four stabilized acquisitions and (ii) four stabilized redevelopments placed in service, and we removed: (i) 22 assets that were sold, (ii) five buildings that were placed into redevelopment, and (iii) two assets that were classified as held for sale.

(6)Total Portfolio occupancy excludes any of the following: (i) developments, (ii) significant redevelopments, (iii) newly completed properties under lease-up, and (iv) properties held for sale.

(7)Average annual rent is total revenues less termination fees and non-cash revenue adjustments (i.e., straight-line rents, amortization of market lease intangibles, and deferred revenues).

(8)Base rent does not include tenant recoveries, additional rents in excess of floors, and non-cash revenue adjustments (i.e., straight-line rents, amortization of market lease intangibles, and deferred revenues).

Merger-Combined Same-Store Adjusted NOI increased primarily as a result of the following:

•mark-to-market lease renewals;

•annual rent escalations; and

•increased percentage-based rents; partially offset by

•higher operating expenses, net of savings from our internalization of property management; and

•decreases in base rent on certain new and existing tenants.

Total Portfolio Adjusted NOI increased primarily as a result of the aforementioned impacts to Merger-Combined Same-Store and the following Merger-Combined Non-Same-Store impacts:

•Adjusted NOI from the Merger-Combined Non-Same-Store outpatient medical buildings acquired as part of the Merger in 2024;

•increased Adjusted NOI from outpatient medical buildings acquired in 2025; and

•increased occupancy in former redevelopment and development properties that have been placed into service; partially offset by

•decreased Adjusted NOI from our 2024 and 2025 dispositions.

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Table of Contents

The following table summarizes results at and for the years ended December 31, 2024 and 2023 (dollars and square feet in thousands, except per square foot data):

Merger-Combined SS(1)

Total Portfolio(2)

Year Ended December 31,

Year Ended December 31,

2024

2023

Change

2024

2023

Change

Rental and related revenues

$

1,176,362

$

1,116,362

$

60,000

$

1,184,660

$

732,279

$

452,381 

Operating expenses

(384,062)

(371,175)

(12,887)

(395,105)

(252,744)

(142,361)

Healthpeak’s share of unconsolidated joint venture revenues less expenses

16,085

15,105

980

15,007

1,844

13,163 

Noncontrolling interests’ share of consolidated joint venture revenues less expenses

(26,012)

(25,216)

(796)

(27,061)

(25,152)

(1,909)

Adjustments to NOI(3)

(36,631)

(14,536)

(22,095)

(38,203)

(14,382)

(23,821)

Adjusted NOI

$

745,742

$

720,540

$

25,202

739,298

441,845

297,453 

Pre-Merger legacy Physicians Realty Trust Adjusted NOI(4)

61,341

308,918

(247,577)

Less: Merger-Combined Non-SS Adjusted NOI

(54,897)

(30,223)

(24,674)

Merger-Combined SS Adjusted NOI

$

745,742

$

720,540

$

25,202 

Adjusted NOI % change

3.5 

%

Property count(5)

504 

504 

522 

296 

End of period occupancy(6)

92.4 

%

92.6 

%

92.3 

%

90.4 

%

Average occupancy(6)

92.5 

%

92.3 

%

92.2 

%

90.4 

%

Average occupied square feet

32,726 

32,657 

35,044 

20,966 

Average annual rent per occupied square foot(7)

$

36 

$

35 

$

37 

$

35 

Average annual base rent per occupied square foot(8)

$

28 

$

27 

$

29 

$

29 

_______________________________________

(1)Merger-Combined Same-Store includes legacy Physicians Realty Trust properties that met the definition of Merger-Combined Same-Store as if they were owned by the Company for the full analysis period. Refer to “Non-GAAP Financial Measures” above for the definition of Merger-Combined Same-Store.

(2)Total Portfolio includes results of operations from disposed properties through the disposition date. 2024 Total Portfolio includes results of operations for legacy Healthpeak prior to the Closing Date and results of operations for the Combined Company after the Closing Date.

(3)Represents adjustments we make to calculate Adjusted NOI in accordance with our definition of Adjusted NOI, which is used by our CODM to evaluate performance of our reportable segments. See Note 16 to the Consolidated Financial Statements for further information, including information reconciling our Adjusted NOI for reportable segments to income (loss) before income taxes and equity income (loss) from unconsolidated joint ventures. Refer also to “Non-GAAP Financial Measures” above for the definition of Adjusted NOI.

(4)Represents Adjusted NOI for legacy Physicians Realty Trust properties prior to the Closing Date.

(5)From our 2023 presentation of Merger-Combined Same-Store, we added: (i) 290 properties acquired as part of the Merger, (ii) eight stabilized developments placed in service, (iii) five stabilized redevelopments placed in service, and (iv) four stabilized acquisitions, and we removed: (i) 72 assets that were sold, (ii) two assets that were reclassified to the other non-reportable segments, and (iii) one asset that was classified as held for sale.

(6)Total Portfolio occupancy excludes any of the following: (i) developments, (ii) significant redevelopments, (iii) newly completed properties under lease-up, and (iv) properties held for sale.

(7)Average annual rent is total revenues less termination fees and non-cash revenue adjustments (i.e., straight-line rents, amortization of market lease intangibles, and deferred revenues).

(8)Base rent does not include tenant recoveries, additional rents in excess of floors, and non-cash revenue adjustments (i.e., straight-line rents, amortization of market lease intangibles, and deferred revenues).

Merger-Combined Same-Store Adjusted NOI increased primarily as a result of the following:

•mark-to-market lease renewals;

•higher average occupancy; and

•annual rent escalations; partially offset by

•higher operating expenses, net of savings from our internalization of property management.

Total Portfolio Adjusted NOI increased primarily as a result of the aforementioned impacts to Merger-Combined Same-Store and the following Merger-Combined Non-Same-Store impacts:

•Adjusted NOI from the Merger-Combined Non-Same-Store outpatient medical buildings acquired as part of the Merger in 2024;

•increased occupancy in former redevelopment and development properties that have been placed into service; partially offset by

•business interruption proceeds received in 2023 related to a demolished asset; and

•decreased Adjusted NOI from our 2023 and 2024 dispositions.

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Table of Contents

Lab

The following table summarizes results at and for the years ended December 31, 2025 and 2024 (dollars and square feet in thousands, except per square foot data):

Merger-Combined SS

Total Portfolio(1)

Year Ended December 31,

Year Ended December 31,

2025

2024

Change

2025

2024

Change

Rental and related revenues

$

701,088

$

682,432

$

18,656

$

860,020

$

881,452

$

(21,432)

Operating expenses

(189,985)

(185,669)

(4,316)

(245,159)

(239,620)

(5,539)

Healthpeak’s share of unconsolidated joint venture revenues less expenses

5,222

5,266

(44)

17,024

13,367

3,657 

Noncontrolling interests’ share of consolidated joint venture revenues less expenses

—

—

—

(33)

(144)

111 

Adjustments to NOI(2)

(44,560)

(37,211)

(7,349)

(64,494)

(64,449)

(45)

Adjusted NOI

$

471,765

$

464,818

$

6,947

567,358

590,606

(23,248)

Less: Merger-Combined Non-SS Adjusted NOI

(95,593)

(125,788)

30,195 

Merger-Combined SS Adjusted NOI

$

471,765

$

464,818

$

6,947 

Adjusted NOI % change

1.5 

%

Property count(3)

99 

99 

145 

139 

End of period occupancy(4)

90.1 

%

97.8 

%

88.2 

%

97.5 

%

Average occupancy(4)

94.7 

%

97.7 

%

94.8 

%

96.0 

%

Average occupied square feet

7,326 

7,514 

9,238 

9,665 

Average annual rent per occupied square foot(5)

$

91 

$

88 

$

90 

$

87 

Average annual base rent per occupied square foot(6)

$

66 

$

64 

$

68 

$

66 

_______________________________________

(1)Total Portfolio includes results of operations from disposed properties through the disposition date.

(2)Represents adjustments we make to calculate Adjusted NOI in accordance with our definition of Adjusted NOI, which is used by our CODM to evaluate performance of our reportable segments. See Note 16 to the Consolidated Financial Statements for further information, including information reconciling our Adjusted NOI for reportable segments to income (loss) before income taxes and equity income (loss) from unconsolidated joint ventures. Refer also to “Non-GAAP Financial Measures” above for the definition of Adjusted NOI.

(3)From our 2024 presentation of Merger-Combined Same-Store, we added: (i) three stabilized redevelopments placed in service and (ii) one stabilized development placed in service, and we removed: (i) six assets that were classified as held for sale and (ii) three buildings that were placed into redevelopment.

(4)Refer to “Non-GAAP Financial Measures” above for the definition of Merger-Combined Same-Store. Total Portfolio occupancy excludes any of the following: (i) developments, (ii) significant redevelopments, (iii) newly completed properties under lease-up, and (iv) properties held for sale.

(5)Average annual rent is total revenues less termination fees and non-cash revenue adjustments (i.e., straight-line rents, amortization of market lease intangibles, and deferred revenues).

(6)Base rent does not include tenant recoveries, additional rents in excess of floors, and non-cash revenue adjustments (i.e., straight-line rents, amortization of market lease intangibles, and deferred revenues).

Merger-Combined Same-Store Adjusted NOI increased primarily as a result of the following:

•annual rent escalations; partially offset by

•higher operating expenses, net of savings from our internalization of property management; and

•lower average occupancy.

Total Portfolio Adjusted NOI decreased primarily as a result of the following:

•decreased Adjusted NOI from our 2024 dispositions; and

•decreased Adjusted NOI from buildings undergoing development and redevelopment in 2024 and 2025; partially offset by

•the aforementioned increases to Merger-Combined Same-Store.

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Table of Contents

The following table summarizes results at and for the years ended December 31, 2024 and 2023 (dollars and square feet in thousands, except per square foot data):

Merger-Combined SS

Total Portfolio(1)

Year Ended December 31,

Year Ended December 31,

2024

2023

Change

2024

2023

Change

Rental and related revenues

$

671,796

$

644,775

$

27,021

$

881,452

$

878,326

$

3,126 

Operating expenses

(184,839)

(176,142)

(8,697)

(239,620)

(229,630)

(9,990)

Healthpeak’s share of unconsolidated joint venture revenues less expenses

1,429

1,469

(40)

13,367

5,832

7,535 

Noncontrolling interests’ share of consolidated joint venture revenues less expenses

—

—

—

(144)

(463)

319 

Adjustments to NOI(2)

(31,101)

(34,665)

3,564

(64,449)

(36,524)

(27,925)

Adjusted NOI

$

457,285

$

435,437

$

21,848

590,606

617,541

(26,935)

Less: Merger-Combined Non-SS Adjusted NOI

(133,321)

(182,104)

48,783 

Merger-Combined SS Adjusted NOI

$

457,285

$

435,437

$

21,848 

Adjusted NOI % change

5.0 

%

Property count(3)

104 

104 

139 

146 

End of period occupancy(4)

97.6 

%

97.4 

%

97.5 

%

96.9 

%

Average occupancy(4)

97.7 

%

98.2 

%

96.0 

%

97.8 

%

Average occupied square feet

7,719 

7,759 

9,665 

10,524 

Average annual rent per occupied square foot(5)

$

84 

$

79 

$

87 

$

81 

Average annual base rent per occupied square foot(6)

$

61 

$

59 

$

66 

$

63 

_______________________________________

(1)Total Portfolio includes results of operations from disposed properties through the disposition date.

(2)Represents adjustments we make to calculate Adjusted NOI in accordance with our definition of Adjusted NOI, which is used by our CODM to evaluate performance of our reportable segments. See Note 16 to the Consolidated Financial Statements for further information, including information reconciling our Adjusted NOI for reportable segments to income (loss) before income taxes and equity income (loss) from unconsolidated joint ventures. Refer also to “Non-GAAP Financial Measures” above for the definition of Adjusted NOI.

(3)From our 2023 presentation of Merger-Combined Same-Store, we added: (i) six stabilized developments placed in service, (ii) two stabilized redevelopments placed in service, and (iii) two buildings that previously experienced a significant tenant relocation, and we removed: (i) 15 buildings that were placed into redevelopment and (ii) seven assets that were sold.

(4)Refer to “Non-GAAP Financial Measures” above for the definition of Merger-Combined Same-Store. Total Portfolio occupancy excludes any of the following: (i) developments, (ii) significant redevelopments, (iii) newly completed properties under lease-up, and (iv) properties held for sale.

(5)Average annual rent is total revenues less termination fees and non-cash revenue adjustments (i.e., straight-line rents, amortization of market lease intangibles, and deferred revenues).

(6)Base rent does not include tenant recoveries, additional rents in excess of floors, and non-cash revenue adjustments (i.e., straight-line rents, amortization of market lease intangibles, and deferred revenues).

Merger-Combined Same-Store Adjusted NOI increased primarily as a result of the following:

•annual rent escalations; partially offset by

•higher operating expenses, net of savings from our internalization of property management; and

•lower average occupancy.

Total Portfolio Adjusted NOI decreased primarily as a result of the following:

•decreased Adjusted NOI from our 2023 and 2024 dispositions; and

•decreased Adjusted NOI from buildings placed into development and redevelopment in 2023 and 2024; partially offset by

•the aforementioned increases to Merger-Combined Same-Store.

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Table of Contents

Senior Housing

The following table summarizes results at and for the years ended December 31, 2025 and 2024 (dollars in thousands, except per unit data):

Merger-Combined SS

Total Portfolio

Year Ended December 31,

Year Ended December 31,

2025

2024

Change

2025

2024

Change

Resident fees and services

$

603,989

$

568,475

$

35,514

$

603,989

$

568,475

$

35,514 

Operating expenses

(447,374)

(428,435)

(18,939)

(447,854)

(429,248)

(18,606)

Healthpeak’s share of unconsolidated joint venture revenues less expenses

—

—

—

23,068

22,303

765 

Adjustments to NOI(1)

(2,492)

(3,122)

630

(2,462)

(3,024)

562 

Adjusted NOI

$

154,123

$

136,918

$

17,205

176,741

158,506

18,235 

Plus (less): Merger-Combined Non-SS adjustments

(22,618)

(21,588)

(1,030)

Merger-Combined SS Adjusted NOI

$

154,123

$

136,918

$

17,205 

Adjusted NOI % change

12.6 

%

Property count(2)

15 

15 

34 

34 

Average occupancy(3)

86.6 

%

85.4 

%

85.6 

%

84.3 

%

Average occupied units(4)

6,115 

6,041 

7,578 

7,473 

Average annual rent per occupied unit

$

98,772 

$

94,103 

$

91,506 

$

87,633 

_______________________________________

(1)Represents adjustments we make to calculate Adjusted NOI in accordance with our definition of Adjusted NOI, which is used by our CODM to evaluate performance of our reportable segments. See Note 16 to the Consolidated Financial Statements for further information, including information reconciling our Adjusted NOI for reportable segments to income (loss) before income taxes and equity income (loss) from unconsolidated joint ventures. Refer also to “Non-GAAP Financial Measures” above for the definition of Adjusted NOI.

(2)From our 2024 presentation of Merger-Combined Same-Store, we removed 19 properties that have planned operator transitions that are expected to significantly impact operations. From our 2024 presentation of Total Portfolio included in Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the SEC on February 4, 2025, 19 properties were added in connection with the change in the senior housing reportable segment.

(3)Refer to “Non-GAAP Financial Measures” above for the definition of Merger-Combined Same-Store. Total Portfolio occupancy excludes any of the following: (i) developments, (ii) significant redevelopments, (iii) newly completed properties under lease-up, and (iv) properties held for sale.

(4)Represents average occupied units as reported by the operators for the twelve-month period.

Merger-Combined Same-Store Adjusted NOI and Total Portfolio Adjusted NOI increased primarily as a result of the following:

•increased rates for resident fees; and

•higher occupancy; partially offset by

•higher costs of compensation and property management, repairs and maintenance, utilities, and other operating expenses.

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Table of Contents

The following table summarizes results at and for the years ended December 31, 2024 and 2023 (dollars in thousands, except per unit data):

Merger-Combined SS

Total Portfolio

Year Ended December 31,

Year Ended December 31,

2024

2023

Change

2024

2023

Change

Resident fees and services

$

567,261

$

526,769

$

40,492

$

568,475

$

527,417

$

41,058 

Government grant income(1)

—

—

—

—

184

(184)

Operating expenses

(426,922)

(411,539)

(15,383)

(429,248)

(413,472)

(15,776)

Healthpeak’s share of unconsolidated joint venture revenues less expenses

22,303

21,615

688

22,303

21,844

459 

Adjustments to NOI(2)

(3,024)

(1,252)

(1,772)

(3,024)

(1,252)

(1,772)

Adjusted NOI

$

159,618

$

135,593

$

24,025

158,506

134,721

23,785 

Plus (less): Merger-Combined Non-SS adjustments

1,112

872

240 

Merger-Combined SS Adjusted NOI

$

159,618

$

135,593

$

24,025 

Adjusted NOI % change

17.7 

%

Property count(3)

34 

34 

34 

34 

Average occupancy(4)

84.3 

%

82.6 

%

84.3 

%

82.6 

%

Average occupied units(5)

7,461 

7,348 

7,473 

7,356 

Average annual rent per occupied unit

$

87,611 

$

82,896 

$

87,633 

$

82,951 

_______________________________________

(1)Represents government grant income received under the CARES Act, which is recorded in other income (expense), net in the Consolidated Statements of Operations.

(2)Represents adjustments we make to calculate Adjusted NOI in accordance with our definition of Adjusted NOI, which is used by our CODM to evaluate performance of our reportable segments. See Note 16 to the Consolidated Financial Statements for further information, including information reconciling our Adjusted NOI for reportable segments to income (loss) before income taxes and equity income (loss) from unconsolidated joint ventures. Refer also to “Non-GAAP Financial Measures” above for the definition of Adjusted NOI.

(3)From our 2023 presentation of Merger-Combined Same-Store and Total Portfolio, we added 19 properties in connection with the change in the senior housing reportable segment.

(4)Refer to “Non-GAAP Financial Measures” above for the definition of Merger-Combined Same-Store. Total Portfolio occupancy excludes any of the following: (i) developments, (ii) significant redevelopments, (iii) newly completed properties under lease-up, and (iv) properties held for sale.

(5)Represents average occupied units as reported by the operators for the twelve-month period.

Merger-Combined Same-Store Adjusted NOI and Total Portfolio Adjusted NOI increased primarily as a result of the following:

•increased rates for resident fees; and

•higher occupancy; partially offset by

•higher costs of compensation and property management, food, and other operating expenses.

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Other Income and Expense Items

The following table summarizes the results of our other income and expense items for the years ended December 31, 2025 and 2024 (in thousands):

Year Ended December 31,

2025

2024

Change

Interest income and other

$

61,780 

$

44,778 

$

17,002 

Depreciation and amortization

1,058,865 

1,057,205 

1,660 

Interest expense

305,178 

280,430 

24,748 

General and administrative

90,416 

97,162 

(6,746)

Transaction and merger-related costs

25,520 

132,685 

(107,165)

Impairments and loan loss reserves (recoveries), net

(893)

22,978 

(23,871)

Gain (loss) on sales of real estate, net

69,488 

178,695 

(109,207)

Other income (expense), net

479 

59,345 

(58,866)

Income tax benefit (expense)

(9,283)

(4,350)

(4,933)

Equity income (loss) from unconsolidated joint ventures

(173,984)

(1,515)

(172,469)

Noncontrolling interests’ share in earnings

(29,680)

(24,161)

(5,519)

Interest income and other

Interest income and other increased for the year ended December 31, 2025 primarily as a result of: (i) seller financing provided in connection with the disposition of 61 outpatient medical buildings during 2024, (ii) secured loans funded in 2024 and 2025, and (iii) mezzanine and secured loans receivable acquired as part of the Merger, partially offset by principal repayments on loans receivable in 2024 and 2025.

Depreciation and amortization

Depreciation and amortization expense increased for the year ended December 31, 2025 primarily as a result of: (i) assets acquired in 2025 and as part of the Merger in 2024 and (ii) development and redevelopment projects placed in service during 2024 and 2025, partially offset by: (i) dispositions of real estate in 2024 and 2025 and (ii) assets placed into development and redevelopment in 2024 and 2025.

Interest expense

Interest expense increased for the year ended December 31, 2025 primarily as a result of: (i) the issuance of $500 million aggregate principal amount of 5.38% senior unsecured notes due 2035, which closed in February 2025, (ii) the issuance of $500 million aggregate principal amount of 4.75% senior unsecured notes due 2033, which closed in August 2025, (iii) debt assumed as part of the Merger, including $1.25 billion aggregate principal amount of senior unsecured notes, $400 million aggregate principal amount of the 2028 Term Loan, and $128 million aggregate principal amount of mortgage debt, (iv) borrowings under the 2029 Term Loan, which closed in March 2024, and (v) higher borrowings under the commercial paper program, partially offset by: (i) the repayment of $348 million aggregate principal amount of 3.40% senior unsecured notes in February 2025 and (ii) the repayment of $452 million aggregate principal amount of 4.00% senior unsecured notes in June 2025.

General and administrative

General and administrative expenses decreased for the year ended December 31, 2025 primarily as a result of (i) lower compensation expense and (ii) merger-related synergies.

Transaction and merger-related costs

Transaction and merger-related costs decreased for the year ended December 31, 2025 primarily as a result of higher costs of combining operations with Physicians Realty Trust in 2024 compared to 2025, partially offset by costs incurred in 2025 related to: (i) investment pursuit costs and (ii) the planned Janus Living Offering.

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Impairments and loan loss reserves (recoveries), net

Impairments and loan loss reserves (recoveries), net decreased for the year ended December 31, 2025 primarily as a result of: (i) impairment charges associated with an asset impaired under the held for sale model that was recognized in 2024 and (ii) a decrease in loan loss reserves under the current expected credit losses model, which is primarily due to (i) reserves recognized in 2024 on loans receivable acquired as part of the Merger, (ii) changes in operating performance and fair values of the underlying collateral of the Company’s loans receivable and (iii) recoveries related to loans repaid in 2025, partially offset by new and extended loans during 2024 and 2025.

Gain (loss) on sales of real estate, net

Gain on sales of real estate, net decreased during the year ended December 31, 2025 primarily as a result of the $72 million gain on sales from: (i) one outpatient medical land parcel for proceeds of $4 million, (ii) nine outpatient medical buildings for proceeds of $160 million, and (iii) a portfolio of 16 outpatient medical buildings for $182 million, which were sold during the year ended December 31, 2025, as compared to the $179 million gain on sales from: (i) a portfolio of 61 outpatient medical buildings sold for proceeds of $697 million, (ii) 14 outpatient medical buildings sold for proceeds of $220 million, (iii) a portfolio of seven lab buildings sold for proceeds of $180 million, and (vi) a portfolio comprised of a land parcel and various vacant buildings on certain of our life plan community campuses sold for proceeds of $12 million, which were sold during the year ended December 31, 2024. Refer to Note 5 to the Consolidated Financial Statements for additional information regarding dispositions of real estate and the associated gain (loss) on sales recognized.

Other income (expense), net

Other income decreased for the year ended December 31, 2025 primarily due: (i) to a gain upon change of control related to the sale of a 65% interest in two lab buildings in San Diego, California to a third-party in January 2024, partially offset by casualty-related losses from Hurricane Milton during the fourth quarter of 2024.

Income tax benefit (expense)

Income tax expense increased for the year ended December 31, 2025 primarily as a result of: (i) an increase in operating income associated with our life plan communities and (ii) the tax benefit from casualty-related losses recognized in 2024, partially offset by: (i) income tax expense incurred in connection with the sale of a 65% interest in two lab buildings in San Diego, California to a third-party in January 2024 and (ii) the income tax benefit from an other-than-temporary impairment charge on a lab unconsolidated joint venture.

Equity income (loss) from unconsolidated joint ventures

Equity loss from unconsolidated joint ventures increased for the year ended December 31, 2025 primarily as a result of other-than-temporary impairment charges on certain lab unconsolidated joint ventures, partially offset by the preferred return on the HQ Point Preferred Equity Investment.

Noncontrolling interests’ share in earnings

Noncontrolling interests’ share in earnings increased for the year ended December 31, 2025 primarily as a result of increased income from consolidated joint ventures acquired as part of the Merger.

Liquidity and Capital Resources

We anticipate that our cash flows from operations, available cash balances, and cash from our various financing activities will be adequate for the next 12 months and for the foreseeable future for purposes of: (i) funding recurring operating expenses; (ii) meeting debt service requirements; and (iii) satisfying funding of distributions to our stockholders and non-controlling interest members. Distributions are made using a combination of cash flows from operations, funds available under our bank line of credit (the “Revolving Facility”) and commercial paper program, proceeds from the sale of properties, and other sources of cash available to us.

In addition to funding the activities above, our principal liquidity needs for the next 12 months are to:

•fund capital expenditures, including tenant improvements and leasing costs;

•fund future acquisition, transactional, and development and redevelopment activities; and

•fund loans receivable and other investment commitments.

Our longer term liquidity needs include the items listed above as well as meeting debt service requirements.

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We anticipate satisfying these future needs using one or more of the following:

•cash flows from operations;

•sale of, or exchange of ownership interests in, properties or other investments;

•borrowings under our Revolving Facility and commercial paper program;

•issuance of additional debt, including unsecured notes, term loans, and mortgage debt; and/or

•issuance of common or preferred stock or its equivalent, including sales of common stock under the ATM Program (as defined below).

Our ability to access the capital markets impacts our cost of capital and ability to refinance maturing indebtedness, as well as our ability to fund future acquisitions and development through the issuance of additional securities or secured debt. Changes in general market and economic conditions as well as credit ratings impact our ability to access capital and directly impact our cost of capital. Our 2029 Term Loan, our 2027 Term Loans, our 2028 Term Loan, and our Revolving Facility accrue interest at the Secured Overnight Financing Rate (“SOFR”) plus a margin that depends on the credit ratings of our senior unsecured long-term debt. We also pay a facility fee on the entire commitment under our Revolving Facility that depends upon our credit ratings. As of January 30, 2026, we had long-term credit ratings of Baa1 from Moody’s and BBB+ from S&P Global, and short-term credit ratings of P-2 from Moody’s and A-2 from S&P Global.

A downgrade in credit ratings by Moody’s or S&P Global may have a negative impact on (i) the interest rates of our Revolving Facility, 2027 Term Loans, 2028 Term Loan, and 2029 Term Loan, (ii) facility fees for our Revolving Facility, and (iii) the pricing of notes issued under our commercial paper program and senior unsecured notes. While a downgrade in our credit ratings would adversely impact our cost of borrowing, we believe we would continue to have access to the unsecured debt markets, and we could also seek to enter into one or more secured debt financings, issue additional securities, including under our ATM Program, or dispose of certain assets to fund future operating costs, capital expenditures, or acquisitions, although no assurances can be made in this regard. Refer to “Market Trends and Uncertainties” above for a more comprehensive discussion of the potential impact of economic and market conditions on our business.

Material Cash Requirements

Our material cash requirements include the below contractual and other obligations.

Debt. As of December 31, 2025, we had total debt of $9.8 billion, including notes outstanding under our commercial paper program, senior unsecured notes, term loans, and mortgage debt. Of our total debt, the total amount payable within twelve months is comprised of $650 million of senior unsecured notes and $345 million of mortgage debt. Commercial paper borrowings are backstopped by the availability under our Revolving Facility. As such, we calculate the weighted average remaining term of our commercial paper borrowings using the maturity date of our Revolving Facility. Future interest payments associated with borrowings under our senior unsecured notes, term loans, and mortgage debt total $1.7 billion, $336 million of which are payable within twelve months. Future interest payments associated with commercial paper borrowings payable within the next twelve months total $44 million, assuming no change in interest rates and borrowings remain outstanding for the next twelve months.

Development and redevelopment commitments. Our development and redevelopment commitments represent construction and other commitments for development and redevelopment projects in progress and includes certain allowances for Company-owned tenant improvements that we have provided as a lessor. As of December 31, 2025, we had $168 million of development and redevelopment commitments, $134 million of which we expect to spend within the next twelve months.

Lease and other contractual commitments. Our lease and other contractual commitments represent our commitments, as lessor, under signed leases and contracts for operating properties and include allowances for Company-owned tenant improvements and leasing commissions. These commitments exclude allowances for Company-owned tenant improvements related to developments and redevelopments in progress for which we have executed an agreement with a general contractor to complete the tenant improvements, which are recognized as development and redevelopment commitments and are discussed further above. As of December 31, 2025, we had total lease and other contractual commitments of $54 million, $49 million of which we expect to spend within the next twelve months.

Construction loan commitments. As of December 31, 2025, we are obligated to provide additional loans up to $99 million for redevelopment and capital expenditure projects, for which the related loans have maturities through 2029. See Note 8 to the Consolidated Financial Statements for additional information.

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Ground and other operating lease commitments. Our ground and other operating lease commitments represent our commitments as lessee under signed operating leases. As of December 31, 2025, we had total ground and other operating lease commitments of $833 million, $21 million of which are payable within twelve months. See Note 7 to the Consolidated Financial Statements for additional information.

Other investment commitments. As of December 31, 2025, we had made aggregate investments of $3 million in funds that make venture capital investments in various early-stage technology solutions (“Other Equity Investments”). At December 31, 2025, our remaining funding commitment related to the Other Equity Investments was $14 million, which is expected to be funded over the next six years. See Note 19 to the Consolidated Financial Statements for additional information.

Redeemable noncontrolling interests. As of December 31, 2025, the redemption value of our redeemable noncontrolling interests was $160 million. The values of these redeemable noncontrolling interests are subject to change based on the assessment of redemption value at each redemption date. As of December 31, 2025, the estimated redemption value of the redeemable noncontrolling interests that have met the conditions for redemption was $14 million, the estimated redemption value of the redeemable noncontrolling interests that will meet the conditions for redemption upon completion of each of the related development projects was $13 million, and the estimated redemption value of the Gateway Crossing JV was $132 million. In January 2026, we acquired the remaining 50% interest in the Gateway Crossing JV for $132 million, terminating the Put Option of the noncontrolling interest holder. See Note 13 to the Consolidated Financial Statements for additional information.

Distribution and dividend requirements. Our dividend policy on our common stock is to distribute a percentage of our cash flow to ensure that we meet the dividend requirements of the Code, relative to maintaining our REIT status, while still allowing us to retain cash to fund capital improvements and other investment activities. Under the Code, REITs may be subject to certain federal income and excise taxes on undistributed taxable income. In February 2025, our Board of Directors declared an increase in the quarterly common stock cash dividend, from $0.300 to $0.305 per share, resulting in an annualized dividend of $1.220 per share. Commencing in April 2025, our Board of Directors also transitioned to a practice of paying the quarterly common stock cash dividend on a monthly basis, which are declared quarterly. Our future common stock cash dividends, if and as declared, may vary and will be determined by the Board based upon the circumstances prevailing at the time, including our financial condition.

Off-Balance Sheet Arrangements

We own interests in certain unconsolidated joint ventures as described in Note 9 to the Consolidated Financial Statements. Four of these joint ventures have aggregate mortgage debt of $903 million, of which our share is $210 million. Our risk of loss is limited to our investment in the applicable joint venture. Additionally, as of December 31, 2025, we had 16 outstanding letter of credit obligations totaling $16 million. We have no other material off-balance sheet arrangements that we expect would materially affect our liquidity and capital resources.

Inflation

A significant portion of our revenues are derived from leases that generally provide for fixed rental rates, subject to annual escalations. A period of high inflation could result in increases in the Consumer Price Index in excess of our fixed annual escalations. Certain of our leases provide that annual rent is modified based on changes in the Consumer Price Index or other thresholds.

Most of our outpatient medical leases require the tenant to pay a share of property operating costs such as real estate taxes, insurance, and utilities. Substantially all of our lab leases require the tenant or operator to pay all of the property operating costs or reimburse us for all such costs.

Labor costs, costs of construction materials, interest, utilities, and other operating costs may increase during periods of inflation. Inflationary increases in expenses will generally be offset, in whole or in part, by the tenant expense reimbursements and contractual rent increases described above.

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Cash Flow Summary

The following summary discussion of our cash flows is based on the Consolidated Statements of Cash Flows and is not meant to be an all-inclusive discussion of the changes in our cash flows for the periods presented below.

The following table sets forth changes in cash flows (in thousands):

Year Ended December 31,

2025

2024

Change

Net cash provided by (used in) operating activities

$

1,251,959 

$

1,070,497 

$

181,462 

Net cash provided by (used in) investing activities

(1,034,673)

(113,799)

(920,874)

Net cash provided by (used in) financing activities

136,111 

(941,416)

1,077,527 

Operating Cash Flows

Our cash flows from operations are dependent upon the occupancy levels of our buildings, rental rates on leases, our tenants’ performance on their lease obligations, the level of operating expenses, and other factors. Our net cash provided by operating activities increased $181 million for the year ended December 31, 2025 compared to the year ended December 31, 2024 primarily as a result of: (i) a decrease in merger-related costs, (ii) an increase in Adjusted NOI from properties acquired as part of the Merger and acquisitions of real estate in 2025, (iii) developments and redevelopments placed in service during 2024 and 2025, (iv) annual rent increases, and (v) new leasing and renewal activity. The increase in net cash provided by operating activities was partially offset by: (i) an increase in cash paid for interest and (ii) a decrease in Adjusted NOI from dispositions of real estate in 2024 and 2025.

Investing Cash Flows

Our cash flows from investing activities are generally used to fund acquisitions, developments, and redevelopments of real estate, net of proceeds received from sales of real estate, and repayments on loans receivable. Our net cash used in investing activities increased $921 million for the year ended December 31, 2025 compared to the year ended December 31, 2024 primarily as a result of the following: (i) an increase in cash used for real estate asset acquisitions, (ii) a decrease in proceeds from sales of real estate, (iii) an increase in cash used for development and redevelopment of real estate, (iv) proceeds received from the Callan Ridge JV transaction in 2024, and (v) an increase in cash used for investments in unconsolidated joint ventures. The increase in net cash used in investing activities was partially offset by: (i) cash paid in connection with the Merger in 2024, (ii) an increase in proceeds received from insurance recoveries, and (iii) higher net repayments on loans receivable.

Financing Cash Flows

Our cash flows from financing activities are generally impacted by issuances and/or repurchases of equity, borrowings and repayments under our bank line of credit and commercial paper program, senior unsecured notes, term loans, and mortgage debt, net of dividends paid to common shareholders. Our net cash provided by financing activities increased $1.08 billion for the year ended December 31, 2025 compared to the year ended December 31, 2024 primarily as a result of the following: (i) higher net borrowings under the commercial paper program, (ii) an increase in proceeds received from the issuances of senior unsecured notes, (iii) lower repurchases of common stock under our share repurchase programs, (iv) lower distributions to noncontrolling interests, (v) lower payments for deferred financing costs, and (vi) higher contributions from noncontrolling interests. The increase in net cash provided by financing activities was partially offset by: (i) an increase in cash used to repay senior unsecured notes that reached maturity in 2025, (ii) a decrease in proceeds received from the issuance of term loans, and (iii) an increase in dividends paid on common stock.

Debt

In February 2025, we repaid $348 million aggregate principal amount of 3.40% senior unsecured notes at maturity. Also in February 2025, we issued $500 million aggregate principal amount of 5.38% senior unsecured notes due 2035. In June 2025, we repaid $452 million aggregate principal amount of 4.00% senior unsecured notes at maturity. In August 2025, we issued $500 million aggregate principal amount of 4.75% senior unsecured notes due 2033. In January 2026, we made a $103 million early full repayment of mortgage debt secured by two life plan communities with original maturities in December 2026.

See Note 11 to the Consolidated Financial Statements for additional information about our outstanding debt.

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Approximately 88% and 97% of our consolidated debt was fixed rate debt as of December 31, 2025 and 2024, respectively. At December 31, 2025, our fixed rate debt and variable rate debt had weighted average effective interest rates of 4.20% and 4.18%, respectively. At December 31, 2024, our fixed rate debt and variable rate debt had weighted average effective interest rates of 4.04% and 5.56%, respectively. As of December 31, 2025, we had the following swapped to fixed rates through interest rate swap instruments: (i) the $750 million 2029 Term Loan, (ii) the $500 million 2027 Term Loans, (iii) the $400 million 2028 Term Loan, and (iv) $142 million of variable rate mortgage debt. These interest rate swap instruments are designated as cash flow hedges. For purposes of classification of the amounts above, variable rate debt with a derivative financial instrument designated as a cash flow hedge is reported as fixed rate debt due to us having effectively established a fixed interest rate for the underlying debt instrument. For a more detailed discussion of our interest rate risk, see “Item 7A, Quantitative and Qualitative Disclosures About Market Risk” below.

Supplemental Guarantor Information

Healthpeak OP is the issuer of senior unsecured notes that were offered and sold on a registered basis under the Securities Act. The obligations of Healthpeak OP to pay principal, premiums, if any, and interest on such senior unsecured notes are guaranteed on a full and unconditional basis by the Company, DOC DR Holdco, LLC, one of our wholly owned subsidiaries (“DOC DR Holdco”), and DOC DR, LLC, a wholly owned subsidiary of Healthpeak OP (“DOC DR OP Sub”). Additionally, DOC DR OP Sub is the issuer, as successor to the Physicians Partnership upon the Merger, of the senior unsecured notes issued by the Physicians Partnership prior to, and assumed by Healthpeak as part of, the Merger. See Note 11 to the Consolidated Financial Statements for more information. The obligations of DOC DR OP Sub to pay principal, premiums, if any, and interest on such senior unsecured notes are guaranteed on a full and unconditional basis by the Company, Healthpeak OP, and DOC DR Holdco.

Subsidiary issuers of obligations guaranteed by the parent are not required to provide separate financial statements, provided that the parent guarantee is “full and unconditional”, the subsidiary obligor is a consolidated subsidiary of the parent company, the guaranteed security is debt or debt-like, and consolidated financial statements of the parent company have been filed. Accordingly, separate consolidated financial statements of Healthpeak OP, DOC DR Holdco, and DOC DR OP Sub have not been presented.

As permitted under Rule 13-01 of Regulation S-X, we have excluded the summarized financial information for the Company, Healthpeak OP, DOC DR Holdco, and DOC DR OP because the Company, Healthpeak OP, DOC DR Holdco, and DOC DR OP have no material assets, liabilities, or operations other than the debt financing activities described in the first paragraph of Note 11 to the Consolidated Financial Statements and their investments in non-guarantor subsidiaries, and management believes such summarized financial information would be repetitive and would not provide incremental value to investors.

Equity

At December 31, 2025, we had 695 million shares of common stock outstanding, equity totaled $8.1 billion, and our equity securities had a market value of $11.4 billion.

At-The-Market Program

In February 2023, we terminated our previous at-the-market equity offering program and established a new at-the-market equity offering program (the “ATM Program”) that allows for the sale of shares of common stock having an aggregate gross sales price of up to $1.5 billion. In addition to the issuance and sale of shares of our common stock, we may also enter into one or more forward sales agreements (each, an “ATM forward contract”) with sales agents for the sale of our shares of common stock under our ATM Program. The ATM Program was most recently amended in February 2025 to add certain banks as sales agents, a forward seller, and a forward purchaser under the ATM Program.

During the year ended December 31, 2025, we did not issue any shares of our common stock under any ATM program.

At December 31, 2025, $1.5 billion of our common stock remained available for sale under the ATM Program. Actual future sales of our common stock will depend upon a variety of factors, including but not limited to market conditions, the trading price of our common stock, and our capital needs. We have no obligation to sell any shares under our ATM Program.

See Note 13 to the Consolidated Financial Statements for additional information about our ATM Program.

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Noncontrolling Interests

Healthpeak OP. During the year ended December 31, 2025, certain of our employees (“OP Unitholders”) were issued approximately 2 million noncontrolling, non-managing member units in Healthpeak OP (“OP Units”). When certain conditions are met, the OP Unitholders have the right to require redemption of part or all of their OP Units for cash or shares of our common stock, at our option as managing member of Healthpeak OP. The per unit redemption amount is equal to either one share of our common stock or cash equal to the fair value of a share of common stock at the time of redemption. We classify the OP Units in permanent equity because we may elect, in our sole discretion, to issue shares of our common stock to OP Unitholders who choose to redeem their OP Units rather than using cash. As of December 31, 2025, there were approximately 4 million OP Units outstanding, and 275 thousand had met the criteria for redemption.

DownREITs. At December 31, 2025, non-managing members held an aggregate of approximately 11 million units in eight limited liability companies for which we hold controlling interests and/or are the managing member. The DownREIT units are exchangeable for an amount of cash approximating the then-current market value of shares of our common stock or, at our option, shares of our common stock. At December 31, 2025, the outstanding DownREIT units were convertible into approximately 13 million shares of our common stock.

Share Repurchase Program

On July 24, 2024, our Board of Directors approved a new share repurchase program (the “2024 Share Repurchase Program”) to supersede and replace our previous program. Under the 2024 Share Repurchase Program, we may acquire shares of our common stock in the open market or other similar purchase techniques (including in compliance with the safe harbor provisions of Rule 10b-18 under the Exchange Act or pursuant to one or more plans adopted under Rule 10b5-1 promulgated under the Exchange Act), up to an aggregate purchase price of $500 million. Purchases of common stock under the 2024 Share Repurchase Program may be exercised at our discretion with the timing and number of shares repurchased depending on a variety of factors, including price, corporate and regulatory requirements, and other corporate liquidity requirements and priorities. The 2024 Share Repurchase Program expires in July 2026 and may be suspended or terminated at any time without prior notice. During the year ended December 31, 2025, we repurchased 5.09 million shares of our common stock at a weighted average price of $18.50 per share for a total of $94 million. At December 31, 2025, $406 million of the Company’s common stock remained available for repurchase under the 2024 Share Repurchase Program.

Shelf Registration

On February 8, 2024, the Company and Healthpeak OP jointly filed a prospectus with the SEC as part of a registration statement on Form S-3, using an automatic shelf registration process. This shelf registration statement expires on February 8, 2027 and at or prior to such time, we expect to file a new shelf registration statement. On February 5, 2025, the Company and Healthpeak OP jointly filed a post-effective amendment to the shelf registration statement to add certain subsidiaries of the Company as co-registrants and register their guarantees of the debt securities of the Company and/or Healthpeak OP as additional securities that may be offered under the prospectus included in the shelf registration statement. Under the “shelf” process, we may sell any combination of the securities described in the prospectus through one or more offerings. The securities described in the prospectus include future offerings of: (i) the Company’s common stock, preferred stock, depositary shares, warrants, debt securities, and guarantees by the Company and certain of its subsidiaries of debt securities issued by Healthpeak OP, and (ii) Healthpeak OP’s debt securities and guarantees by Healthpeak OP and certain other subsidiaries of the Company of debt securities issued by the Company.

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Non-GAAP Financial Measures Reconciliations

The following is a reconciliation from net income (loss) applicable to common shares, the most directly comparable financial measure calculated and presented in accordance with GAAP, to Nareit FFO, FFO as Adjusted, and AFFO (in thousands):

Year Ended December 31,

2025

2024

2023

Net income (loss) applicable to common shares

$

70,513 

$

242,384 

$

304,284 

Real estate related depreciation and amortization

1,058,865 

1,057,205 

749,901 

Healthpeak’s share of real estate related depreciation and amortization from unconsolidated joint ventures

50,110 

44,961 

24,800 

Noncontrolling interests’ share of real estate related depreciation and amortization

(16,511)

(18,328)

(18,654)

Loss (gain) on sales of depreciable real estate, net

(69,488)

(178,695)

(86,463)

Noncontrolling interests’ share of gain (loss) on sales of depreciable real estate, net

— 

— 

11,546 

Loss (gain) upon change of control, net(1)

— 

(77,548)

(234)

Taxes associated with real estate dispositions(2)

(335)

9,633 

— 

Impairments (recoveries) of real estate, net(3)

175,827 

13,118 

— 

Nareit FFO applicable to common shares

1,268,981 

1,092,730 

985,180 

Distributions on dilutive convertible units and other

18,211 

16,211 

9,394 

Diluted Nareit FFO applicable to common shares

$

1,287,192 

$

1,108,941 

$

994,574 

Impact of adjustments to Nareit FFO:

Transaction, merger, and restructuring-related costs(4)

$

25,520 

$

115,105 

$

15,203 

Other impairments (recoveries) and other losses (gains), net(5)

(651)

9,381 

(3,850)

Casualty-related charges (recoveries), net(6)

(1,594)

25,848 

(4,033)

Recognition (reversal) of valuation allowance on deferred tax assets(7)

— 

(11,196)

(14,194)

Total adjustments

$

23,275 

$

139,138 

$

(6,874)

FFO as Adjusted applicable to common shares

$

1,292,256 

$

1,231,868 

$

978,306 

Distributions on dilutive convertible units and other

18,192 

16,061 

9,402 

Diluted FFO as Adjusted applicable to common shares

$

1,310,448 

$

1,247,929 

$

987,708 

FFO as Adjusted applicable to common shares

$

1,292,256 

$

1,231,868 

$

978,306 

Stock-based compensation amortization expense

14,410 

15,543 

14,480 

Amortization of deferred financing costs and debt discounts (premiums)

31,907 

28,974 

11,916 

Straight-line rents(8)

(39,190)

(41,276)

(14,387)

AFFO capital expenditures

(133,951)

(115,784)

(113,596)

Life plan community entrance fees

53,805 

53,697 

43,453 

Deferred income taxes

7,728 

6,176 

(816)

Amortization of above (below) market lease intangibles, net

(36,747)

(30,755)

(25,791)

Other AFFO adjustments

(6,650)

(7,778)

(9,335)

AFFO applicable to common shares

1,183,568 

1,140,665 

884,230 

Distributions on dilutive convertible units and other

18,210 

16,211 

6,581 

Diluted AFFO applicable to common shares

$

1,201,778 

$

1,156,876 

$

890,811 

Refer to footnotes on the next page.

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________________________________

(1)The year ended December 31, 2024 includes a gain upon change of control related to the sale of a 65% interest in two lab buildings in San Diego, California. The gain upon change of control is included in other income (expense), net in the Consolidated Statements of Operations.

(2)The year ended December 31, 2024 includes non-cash income tax expense related to the sale of a 65% interest in two lab buildings in San Diego, California, partially offset by income tax benefit related to the disposition of a portfolio comprised of a land parcel and various vacant buildings on certain of our life plan community campuses.

(3)The year ended December 31, 2025 includes other-than-temporary impairment charges on certain unconsolidated real estate joint ventures, which are recognized in equity income (loss) from unconsolidated joint ventures in the Consolidated Statements of Operations. The year ended December 31, 2024 includes an impairment charge related to an outpatient medical building that was classified as held for sale to write down the building’s carrying value to its fair value, less estimated costs to sell. This impairment charge was recognized in impairments and loan loss reserves (recoveries), net, on the Consolidated Statements of Operations.

(4)The years ended December 31, 2025, 2024, and 2023 include costs related to the Merger, which are primarily comprised of advisory, legal, accounting, tax, information technology, post-combination severance and stock compensation expense, and other costs of combining operations with Physicians Realty Trust that were incurred during the years then ended. The year ended December 31, 2025 also includes costs incurred related to the formation and planned Janus Living Offering and investment pursuit costs. For the years ended December 31, 2024 and 2023, these costs were partially offset by termination fee income associated with Graphite Bio, Inc., which later merged with LENZ Therapeutics, Inc. in March 2024, for which the lease terms were modified to accelerate expiration of the lease to December 2024. This termination fee income is included in rental and related revenues on the Consolidated Statements of Operations, but is excluded from FFO as Adjusted.

(5)The years ended December 31, 2025, 2024, and 2023 include reserves and (recoveries) for expected loan losses recognized in impairments and loan loss reserves (recoveries), net in the Consolidated Statements of Operations.

(6)During the year ended December 31, 2024, we incurred casualty-related charges associated with Hurricane Milton. Casualty-related charges (recoveries), net are recognized in other income (expense), net, equity income (loss) from unconsolidated joint ventures, and noncontrolling interests’ share in earnings in the Consolidated Statements of Operations.

(7)The year ended December 31, 2024 includes the release of a valuation allowance and recognition of a corresponding income tax benefit in connection with a merger of certain taxable REIT subsidiaries. During the year ended December 31, 2023, in conjunction with classifying the assets related to the Callan Ridge JV (see Note 9 to the Consolidated Financial Statements) as held for sale as of December 31, 2023, we concluded it was more likely than not that we would realize the future value of certain deferred tax assets generated by the net operating losses of taxable REIT subsidiaries. Accordingly, during the year ended December 31, 2023, we recognized the reversal of a portion of the associated valuation allowance and recognized a corresponding income tax benefit. See Note 17 to the Consolidated Financial Statements for additional information.

(8)The year ended December 31, 2023 includes a $9 million write-off of straight-line rent receivable associated with Sorrento Therapeutics, Inc., which commenced voluntary reorganization proceedings under Chapter 11 of the U.S. Bankruptcy Code. This activity is reflected as a reduction of rental and related revenues in the Consolidated Statements of Operations.

Critical Accounting Estimates

The preparation of financial statements in conformity with U.S. GAAP requires our management to use judgment in the application of critical accounting estimates and assumptions. We base estimates on the best information available to us at the time, our experience, and on various other assumptions believed to be reasonable under the circumstances. These estimates could affect our financial position or results of operations. If our judgment or interpretation of the facts and circumstances relating to various transactions or other matters had been different, it is possible that different accounting would have been applied, resulting in a different presentation of our consolidated financial statements. From time to time, we re-evaluate our estimates and assumptions. In the event estimates or assumptions prove to be different from actual results, adjustments are made in subsequent periods to reflect more current estimates and assumptions about matters that are inherently uncertain. Below is a discussion of accounting estimates that we consider critical in that they may require complex judgment in their application or require estimates about matters that are inherently uncertain. For a more detailed discussion of our significant accounting policies, including those related to critical accounting estimates further discussed below, see Note 2 to the Consolidated Financial Statements.

Business Combinations

For a real estate acquisition accounted for as a business combination, we allocate the acquisition consideration (excluding acquisition costs) to the assets acquired, liabilities assumed, and noncontrolling interests at fair value as of the acquisition date. Any excess of the consideration transferred relative to the fair value of the net assets acquired is accounted for as goodwill. Acquisition costs related to business combinations are expensed as incurred.

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We make estimates as part of our process for allocating acquisition consideration to the various identifiable assets, liabilities, and noncontrolling interests based upon the relative fair value of each asset, liability, or noncontrolling interest. These fair values are determined using standard valuation methodologies, such as the cost, market, and income approach. These methodologies require various assumptions, including those of a market participant. We utilize available market information in our assessment, such as capitalization and discount rates and comparable sale transactions. The most significant components of our allocations are typically buildings as-if-vacant, land, and lease intangibles. In the case of allocating fair value to buildings and intangibles, our fair value estimates will affect the amount of depreciation and amortization we record over the estimated useful life of each asset acquired. In the case of allocating fair value to in-place leases, we make our best estimates based on our evaluation of the specific characteristics of each tenant’s lease. Factors considered include estimates of carrying costs during hypothetical expected lease-up periods, market conditions, and costs to execute similar leases. Our assumptions affect the amount of future revenue and/or depreciation and amortization expense that we will recognize over the remaining useful life for the acquired in-place leases.

Our fair value estimates for loans receivable and debt consider market-based information, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active (markets with few transactions), inputs other than quoted prices that are observable for the asset or liability (i.e., interest rates, yield curves, etc.) and inputs that are derived principally from or corroborated by observable market data correlation or other means (market corroborated inputs). Our fair value estimates for joint ventures consider ownership interests, subordination characteristics, redemption values, discounts for lack of control (as applicable), and hypothetical liquidation waterfalls.

Impairment of Long-Lived Assets

We assess the carrying value of our real estate assets and related intangibles (“real estate assets”) when events or changes in circumstances indicate that the carrying value may not be recoverable. Recoverability of real estate assets is measured by comparing the carrying amount of the real estate assets to the respective estimated future undiscounted cash flows. The estimated future undiscounted cash flows reflect external market factors, and based on the specific facts and circumstances, may be probability-weighted to reflect multiple possible cash-flow scenarios, including selling the assets at various points in the future. Additionally, the estimated future undiscounted cash flows are calculated utilizing the lowest level of identifiable cash flows that are largely independent of the cash flows of other assets and liabilities. In order to review our real estate assets for recoverability, we make assumptions such as those regarding external market conditions (including capitalization rates), forecasted cash flows (primarily lease revenue rates, expense rates, forecasted occupancy, and growth rates) and sales prices, and our intent with respect to holding or disposing of the asset. If our analysis indicates that the carrying value of the real estate assets is not recoverable on an estimated future undiscounted cash flow basis, we recognize an impairment charge for the amount by which the carrying value exceeds the fair value of the real estate assets.

Determining the fair value of real estate assets, including assets classified as held for sale, involves significant judgment and generally utilizes market capitalization rates, comparable market transactions, estimated per unit or per square foot prices, negotiations with prospective buyers, forecasted cash flows, and discount rates. Our ability to accurately predict future operating results and resulting cash flows, and estimate fair values, impacts the timing and recognition of impairments. While we believe our assumptions are reasonable, changes in these assumptions may have a material impact on our consolidated financial statements.

Impairment of Unconsolidated Joint Ventures

On a quarterly basis, we review our equity method investments for indicators of impairment. If an equity method investment shows indicators of impairment, we compare the fair value of the equity method investment to its carrying value. When we determine a decline in fair value below carrying value is other-than-temporary, an impairment is recorded. In our evaluation, we consider various factors, including the performance of each investment, our investment strategy, and market conditions, including the impact to market rents, capitalization rates, and supply and demand for rentable space.

The fair values of our equity method investments are determined based on discounted cash flows which are subjective and consider assumptions such as forecasted occupancy, market rents, capitalization rates, discount rates, expected capital expenditures, and land values. While we believe our assumptions are reasonable, changes in these assumptions may have a material impact on our consolidated financial statements.

Recent Accounting Pronouncements

See Note 2 to the Consolidated Financial Statements for the impact of new accounting standards.

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