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DOCHealthpeak Properties

Real estate · REIT · NYSE

Healthpeak Properties, Inc. is a Standard & Poor’s (“S&P”) 500 company that owns, operates, and develops high-quality real estate focused on healthcare discovery and delivery in the United States (“U.S.”). 10-K, Item 1

Headquarters
Denver, CO
CEO
Scott M. Brinker
Next results
around Feb 1, 2027
Compare with peers → Embed

19 paragraphs in Risk Factors of the 10-K filed Feb 3, 2026 with nothing like them in the 10-K filed Feb 4, 2025. Quoted exactly. Paragraphs that were only edited are under 10-K change.

Compared with the Risk Factors in the latest 10-K of the other 29 Real estate companies: a paragraph with at least half its words the same at another company is called similar, and the companies are listed under it. A paragraph most of them have is marked boilerplate. No line means no other company has one like it. This counts text; it does not say how serious a risk is.

•risks related to the pending Janus Living Offering and our relationship with Janus Living if the Janus Living Offering is completed; and

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Changes to regulatory, funding, staffing, trade, and other policies and actions by the U.S. political administration could adversely affect our business operations or the operations of our tenants or operators.

Similar paragraph at 1 of 29 other Real estate companies: ARE

Recent and ongoing changes in U.S. federal government policy have introduced uncertainty to the capital markets, as well as within our industry and the industries of our tenants and operators. These policy changes include, but are not limited to, workforce reductions at federal agencies; executive actions impacting National Institutes of Health (“NIH”) grant funding; changes to visa policies affecting the scientific workforce; efforts to cap NIH indirect cost reimbursements; tariffs and potential tariff actions; and changes to drug pricing policies. For example, recent policy shifts and administration priorities affecting research funding, drug pricing, drug review and approval processes, and tariffs, among other policies, have created uncertainty in the life science ecosystem in which our lab tenants operate. This uncertainty has adversely impacted, and in the future may adversely impact, the ability of life science companies obtain investor funding, which could lead to setbacks in research and development timelines, advancement of drug pipelines, or achievement of commercial viability. In addition, competitive international biotech sectors, including in China, supported by favorable regulatory conditions and costs there, may also divert research and development activity and investment away from the U.S., reducing long-term demand for domestic life science real estate. These policy shifts and other dynamics may affect our lab tenants’ ability to make rent payments to us or expand within our properties, which, as a result, could negatively impact our operating and financial results.

Furthermore, reductions in Medicaid spending and cuts to Medicaid provider rates, the expiration of health insurance subsidies under the Patient Protection and Affordable Care Act, along with the Health Care and Education Reconciliation Act of 2010 (collectively, the “Affordable Care Act”), other potential changes to federal reimbursement policies, and other potential policy initiatives focused on medical care, including site-neutral payments and changes to reimbursement for certain outpatient services, could reduce patient volumes, increase uncompensated care, and put downward pressure on reimbursement rates for hospitals and outpatient medical facilities, which could have an adverse effect on our tenants’, operators’, and borrowers’ liquidity, financial condition, or results of operations. In particular, reduced funding for entitlement programs such as Medicare and Medicaid could result in increased costs and fees for programs such as Medicare Advantage Plans and additional reductions in reimbursements to providers.

In general, facilities in non-expansion states face a significantly higher financial risk due to Medicare / Medicaid and Affordable Care Act provisions in the One Big Beautiful Bill Act (“OBBA”). An expansion state is a U.S. state that chose to expand its Medicaid program under the Affordable Care Act, thereby extending coverage to nearly all low-income adults up to 138% of the federal poverty level and becoming eligible for enhanced federal funding. In contrast, a non-expansion state is a state that did not expand its Medicaid program under the Affordable Care Act. As Affordable Care Act subsidies have expired, non-expansion states with higher numbers of individuals not eligible for Medicaid who can no longer rely on purchasing coverage from the Affordable Care Act marketplace will be disproportionately affected unless the subsidies are extended. Accordingly, facilities in non-expansion states could face challenges in meeting operational costs if patients/residents lose the ability to purchase Affordable Care Act coverage. Amendments to the Affordable Care Act in whole or in part and decisions by the Centers for Medicare and Medicaid Services could impact the delivery of services and benefits under Medicare, Medicaid, or Medicare Advantage Plans and could affect our tenants and operators and the manner in which they are reimbursed by such programs. Because our outpatient medical segment depends on stable, long-term occupancy by healthcare providers, such adverse changes in U.S. healthcare policy could adversely affect our operating and financial results.

Tariffs and potential tariff actions have also led to market volatility, higher construction costs, and supply chain disruptions, which could delay or increase the cost of our development projects and impair our access to capital.

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•significant funding requirements, including for rent payments due to us that may not be available;

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•new or emerging technologies, such as artificial intelligence and automation, that introduce advanced computational technologies into tenants’ research and development programs, which could accelerate and streamline a number of research and development functions and lead to a reconfiguration in space requirements by our tenants or decrease in demand for space over time.

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Risks Related to the Pending Janus Living Offering and Our Relationship with Janus Living if the Janus Living Offering is Completed

The pending Janus Living Offering may not be completed on the currently contemplated timeline or terms, or at all, and may not achieve the intended benefits.

In December 2025, we confidentially submitted a draft registration statement on Form S-11 to the SEC relating to the proposed Janus Living Offering. Although we expect to complete the Janus Living Offering in the first half of 2026, unforeseen developments, including related to market conditions, receipt of regulatory approvals, completion of related financings, completion of the SEC’s review, and other customary closing conditions, could delay or prevent the Janus Living Offering or cause it to occur on terms or conditions that are less favorable or different than anticipated. The conditions required to complete the Janus Living Offering may not be satisfied on the timeline anticipated or at all. In addition, expenses incurred to accomplish the Janus Living Offering could be significantly higher than we currently anticipate.

We may not realize the expected benefits of the Janus Living Offering, including due to macroeconomic trends that may increase operating costs; the effects of economic conditions and market conditions in the markets in which we operate and in which Janus Living will operate; our concentration of real estate investments in the healthcare property sector and Janus Living’s planned concentration of real estate investments in the senior housing sector, which makes us and Janus Living more vulnerable to a downturn in those specific sectors than if we and Janus Living invested across multiple sectors; or a lack of recognition by the market of the value of our senior housing portfolio. In addition, the Janus Living Offering may demand significant time and attention from our senior management and employees and may divert their attention from operating and growing our business.

We will have significant economic exposure to shifts in the price of Janus Living common stock and our ability to control the assets and activities of Janus Living may be limited.

Similar paragraph at 1 of 29 other Real estate companies: EQIX

Following the Janus Living Offering, we intend to externally manage and retain a substantial majority interest in Janus Living, with new public shareholders owning the remaining interest. We will also be entitled to nominate certain directors for election to Janus Living’s board of directors.

As the majority owner of Janus Living common stock, we will have a significant economic exposure to shifts in the price of Janus Living common stock, which may not correspond to the financial performance of Janus Living. As a publicly traded security, the market price and liquidity of the market for shares of Janus Living common stock may be significantly affected by numerous factors, including market volatility, some of which are beyond our control and the control of Janus Living and may not be directly related Janus Living operating performance. In the future, we may be unable to dispose of shares of Janus Living common stock on favorable terms, which may adversely affect the value we realize from our investment in Janus Living.

In addition, if we were to cease to serve as external manager to Janus Living, our ability to control the assets and activities of Janus Living may be limited. In such case, we may not be able to effectively mitigate our exposure to Janus Living’s financial condition and performance, which could adversely impact our business, results of operations and financial condition.

There are conflicts of interest in our relationship with Janus Living and our officers and/or directors who are also officers and/or directors of Janus Living.

We may be subject to conflicts of interest arising out of our relationship with Janus Living and our officers and/or directors who are also officers and/or directors of Janus Living. Transactions between us and Janus Living are subject to approval by the independent members of the board of directors of Janus Living.

Conflicts may include, without limitation conflicts arising from: the entry into transactions between us and Janus Living; enforcement of agreements between us and Janus Living; termination of the management agreement with Janus Living; and the amount of time that our officers and employees spend on our affairs versus Janus Living’s affairs. Our directors and officers have duties to our company under applicable Maryland law, and our directors and officers who are also directors or officers of Janus Living also have duties to Janus Living under applicable Maryland law. Those duties may come in conflict from time to time. Janus Living’s manager is our wholly owned indirect subsidiary. Our interests, as well as the interests of our stockholders, may differ from the interests of Janus Living’s stockholders in certain respects. In this regard, sales or other dispositions of Janus Living’s properties may have adverse tax implications for us, our affiliates and/or stockholders.

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New in the latest 10-Q

24 paragraphs in the 10-Q filed Nov 3, 2026 with nothing like them in the 10-Q filed Aug 5, 2026 (at least half the words must differ; new numbers alone do not count). Quoted exactly, grouped by the item heading above them. This is text that changed, not a judgement of how serious it is.

Financial statements and notes

Change in Supplemental Executive Retirement Plan obligation and other 74 71 221 212

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Total comprehensive (income) loss attributable to noncontrolling interests (19,424) (7,274) (35,870) (21,856)

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Total comprehensive income (loss) attributable to Healthpeak Properties, Inc. $ 34,787 $ (120,078) $ 301,709 $ (79,414)

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The following table summarizes senior housing communities acquired during the nine months ended September 30, 2026, excluding the JV Buyout discussed above:

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(1) Includes communities located in Illinois, Indiana, Kentucky, Missouri, Nebraska, and South Carolina.

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The Company completed $ 432 million of acquisitions subsequent to September 30, 2026, which included seven senior housing communities.

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In September 2026, the Company paid $ 105 million to acquire the senior construction loan secured by a two -building lab campus in San Diego, California (“HQ Point”) and subsequently obtained 100 % ownership of HQ Point (the “HQ Point Buyout”). Prior to the HQ Point Buyout, the Company held an interest in HQ Point through a preferred equity investment (the “HQ Point Preferred Equity Investment”). As a result of the HQ Point Buyout, during the three months ended September 30, 2026, the Company began consolidating HQ Point and derecognized the HQ Point Preferred Equity Investment. See Note 7 for further information. The fair value of HQ Point was determined using standard valuation methodologies, including market and income approaches, including market comparable data, which are considered to be a Level 3 measurement within the fair value hierarchy.

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The Brookfield JV transaction was accounted for as an issuance of a noncontrolling interest in a consolidated subsidiary without a loss of control. Brookfield’s initial capital contribution was recognized as a noncontrolling interest within the Consolidated Balance Sheets and the Consolidated Statements of Equity and Redeemable Noncontrolling Interests. Direct and incremental transaction costs are recorded as a reduction of equity offsetting the proceeds raised.

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The Company allocates income and loss attributable to the noncontrolling interest taking into account the contractual terms, economic substance, any capital transactions of the Brookfield JV, and Brookfield’s net annual rate of return.

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In October 2026, the Company entered into a $ 20 million mezzanine loan commitment used to finance outpatient medical acquisitions, of which $ 5 million was funded at closing. The loan matures in 2031 and has a fixed interest rate of 10.0 % for the first four years which increases to 10.5 % thereafter.

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In September 2026, the Company paid $ 105 million to acquire the senior construction loan secured by the campus and subsequently obtained 100 % ownership of HQ Point, resulting in consolidation of the two lab buildings (see Note 3).

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The Company reviews its investments in unconsolidated joint ventures for indicators of impairment on a quarterly basis and records an impairment charge when a decline in the fair value below the carrying value has been determined to be other-than-temporary. During the three months ended September 30, 2025, indicators of impairment were identified related to the cumulative impact of depressed biotechnology capital raising, lower market rents, increased capitalization rates, and oversupply affecting the life science industry. These conditions were a shift since the time of formation of the South San Francisco JVs, a period marked by historically low interest rates coupled with market rents and valuations at or near industry highs when the JV partner acquired its 30 % interest. As the South San Francisco JVs at the time included completed and in-process redevelopment properties, these economic conditions resulted in an increase to the timeframe required to reach stabilized occupancy and changes to management’s estimates of market rents upon completion of redevelopment activities. Additionally, there was a shift in development plans of the Needham Land Parcel JV from a life science development to a mixed-use project, resulting in an extended timeline and delayed project commencement.

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These circumstances contributed to a sustained decrease in the value of these investments. During the three months ended September 30, 2025, the Company determined that the length of time and extent of the decline in fair values below carrying values represented other-than-temporary impairments. Accordingly, during the three months ended September 30, 2025, the Company recorded impairment charges of $ 169 million related to its investments in the South San Francisco JVs and $ 7 million related to its investment in the Needham Land Parcel JV, net of a $ 2 million income tax benefit. These impairment charges were recognized in equity income (loss) from unconsolidated joint ventures in the Consolidated Statements of Operations. The discounted cash flow models utilized to determine the impairment charges were considered Level 3 measurements within the fair value hierarchy. These discounted cash flow models utilized the following key assumptions: (i) forecasted occupancy and market rents, (ii) a terminal capitalization rate of 6.50 %, (iii) discount rates ranging from 7.50 % to 8.75 %, with a weighted average of 7.95 % (weighted by each property’s relative fair value), (iv) expected capital expenditures, and (v) specific to Needham Land Parcel JV, land values based on a comparable sales approach.

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In addition to the Janus Living Management Fee due from Janus Living as discussed above, as of September 30, 2026, Healthpeak had $ 99 thousand due from Janus Living, primarily related to third-party expenses initially paid by Healthpeak that are reimbursable under the Healthpeak Management Agreement. These amounts were recognized as a receivable and eliminated upon consolidation and are non-interest bearing and settled in cash in the ordinary course of business.

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• In September 2026, we paid $105 million to acquire the senior construction loan secured by a two-building lab campus in San Diego, California and subsequently obtained 100% ownership of the campus (the “HQ Point Buyout”).

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• In September 2026, we amended and restated the Janus Living Credit Facilities to increase the Janus Living Revolving Credit Facility commitment to $1.25 billion. The amended and restated Janus Living Credit Facilities also includes an accordion feature that permits us to increase the revolving commitments and/or add incremental term loans in an aggregate amount of $500 million, subject to customary requirements, such as obtaining additional lender commitments (the “Janus Living Term Loans”). The amended and restated Janus Living Credit Facilities also terminated the $100 million Janus Living Delayed Draw Term Loan, prior to Janus Living drawing on the Delayed Draw Term Loan. Inclusive of the $500 million accordion option, these changes increased the aggregate amount under the Janus Living Credit Facilities to $1.75 billion. As of September 30, 2026, there were no outstanding borrowings under the Janus Living Credit Facilities.

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• a decrease in other-than-temporary impairment charges, which were recognized in 2025 related to two lab unconsolidated joint ventures;

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• a decrease in other-than-temporary impairment charges, which were recognized in 2025 related to two lab unconsolidated joint ventures;

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Other information

On October 28, 2026 (the “Closing Date”), the Company, along with Healthpeak OP, DOC DR Holdco, LLC, DOC DR OP Sub and the lenders party thereto and Bank of America, N.A., as administrative agent, executed an amendment to the Term Loan Agreement (the “Amendment”).

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Pursuant to the Amendment, Healthpeak OP obtained senior unsecured delayed draw term loan commitments in an aggregate principal amount of $500 million (the “Incremental DDTL Facility”). The Incremental DDTL Facility is available to be drawn through July 2027 and has a stated maturity of four years. Loans outstanding under the Incremental DDTL Facility bear interest at an annual rate equal to (a) the applicable margin, plus (b) at Healthpeak OP’s option, (x) the base rate, (y) a forward-looking term rate based on the secured overnight financing rate as administered by the Federal Reserve Bank of New York (“Term SOFR”) or (z) the daily secured overnight financing rate as administered by the Federal Reserve Bank of New York (“Daily SOFR”), subject to a floor of, in the case of base rate, 1.00% and in the case of Term SOFR and Daily SOFR, 0.00%. The applicable margin under the Incremental DDTL Facility ranges from 0.00% to 0.55% for base rate loans and 0.70% to 1.55% for Term SOFR or Daily SOFR loans, in each case, based on the non-credit enhanced, senior unsecured long-term debt ratings of Healthpeak OP (“Debt Ratings”). Based on Healthpeak OP’s current Debt Ratings, the applicable margin is initially 0.00% for base rate loans and 0.80% for Term SOFR and Daily SOFR loans. The Incremental DDTL Facility is guaranteed by the Company, DOC DR Holdco and DOC DR OP Sub and is subject to customary affirmative and negative covenants.

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Additionally, the maximum aggregate borrowing capacity under the Term Loan Agreement was increased from $2.0 billion to $2.75 billion (the “Incremental Increase”). As of the Closing Date after giving effect to the Amendment and including the available commitments under the Incremental DDTL Facility, unused borrowing capacity under the Healthpeak Term Loan Credit Agreement is equal to $1.5 billion.

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The foregoing summary of the Amendment is qualified in its entirety by reference to the full text of the Amendment, which is filed herewith as Exhibit 10.1 and is incorporated by reference herein.

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Item 6

10.1*† Amendment No. 6 to Term Loan Agreement, dated October 28, 2026, by and among Healthpeak OP, LLC, Healthpeak Properties, Inc. DOC DR Holdco, LLC, DOC DR, LLC, the lenders listed therein, and Bank of America, N.A., as administrative agent.

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† Certain schedules and exhibits have been omitted from this filing pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request.

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The 10-Q's risk factors against the 10-K

Item 1A of the 10-Q filed Nov 3, 2026 against Item 1A of the 10-K filed Feb 3, 2026. A 10-Q repeats only the risks that changed, so a 10-K paragraph that is missing from it is not counted as removed. Added is a paragraph with nothing like it in the 10-K, Reworded a sentence that is in both with several words changed, Quiet changes a sentence in both where one to four words changed and one is a hedge or a modal (cut words struck through, new words highlighted and underlined). Text on the page, not a score; each links to the filing at sec.gov.

What the 10-Q itself says about its risk factors:
We have described in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, the primary risk factors that could materially affect our business, financial condition, or future results. There have been no material changes to those risk factors.

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1 paragraph in the 10-Q's Item 1A, and none of them adds, rewords or quietly edits a paragraph of the 10-K's.

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