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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

10-K 0001628280-26-005044 (2026-02-03) vs 10-K 0001628280-25-003748 (2025-02-04)

SectionCompared textWords nowChanged
Risk FactorsItem 1A19,520 10.1%
MD&AItem 713,854 27.7%
Legal ProceedingsItem 3, via Note 12 – Commitments and Contingencies839 9.0%
Accounting PoliciesItem 8, Note 2 – Summary of Significant Accounting Policies7,837 11.9%

The redline: what was cut and what was added

In each section, the paragraph that changed most, marked against last year's 10-K: cut words struck through, new words highlighted and underlined.

MD&A 281 words changed in this paragraph; it is 64% similar to last year's version.
Adjusted FFO (“AFFO”). AFFO is defined as FFO as Adjusted after excluding the impact of the following: (i) stock-based compensation amortization expense, (ii) amortization of deferred financing costs and debt discounts (premiums), (iii) straight-line rents, (iv) deferred income taxes, (v) amortization of above (below) market lease intangibles, net, (vi) non-refundable entrance fees collected in excess of (less than) the related amortization, and (vii) other AFFO adjustments, which include: (a) lease incentive amortization (reduction of straight-line rents), (b) actuarial reserves for insurance claims that have been incurred but not reported, and (c) amortization of deferred revenues, excluding amounts amortized into rental income that are associated with tenant funded improvements owned/recognized by us and up-front cash payments made by tenants to reduce their contractual rents. Also, AFFO is computed after deducting recurring capital expenditures, including second generation leasing costs and second generation tenant and capital improvements (“AFFO capital expenditures”). All adjustments are reflective of our pro rata share of both our consolidated and unconsolidated joint ventures (reported in “other AFFO adjustments”). We reflect our share of AFFO for unconsolidated joint ventures by applying our actual ownership percentage for the period to the applicable reconciling items on an entity by entity basis. We reflect our share for consolidated joint ventures in which we do not own 100% of the equity by adjusting our AFFO to remove the third-party ownership share of the applicable reconciling items based on actual ownership percentage for the applicable periods. See “Nareit FFO” above for further disclosures regarding our use of pro rata share information and its limitations. We believe AFFO is an alternative run-rate performance measure that improves the understanding of our operating results among investors and makes comparisons with: (i) expected results, (ii) results of previous periods, and (iii) results among REITs more meaningful. AFFO does not represent cash generated from operating activities determined in accordance with GAAP and is not indicative of cash available to fund cash needs as it excludes the following items which generally flow through our cash flows from operating activities: (i) adjustments for changes in working capital or the actual timing of the payment of income or expense items that are accrued in the period, (ii) transaction-related costs, (iii) litigation settlement expenses, and (iv) restructuring and severance-related charges. Furthermore, AFFO is adjusted for recurring capital expenditures, which are generally not considered when determining cash flows from operations or liquidity. Other REITs or real estate companies may use different methodologies for calculating AFFO, and accordingly, our AFFO may not be comparable to those reported by other REITs. Management believes AFFO provides a meaningful supplemental measure of our performance and is frequently used by analysts, investors, and other interested parties in the evaluation of our performance as a REIT, and by presenting AFFO, we are assisting these parties in their evaluation. AFFO is a non-GAAP supplemental financial measure and should not be considered as an alternative to net income (loss) determined in accordance with GAAP and should only be considered together with and as a supplement to our financial information prepared in accordance with GAAP. For a reconciliation of net income (loss) to AFFO and other relevant disclosures, refer to “Non-GAAP Financial Measures Reconciliations” below.

Source: Item 7, 10-K 0001628280-26-005044 vs Item 7, 10-K 0001628280-25-003748

Risk Factors 241 words changed in this paragraph; it is 33% similar to last year's version.
Congressional consideration Furthermore, reductions in Medicaid spending and cuts to Medicaid provider rates, the expiration of legislation pertaining to health insurance subsidies under the federal debt ceiling, the Patient Protection and Affordable Care Act, tax reform, along with the Health Care and entitlement programs, 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 physicians, hospitals and outpatient medical facilities, which could have a material 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 would could result in increased costs and fees for programs such as Medicare Advantage Plans and additional reductions in reimbursements to providers. Amendments to the Affordable Care Act in whole or in part and decisions by the Centers for Medicare and Medicaid Services could impact the delivery of services and benefits under Medicare, Medicaid, or Medicare Advantage Plans and could affect our tenants and operators and the manner in which they are reimbursed by such programs. Any shutdown of the federal government that delays or disrupts payments or any other material adverse effect on payments to our tenants, operators, or borrowers could adversely affect their ability to satisfy their obligations to us and could have a material adverse effect on us. In addition, changes in federal, state, or local laws affecting the healthcare or life sciences industries, particularly that apply to REITs, or changes in the scope, interpretation, or enforcement of the related regulatory frameworks could adversely affect us or our tenants, operators, or borrowers.

Source: Item 1A, 10-K 0001628280-26-005044 vs Item 1A, 10-K 0001628280-25-003748

Accounting Policies 97 words changed in this paragraph; it is 45% similar to last year's version.
The Company’s fair values of its equity method investments are determined based on discounted cash flow models that include all estimated cash inflows and outflows over a specified holding period and, where applicable, any estimated debt premiums or discounts. Capitalization These fair values are typically determined using an income approach and/or a market approach (comparable sales model), which rely on certain assumptions by management. Determining the fair value of these investments may involve significant judgment to develop forecasted cash flows which utilize observable and unobservable inputs such as market rents, expense rates, forecasted occupancy, capitalization rates, discount rates, expected capital expenditures, and credit spreads utilized in these valuation models are based on assumptions that the Company believes to be within a reasonable range of current market rates for the respective investments. comparable sales data, among other things.

Source: Item 8, Note 2 – Summary of Significant Accounting Policies, 10-K 0001628280-26-005044 vs Item 8, Note 2 – Summary of Significant Accounting Policies, 10-K 0001628280-25-003748

Legal Proceedings 9 words changed in this paragraph; it is 98% similar to last year's version.
In connection with the formation of DownREITs, members may contribute appreciated real estate to a DownREIT in exchange for DownREIT units. These contributions are generally tax-deferred, so that the pre-contribution gain related to the property is not taxed to the member. However, if a contributed property is later sold by the DownREIT, the unamortized pre-contribution gain that exists at the date of sale is specifically allocated and taxed to the contributing members. In many of the DownREITs, the Company has entered into indemnification agreements with those members who contributed appreciated property into the DownREIT. Under these indemnification agreements, if any of the appreciated real estate contributed by the members is sold by the DownREIT in a taxable transaction within a specified number of years, the Company will reimburse the affected members for the federal and state income taxes associated with the pre-contribution gain that is specially allocated to the affected member under the Internal Revenue Code (“make-whole payments”). These make-whole payments include a tax gross-up provision. As of December 31, 2024, 2025, the Company had indemnification agreements on a total of 41 28 properties within its DownREITs. In January 2025, indemnification agreements on 13 properties expired.

Source: Item 3, via Note 12 – Commitments and Contingencies, 10-K 0001628280-26-005044 vs Item 3, via Note 12 – Commitments and Contingencies, 10-K 0001628280-25-003748

Every change, by type

Sentences and paragraphs of DOC's Risk Factors and MD&A, 10-K 2026-02-03 against 10-K 2025-02-04. Each links to the text at sec.gov.

Quiet changes are sentences kept from last year with one to four words changed, at least one of them a hedge, a modal or a qualifier (may, could, will, not, significant, material…). A year or date rolling forward is not counted.

The full word listadverse, adversely, all, although, anticipate, anticipates, any, approximately, believe, believes, can, cannot, certain, could, expect, expects, generally, however, if, intend, intends, largely, likely, many, material, materially, may, might, most, must, never, no, not, possible, primarily, probable, should, significant, significantly, some, substantial, substantially, unlikely, will, would

AddedRisk Factors
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.

Read it in 10-K 2026-02-03 at sec.gov ↗

AddedRisk Factors
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.

Read it in 10-K 2026-02-03 at sec.gov ↗

AddedRisk Factors
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.

Read it in 10-K 2026-02-03 at sec.gov ↗

AddedRisk Factors
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.

Read it in 10-K 2026-02-03 at sec.gov ↗

AddedRisk Factors
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.

Read it in 10-K 2026-02-03 at sec.gov ↗

AddedRisk Factors
•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.

Read it in 10-K 2026-02-03 at sec.gov ↗

AddedRisk Factors
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.

Read it in 10-K 2026-02-03 at sec.gov ↗

AddedRisk Factors
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.

Read it in 10-K 2026-02-03 at sec.gov ↗

AddedRisk Factors
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.

Read it in 10-K 2026-02-03 at sec.gov ↗

RemovedRisk Factors
We invest significant time in developing, maintaining, and expanding relationships with both new and existing hospital and health system clients. If we fail to maintain these relationships, including through a lack of responsiveness, failure to adapt to the current market, or employment of individuals with inadequate experience, our reputation and relationships will be harmed and we may lose business to competitors, which could have a material adverse effect on us.

Read it in 10-K 2025-02-04 at sec.gov ↗

RemovedRisk Factors
Under certain leases, a portion of the tenant’s rental payment to us is based on the property’s revenues (i.e., contingent rent). If a tenant’s revenue at a rental property with contingent rent declines, our rental revenues would decrease.

Read it in 10-K 2025-02-04 at sec.gov ↗

RemovedRisk Factors
We could be negatively impacted by legislation to address federal government operations and administrative decisions affecting the Centers for Medicare and Medicaid Services or other legislative or regulatory changes affecting REITs or the industries in which we operate.

Read it in 10-K 2025-02-04 at sec.gov ↗

RemovedRisk Factors
Congressional consideration of legislation pertaining to the federal debt ceiling, the Affordable Care Act, tax reform, and entitlement programs, including reimbursement rates for physicians, could have a material adverse effect on our tenants’, operators’, and borrowers’ liquidity, financial condition, or results of operations. In particular, reduced funding for entitlement programs such as Medicare and Medicaid would result in increased costs and fees for programs such as Medicare Advantage Plans and additional reductions in reimbursements to providers. Amendments to the Affordable Care Act in whole or in part and decisions by the Centers for Medicare and Medicaid Services could impact the delivery of services and benefits under Medicare, Medicaid, or Medicare Advantage Plans and could affect our tenants and operators and the manner in which they are reimbursed by such programs. Any shutdown of the federal government that delays or disrupts payments or any other material adverse effect on payments to our tenants, operators, or borrowers could adversely affect their ability to satisfy their obligations to us and could have a material adverse effect on us. In addition, changes in federal, state, or local laws affecting the healthcare or life sciences industries, particularly that apply to REITs, or changes in the scope, interpretation, or enforcement of the related regulatory frameworks could adversely affect us or our tenants, operators, or borrowers.

Read it in 10-K 2025-02-04 at sec.gov ↗

RemovedRisk Factors
Changes in federal, state, or local laws or regulations may limit our opportunities to participate in the ownership of, or investment in, healthcare real estate.

Read it in 10-K 2025-02-04 at sec.gov ↗

RemovedRisk Factors
We may be unable to fully integrate the operations of the Company and Physicians Realty Trust successfully and realize the anticipated synergies of the Merger and benefits of property management internalization or do so within the anticipated time frame.

Read it in 10-K 2025-02-04 at sec.gov ↗

RemovedRisk Factors
We have benefited from, and expect to continue to benefit from, the synergies from our Merger with Physicians Realty Trust as a result of (i) the elimination of duplicative costs associated with supporting an additional public company platform, (ii) internalization of the property management function, and (iii) leveraging state-of-the-art technology and systems. However, we continue to devote significant management attention and resources to integrating the operations of the Company and Physicians Realty Trust and internalizing the property management function. Potential difficulties we may encounter in the ongoing integration process include the following:

Read it in 10-K 2025-02-04 at sec.gov ↗

RemovedRisk Factors
•the inability to successfully combine the operations of the Company and Physicians Realty Trust, including the integration of employees, customer records and maintaining cybersecurity protections, in a manner that permits us to achieve the cost savings anticipated from the Merger, which would result in the anticipated benefits of the Merger not being realized in the time frame currently anticipated or at all;

Read it in 10-K 2025-02-04 at sec.gov ↗

RemovedRisk Factors
•the complexities associated with managing the combined businesses out of different locations and integrating personnel from the two companies;

Read it in 10-K 2025-02-04 at sec.gov ↗

RewordedRisk Factors
These macroeconomic trends may also negatively impact consumer confidence and spending and have been exacerbated at times by higher interest rates, domestic and international policy shifts; uncertainty in the regulatory landscape in which we, our tenants, and our operators operate; supply chain disruptions, disruptions; geopolitical conflicts, conflicts; federal government deficits, responses to the Covid pandemic, deficits; and other international and domestic events impacting the macroeconomic environment.

Read it in 10-K 2026-02-03 at sec.gov ↗

RewordedRisk Factors
The legal requirements relating to AI continue to evolve and remain uncertain, including how legal developments could impact our business and ability to enforce our proprietary rights or protect against infringement of those rights. rights, and may expose us to claims, inquiries, demands and proceedings by private parties and global regulatory authorities and subject us to legal liability as well as reputational harm.

Read it in 10-K 2026-02-03 at sec.gov ↗

RewordedRisk Factors
In addition, such downturns Such events impacting the healthcare property sector could have a material adverse effect on our ability to participate in the ownership of or investment in healthcare real estate, the value of our properties and properties, or our ability to sell properties at prices or on terms acceptable or favorable to us.

Read it in 10-K 2026-02-03 at sec.gov ↗

RewordedRisk Factors
We depend on real estate investments, particularly in the healthcare property sector, making us more vulnerable to events affecting the healthcare property sector, including a downturn or slowdown in that specific sector than if we were investing across multiple sectors. sector, or laws affecting REIT ownership of healthcare properties.

Read it in 10-K 2026-02-03 at sec.gov ↗

RewordedRisk Factors
We currently have and may incur additional debt obligations that have variable interest rates and related payments that vary with the movement of certain indices, and we may not be able to offset additional costs caused by inflation, higher interest rates, or other macroeconomic trends by passing them through, or increasing the rates we charge, to tenants and residents.

Read it in 10-K 2026-02-03 at sec.gov ↗

RewordedRisk Factors
Epidemics, pandemics, or other widespread or localized infectious diseases, including future outbreaks of Covid and its variants, disease outbreaks, as well as both future widespread and localized outbreaks of infectious diseases and other health concerns, and the health and safety measures taken to reduce the spread or lessen the impact, could cause a material disruption to our industry or deteriorate the economy as a whole.

Read it in 10-K 2026-02-03 at sec.gov ↗

RewordedRisk Factors
We may use generative artificial intelligence and/or machine learning (collectively, “AI”) tools in our operations. investment and capital allocation decisions and operations, including commercially available AI applications or AI features available through our existing software or technology platforms.

Read it in 10-K 2026-02-03 at sec.gov ↗

RewordedRisk Factors
Our tenants, operators, and borrowers across our segments are subject to or impacted by extensive, frequently changing federal, state, and local laws and regulations; see “Item 1, Business—Government Regulation, Licensing and Enforcement—Healthcare Licensure and Certificate of Need” for a discussion of certain of these laws and regulations.

Read it in 10-K 2026-02-03 at sec.gov ↗

RewordedRisk Factors
If venture capital firms, private investors, the public markets, companies in the life science industry, the government, or other sources of funding are difficult to obtain or unavailable to support our tenants’ activities, including as a result of changes to regulatory policies and actions by the U.S. political administration (including those described earlier), general economic conditions or conditions, adverse market conditions conditions, or uncertainty that negatively impact our tenants’ ability to raise capital, our tenants’ business would be adversely affected or could fail.

Read it in 10-K 2026-02-03 at sec.gov ↗

RewordedRisk Factors
The FOMC may maintain not reduce the federal funds rate in the amounts or on the timeline currently anticipated, which could result in a higher federal funds rate for a longer period of time, or the FOMC may determine to raise the federal funds rate again, either of which would likely lead to higher short-term interest rates and the possibility of lower asset values, slowing economic growth and increasing the possibility of a recession.

Read it in 10-K 2026-02-03 at sec.gov ↗

RewordedRisk Factors
In recent periods, many of our costs, including labor costs, construction costs, borrowing, construction, labor, utilities, and other operating and administrative costs, have been adversely affected by macroeconomic trends, including higher interest rates, inflation, price volatility, declines in economic growth rates, and changes in unemployment. unemployment, among other factors.

Read it in 10-K 2026-02-03 at sec.gov ↗

RewordedRisk Factors
If our lab tenants’ businesses are adversely affected, they may fail be unable to make meet their rent payments financial obligations to us, us or expand within our properties, which could have a material adverse effect on our business, results of operations, and financial condition.

Read it in 10-K 2026-02-03 at sec.gov ↗

Quiet changesRisk Factors
In addition, the presence of contamination or the failure to remediate contamination may materially adversely affect our ability to use, develop, sell, or lease the property or to borrow using the property as collateral.

Read it in 10-K 2026-02-03 at sec.gov ↗

Quiet changesRisk Factors
PRF program terms and conditions include included limitations and requirements governing use of PRF funds, implementation of controls, retention of records, audit and reporting to governmental authorities, and other PRF program requirements, the interpretation of which may could change over time.

Read it in 10-K 2026-02-03 at sec.gov ↗

AddedMD&A
•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%.

Read it in 10-K 2026-02-03 at sec.gov ↗

AddedMD&A
•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%.

Read it in 10-K 2026-02-03 at sec.gov ↗

AddedMD&A
•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.

Read it in 10-K 2026-02-03 at sec.gov ↗

AddedMD&A
•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.

Read it in 10-K 2026-02-03 at sec.gov ↗

AddedMD&A
•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.

Read it in 10-K 2026-02-03 at sec.gov ↗

AddedMD&A
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

Read it in 10-K 2026-02-03 at sec.gov ↗

AddedMD&A
•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

Read it in 10-K 2026-02-03 at sec.gov ↗

AddedMD&A
(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.

Read it in 10-K 2026-02-03 at sec.gov ↗

RemovedMD&A
•In April 2024, we exercised our option to buy out four redeemable noncontrolling interests, made aggregate cash payments for the total redemption value of $53 million to the related noncontrolling interest holders, and acquired the redeemable noncontrolling interests associated with these entities.

Read it in 10-K 2025-02-04 at sec.gov ↗

RemovedMD&A
•In March 2024, we executed a $750 million five year unsecured term loan (the “2029 Term Loan”) as an incremental facility under the term loan agreement. In January 2024, we entered into forward-starting interest rate swap instruments on the 2029 Term Loan which are designated as cash flow hedges and establish a blended fixed effective interest rate of 4.66%.

Read it in 10-K 2025-02-04 at sec.gov ↗

RemovedMD&A
•During the year ended December 31, 2024, we executed an early lease renewal for approximately 2 million square feet leased by CommonSpirit Health, which is subject to a master agreement, which extended the weighted average lease term of existing leases from July 2027 to December 2035, amended the contractual rents to current market rates, and increased the annual contractual lease escalations from 2.5% to 3.0%.

Read it in 10-K 2025-02-04 at sec.gov ↗

RemovedMD&A
FFO as Adjusted. In addition, we present Nareit FFO on an adjusted basis before the impact of non-comparable items including, but not limited to, transaction and merger-related items, other impairments (recoveries) and other losses (gains), restructuring and severance-related charges, prepayment costs (benefits) associated with early retirement or payment of debt, litigation costs (recoveries), casualty-related charges (recoveries), deferred tax asset valuation allowances, and changes in tax legislation (“FFO as Adjusted”). These adjustments are net of tax, when applicable, and are reflective of our share of our joint

Read it in 10-K 2025-02-04 at sec.gov ↗

RemovedMD&A
Year Ended December 31, 2024 2023 Change Interest income and other $ 44,778 $ 21,781 $ 22,997 Interest expense 280,430 200,331 80,099 Depreciation and amortization 1,057,205 749,901 307,304 General and administrative 97,162 95,132 2,030 Transaction and merger-related costs 132,685 17,515 115,170 Impairments and loan loss reserves (recoveries), net 22,978 (5,601) 28,579 Gain (loss) on sales of real estate, net 178,695 86,463 92,232 Other income (expense), net 59,345 6,808 52,537 Income tax benefit (expense) (4,350) 9,617 (13,967) Equity income (loss) from unconsolidated joint ventures (1,515) 10,204 (11,719) Noncontrolling interests’ share in continuing operations (24,161) (28,748) 4,587

Read it in 10-K 2025-02-04 at sec.gov ↗

RemovedMD&A
Operating, investing, and financing cash flows in our Consolidated Statements of Cash Flows are reported inclusive of both cash flows from continuing operations and cash flows from discontinued operations. Certain significant cash flows from discontinued operations are disclosed in Note 18 to the Consolidated Financial Statements.

Read it in 10-K 2025-02-04 at sec.gov ↗

RemovedMD&A
In December 2024, we amended our Revolving Facility to extend the maturity date to January 2029, which may be further extended pursuant to two six-month extension options, subject to certain customary conditions.

Read it in 10-K 2025-02-04 at sec.gov ↗

RemovedMD&A
In January 2024, we entered into forward-starting interest rate swap instruments that are designated as cash flow hedges that effectively established a fixed interest rate for the 2029 Term Loan at a blended effective interest rate of 4.66%. Additionally, on March 1, 2024, in connection with the consummation of the Merger, we acquired: (i) three interest rate swap instruments that are designated as cash flow hedges that effectively establish a fixed interest rate for the 2028 Term Loan at a blended effective interest rate of 4.44% and (ii) one interest rate swap instrument on $36 million of variable rate mortgage debt that was designated as a cash flow hedge prior to the maturity of the interest rate swap instrument in October 2024.

Read it in 10-K 2025-02-04 at sec.gov ↗

RemovedMD&A
Pursuant to the terms set forth in the Merger Agreement, on the Closing Date, each outstanding share of Physicians Realty Trust (other than Physicians Realty Trust common shares that were canceled in accordance with the Merger Agreement) automatically converted into the right to receive 0.674 shares of our common stock. Based on the number of outstanding Physicians Realty Trust common shares as of the Closing Date, we issued 162 million shares of our common stock. Refer to Note 3 to the Consolidated Financial Statements for additional information regarding the Merger.

Read it in 10-K 2025-02-04 at sec.gov ↗

RewordedMD&A
(i) a portion of two three lab development projects with total project costs of $83 $162 million, (ii) two outpatient medical development projects with total project costs of $62 $73 million, (iii) one outpatient medical two lab development project buildings held in a consolidated joint venture our unconsolidated Callan Ridge JV of which our share of total project costs was $22 $63 million, (iv) one a portion of two outpatient medical development projects with total project costs of $32 million, (v) two lab redevelopment building buildings held in one of our unconsolidated South San Francisco JVs of which our share of total project costs was $15 $26 million, (v) (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 lab outpatient medical redevelopment project with total project costs of $14 million, (vi) a portion of one lab redevelopment project with total project costs of $13 million, and (vii) a portion of one lab redevelopment building held in one of our unconsolidated South San Francisco JVs of which our share of total project costs was $9 $12 million.

Read it in 10-K 2026-02-03 at sec.gov ↗

RewordedMD&A
Transaction Transaction, merger, and merger-related items(3) restructuring-related costs(4) $ 25,520 $ 115,105 $ 13,835 $ 4,788 15,203 Other impairments (recoveries) and other losses (gains), net(4) net(5) (651) 9,381 (3,850) 3,829 Restructuring and severance-related charges(5) — 1,368 32,749 Casualty-related charges (recoveries), net(6) (1,594) 25,848 (4,033) 4,401 Recognition (reversal) of valuation allowance on deferred tax assets(7) — (11,196) (14,194) — Total adjustments $ 23,275 $ 139,138 $ (6,874) $ 45,767 FFO as Adjusted applicable to common shares $ 1,292,256 $ 1,231,868 $ 978,306 $ 940,933 Distributions on dilutive convertible units and other 18,192 16,061 9,402 9,326 Diluted FFO as Adjusted applicable to common shares $ 1,310,448 $ 1,247,929 $ 987,708 $ 950,259 FFO as Adjusted applicable to common shares $ 1,292,256 $ 1,231,868 $ 978,306 $ 940,933 Stock-based compensation amortization expense 14,410 15,543 14,480 16,537 Amortization of deferred financing costs and debt discounts (premiums) 31,907 28,974 11,916 10,881 Straight-line rents(8) (39,190) (41,276) (14,387) (49,183) AFFO capital expenditures (133,951) (115,784) (113,596) (108,510) CCRC Life plan community entrance fees(9) fees 53,805 53,697 43,453 22,095 Deferred income taxes 7,728 6,176 (816) (4,096) Amortization of above (below) market lease intangibles, net (36,747) (30,755) (25,791) (23,380) Other AFFO adjustments (6,650) (7,778) (9,335) 520 AFFO applicable to common shares 1,183,568 1,140,665 884,230 805,797 Distributions on dilutive convertible units and other 18,210 16,211 6,581 6,594 Diluted AFFO applicable to common shares(9) shares $ 1,201,778 $ 1,156,876 $ 890,811 $ 812,391

Read it in 10-K 2026-02-03 at sec.gov ↗

RewordedMD&A
These events include include, but are not limited to 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 changes funding in the life science industry; and actions by the U.S. political administration, which could administration and regulatory agencies that affect healthcare policy, life science research and innovation, labor supply, procurement and construction costs, and general economic conditions, among other things. conditions (such as budget reconciliation actions, tariff actions, changes in healthcare regulation, decreases in government funding and staffing, and immigration reform).

Read it in 10-K 2026-02-03 at sec.gov ↗

RewordedMD&A
(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, (ii) (iv) borrowings under the 2029 Term Loan, which closed in March 2024, and (iii) senior unsecured notes issued in January and May 2023, partially offset by lower (v) higher borrowings on under the commercial paper program. program, partially offset by:

Read it in 10-K 2026-02-03 at sec.gov ↗

RewordedMD&A
(i) higher net repayments 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 2022 Share Repurchase Program, (iii) an increase in dividends paid on common stock, share repurchase programs, (iv) cash used lower distributions to buy out four redeemable noncontrolling interests in April 2024, and interests, (v) an increase in lower payments for deferred financing costs. costs, and (vi) higher contributions from noncontrolling interests.

Read it in 10-K 2026-02-03 at sec.gov ↗

RewordedMD&A
(i) impairment charges associated with an asset impaired under the held for sale model that was recognized in 2024 and (ii) an increase a decrease in loan loss reserves under the current expected credit losses model, which is primarily due to (i) reserves recognized in 2024 on secured loans and mezzanine loans receivable acquired as part of the Merger. 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.

Read it in 10-K 2026-02-03 at sec.gov ↗

RewordedMD&A
(i) debt assumed as part of the Merger, including $1.25 billion aggregate principal amount of senior unsecured notes, $400 million aggregate principal amount of the 2028 Term Loan, and $128 million aggregate principal amount of mortgage debt, (ii) borrowings under the 2029 Term Loan, which closed in March 2024, and (iii) the issuance of $500 million aggregate principal amount of 5.38% senior unsecured notes issued due 2035, which closed in January 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 May 2023, partially offset by lower (v) higher borrowings on under the commercial paper program. program;

Read it in 10-K 2026-02-03 at sec.gov ↗

RewordedMD&A
Year Ended December 31, 2025 2024 2023 2022 Net income (loss) applicable to common shares $ 70,513 $ 242,384 $ 304,284 $ 497,792 Real estate related depreciation and amortization 1,058,865 1,057,205 749,901 710,569 Healthpeak’s share of real estate related depreciation and amortization from unconsolidated joint ventures 50,110 44,961 24,800 27,691 Noncontrolling interests’ share of real estate related depreciation and amortization (16,511) (18,328) (18,654) (19,201) Loss (gain) on sales of depreciable real estate, net (69,488) (178,695) (86,463) (10,422) Healthpeak’s share of loss (gain) on sales of depreciable real estate, net, from unconsolidated joint ventures — — 134 Noncontrolling interests’ share of gain (loss) on sales of depreciable real estate, net — — 11,546 12 Loss (gain) upon change of control, net(1) — (77,548) (234) (311,438) Taxes associated with real estate dispositions(2) (335) 9,633 — 29 Impairments (recoveries) of depreciable real estate, net net(3) 175,827 13,118 — — Nareit FFO applicable to common shares 1,268,981 1,092,730 985,180 895,166 Distributions on dilutive convertible units and other 18,211 16,211 9,394 9,407 Diluted Nareit FFO applicable to common shares $ 1,287,192 $ 1,108,941 $ 994,574 $ 904,573 Impact of adjustments to Nareit FFO:

Read it in 10-K 2026-02-03 at sec.gov ↗

RewordedMD&A
(i) an increase in cash used for real estate asset acquisitions, (ii) a decrease in proceeds from sales of real estate, (ii) a reduction (iii) an increase in cash used for development and redevelopment of real estate, (iii) (iv) proceeds received from the Callan Ridge JV transaction, (iv) a reduction transaction in 2024, and (v) an increase in cash used for investments in unconsolidated joint ventures, and (v) a reduction in cash used for acquisitions of real estate. ventures.

Read it in 10-K 2026-02-03 at sec.gov ↗

RewordedMD&A
(i) mezzanine and secured loans receivable acquired as part of the Merger and (ii) seller financing provided in connection with the disposition of 61 outpatient medical buildings during 2024, (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 2023 2024 and 2024. 2025.

Read it in 10-K 2026-02-03 at sec.gov ↗

RewordedMD&A
Transaction and merger-related costs increased decreased for the year ended December 31, 2024 2025 primarily as a result of advisory, legal, accounting, tax, post-combination severance and stock compensation expense, and other higher costs of combining operations with Physicians Realty Trust that were in 2024 compared to 2025, partially offset by costs incurred in connection with the Merger, partially offset by: 2025 related to:

Read it in 10-K 2026-02-03 at sec.gov ↗

RewordedMD&A
(i) cash paid in connection with the Merger, Merger in 2024, (ii) a decrease in proceeds from principal repayments on loans receivable and marketable debt securities, (iii) an increase in fundings of loans receivable, and (iv) a decrease in proceeds received from insurance recoveries. recoveries, and (iii) higher net repayments on loans receivable.

Read it in 10-K 2026-02-03 at sec.gov ↗

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