Healthcare Realty Trust Inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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3310 West End Avenue, Suite 700

Nashville, Tennessee 37203

P 615.269.8175 F 615.269.8461

www.healthcarerealty.com

Annual Meeting

of Stockholders

TO OUR STOCKHOLDERS:

You are cordially invited to attend the 2024 annual meeting of stockholders of Healthcare Realty Trust Incorporated (the "Company"), to be held on May 21, 2024, at 10:00 a.m. (local time) at the Company's corporate offices, located at 3310 West End Avenue, Suite 700, Nashville, Tennessee 37203.

The following pages contain the formal notice of the annual meeting and our proxy statement, which describe the specific business to be considered and voted upon at the annual meeting. Whether or not you plan to attend the meeting, we would greatly appreciate your efforts to vote your shares as soon as possible by following the instructions located in the Notice of Internet Availability of Proxy Materials sent to you or in our proxy statement. If you attend the meeting and wish to vote in person, you may withdraw your proxy and vote your shares personally.

Sincerely,

John Knox Singleton

Chairman of the Board of Directors

3310 West End Avenue, Suite 700

Nashville, Tennessee 37203

P 615.269.8175 F 615.269.8461

www.healthcarerealty.com

Notice of Annual Meeting

of Stockholders

TO OUR STOCKHOLDERS:

The annual meeting of stockholders of Healthcare Realty Trust Incorporated (the “Company”) will be held on Tuesday, May 21, 2024, at 10:00 a.m. (local time) at the Company's corporate offices, located at 3310 West End Avenue, Suite 700, Nashville, Tennessee 37203, for the following purposes:

(1)To elect eleven nominees as directors to serve one-year terms expiring at the 2025 annual meeting of stockholders or until their successors are duly elected and qualified;

(2)To ratify the appointment of BDO USA, P.C. as the independent registered public accounting firm for the Company and its subsidiaries for the Company’s 2024 fiscal year;

(3)To vote to approve, on a non-binding advisory basis, a resolution approving the Company’s compensation of its named executive officers as disclosed pursuant to Item 402 of Regulation S-K; and

(4)To transact any other business that properly comes before the meeting or any postponement or adjournment thereof.

The Board recommends that the stockholders vote FOR the election of the nominees to the Board of Directors and FOR each of proposals 2 and 3 listed above. Holders of record of the Company’s common stock at the close of business on March 28, 2024 are entitled to vote at the meeting or at any postponement or adjournment of the meeting.

By order of the Board of Directors,

Andrew E. Loope

Senior Vice President, Corporate Counsel and Secretary

Proxy Statement

Proposal Overview

Table of Contents