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Healthcare Realty Trust Inc

For the period ended Dec 31, 2025. Filed Feb 13, 2026.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Feb 13, 2026

HR$19.35-0.1%Stored close · as of Nov 10, 2026

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Item 8. Financial Statements and Supplementary Data

Stockholders and Board of Directors

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Healthcare Realty Trust Incorporated (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive loss, equity and redeemable non-controlling interests, and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and financial statement schedules (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and our report dated February 13, 2026, expressed an unqualified opinion thereon.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Real Estate Impairments - Fair Value Measurements

The Company recorded total real estate investments, net, of approximately $7.9 billion as of December 31, 2025. As described in Notes 1 and 6 to the consolidated financial statements, the Company assesses the potential for impairment of long-lived assets, including real estate properties, whenever events occur, or a change in circumstances indicates that the carrying value might not be fully recoverable. A real estate property is considered no longer recoverable when undiscounted cash flows expected to be generated by the property are less than its carrying value. When management determines that the carrying value of a real estate property may not be fully recoverable, management measures and records an impairment charge based on the estimated fair value of the property or the estimated fair value less costs to sell the property using certain assumptions that may include, among others, revenue growth rates, discount rates, and terminal capitalization rates. For the year ended December 31,

2025, the Company recorded impairment charges totaling $361.1 million related to completed or planned dispositions, changes in holding periods, or other events or changes in circumstances.

We identified the fair value measurement of certain impaired real estate properties as a critical audit matter. Judgments are required to be made by management when measuring the fair value of these real estate properties, including the assumptions of the revenue growth rates, discount rates, and terminal capitalization rates used in the discounted cash flow model. Auditing these elements involved especially challenging auditor judgment due to the nature and extent of audit effort required to address this matter, including the extent of specialized skills or knowledge needed.

The primary procedures we performed to address the critical audit matter included utilizing valuation professionals with specialized skill or knowledge, who assisted in:

Assessing the reasonableness of revenue growth rates for certain real estate properties by comparing to independent market data.

Assessing the reasonableness of discount rates and terminal capitalization rates for certain real estate properties by comparing to comparable market transaction details.

/s/ BDO USA, P.C.

We have served as the Company's auditor since 2005.

February 13, 2026

ASSETS
DECEMBER 31,
20252024
Real estate properties
Land$1,060,254$1,143,468
Buildings and improvements8,514,1659,707,066
Lease intangibles455,254664,867
Personal property7,0569,909
Investment in financing receivables, net123,249123,671
Financing lease right-of-use assets75,08377,343
Construction in progress—31,978
Land held for development57,53552,408
Total real estate investments10,292,59611,810,710
Less accumulated depreciation(2,397,795)(2,483,656)
Total real estate investments, net7,894,8019,327,054
Cash and cash equivalents26,17268,916
Assets held for sale, net143,58012,897
Operating lease right-of-use assets204,906261,438
Investments in unconsolidated joint ventures453,607473,122
Other assets, net487,795507,496
Total assets$9,210,861$10,650,923
LIABILITIES, REDEEMABLE NON-CONTROLLING INTERESTS, AND STOCKHOLDERS' EQUITY
DECEMBER 31,
20252024
Liabilities
Notes and bonds payable$3,911,423$4,662,771
Accounts payable and accrued liabilities211,071222,510
Liabilities of properties held for sale15,1601,283
Operating lease liabilities162,922224,499
Financing lease liabilities73,13072,346
Other liabilities160,530161,640
Total liabilities4,534,2365,345,049
Commitments and contingencies (See Footnote 14)
Redeemable non-controlling interests3,2524,778
Stockholders' equity
Preferred stock, $0.01 par value; 200,000 shares authorized; none issued and outstanding——
Common stock, $0.01 par value; 1,000,000 shares authorized; 351,603 and 350,532 shares issued and outstanding at December 31, 2025 and 2024, respectively.3,5163,505
Additional paid-in capital9,137,2579,118,229
Accumulated other comprehensive loss(5,174)(1,168)
Cumulative net income attributable to common stockholders128,238374,309
Cumulative dividends(4,646,944)(4,260,014)
Total stockholders’ equity4,616,8935,234,861
Non-controlling interest56,48066,235
Total equity4,673,3735,301,096
Total liabilities, redeemable non-controlling interests, and stockholders' equity$9,210,861$10,650,923
YEAR ENDED DECEMBER 31,
202520242023
Revenues
Rental income$1,138,056$1,232,776$1,309,184
Interest income14,27516,38317,134
Other operating28,21519,15717,451
1,180,5461,268,3161,343,769
Expenses
Property operating449,075473,444500,437
General and administrative72,56983,12158,405
Transaction costs2,0293,1222,026
Merger-related costs——(1,952)
Depreciation and amortization563,966675,152730,709
1,087,6391,234,8391,289,625
Other income (expense)
Gain on sales of real estate properties and other assets235,389109,75377,546
Interest expense(208,989)(242,425)(258,584)
(Loss) gain on extinguishment of debt(451)(237)62
Impairment of real estate properties and credit loss reserves(364,598)(313,547)(154,912)
Impairment of goodwill—(250,530)—
Equity loss from unconsolidated joint ventures(188)(135)(1,682)
Interest and other (expense) income, net(3,555)(260)1,343
(342,392)(697,381)(336,227)
Net loss(249,485)(663,904)(282,083)
Net loss attributable to non-controlling interests3,4149,4193,822
Net loss attributable to common stockholders$(246,071)$(654,485)$(278,261)
Basic earnings per common share$(0.71)$(1.81)$(0.74)
Diluted earnings per common share$(0.71)$(1.81)$(0.74)
Weighted average common shares outstanding - basic349,798365,553378,928
Weighted average common shares outstanding - diluted349,798365,553378,928

Consolidated Statements of Comprehensive Loss

YEAR ENDED DECEMBER 31,
202520242023
Net loss$(249,485)$(663,904)$(282,083)
Other comprehensive loss
Interest rate swaps
Reclassification adjustment for losses (gains) included in net income (interest expense)1,043(13,137)(14,488)
(Losses) gains arising during the period on interest rate swaps(2,531)22,8091,463
(Losses) gains on settlement of interest rate swaps arising during the period(2,571)——
(4,059)9,672(13,025)
Comprehensive loss(253,544)(654,232)(295,108)
Less: Comprehensive loss attributable to non-controlling interests3,5519,3373,966
Comprehensive loss attributable to common stockholders$(249,993)$(644,895)$(291,142)

Consolidated Statements of Equity and Redeemable Non-Controlling Interests

Common StockAdditional Paid-In CapitalAccumulated Other Comprehensive Income (Loss)Cumulative Net IncomeCumulative DividendsTotal Stockholders’ EquityNon-controlling InterestsTotal EquityRedeemable Non-controlling Interests
Balance at December 31, 2022$3,806$9,587,637$2,140$1,307,055$(3,329,562)$7,571,076$108,742$7,679,818$2,014
Issuance of stock, net of costs—130———130—130—
Common stock redemption(1)(2,234)———(2,235)—(2,235)—
Conversion of OP Units to common stock22,774———2,776(2,776)——
Share-based compensation314,285———14,288—14,288—
Net loss———(278,261)—(278,261)(3,822)(282,083)—
Reclassification adjustments for gains included in net income (interest expense)——(14,315)——(14,315)(173)(14,488)—
Gain on interest rate swaps and treasury locks——1,434——1,434291,463—
Contributions from redeemable non-controlling interests————————1,889
Adjustments to redemption value of redeemable non-controlling interests————————(35)
Dividends to common stockholders ($1.24 per share)————(472,231)(472,231)(5,748)(477,979)—
Balance at December 31, 20233,8109,602,592(10,741)1,028,794(3,801,793)6,822,66296,2526,918,9143,868
Issuance of stock, net of costs—104———104—104—
Common stock redemption(5)(8,692)———(8,697)—(8,697)—
Conversion of OP Units to common stock33,409———3,412(3,412)——
Share-based compensation531,819———31,824—31,824—
Common stock repurchases(308)(510,115)———(510,423)—(510,423)—
Redemption of non-controlling interest——————(11,930)(11,930)—
Net (loss) gain———(654,485)—(654,485)(9,436)(663,921)17
Reclassification adjustments for gains included in net income (interest expense)——(12,954)——(12,954)(183)(13,137)—
Gains arising during the period on interest rate swaps——22,527——22,52728222,809—
Contributions from redeemable non-controlling interests————————13
Adjustments to redemption value of redeemable non-controlling interests—(888)———(888)—(888)880
Dividends to common stockholders ($1.24 per share)————(458,221)(458,221)(5,338)(463,559)—
Balance at December 31, 20243,5059,118,229(1,168)374,309(4,260,014)5,234,86166,2355,301,0964,778
Common stock redemption(2)(4,066)———(4,068)—(4,068)—
Conversion of OP Units to common stock2332———334(334)——
Share-based compensation1122,376———22,387—22,387—
Redemption of non-controlling interest——————(834)(834)—
Net (loss) gain———(246,071)—(246,071)(3,498)(249,569)84
Reclassification adjustments for losses included in net income (interest expense)——1,029——1,029141,043—
Losses arising during the period on interest rate swaps——(5,035)——(5,035)(67)(5,102)—
Adjustments to redemption value of redeemable non-controlling interests—386———386—386(1,610)
Dividends to common stockholders and distributions to non-controlling interest holders ($1.10 per share)————(386,930)(386,930)(5,036)(391,966)—
Balance at December 31, 2025$3,516$9,137,257$(5,174)$128,238$(4,646,944)$4,616,893$56,480$4,673,373$3,252
YEAR ENDED DECEMBER 31,
OPERATING ACTIVITIES202520242023
Net loss$(249,485)$(663,904)$(282,083)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization563,966675,152730,709
Other amortization47,20147,16545,181
Share-based compensation22,38731,82414,288
Amortization of straight-line rent receivable (lessor)(27,106)(29,996)(38,676)
Amortization of straight-line rent on operating leases (lessee)3,3543,8806,084
Loss on derivatives4,301——
Gain on sales of real estate properties and other assets(235,389)(109,753)(77,546)
Loss (gain) on extinguishment of debt451237(62)
Impairment of real estate properties and credit loss reserves364,598313,547154,912
Impairment of goodwill—250,530—
Equity loss from unconsolidated joint ventures1881351,682
Distributions from unconsolidated joint ventures21,51510,49817,880
Non-cash interest from financing and real estate notes receivable(1,082)(1,833)(1,654)
Changes in operating assets and liabilities:
Other assets, including right-of-use-assets(31,463)(34,547)(55,946)
Accounts payable and accrued liabilities(25,513)5,199(18,775)
Other liabilities(828)3,4833,826
Net cash provided by operating activities457,095501,617499,820
INVESTING ACTIVITIES
Acquisitions of real estate(100)—(49,171)
Development of real estate(12,622)(70,338)(41,058)
Additional long-lived assets(330,153)(248,981)(231,026)
Funding of mortgages and notes receivable(8,500)(5,505)(26,803)
Investments in unconsolidated joint ventures(2,188)—(3,824)
Investment in financing receivable(502)(511)(1,801)
Proceeds from sales of real estate properties and additional long-lived assets1,004,6221,221,083701,434
Contributions from redeemable non-controlling interests—131,389
Proceeds from insurance recovery2,000——
Proceeds from notes receivable repayments58,2715,162—
Net cash provided by investing activities710,828900,923349,140
FINANCING ACTIVITIES
Borrowings on unsecured credit facility1,449,0001,289,000694,000
Repayments on unsecured credit facility(1,329,000)(1,289,000)(1,079,000)
Repayment on term loans(650,140)(350,000)—
Repayments of notes and bonds payable(266,375)(25,473)(19,143)
Dividends paid(386,919)(457,853)(472,242)
Net proceeds from issuance of common stock—104130
Common stock redemptions(4,007)(8,881)(2,298)
Common stock repurchases—(510,423)—
Distributions to non-controlling interest holders(4,927)(5,473)(5,123)
Redemption of non-controlling interest(834)(744)—
Settlement of interest rate swaps(4,329)——
Debt issuance and assumption costs(13,083)(563)(529)
Payments made on finance leases(53)(17)(17)
Net cash used in financing activities(1,210,667)(1,359,323)(884,222)
(Decrease) increase in cash and cash equivalents(42,744)43,217(35,262)
Cash and cash equivalents cash at beginning of period68,91625,69960,961
Cash and cash equivalents at end of period$26,172$68,916$25,699

Consolidated Statements of Cash Flows, cont.

YEAR ENDED DECEMBER 31,
Supplemental Cash Flow Information202520242023
Interest paid$176,550$202,503$216,033
Mortgage notes payable assumed in connection with acquisition of real estate, net$—$—$5,284
Invoices accrued for construction, tenant improvements and other capitalized costs$55,757$39,969$31,469
Capitalized interest$12,123$4,295$2,961
Mortgage notes receivable taken in connection with sale of real estate$11,800$9,630$51,000
Non-controlling interest in sale of real estate$—$11,185$—
Contribution of real estate properties into unconsolidated joint venture$—$172,666$—

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

  1. Summary of Significant Accounting Policies

Business Overview

Healthcare Realty Trust Incorporated is a real estate investment trust ("REIT") that owns, leases, manages, acquires, finances, develops and redevelops income-producing real estate properties associated primarily with the delivery of outpatient healthcare services throughout the United States of America. As of December 31, 2025, the Company had gross investments of approximately$10.3 billion in 502 consolidated real estate properties, developments, redevelopments, financing receivables, financing lease right-of-use assets, land held for development and corporate property, excluding held for sale assets. In addition, as of December 31, 2025, the Company had a weighted average ownership interest of approximately 30% in 61 real estate properties, excluding held for sale assets, held in unconsolidated joint ventures. See Note 4 below for more details regarding the Company's unconsolidated joint ventures. The Company’s consolidated real estate properties are located in 27 states and total approximately 29.0 million square feet. The Company provided leasing and property management services to 93% of its portfolio nationwide as of December 31, 2025.

The Company is structured as an umbrella partnership REIT under which substantially all of its business is conducted through the operating partnership, Healthcare Realty Holdings, L.P.(the “OP”), the day-to-day management of which is exclusively controlled by the Company. As of December 31, 2025, the Company owned 98.6% of the issued and outstanding units of the OP (“OP Units”), with other investors owning the remaining 1.4% of OP Units.

Any references to square footage, property count or occupancy percentage, and any amounts derived from these values in these notes to the Company's Consolidated Financial Statements, are outside the scope of our independent registered public accounting firm’s audit.

Principles of Consolidation

The Company’s Consolidated Financial Statements include the accounts of the Company, its wholly owned subsidiaries, and joint ventures and partnerships where the Company controls the operating activities. GAAP requires the Company to identify entities for which control is achieved through means other than voting rights and to determine which business enterprise is the primary beneficiary of variable interest entities (“VIEs”). ASC Topic 810 broadly defines a VIE as an entity in which either (i) the equity investors as a group, if any, lack the power through voting or similar rights to direct the activities of such entity that most significantly impact such entity’s economic performance or (ii) the equity investment at risk is insufficient to finance that entity’s activities without additional subordinated financial support. The Company identifies the primary beneficiary of a VIE as the enterprise that has both of the following characteristics: (i) the power to direct the activities of the VIE that most significantly impact the entity’s economic performance and (ii) the obligation to absorb losses or receive benefits of the VIE that could potentially be significant to the entity. The Company consolidates its investment in a VIE when it determines that it is the VIE’s primary beneficiary, with any minority interests reflected as non-controlling interests or redeemable non-controlling interests in the accompanying Consolidated Financial Statements.

The Company may change its original assessment of a VIE upon subsequent events such as the modification of contractual arrangements that affect the characteristics or adequacy of the entity’s equity investments at risk, the disposition of all or a portion of an interest held by the primary beneficiary, or changes in facts and circumstances that impact the power to direct activities of the VIE that most significantly impacts economic performance. The Company performs this analysis on an ongoing basis.

For property holding entities not determined to be VIEs, the Company consolidates such entities in which it owns 100% of the equity or has a controlling financial interest evidenced by ownership of a majority voting interest. All intercompany balances and transactions are eliminated in consolidation. For entities in which the Company owns less than 100% of the equity interest, the Company consolidates the entity if it has the direct or indirect ability to control the entities’ activities based upon the terms of the respective entities’ ownership agreements.

The OP is 98.6% owned by the Company. Holders of operating partnership units (“OP Units”) are considered to be non-controlling interest holders in the OP and their ownership interests are reflected as equity on the accompanying Consolidated Balance Sheets. Further, a portion of the earnings and losses of the OP are allocated to non-controlling interest holders based on their respective ownership percentages. Upon conversion of OP Units to common stock, any difference between the fair value of the common stock issued and the carrying value of the OP Units converted to common stock is recorded as a component of equity. As of December 31, 2025, there were approximately 4.9 million, or 1.4% of OP Units issued and outstanding held by non-controlling interest holders. Additionally, the Company is the primary beneficiary of this VIE. Accordingly, the Company consolidates its interests in the OP.

As of December 31, 2025 and December 31, 2024, the Company hadtwo andthree, respectively, consolidated VIEs in addition to the OP, consisting of joint venture investments in which the Company is the primary beneficiary of the VIE based on the combination of operational control and the rights to receive residual returns or the obligation to absorb losses arising from the joint ventures. Accordingly, such joint ventures have been consolidated, and the table below summarizes the balance sheets of consolidated VIEs, excluding the OP, in the aggregate as of December 31, 2025 and 2024:

DECEMBER 31,
(dollars in thousands)20252024
Assets:
Total real estate investments, net$103,092$103,933
Cash and cash equivalents3,599159
Other assets, net7,0834,053
Total assets$113,774$108,145
Liabilities:
Notes and bonds payable$73,468$60,170
Accounts payable and accrued liabilities1,6782,786
Other liabilities65145
Total liabilities$75,797$63,001

As of December 31, 2025, the Company hadthree unconsolidated VIEs consisting oftwo notes receivables andone joint venture. The Company does not have the power or economic interests to direct the activities of these VIEs on a stand-alone basis, and therefore it was determined that the Company was not the primary beneficiary. As a result, the Company accounts for thetwo notes receivables at amortized cost and the joint venture arrangement under the equity method. See below for additional information regarding the Company's unconsolidated VIEs:

(dollars in thousands) ORIGINATION DATELOCATIONSOURCECARRYING AMOUNTMAXIMUM EXPOSURE TO LOSS
2022Texas 1Equity method$51,816$51,816
2024Texas 2Note receivable$9,691$16,729
2024Texas 2Note receivable$1$4,500

1 Includes investments inseven properties.

2 The Company provided seller financing and entered into a mortgage loan and a mezzanine loan in connection with a property disposition.

As of December 31, 2025, the Company's unconsolidated joint venture arrangements were accounted for using the equity method of accounting as the Company exercised significant influence over but did not control these entities. See Note 4 for more details regarding the Company's unconsolidated joint ventures.

Use of Estimates in the Consolidated Financial Statements

Preparation of the Consolidated Financial Statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect amounts reported in the Consolidated Financial Statements and accompanying notes. Actual results may differ from those estimates and assumptions. Management makes significant estimates regarding revenue recognition, purchase price allocations to record investments in real estate, impairments, collectability of tenant receivables, and fair value measurements, as applicable.

Reclassifications

Certain reclassifications have been made on the Company's Consolidated Statement of Cash Flows to conform to the current year presentation. Previously, the Company's borrowings and repayments on the Company's unsecured credit facility were presented in a net line in the financing activities on the Company's Consolidated Statement of Cash Flows. These amounts are now presented as separate lines in the financing activities on the Company's Consolidated Statement of Cash Flows.

Segment Reporting

The Company owns, leases, acquires, manages, finances, develops and redevelops outpatient and other healthcare-related properties. The Company is managed asone operating segment, rather than multiple operating segments, for internal reporting purposes and for internal decision-making and discloses its operating results in a single reportable segment. The Company's chief operating decision makers (“CODM”), represented by the Company's Chief Executive Officer, the Chief Financial Officer and the Chief Operating Officer, review financial information and assess the consolidated operations of the Company in order to make strategic decisions such as allocation of capital expenditures and other significant expenses. See Note 17 for additional information on segment reporting.

Real Estate Properties

Real estate properties are recorded at cost if acquired in a transaction that is an asset acquisition or at fair value if acquired in a transaction that is a business combination under ASC Topic 805, Business Combinations. Cost or fair value at the time of acquisition is allocated among land, buildings, tenant improvements, lease and other intangibles, and personal property as applicable.

During 2025 and 2024, the Company eliminated against accumulated depreciation approximately $220.8 million and $112.3 million, respectively, of fully amortized real estate intangibles that were initially recorded as a component of certain real estate acquisitions. During 2025 and 2024, approximately $2.5 million and $3.0 million of fully depreciated tenant and capital improvements that were no longer in service were eliminated against accumulated depreciation.

Depreciation expense of real estate properties for the three years ended December 31, 2025, 2024 and 2023 was $451.9 million, $507.1 million and $518.6 million, respectively. Depreciation and amortization of real estate assets in place as of December 31, 2025, is provided for on a straight-line basis over the asset’s estimated useful life:

Land improvements2.0 to 39.0 years
Buildings and improvements3.3 to 49.0 years
Lease intangibles (including ground lease intangibles)1.0 to 99.0 years
Personal property3.0 to 10.0 years

The Company capitalizes direct costs, including costs such as construction costs and professional services, and indirect costs, including capitalized interest and overhead costs, associated with the development and construction of real estate assets while substantive activities are ongoing to prepare the assets for their intended use. Capitalized interest cost is calculated using the weighted average interest rate of the Company's unsecured debt or the interest rate on project specific debt, if applicable. The Company continues to capitalize interest on the unoccupied space in a property for up to one year after the space is ready for it intended use, at which time the capitalization of interest must cease.

Asset Impairment

The Company assesses the potential for impairment of identifiable, definite-lived, intangible assets and long-lived assets, including real estate properties, whenever events occur or a change in circumstances indicates that the carrying value might not be fully recoverable. Indicators of impairment may include significant underperformance of an asset relative to historical or expected operating results; significant changes in the Company’s use of assets or the strategy for its overall business; plans to sell an asset before its useful life has ended; the expiration of a significant portion of leases in a property; or significant negative economic trends or negative industry trends for the Company or its tenants. In addition, the Company reviews for possible impairment, those assets subject to purchase options and those impacted by casualty losses, such as tornadoes and hurricanes. A property value is considered impaired only if management's estimate of current and projected (undiscounted and unleveraged) operating cash flows of the property is less than the net carrying value of the property. These estimates of future cash flows include only those that are directly associated with and that are expected to arise as a direct result of the use and eventual disposition of the property. These estimates, including the useful life determination which can be affected by any potential sale of the property, are based on management's assumptions about its use of the property. Therefore, significant judgment is involved in estimating the current and projected cash flows. If management determines that the carrying value of the Company’s assets may not be fully recoverable based on the existence of any of the factors above, or others, management would measure and record an impairment charge based on the estimated fair value of the property or the estimated fair value less costs to sell the property. See Note 6 for additional information on impairment.

Acquisitions of Real Estate Properties with In-Place Leases

The Company's acquisitions of real estate properties typically do not meet the definition of a business and are accounted for as asset acquisitions. Acquisitions of real estate properties with in-place leases are accounted for at cost and allocated based on relative fair value. When a building with in-place leases is acquired, the cost of the acquisition must be allocated between the tangible real estate assets "as-if-vacant" and the intangible real estate assets related to in-place leases based on their estimated fair values. Land fair value is estimated by using an assessment of comparable transactions and other relevant data.

The Company considers whether any of the in-place lease rental rates are above- or below-market. An asset (if the actual rental rate is above-market) or a liability (if the actual rental rate is below-market) is calculated and recorded in an amount equal to the present value of the future cash flows that represent the difference between the actual lease rate and the estimated market rate. If an in-place lease is identified as a below-market rental rate, the Company would also evaluate any renewal options associated with that lease to determine if the intangible should include those periods. The values related to above- or below-market in-place lease intangibles are amortized over the remaining term of the leases upon acquisition to rental income where the Company is the lessor and to property operating expense where the Company is the lessee.

The Company also estimates an absorption period, which can vary by property, assuming the building is vacant and must be leased up to the actual level of occupancy when acquired. During that absorption period, the owner would incur direct costs, such as tenant improvements, and would suffer lost rental income. Likewise, the owner would have acquired a measurable asset in that, assuming the building was vacant, certain fixed costs would be avoided because the actual in-place lessees would reimburse a certain portion of fixed costs through expense reimbursements during the absorption period.

These assets (above- or below-market lease, tenant improvement, leasing costs avoided, rental income lost, and expenses recovered through in-place lessee reimbursements) are estimated and recorded in amounts equal to the present value of estimated future cash flows. The actual purchase price is allocated based on the various relative asset fair values described above.

The building and tenant improvement components of the purchase price are depreciated over the estimated useful life of the building or the weighted average remaining term of the in-place leases. The at-market, in-place lease intangibles are amortized to depreciation and amortization expense over the weighted average remaining term of the leases, and customer relationship assets are amortized to depreciation and amortization expense over terms applicable to each acquisition. Any goodwill recorded through a business combination would be reviewed for impairment at least annually and is not amortized.

See Note 8 for more details on the Company’s intangible assets.

Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants. In calculating fair value, a company must maximize the use of observable market inputs, minimize the use of unobservable market inputs and disclose in the form of an outlined hierarchy the details of such fair value measurements.

A hierarchy of valuation techniques is defined to determine whether the inputs to a fair value measurement are considered to be observable or unobservable in a marketplace. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. This hierarchy requires the use of observable market data when available. These inputs have created the following fair value hierarchy:

Level 1 – quoted prices for identical instruments in active markets;

Level 2 – quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations in which significant inputs and significant value drivers are observable in active markets; and

Level 3 – fair value measurements derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

Executed purchase and sale agreements, which are binding agreements, are categorized as level one inputs.

Fair Value of Derivative Financial Instruments

Derivative financial instruments are recorded at fair value on the Company's Consolidated Balance Sheets as other assets or other liabilities. The valuation of derivative instruments requires the Company to make estimates and judgments that affect the fair value of the instruments. Fair values of derivatives are estimated by pricing models that consider the forward yield curves and discount rates. The fair value of the Company's forward starting interest rate swap contracts are estimated by pricing models that consider foreign trade rates and discount rates. Such amounts and the recognition of such amounts are subject to significant estimates that may change in the future. For derivatives designated in qualifying cash flow hedging relationships, the change in fair value of the effective portion of the derivatives is recognized in accumulated other comprehensive income (loss). Gains and losses are reclassified from accumulated other comprehensive income (loss) into earnings once the underlying hedged transaction is recognized in earnings. As of December 31, 2025 and 2024, the Company had$5.2 million and $1.2 million recorded in accumulated other comprehensive loss, respectively, related to forward starting interest rate swaps entered into and settled during 2015 and 2020 and a hedge of the Company's variable rate debt. See Note 10 for additional information.

Cash, Cash Equivalents and Restricted Cash

Cash and cash equivalents includes short-term investments with original maturities of three months or less when purchased. Restricted cash includes cash held in escrow in connection with proceeds from the sales of certain real estate properties. The Company did not have any restricted cash for the years ended December 31, 2025 or 2024.

Cash and cash equivalents are held in bank accounts and overnight investments. The Company maintains its bank deposits with large financial institutions in amounts that often exceed federally-insured limits. The Company has not experienced any losses in such accounts.

Intangible Assets

Identifiable intangible assets of the Company are comprised of in-place lease intangible assets, customer relationship intangible assets, and debt issuance costs. In-place lease and customer relationship intangible assets are amortized on a straight-line basis over the applicable lives of the assets. Debt issuance costs are amortized over the term of the debt instrument on the effective interest method or the straight-line method when the effective interest method is not applicable.

Contingent Liabilities

From time to time, the Company may be subject to loss contingencies arising from legal proceedings and similar matters. Additionally, while the Company maintains comprehensive liability and property insurance with respect to each of its properties, the Company may be exposed to unforeseen losses related to uninsured or underinsured damages.

The Company continually monitors any matters that may present a contingent liability, and, on a quarterly basis, management reviews the Company’s reserves and accruals in relation to each of them, adjusting provisions as necessary in view of changes in available information. Liabilities for contingencies are first recorded when a loss is determined to be both probable and can be reasonably estimated. Changes in estimates regarding the exposure to a contingent loss are reflected as adjustments to the related liability in the periods when they occur.

Because of uncertainties inherent in the estimation of contingent liabilities, it is possible that the Company’s provision for contingent losses could change materially in the near term. To the extent that any significant losses, in addition to amounts recognized, are at least reasonably possible, such amounts will be disclosed in the notes to the Consolidated Financial Statements.

Share-Based Compensation

The Company has various employee and director share-based awards outstanding. These awards include non-vested common stock or other stock-based awards, including units in the OP, pursuant to the Company's Amended and Restated 2006 Incentive Plan, dated April 29, 2021 (the "Incentive Plan"). The Company recognizes share-based payments to employees and directors in the Consolidated Statements of Operations on a straight-line basis over the requisite service period based on the fair value of the award on the measurement date. The Company recognizes the impact of forfeitures as they occur. See Note 12 for details on the Company’s share-based awards.

Accumulated Other Comprehensive (Loss) Income

Certain items must be included in comprehensive (loss) income, including items such as foreign currency translation adjustments, minimum pension liability adjustments, changes in the fair value of derivative instruments and unrealized gains or losses on available-for-sale securities. As of December 31, 2025, the Company’s accumulated other comprehensive (loss) income consists of the loss for changes in the fair value of active derivatives designated as cash flow hedges and the loss on the unamortized settlement of forward starting swaps and treasury hedges. See Note 10 for more details on the Company's derivative financial instruments.

Revenue from Contracts with Customers (Topic 606)

The Company recognizes certain revenue under the core principle of Topic 606. This requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Lease revenue is not within the scope of Topic 606. To achieve the core principle, the Company applies the five-step model specified in the guidance.

Revenue that is accounted for under Topic 606 is segregated on the Company’s Consolidated Statements of Operations in the Other operating line item. This line item includes parking income, management fee income and other miscellaneous income. Below is a detail of the amounts by category:

YEAR ENDED DECEMBER 31,
in thousands202520242023
Type of Revenue
Parking income$8,604$9,329$9,903
Management fee income/other 119,6119,8287,548
$28,215$19,157$17,451

1 Includes the recovery of certain expenses under the financing receivable as outlined in the management agreement.

The Company’s two major types of revenue that are accounted for under Topic 606 are all accounted for as the performance obligation is satisfied. The performance obligations that are identified for each of these items are satisfied over time and the Company recognizes revenue monthly based on this principle. In most cases, the revenue is due and payable on a monthly basis. The Company had a receivable balance of $2.4 million, $1.9 million and $1.9 million for the years ended December 31, 2025, 2024 and 2023, respectively.

Management fee income includes property management services provided to third parties and certain of the properties in the Company's unconsolidated joint ventures and is generally calculated, accrued and billed monthly based on a percentage of cash collections of tenant receivables for the month or a stated amount per square foot. Management fee income also includes amounts paid to the Company for its asset management services for certain of its unconsolidated joint ventures. Internal management fee income, where the Company manages its owned properties, is eliminated in consolidation.

Rental Income

Rental income related to non-cancelable operating leases is recognized as earned over the life of the lease agreements on a straight-line basis. The Company's lease agreements generally include provisions for stated annual increases or increases based on a Consumer Price Index ("CPI"). Rental income from properties under multi-tenant office lease arrangements and rental income from properties with single-tenant lease arrangements are included in rental income on the Company's Consolidated Statements of Operations. For lessors, the standard requires a lessor to classify leases as either sales-type, direct-financing or operating. A lease will be treated as a sale if it is considered to transfer control of the underlying asset to the lessee. A lease will be classified as direct-financing if risks and rewards are conveyed without the transfer of control. Otherwise, the lease is treated as an operating lease.

Nonlease components, such as common area maintenance, are generally accounted for under Topic 606 and separated from the lease payments. However, the Company elected the lessor practical expedient allowing the Company to not separate these components when certain conditions are met. The combined component is accounted for under Accounting Standards Codification, Topic 842.

The components of rental income are as follows:

YEAR ENDED DECEMBER 31,
in thousands202520242023
Property operating income$1,110,950$1,202,780$1,270,508
Straight-line rent27,10629,99638,676
Rental income$1,138,056$1,232,776$1,309,184

Federal Income Taxes

The Company believes it has qualified to be taxed as a REIT and intends at all times to continue to qualify as a REIT under Sections 856 through 860 of the Internal Revenue Code. The Company must distribute at least 90% per annum of its real estate investment trust taxable income to its stockholders and meet other requirements to continue to qualify as a real estate investment trust. As a REIT, the Company is generally not subject to federal income tax on net income it distributes to its stockholders, but may be subject to certain state and local taxes and fees. See Note 15 for further discussion.

If the Company fails to qualify as a REIT in any taxable year, it will be subject to U.S. federal income taxes on its taxable income and will not be permitted to qualify for treatment as a REIT for U.S. federal income tax purposes for four years following the year during which the qualification is lost unless the IRS grants it relief under certain statutory provisions. Such an event could have a material adverse effect on its business, financial condition, results of operations and net cash available for dividend distributions to its stockholders.

The Company conducts substantially all of its operations through the OP. As a partnership, the OP generally is not liable for federal income taxes. The income and loss from the operations of the OP is included in the tax returns of its partners, including the Company, who are responsible for reporting their allocable share of the partnership income and loss. Accordingly, no provision for income tax has been made in the accompanying consolidated financial statements.

The Company classifies interest and penalties related to uncertain tax positions, if any, in the Consolidated Financial Statements as a component of general and administrative expenses. No such amounts were recognized during the three years ended December 31, 2025.

Federal tax returns for the years 2022, 2023, 2024 and 2025 are currently subject to examination by taxing authorities.

State Income Taxes

The Company must pay certain state income taxes and the provisions for such taxes are generally included in general and administrative expenses on the Company’s Consolidated Statements of Operations. See Note 15 for further discussion.

Sales and Use Taxes

The Company must pay sales and use taxes to certain state tax authorities based on rents collected from tenants in properties located in those states. The Company is generally reimbursed for these taxes by the tenant. The Company accounts for the payments to the taxing authority and subsequent reimbursement from the tenant on a net basis in rental income in the Company’s Consolidated Statements of Operations.

Assets Held for Sale

Long-lived assets held for sale are reported at the lower of their carrying amount or their fair value less estimated cost to sell. Further, depreciation of these assets ceases at the time the assets are classified as held for sale. Losses resulting from the sale of such properties are characterized as impairment losses in the Consolidated Statements of Operations. See Note 5 for more details on assets held for sale.

Earnings per Share

The Company uses the two-class method of computing net earnings per common share. Earnings per common share is calculated by considering share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents as participating securities. Undistributed earnings (excess net income over dividend payments) are allocated on a pro rata basis to common shareholders and restricted shareholders. Undistributed losses (dividends in excess of net income) do not get allocated to restricted stockholders as they do not have the contractual obligation to share in losses. The amount of undistributed losses that applies to the restricted stockholders is allocated to the common stockholders.

Basic earnings per common share is calculated using weighted average shares outstanding less issued and outstanding non-vested shares of common stock. Diluted earnings per common share is calculated using weighted average shares outstanding. Additionally, net income (loss) allocated to OP units has been included in the numerator and common stock related to redeemable OP units have been included in the denominator for the purpose of computing diluted earnings per share. See Note 13 for the calculations of earnings per share.

Redeemable Non-Controlling Interests

The Company accounts for redeemable equity securities in accordance with Accounting Standards Update ("ASU") 2009-04 Liabilities (Topic 480): Accounting for Redeemable Equity Instruments, which requires that equity securities contingently redeemable at the option of the holder, not solely within our control, be classified outside permanent stockholders’ equity. The Company classifies redeemable equity securities as redeemable non-controlling interests in the accompanying Consolidated Balance Sheet. Accordingly, the Company records the carrying amount at the greater of the initial carrying amount (increased or decreased for the non-controlling interest’s share of net income or loss and distributions) or the redemption value. The Company measures the redemption value and records an adjustment to the carrying value of the equity securities as a component of redeemable non-controlling interest. As of December 31, 2025, the Company had redeemable non-controlling interests of $3.3 million.

Investments in Leases - Financing Receivables, Net

In accordance with ASC Topic 842: Leases, for transactions in which the Company enters into a contract to acquire an asset and leases it back to the seller (i.e., a sale-leaseback transaction), control of the asset is not considered to have transferred when the seller-lessee has a purchase option. As a result, the Company does not recognize the underlying real estate asset but instead recognizes a financial asset in accordance with ASC Topic 310: Receivables. See below for additional information regarding the Company's financing receivables as of December 31, 2025 and 2024.

(dollars in thousands) ORIGINATION DATELOCATIONINTEREST RATECARRYING VALUE as of DECEMBER 31, 2025CARRYING VALUE as of DECEMBER 31, 2024
May 2021Poway, CA5.62%$117,260$116,304
November 2021Columbus, OH6.48%5,9897,367
$123,249$123,671

Real Estate Notes Receivable

Real estate notes receivable consists of mezzanine and other real estate loans, which are generally collateralized by a pledge of the borrower’s ownership interest in the respective real estate owner, a mortgage or deed of trust, and/or corporate guarantees. Real estate notes receivable are intended to be held-to-maturity and are recorded at amortized cost, net of unamortized loan origination costs and fees and allowance for credit losses. As of December 31, 2025, real estate notes receivable, net, which are included in Other assets, net on the Company's Consolidated Balance Sheets totaled$87.0 million.

(dollars in thousands)ORIGINATIONMATURITYSTATED INTEREST RATEMAXIMUM LOAN COMMITMENTOUTSTANDING as of DECEMBER 31, 2025INTEREST RECEIVABLE (OTHER ASSETS)ALLOWANCE FOR CREDIT LOSSESFAIR VALUE DISCOUNT AND FEESCARRYING VALUE as of DECEMBER 31, 2025
Mezzanine loans
Arizona12/21/202312/20/20269.00%$6,000$6,000$38$—$—$6,038
Texas10/03/202410/02/202911.00%4,5001———1
Wisconsin 13/20/20253/19/203013.00%8,5008,500459——8,959
19,00014,501497——14,998
California3/30/20233/29/20266.50%45,00045,000189——45,189
Florida12/28/202312/28/20269.00%7,7005,256———5,256
Texas10/03/202410/02/20297.50%16,7299,62962——9,691
Texas 33/20/20253/19/20306.75%5,4005,40031——5,431
Texas 412/30/202512/31/20266.75%6,4006,4001——6,401
81,22971,685283——71,968
$100,229$86,186$780$—$—$86,966

1 Outstanding principal and interest due upon maturity.

2 Excludes a mortgage loan where the Company received $14.9 million against a $31.2 million loan balance and fully reserved the remainder of $16.8 million. The loan was guaranteed by an individual and while the Company is seeking to collect on the guaranty, there can be no assurance of any recovery.

3 In March 2025, the Company provided seller financing of $5.4 million in connection with the sale of a real estate property in Houston, TX.

4 In December 2025, the Company provided seller financing of $6.4 million in connection with the sale of a real estate property in Houston, TX.

Allowance for Credit Losses

Pursuant to ASC Topic 326, Financial Instruments - Credit Losses, the Company adopted a policy to evaluate current expected credit losses at the inception of loans qualifying for treatment under ASC Topic 326. The Company utilizes a probability of default method approach for estimating current expected credit losses and evaluates the liquidity and creditworthiness of its borrowers on a quarterly basis to determine whether any updates to the future expected losses recognized upon inception are necessary. The Company’s evaluation considers industry and economic conditions, credit enhancements, liquidity, and other factors. The determination of the credit allowance is based on a quarterly evaluation of all outstanding loans, including general economic conditions and estimated collectability of loan payments. The Company evaluates the collectability of loan receivables based on a combination of credit quality indicators, including, but not limited to, payment status, historical loan charge-offs, financial strength of the borrower and guarantors, and nature, extent, and value of the underlying collateral. A loan is considered to have deteriorated credit quality when, based on current information and events, it is probable that the Company will be unable to collect all amounts due as scheduled according to the contractual terms of the loan agreement. For those loans identified as having deteriorated credit quality, the amount of credit loss is determined on an individual basis. Placement on non-accrual status may be required. Consistent with this definition, all loans on non-accrual status are deemed to have deteriorated credit quality. To the extent circumstances improve and the risk of collectability is diminished, the loan may return to income accrual status. While a loan is on non-accrual status, any cash receipts are applied against the outstanding principal balance.

In 2025, the Company determined the risk of credit loss on one of its mortgage notes receivable was no longer remote and recorded a credit loss reserve of$1.6 million, which was subsequently written off. As of December 31, 2025, the Company no longer has a position in connection with this loan.

In 2024, the Company determined that an allowance of $46.8 million was needed ontwo mezzanine loans to cover the entire carrying amount for these loans. In fourth quarter of 2024, the underlying project was sold and the Company received $4.0 million as consideration for its mezzanine loan interests.

Additionally, in 2024 the Company determined the risk of credit loss onone of its mortgage notes receivable was no longer remote and recorded a credit loss reserve of $16.8 million, including $0.5 million of accrued interest. The Company utilized the level 1 fair value hierarchy, which included an executed purchase and sale agreement on the underlying collateral of the mortgage loan, to determine the amount of credit loss reserve.

The following table summarizes the Company's allowance for credit losses on real estate notes receivable:

Dollars in thousandsTWELVE MONTHS ENDED DECEMBER 31, 2025TWELVE MONTHS ENDED DECEMBER 31, 2024
Allowance for credit losses, beginning of period$16,801$5,196
Credit loss reserves1,57159,563
Recoveries—(4,000)
Write-off(1,571)(43,958)
Allowance for credit losses, end of period$16,801$16,801

Interest Income

Income from Lease Finance Receivables

The Company recognized the related income fromtwo financing receivables totaling $8.0 million, $8.4 million and $8.3 million, respectively, for the years ended December 31, 2025, 2024 and 2023, based on an imputed interest rate over the terms of the applicable lease. As a result, the interest recognized from the financing receivable in any particular period will not equal the cash payments from the lease agreement in that period.

Acquisition costs incurred in connection with entering into the financing receivable are treated as loan origination fees. These costs are classified with the financing receivable and are included in the balance of the net investment. Amortization of these amounts will be recognized as a reduction to Interest income over the life of the lease.

Income from Real Estate Notes Receivable

For the years ended December 31, 2025, 2024 and 2023, the Company recognized interest income of $6.3 million, $8.0 million and $8.8 million, respectively, related to real estate notes receivable. The Company recognizes interest income on an accrual basis unless the Company has determined that collectability of contractual amounts is not reasonably assured, at which point the note is placed on non-accrual status. The Company did not have any loans on non-accrual status as of December 31, 2025.

New Accounting Pronouncements

On November 4, 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses, which will require entities to provide more detailed information in the notes to the financial statements related to certain expense captions on the face of the income statement. The ASU aims to increase transparency and provide investors with more detailed information about the nature of expenses reported on the face of the income statement. The new standard does not change the requirements for the presentation of expenses on the face of the income statement.

Under this ASU, entities are required to disaggregate, in a tabular format, expense captions presented on the face of the income statement — excluding earnings or losses from equity method investments — if they include any of the following expense categories: purchases of inventory, employee compensation, depreciation, intangible asset amortization, and depreciation or depletion. For any remaining items within each relevant expense caption, entities must provide a qualitative description of the nature of those expenses. The new ASU is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is evaluating the impact of the adoption of this ASU on its consolidated financial statements and compliance with these new disclosure requirements will begin with the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2027.

On November 25, 2025, the FASB issued ASU 2025-09, Derivatives and Hedging (Topic 815): Hedge Accounting Improvements, which amends certain aspects of the hedge accounting guidance in ASC 815. The update improves the application of hedge accounting in the following areas; (i) similar risk assessment for cash flow hedges, (ii) hedging interest payments on choose-your-rate debt, (iii) cash flow hedges on non-financial forecasted transactions, (iv) net written options as hedging instruments and (v) provide for additional flexibility in measuring hedge effectiveness.

The standard is effective for fiscal years beginning after December 15, 2026, including interim periods within those fiscal years. Early adoption is permitted and applied prospectively. The Company is currently evaluating the impact of the adoption of this ASU may have on its consolidated financial statements.

On December 8, 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements, to provide clarity on the current interim reporting requirements and the applicability of ASC 270. The new guidance creates a comprehensive list of interim disclosures required under GAAP and incorporates a disclosure principal that requires disclosures at interim periods when an event or change that has a material effect on an entity has occurred since the last annual reporting period. Some examples that may require disclosure under this new principal include changes in (i) accounting principles or estimates, (ii) status of long-term contracts, (iii) capitalization, such as new borrowings or financing modifications, and (iv) reporting entity resulting from business combinations or disposals.

The amendments are effective for interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted, and the guidance can be applied prospectively or retrospectively. The Company is currently evaluating the impact of the adoption of this ASU may have on its interim consolidated financial statements.

  1. Property Investments

The Company invests in healthcare-related properties located throughout the United States. The Company provides management, leasing, development and redevelopment services, and capital for the construction of new facilities as well as for the acquisition of existing properties. The following table summarizes the Company’s consolidated investments at December 31, 2025.

Dollars in thousands · NUMBER OF PROPERTIES · LAND · BUILDINGS AND IMPROVEMENTS · LEASE INTANGIBLES · PERSONAL PROPERTY · TOTAL · ACCUMULATED DEPRECIATION
Dallas, TX36$73,030$851,579$24,481$541$949,631$(225,919)
Seattle, WA2443,312563,6364,920695612,563(210,965)
Houston, TX2457,251514,11435,348357607,070(120,217)
Charlotte, NC3133,173483,75523,597143540,668(157,273)
Phoenix, AZ3328,913428,07820,6902477,683(71,204)
Denver, CO2445,638395,08923,035616464,378(117,569)
Raleigh, NC2656,706369,53524,18823450,452(69,561)
Atlanta, GA2336,940364,40615,739106417,191(98,267)
Nashville, TN1021,146314,5837,568748344,045(128,484)
Boston, MA13115,549219,95331,82860367,390(70,977)
Tampa, FL1728,987311,06120,82024360,892(59,354)
Indianapolis, IN3549,245262,45017,94913329,657(58,192)
Los Angeles, CA1549,770272,041438340322,589(139,900)
Austin, TX1121,601224,89710,47237257,007(49,954)
New York, NY1364,542169,12822,5054256,179(32,180)
Miami, FL1020,323215,44110,515103246,382(76,732)
Washington, DC95,270235,6703,79968244,807(71,092)
San Francisco, CA649,181185,0809,91552244,228(70,269)
Orlando, FL79,793171,97613,279—195,048(33,608)
Hartford, CT2529,199140,73916,00633185,977(30,162)
Other (32 markets)107203,7741,790,017118,1621912,112,144(490,164)
4991,043,3438,483,228455,2544,1569,985,981(2,382,043)
Investment in financing receivables, net1———123,249—
Financing lease right-of-use assets1————75,083—
Land held for development—————57,535—
Corporate property116,91130,937—2,90050,748(15,752)
Total real estate investments502$1,060,254$8,514,165$455,254$7,056$10,292,596$(2,397,795)
  1. Leases

Lessor Accounting Under ASC 842

The Company’s properties generally are leased pursuant to non-cancelable, fixed-term operating leases with expiration dates through 2052. Some leases provide tenants with fixed rent renewal terms while others have market rent renewal terms. Some leases provide the lessee, during the term of the lease, with an option or right of first refusal to purchase the leased property. The Company’s single-tenant net leases generally require the lessee to pay minimum rent and all taxes (including property tax), insurance, maintenance and other operating costs associated with the leased property.

The Company's leases typically have escalators that are either based on a stated percentage or an index such as the CPI. In addition, most of the Company's leases include nonlease components, such as reimbursement of operating expenses as additional rent, or include the reimbursement of expected operating expenses as part of the lease payment. The Company adopted an accounting policy to combine lease and nonlease components. Rent escalators based on indices and reimbursements of operating expenses that are not included in the lease rate are considered variable lease payments. Variable payments are recognized in the period earned. Lease income for the Company's operating leases recognized for the years ended December 31, 2025, 2024 and 2023 was $1.1 billion, $1.2 billion and $1.3 billion, respectively.

Future minimum lease payments under the non-cancelable operating leases, excluding any reimbursements, as of December 31, 2025 were as follows:

In thousands
2026$763,752
2027681,288
2028579,445
2029485,714
2030384,798
2031 and thereafter1,499,975
$4,394,972

Revenue Concentrations

The Company’s real estate portfolio is leased to a diverse tenant base. The Company did not have any customers that account for 10% or more of the Company's revenues for the years ended December 31, 2025, 2024 and 2023.

Purchase Option Provisions

Certain of the Company’s leases include purchase option provisions. The provisions vary by agreement but generally allow the lessee to purchase the property covered by the agreement at fair market value or an amount equal to the Company’s gross investment. The Company expects that the purchase price from its purchase options will be greater than its net investment in the properties at the time of potential exercise by the lessee. The Company had gross investments of approximately $55.7 million inthree real estate properties as of December 31, 2025 that were subject to purchase options that were exercisable.

Lessee Accounting Under ASC 842

As of December 31, 2025, the Company was obligated, as the lessee, under operating lease agreements consisting primarily of the Company’s ground leases. Contracts evaluated and treated as leases are those that convey the right to control the use of identified assets for a period of time in exchange for consideration. ASC 842 requires the recording of these leases based on the aggregate future cash flows, discounted utilizing the implicit rate in the lease, or, if not readily determinable, based upon the lessee's incremental borrowing rate, to which the Company utilizes market inputs that are both similar to the Company's credit profile and corresponding term of the leases. As of December 31, 2025, the Company had 168 properties totaling 12.4 million square feet that were held under ground leases. Some of the ground leases include fixed rent renewal terms and others have market rent renewal terms. The ground leases typically have initial terms of 40 to 99 years with expiration dates through 2119. Any rental increases related to the Company’s ground leases are generally either stated or based on the CPI. The Company had 60 prepaid ground leases as of December 31, 2025. The amortization of the prepaid rent, included in the operating lease right-of-use asset, represented approximately $1.4 million, $1.4 million and $1.3 million for the years ended December 31, 2025, 2024 and 2023, respectively.

The Company’s future lease payments (primarily for its 108 non-prepaid ground leases) as of December 31, 2025 were as follows:

In thousandsOPERATINGFINANCING
2026$9,305$2,066
20279,4382,105
20289,5572,137
20299,5982,169
20309,4712,204
2031 and thereafter422,051379,720
Total undiscounted lease payments$469,420$390,401
Discount(306,498)(317,271)
Lease liabilities$162,922$73,130

The following table provides details of the Company's total lease expense for the years ended December 31, 2025 and 2024:

YEAR ENDED DECEMBER 31
In thousands20252024
Operating lease cost
Operating lease expense$17,640$18,076
Variable lease expense5,2684,939
Finance lease cost
Amortization of right-of-use assets1,4801,533
Interest on lease liabilities3,6953,727
Total lease expense$28,083$28,275
Other information
Operating cash outflows related to operating leases$16,238$15,545
Operating cash outflows related to financing leases$2,235$2,107
Financing cash outflows related to financing leases$53$17
Right-of-use assets obtained in exchange for new operating lease liabilities$—$3,855
Weighted-average remaining lease term (excluding renewal options) - operating leases40.144.1
Weighted-average remaining lease term (excluding renewal options) - finance leases56.957.8
Weighted-average discount rate - operating leases5.6%5.7%
Weighted-average discount rate - finance leases5.0%5.0%
  1. Acquisitions, Dispositions and Mortgage Repayments

Acquisition Activity

The Company had no real estate acquisition activity for the years ended December 31, 2025 and 2024.

Unconsolidated Joint Ventures

As of December 31, 2025, the Company had a weighted average ownership interest of approximately 30% in 61 real estate properties, excluding held for sale assets, held in unconsolidated joint ventures. The Company recognizes distributions from unconsolidated joint ventures utilizing the nature of distribution approach and classifies the distributions based on the nature of the underlying activity that generated the distribution. The distributions from unconsolidated joint ventures for the years ended December 31, 2025 and 2024 were classified as operating activities.

The Company's investment in and loss recognized for the years ended December 31, 2025 and 2024 related to its unconsolidated joint ventures accounted for under the equity method are shown in the table below:

DECEMBER 31,
Dollars in thousands20252024
Investments in unconsolidated joint ventures, beginning of period$473,122$311,511
New investments during the period2,188172,244
Equity loss recognized during the period(188)(135)
Owner distributions(21,515)(10,498)
Investments in unconsolidated joint ventures, end of period$453,607$473,122

2025 Real Estate Asset Dispositions

The following table details the Company's dispositions for the year ended December 31, 2025:

Dollars in thousandsDATE DISPOSEDSALE PRICECLOSING ADJUSTMENTSCOMPANY-FINANCED MORTGAGE NOTESNET PROCEEDSNET REAL ESTATE INVESTMENTOTHERGAIN/(IMPAIR-MENT)SQUARE FOOTAGE
Boston, MA2/7/2025$4,500$(135)$—$4,365$4,325$15$2530,304
Denver, CO 12/14/20258,600(2,144)—6,4567,948113(1,605)69,715
Houston, TX 23/20/202515,000(4,087)(5,400)5,51314,343347(3,777)127,933
Boston, MA4/30/2025486(47)—439602377—
Boston, MA5/23/20253,000(36)—2,9642,6312730633,176
Jacksonville, FL6/26/20258,100(11)—8,08923,064(529)(14,446)53,169
Yakima, WA 16/26/202531,000(2,256)—28,7448,68934319,71291,561
Houston, TX6/27/202510,500(15)—10,48510,25042193—
South Bend, IN7/15/202543,100(283)—42,81729,481(7)13,343205,573
Milwaukee, WI 17/29/202542,000(913)—41,08740,644270173147,406
Naples, FL7/29/202519,250(2,692)—16,55815,58655941361,359
New York, NY7/30/202525,000(1,290)—23,71015,5313647,81589,893
Boston, MA8/25/2025450(45)—40541332(40)9,010
Lakeland, FL 38/27/20257,325(772)—6,5536,899234(580)31,158
Salem, OR8/29/20254,000(427)—3,5733,482159(68)21,026
Milwaukee, WI 19/29/202560,000(2,203)—57,79761,485(2,884)(804)220,747
Tampa, FL9/30/202522,000(778)—21,2226,21864614,35847,962
Dallas, TX 39/30/202558,800(1,885)—56,91526,8225,37924,714448,879
Chicago, IL9/30/202518,700(477)—18,22318,417(181)(13)56,531
Columbus, OH 49/30/202533,750(2,470)—31,28027,8844102,986117,060
Miami, FL9/30/202562,000(1,867)—60,13345,1522,58012,401152,976
New Haven, CT10/16/2025725(4)—7216123106—
Des Moines, IA10/29/20257,225(841)—6,3849,275(2,346)(545)152,655
Jacksonville, FL 111/17/202518,600(1,065)—17,53517,590463(518)40,333
Richmond, VA 511/18/2025171,000(8,772)—162,22857,22413,26391,741405,945
Boston, MA12/8/2025278(44)—2342831(49)10,380
Atlanta, GA12/19/20253,000(981)—2,0193,331(1,209)(103)—
Multiple 612/19/2025348,900(35,341)—313,559287,1211,41325,0251,522,500
Memphis, TN12/29/202523,021(79)—22,9428,876(2,070)16,136116,473
Phoenix, AZ12/29/202522,275(756)—21,51917,3671,2172,93589,980
Phoenix, AZ12/29/20255,225(335)—4,8904,92721(58)89,983
Houston, TX 712/30/202512,500(4,559)(6,400)1,5417,6314,811(4,501)49,319
Total Dispositions$1,090,310$(77,610)$(11,800)$1,000,900$783,561$23,488$205,6524,493,006

1 Includestwo medical outpatient properties.

2 The Company provided seller financing of approximately $5.4 million in connection with this sale.

3 Includes four medical outpatient properties.

4 Includes three medical outpatient properties.

5 Includes six medical outpatient properties.

6 The Company soldsix MOBs in El Paso, TX, four MOBs in Indianapolis, IN, two MOBs in each of Chicago, IL, Cincinnati, OH, Des Moines, IA, Fort Wayne, IN, Minneapolis, MN and Pittsburgh, PA; andone MOB in each of Detroit, MI, Las Vegas, NV and Salt Lake City, UT to a single buyer in a single transaction.

7 The Company provided seller financing of approximately $6.4 million in connection with this sale.

2024 Real Estate Asset Dispositions

The following table details the Company's dispositions and joint venture dispositions for the year ended December 31, 2024:

Dollars in thousandsDATE DISPOSEDSALE PRICECLOSING COSTS & CREDITSCOMPANY-FINANCED MORTGAGE NOTESNET CONSIDERATIONNET REAL ESTATE INVESTMENTOTHERGAIN/(IMPAIR-MENT)SQUARE FOOTAGE
Albany, NY4/1/24$725$(60)$—$665$765$(82)$(18)14,800
San Angelo, TX4/12/245,085(128)—4,9574,91766(26)24,580
Houston, TX5/20/24250(9)—241713(520)4837,040
Multiple 15/23/24284,348(14,270)—270,078254,17625,836(9,934)556,274
Denver, CO5/30/2419,000(628)—18,37218,522165(315)37,130
Austin, TX 16/6/2454,858(1,575)—53,28327,96462324,696129,879
Minneapolis, MN6/21/241,082(144)—9383034359250,291
Raleigh, NC 26/28/2499,518(2,835)—96,68386,8109068,967309,424
Albany, NY8/2/246,300(847)—5,4535,528486(561)180,000
Charlotte, NC8/6/2426,670(395)—26,27514,85361310,80990,633
Charleston, SC8/13/2414,500(589)—13,91111,48812,42246,711
Multiple 18/23/24118,000(8,615)—109,385113,956548(5,119)266,782
Multiple 38/27/24177,250(7,085)—170,165169,5455,363(4,743)473,003
Austin, TX9/13/2442,281(1,257)—41,02414,56142526,03876,246
Raleigh, NC9/26/241,813(27)—1,7861,69450425,934
Houston, TX 410/3/2412,000(1,001)(9,630)1,36911,266295(563)140,012
Greensboro, NC10/9/2412,514(21)—12,49310,1522962,04535,373
Des Moines, IA10/15/2431,750(1,320)—30,43013,8691,66214,89995,486
Albany, NY10/15/249,500(521)—8,9797,8231,193(37)80,676
Salt Lake City, UT 510/24/2430,712(8,962)—21,75026,899(9,406)4,257112,192
Miami, FL10/25/2436,789(706)—36,08335,925(209)367102,186
Miami, FL 610/25/2417,767(718)—17,04914,650(210)2,60960,761
Cleveland, OH12/10/241,000(157)—8431,45457(668)31,152
Boise, ID 712/12/2418,350(2,003)—16,34717,562345(1,560)83,078
Multiple 112/18/24310,250(6,767)—303,483321,4376,616(24,570)766,622
Atlanta, GA12/20/2415,900(1,318)—14,58213,34463560342,921
Los Angeles, CA 712/20/2464,000(4,805)—59,19547,3221,67610,197162,554
Tampa, FL12/27/2437,500(402)—37,09841,556(1,962)(2,496)95,896
Wichita Falls, TX12/27/24600(130)—4702,53014(2,074)25,133
Total dispositions$1,450,312$(67,295)$(9,630)$1,373,387$1,291,584$35,525$55,9074,132,769

1 The Company contributed the following medical outpatient properties to a joint venture in which the Company retained 20% ownership: one in each of Raleigh, NC, New York, NY, Philadelphia, PA, Atlanta, GA, Austin, TX, Miami, FL, Denver, CO, Memphis, TN, Indianapolis, IN, and Honolulu, HI; two MOBs in Los Angeles; three MOBs in Houston, TX and Dallas, TX; andfive in Seattle, WA. Sale price and square footage reflect the total sale price paid by the joint venture and total square footage of the property. The net proceeds to the Company related to these dispositions totaled $584.9 million.

2 The Company sold seven MOBs in Greensboro, NC andtwo non-clustered single-tenant MOBs in Raleigh, NC to a single buyer in a single transaction.

3 The Company contributed the following medical outpatient properties to a joint venture in which the Company retained 20% ownership: two in each of Nashville, TN and Denver, CO; one in each of Dallas, TX, San Antonio, TX and Atlanta, GA. Sale price and square footage reflect the total sale price paid by the joint venture and total square footage of the property. The net proceeds to the Company related to these dispositions totaled $148.9 million.

4 The Company provided seller financing of approximately $9.6 million in connection with this sale.

5 The Company sold an MOB that was included in a consolidated joint venture in which the Company held a 63% ownership interest. Proceeds include the Company's pro-rata share of the purchase price as well as amounts due to the Company by the joint venture.

6 Includestwo properties.

7 Includes three properties.

  1. Held for Sale

The Company had 18 properties andone land parcel classified as assets held for sale as of December 31, 2025. The Company hadthree properties classified as assets held for sale as of December 31, 2024.

The table below reflects the assets and liabilities classified as held for sale as of December 31, 2025 and 2024.

DECEMBER 31,
Dollars in thousands20252024
Balance Sheet data
Land$21,193$10,859
Building and improvements161,3653,410
Lease intangibles7,8223,286
Personal property101—
190,48117,555
Accumulated depreciation(55,908)(5,275)
Real estate assets held for sale, net 1134,57312,280
Operating lease right-of-use assets3,641—
Other assets, net5,366617
Assets held for sale, net$143,580$12,897
Accounts payable and accrued liabilities$4,514$694
Operating lease liabilities6,792—
Other liabilities3,854589
Liabilities of assets held for sale$15,160$1,283

1 Net real estate assets held for sale include the impact of $121.7 million and $24.1 millionof impairment charges for the years ended December 31, 2025 and 2024, respectively.

Subsequent Dispositions

On January 14, 2026, the Company disposed of a 60,039 square foot medical office building in Atlanta, Georgia for $21.9 million.

This property was classified as held for sale as of December 31, 2025.

  1. Impairment Charges - Long-Lived Assets

An asset is impaired when undiscounted cash flows expected to be generated by the asset are less than the carrying value of the asset. The Company must assess the potential for impairment of its long-lived assets, including real estate properties, whenever events occur or there is a change in circumstances, such as the sale of a property or the decision to sell a property, which indicate that the recorded value might not be fully recoverable.

The Company recorded impairment charges totaling $361.1 million related to completed or planned dispositions, changes in holding periods or changes in property use for the year ended December 31, 2025. The Company recorded impairment charges totaling $249.9 million as a result of completed and planned disposition activity for the year ended December 31, 2024. Both level 1 and level 3 fair value techniques were used to derive these impairment charges.

As of December 31, 2025,18 real estate properties totaling $134.3 million were measured at fair value using level 3 fair value hierarchy. The level 3 fair value techniques included using discounted cash flow models, brokerage estimates, letters of intent, and unexecuted purchase and sale agreements, less estimated closing costs, and are non-binding in nature. The determination of fair value using the discounted cash flow model technique requires the use of estimates and assumptions related to revenue and expense growth rates, terminal capitalization rates, discount rates, capital expenditures and working capital levels.

  1. Other Assets

Other assets consist primarily of real estate notes receivable, straight-line rent receivables, prepaid assets, intangible assets, accounts receivable and additional long-lived assets. Items included in "Other assets, net" on the Company’s Consolidated Balance Sheets as of December 31, 2025 and 2024 are detailed in the table below:

Dollars in thousandsDecember 31, 2025December 31, 2024
Prepaid assets$179,179$154,957
Real estate notes receivable, net86,966127,624
Straight-line rent receivables137,415124,970
Accounts receivable, net 132,80936,495
Above-market intangible assets, net19,10832,230
Interest rate swap assets4885,263
Project costs5,1314,903
Additional long-lived assets, net2,7764,197
Net investment in lease2,2272,168
Investment in securities 2—1,936
Debt issuance costs, net11,6381,758
Customer relationship intangible assets, net1,3131,011
Other8,7459,984
$487,795$507,496

1 The amounts for December 31, 2025 and 2024 are net of allowance for doubtful accounts of$7.3 million and $9.5 million, respectively.

2 This amount represents the value of the Company's preferred stock investment in a data analytics platform. In 2025, a fair value measurement impairment of $1.9 million was recorded on this investment and is included in "Impairment of real estate properties and credit loss reserves" on the Statement of Operations.

  1. Intangible Assets and Liabilities

The Company has several types of intangible assets and liabilities included in its Consolidated Balance Sheets, including, debt issuance costs, above-, below-, and at-market lease intangibles, and customer relationship intangibles. For additional details on the Company's debt issuance costs, see Note 9 to the Consolidated Financial Statements. The Company’s intangible assets and liabilities, including assets held for sale and certain debt issuance costs, as of December 31, 2025 and 2024 consisted of the following:

GROSS BALANCE at December 31, · ACCUMULATED AMORTIZATION at December 31, · WEIGHTED AVG.REMAINING LIFEin years · BALANCE SHEET CLASSIFICATION
Dollars in millions · 2025 · 2024 · 2025 · 2024
Credit facility debt issuance costs$19.4$6.9$7.8$5.23.6Other assets, net
Above-market lease intangibles (lessor)46.274.827.142.33.8Other assets, net
Customer relationship intangibles (lessor)2.92.11.61.117.6Other assets, net
Below-market lease intangibles (lessor)(69.1)(98.3)(38.7)(53.1)5.1Other liabilities
At-market lease intangibles463.1668.2276.7353.96.9Real estate properties
$462.5$653.7$274.5$349.46.7

For the years ended December 31, 2025, 2024 and 2023, the Company recognized approximately $112.8 million, $167.7 million, and $214.8 million of intangible amortization, respectively.

The following table represents expected amortization over the next five years of the Company’s intangible assets and liabilities in place as of December 31, 2025:

Dollars in millionsFUTURE AMORTIZATION OF INTANGIBLES, NET
2026$61.8
202738.9
202822.9
202913.8
20309.0
  1. Notes and Bonds Payable
BALANCE AS OF DECEMBER 31, 1 · MATURITY DATES 2 · CONTRACTUAL INTEREST RATES · EFFECTIVE INTEREST RATES · PRINCIPAL PAYMENTS · INTEREST PAYMENTS
Dollars in thousands · 2025 · 2024
$1.5B Unsecured Credit Facility 3$120,000$—7/29SOFR + 0.84%4.61%At maturityMonthly
$200M Unsecured Term Loan 4—199,8961/26SOFR + 1.04%4.91%At maturityMonthly
$150M Unsecured Term Loan 5—149,7906/26SOFR + 1.04%4.91%At maturityMonthly
$300M Unsecured Term Loan 6—299,9811/26SOFR + 1.04%4.91%At maturityMonthly
$200M Unsecured Term Loan199,635199,6417/27SOFR + 0.94%4.81%At maturityMonthly
$300M Unsecured Term Loan299,055298,7081/28SOFR + 0.94%4.81%At maturityMonthly
Senior Notes due 2025 7—249,8685/253.88%4.12%At maturitySemi-annual
Senior Notes due 2026595,026586,8248/263.50%4.94%At maturitySemi-annual
Senior Notes due 2027492,693488,1047/273.75%4.76%At maturitySemi-annual
Senior Notes due 2028298,653298,0291/283.63%3.85%At maturitySemi-annual
Senior Notes due 2030597,188586,0282/303.10%5.30%At maturitySemi-annual
Senior Notes due 2030297,610297,1903/302.40%2.72%At maturitySemi-annual
Senior Notes due 2031296,866296,3433/312.05%2.25%At maturitySemi-annual
Senior Notes due 2031685,873667,2333/312.00%5.13%At maturitySemi-annual
Mortgage notes payable28,82445,1364/26-12/263.60%-4.50%3.71%-6.88%MonthlyMonthly
$3,911,423$4,662,771

1 Balance is presented net of discounts and issuance costs and inclusive of premiums, where applicable.

2 Maturity date does not include extension options.

3 As of December 31, 2025, the Company had $1.4 billion available to be drawn on the Unsecured Credit Facility.

4 In January 2025, the Company repaid $25 million of the principal balance. In July 2025, the Company repaid $23.6 million of the principal balance. In October 2025, the Company repaid the remaining principal balance of $151.4 million in full.

5 In July 2025, the Company repaid $28.5 million of the principal balance. On December 17, 2025, the Company repaid the remaining principal balance of $121.5 million in full.

6 In January 2025, the Company repaid $10 million of the principal balance. In July 2025, the Company repaid $21.3 million of the principal balance. In November 2025, the Company repaid the remaining principal balance of $268.7 million in full.

7 In May 2025, the Company repaid its Senior Notes due 2025 at maturity consisting of $250 million of principal and $4.8 million of accrued interest.

The Company’s various debt agreements contain certain representations, warranties, and financial and other covenants customary in such debt agreements. Among other things, these provisions require the Company to maintain certain financial ratios and impose certain limits on the Company’s ability to incur indebtedness and create liens or encumbrances. As of December 31, 2025, the Company was in compliance with its financial covenant provisions under its various debt instruments.

Unsecured Credit Facility

On July 25, 2025 and as amended on January 9, 2026, the Company entered into the Fifth Amended and Restated Revolving Credit and Term Loan Agreement (the “Unsecured Credit Facility”) with Wells Fargo Bank, National Association, as Administrative Agent; Wells Fargo Securities, LLC and JPMorgan Chase Bank, N.A. as Joint Book Runners; Wells Fargo Securities, LLC, JPMorgan Chase Bank, N.A., PNC Capital Markets LLC, U.S. Bank National Association, The Bank of Nova Scotia, and BofA Securities, Inc., as Joint Lead Arrangers; and the other lenders named therein. The New Credit Facility provides for (i) a $1.5 billion unsecured revolving credit facility (the “Revolver”) and (ii)five individual unsecured term loan tranches. At closing, $73.4 million of term loans were repaid. The OP is the borrower under the Unsecured Credit Facility (in such capacity, the “Borrower”). A summary of the principal terms of the Unsecured Credit Facility and the Unsecured Credit Facility's effect on the Company's existing revolving credit term loan facilities is as follows:

The Unsecured Credit Facility replaced the Company's prior revolving credit and term loan facility evidenced by that certain Fourth Amended and Restated Revolving Credit and Term Loan Agreement dated as of July 20, 2022 by and among the Company, the OP, Wells Fargo Bank, National Association, as Administrative Agent, and the other lenders identified therein, as amended (the “Prior Credit Facility”). All outstanding obligations due under the Prior Credit Facility were reallocated to the lenders under the Unsecured Credit Facility.

The Company’s $1.5 billion Revolver was continued with a maturity extension from October 31, 2025 to July 25, 2029, withtwo six-month extension options. The Revolver includes a sublimit of $120 million for letters of credit.

The previously funded $200 million term loan was continued with a maturity date of January 31, 2026 andthree extension options totaling 16 months.

The previously funded $150 million term loan was continued with a maturity date of June 1, 2026, withtwo extension options ofsix months each.

The previously funded $300 million term loan was continued with a maturity date of October 31, 2025, with four extension options totaling 24 months.

The previously funded $200 million term loan was continued with a maturity date of July 20, 2027, withtwo extension options of 12 months each.

The previously funded $300 million term loan was continued with a maturity date of January 20, 2028, withone extension option of 12 months.

Revolving loans outstanding under the Unsecured Credit Facility bear interest at a floating rate equal to the daily simple Secured Overnight Financing Rate ("SOFR"), term SOFR or base rates, as applicable, plus an applicable margin. The applicable margin is determined based on the Borrower’s credit ratings and ranges from 0.725% per annum to 1.40% per annum (currently 0.84% per annum). Term loans outstanding under the Unsecured Credit Facility bear interest at a rate equal to Term SOFR rates plus an applicable margin. The applicable margin is determined based on the Borrower’s credit ratings and ranges from 0.80% per annum to 1.60% per annum (currently 0.94% or 1.04% per annum). In addition, the Borrower pays a facility fee on the Revolver commitments at a rate per annum determined based on the Borrower’s credit ratings and ranging from 0.125% per annum to 0.30% per annum (currently 0.20% per annum).

Except as set forth above, the principal terms of the Unsecured Credit Facility are substantially consistent with the terms of the Prior Credit Facility. Specifically, the Unsecured Credit Facility contains representations and warranties and affirmative and negative covenants that are customary for facilities of this size and type. These covenants include, among others: limitations on the incurrence of additional indebtedness; limitations on mergers, investments and acquisitions; limitations on dividends and redemptions of capital stock; limitations on transactions with affiliates; and requirements to comply with certain financial covenants, including a maximum consolidated leverage ratio, a maximum consolidated secured leverage ratio, a maximum consolidated unencumbered leverage ratio, a minimum fixed charge coverage ratio and a minimum unsecured coverage ratio.

In February 2026, the Company entered into a commercial paper dealer agreement to issue short-term commercial paper notes up to $600.0 million, with maturities up to 364 days. The program is back-stopped by the Unsecured Credit Facility. The notes will be issued at par less a discount representing an interest factor, or if interest bearing, at par.

Senior Notes

The following table summarizes the Company’s aggregate Senior notes principal balance as of December 31, 2025 and 2024.

DECEMBER 31,
Dollars in thousands20252024
Senior notes principal balance$3,449,285$3,699,285
Unaccreted discount(181,552)(224,759)
Debt issuance costs(3,824)(4,907)
Senior notes carrying amount$3,263,909$3,469,619

Changes in Debt Structure

On May 1, 2025, the Company repaid its Senior Notes due 2025 at maturity consisting of $250 million of principal and $4.8 million of accrued interest.

Term Loans

The following table summarizes the Company’s aggregate term loan principal balances as of December 31, 2025 and 2024.

DECEMBER 31,
Dollars in thousands20252024
Term loan principal balances$500,000$1,150,000
Debt issuance costs(1,310)(1,984)
Term Loans carrying amount$498,690$1,148,016

Changes in Debt Structure

During the year ended December 31, 2025, the Company repaid the $300 million Unsecured Term Loan due January 2026, the $200 million Unsecured Term Loan due January 2026, and the $150 million Unsecured Term Loan due June 2026 and recorded approximately $0.5 million of accelerated amortization expense included in the loss of extinguishment of debt.

Mortgage Notes Payable

The following table summarizes the Company’s aggregate mortgage notes principal balance as of December 31, 2025 and 2024.

DECEMBER 31,
Dollars in thousands20252024
Mortgage notes payable principal balance$28,904$45,278
Unamortized premium—140
Unaccreted discount(39)(134)
Debt issuance costs(41)(148)
Mortgage notes payable carrying amount$28,824$45,136

The following table details the Company’s mortgage notes payable, with related collateral.

ORIGINAL BALANCE · EFFECTIVE INTEREST RATE 3 · MATURITY DATE · COLLATERAL 4 · PRINCIPAL AND INTEREST PAYMENTS 5 · INVESTMENT IN COLLATERAL at December 31, · BALANCE at December 31,
Dollars in millions · 2025 · 2025 · 2024
Life Insurance Co. 1$16.53.57%12/25MOB,OFCMonthly/7-yr amort.$37.2$—$15.4
Financial Services 211.53.71%4/26MOBMonthly/10-yr amort.42.56.97.4
Life Insurance Co. 36.06.88%4/26MOBMonthly/7-yr amort.12.15.25.2
Life Insurance Co.19.24.08%12/26MOBMonthly/10-yr amort.44.916.717.1
$136.7$28.8$45.1

1 The Company repaid this loan in full in December 2025.

2 In December 2025, the Company extended the maturity date to April 2026.

3 The contractual interest rates for thethree outstanding mortgage notes ranged from 3.6% to 4.5% as of December 31, 2025.

4 MOB-Medical outpatient building; OFC-Office

5 Payable in monthly installments of principal and interest with the final payment due at maturity (unless otherwise noted).

Other Long-Term Debt Information

Future maturities of the Company’s notes and bonds payable as of December 31, 2025, were as follows:

Dollars in thousandsPRINCIPAL MATURITIESNET ACCRETION/AMORTIZATION 1DEBT ISSUANCE COSTS 2NOTES AND BONDS PAYABLE%
2026$628,904$(41,837)$(1,719)$585,34815.0%
2027700,000(36,192)(1,608)662,20016.9%
2028600,000(35,179)(704)564,11714.4%
2029120,000(37,025)(674)82,3012.1%
2030949,500(26,131)(402)922,96723.6%
2031 and thereafter1,099,785(5,227)(68)1,094,49028.0%
$4,098,189$(181,591)$(5,175)$3,911,423100.0%

1 Includes discount accretion and premium amortization related to the Company’s Senior Notes and two mortgage notes payable.

2 Excludes approximately $11.6 million in debt issuance costs related to the Company's Unsecured Credit Facility included in other assets, net.

  1. Derivative Financial Instruments

Risk Management Objective of Using Derivatives

The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity, and credit risk, primarily by managing the amount, sources, and duration of its assets and liabilities and the use of derivative financial instruments. Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. The Company’s derivative financial instruments are used to manage differences in the amount, timing, and duration of the Company’s known or expected cash receipts and its known or expected cash payments principally related to the Company’s borrowings.

Cash Flow Hedges of Interest Rate Risk

The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. During 2025, 2024, and 2023, such derivatives were used to hedge the variable cash flows associated with existing variable-rate debt.

For derivatives designated and that qualify as cash flow hedges of interest rate risk, the gain or loss on the derivative is recorded in accumulated other comprehensive income (loss) and subsequently reclassified into interest expense in the same period(s) during which the hedged transaction affects earnings. Amounts reported in accumulated other comprehensive income (loss) related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s variable-rate debt.

During the year ended December 31, 2025, the Company reclassified $4.3 million of AOCI into "Interest and other (expense) income, net" on the Company's Consolidated Statements of Operations related to ineffective hedged transactions oneight interest rate swaps, which were previously designated as cash flow hedges of interest rate risk, due to debt repayments. The Company terminated interest rate swaps with notional values totaling $575 million, in connection with the repayment ofthe $300 million Unsecured Term Loan due January 2026, the $200 million Unsecured Term Loan due January 2026, and the $150 million Unsecured Term Loan due June 2026. The Company paid $4.3 million related to the termination of interest rate swaps due to debt repayments, which is included in financing activities on the Company's Consolidated Statements of Cashflows.

As of December 31, 2025, the Company had interest rate derivatives that were designated as cash flow hedges of interest rate risk. The table below presents the notional value and weighted average rates of the Company's derivative financial instruments as of December 31, 2025 and 2024:

NOTIONAL VALUE AS OF · WEIGHTED AVERAGE RATE · NOTIONAL VALUE AS OF · WEIGHTED AVERAGE RATE
EXPIRATION · DECEMBER 31, 2025 · EXPIRATION · DECEMBER 31, 2024
May 2026$100,0002.15%May 2026$275,0003.74%
June 2026——%June 2026150,0003.83%
December 2026150,0003.84%December 2026150,0003.84%
June 2027150,0004.13%June 2027200,0004.27%
December 2027100,0004.13%December 2027300,0003.93%
$500,0003.65%$1,075,0003.92%

Tabular Disclosure of Fair Values of Derivative Instruments on the Balance Sheet

The table below presents the fair value of the Company's derivative financial instruments as well as their classification on the Consolidated Balance Sheets as of December 31, 2025 and 2024.

AS OF DECEMBER 31, 2025AS OF DECEMBER 31, 2024
Dollars in thousandsBALANCE SHEET LOCATIONFAIR VALUEBALANCE SHEET LOCATIONFAIR VALUE
Interest rate swaps 2019Other Assets$488Other Assets$2,493
Interest rate swaps 2022Other Assets—Other Assets2,250
Interest rate swaps 2022Other Liabilities(3,928)Other Liabilities(853)
Interest rate swaps 2023Other Assets—Other Assets521
Interest rate swaps 2023Other Liabilities—Other Liabilities(3,310)
Total derivatives designated as hedging instruments$(3,440)$1,101

Tabular Disclosure of the Effect of Fair Value and Cash Flow Hedge Accounting on Accumulated Other Comprehensive

Income (Loss)

The table below presents the effect of cash flow hedge accounting on Accumulated other comprehensive income (loss) ("AOCI") as of December 31, 2025 and 2024 related to the Company's outstanding interest rate swaps.

AMOUNT OF GAIN/(LOSS) RECOGNIZED IN AOCI ON DERIVATIVE for the year ended December 31, · AMOUNT OF (GAIN)/LOSS RECLASSIFIED FROM AOCI INTO INCOME for the year ended December 31,
Dollars in thousands · 2025 · 2024 · 2025 · 2024
Interest rate swaps 2019$122$—Interest expense$(2,127)$—
Interest rate swaps 2022(2,653)15,237Interest expense(902)(10,317)
Interest rate swaps 2023—7,572Interest expense—(3,416)
Settled treasury hedges——Interest expense427428
Settled interest rate swaps(2,571)—Interest expense(656)168
Settled interest rate swaps——Other expense4,301—
Total$(5,102)$22,809Total$1,043$(13,137)

The Company estimates that an additional $2.4 million will be reclassified from AOCI as a net increase to interest expense over the next 12 months.

Tabular Disclosure Offsetting Derivatives

The table below presents a gross presentation, the effects of offsetting, and a net presentation of the Company's derivatives as of December 31, 2025. The net amounts of derivative liabilities can be reconciled to the tabular disclosure of fair value. The tabular disclosure of fair value provides the location that derivative liabilities are presented on the Company's Consolidated Balance Sheets.

Offsetting of Derivative Assets
GROSS AMOUNTS of recognized assets · GROSS AMOUNTS OFFSET in the Consolidated Balance Sheets · NET AMOUNTS OF ASSETS presented in the Consolidated Balance Sheets · GROSS AMOUNTS NOT OFFSET in the Consolidated Balance Sheets
FINANCIAL INSTRUMENTS · CASH COLLATERAL · NET AMOUNT
Derivatives$488$—$488$(488)$—$—
Offsetting of Derivative Liabilities
GROSS AMOUNTS of recognized liabilities · GROSS AMOUNTS OFFSET in the Consolidated Balance Sheets · NET AMOUNTS OF LIABILITIES presented in the Consolidated Balance Sheets · GROSS AMOUNTS NOT OFFSET in the Consolidated Balance Sheets
FINANCIAL INSTRUMENTS · CASH COLLATERAL · NET AMOUNT
Derivatives$(3,928)$—$(3,928)$488$—$(3,440)

Credit-risk-related Contingent Features

The Company has agreements with each of its derivative counterparties that contain a provision where the Company could be declared in default on its derivative obligations if repayment of the underlying indebtedness is accelerated by the lender due to the Company's default on the indebtedness. The Company has agreements with each of its derivative counterparties that contain a provision where if the Company either defaults or is capable of being declared in default on any of its indebtedness, then the Company could also be declared in default on its derivative obligations.

As of December 31, 2025, the fair value of derivatives in a net liability position including accrued interest but excluding any adjustment for nonperformance risk related to these agreements was$4.0 million. As of December 31, 2025, the Company has not posted any collateral related to these agreements and was not in breach of any agreement provisions.

  1. Stockholders’ Equity

Common Stock

The Company hadno preferred shares outstanding and had common shares outstanding for the years ended December 31, 2025, 2024, and 2023 as follows:

YEAR ENDED DECEMBER 31,
202520242023
Balance, beginning of year350,532,006380,964,433380,589,894
Issuance of common stock—8,6238,627
Conversion of OP units to common stock22,228194,767190,544
Shares repurchased—(30,794,250)—
Non-vested share-based awards, net of withheld shares and forfeitures1,048,904158,433175,368
Balance, end of year351,603,138350,532,006380,964,433

At-The-Market Equity Offering Program

On December 17, 2025, the Company renewed its ATM equity offering program to sell shares of the Company's common stock from time to time in at-the-market sales transactions. The Company entered into equity distribution agreements with various sales agents having an aggregate offering price of up to $1.0 billion. As of December 31, 2025, there has been no activity under the program.

Dividends Declared

During 2025, the Company declared and paid common stock dividends aggregating $1.10 per share ($0.31 per share for the first and second quarter and $0.24 per share for the third and fourth quarter).

On February 12, 2026, the Company declared a quarterly common stock dividend in the amount of $0.24 per share payable on March 11, 2026, to stockholders of record on February 24, 2026.

Common Stock Repurchases

On October 28, 2025, the Company's Board of Directors authorized the repurchase of up to $500.0 million of outstanding shares of the Company's common stock, superseding the previous $300.0 million stock repurchase authorization. The stock repurchase authorization expires on October 27, 2026, and the Company may suspend or terminate repurchases at any time without prior notice. Under the Maryland General Corporation Law, outstanding shares of common stock acquired by a corporation become authorized but unissued shares, which may be re-issued. As of December 31, 2025, the Company had$500.0 million remaining under its current share repurchase authorization.

In January 2026, the Company repurchased 2.9 million shares of its common stock at an average price of$17.27 per share for a total of $50.0 million resulting in $450.0 million remaining under its current share repurchase authorization.

Accumulated Other Comprehensive (Loss) Income

The following table represents the changes in accumulated other comprehensive (loss) income during the years ended December 31, 2025 and 2024:

INTEREST RATE SWAPS as of December 31,
Dollars in thousands20252024
Beginning balance$(1,168)$(10,741)
Other comprehensive income (loss) before reclassifications(5,035)22,527
Amounts reclassified from accumulated other comprehensive (loss) income1,029(12,954)
Net current-period other comprehensive income (loss)(4,006)9,573
Ending balance$(5,174)$(1,168)

The following table represents the details regarding the reclassifications from accumulated other comprehensive (loss) income during the year ended December 31, 2025 (dollars in thousands):

DETAILS ABOUT ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) COMPONENTSAMOUNT RECLASSIFIED from accumulated other comprehensive income (loss)AFFECTED LINE ITEM in the statement where net income is presented
Amounts reclassified from accumulated other comprehensive income (loss) related to settled interest rate swaps$(229)Interest Expense
Amounts reclassified from accumulated other comprehensive income (loss) related to settled interest rate swaps4,301Interest and other (expense) income, net
Amounts reclassified from accumulated other comprehensive income (loss) related to current interest rate swaps(3,029)Interest Expense
$1,043
  1. Stock and Other Incentive Plans

Stock Incentive Plan

The Company's Incentive Plan permits the grant of incentive awards to its employees and directors in any of the following forms: options, stock appreciation rights, restricted stock, restricted or deferred stock units, performance awards, dividend equivalents, or other stock-based awards, including units in the OP. As of December 31, 2025 and 2024, the Company had share-based awards available for grant under the Incentive Plan of 3,979,387 and 6,140,496 shares, respectively. Non-vested shares issued to employees under the Incentive Plan are generally subject to fixed vesting periods varying from three toeight years beginning on the date of issue. If a recipient voluntarily terminates his or her relationship with the Company or is terminated for cause before the end of the vesting period, the shares are forfeited, at no cost to the Company. Once the shares have been issued, the recipient has the right to receive dividends and the right to vote the shares through the vesting period. Compensation expense, included in general and administrative expense, recognized during the years ended December 31, 2025, 2024 and 2023 from the amortization of the value of shares over the vesting period issued to employees and directors was $22.4 million, $31.8 million and $14.6 million, respectively. Included in these amounts for 2025 and 2024, is accelerated amortization of awards in connection with the termination without cause of certain of the Company's officers totaling $8.8 million and $17.8 million, respectively. The following table represents expected amortization of the Company's non-vested shares issued as of December 31, 2025:

Dollars in millionsFUTURE AMORTIZATION of non-vested shares
2026$11.5
20279.6
20282.9
20290.6
2030 and thereafter0.3
Total$24.9

Executive Incentive Plan

The Compensation Committee has adopted an executive incentive plan pursuant to the Incentive Plan (the "Executive Incentive Plan") to provide specific award criteria with respect to incentive awards made under the Incentive Plan subject to the discretion of the Compensation Committee. Under the terms of the Executive Incentive Plan, the Company's named executive officers and certain other members of senior management may earn incentive awards in the form of cash, non-vested stock, restricted stock units ("RSUs"), and units in the OP ("OP Units").

For 2025, 2024 and 2023, compensation expense, included in general and administrative expense, resulting from the amortization of the Executive Incentive Plan non-vested shares and RSU grants to officers was approximately $15.1 million,$16.8 million, and$9.0 million, respectively. Included in these amounts for 2025 and 2024, is accelerated amortization of outstanding non-vested stock and RSU awards in connection with the termination without cause of certain of the Company's officers totaling $6.0 million and $8.5 million, respectively. Details of equity awards that have been issued under this plan are as follows:

Restricted Stock

During the first quarter of 2025, the Company granted non-vested stock awards to its named executive officers and other members of senior management with an aggregate grant date fair value of $6.9 million, which consisted of an aggregate of 414,611 non-vested shares of common stock with athree-year vesting period.

During the second quarter of 2025, the Company granted non-vested stock awards to its named executive officers and other members of senior management with an aggregate grant date fair value of $7.8 million, which consisted of an aggregate of 499,323 non-vested shares of common stock with vesting periods ranging from three tofour years.

During the third quarter of 2025, the Company granted non-vested stock awards to members of its senior management with an aggregate grant date fair value of $0.5 million, which consisted of an aggregate of 27,946 non-vested shares of common stock with athree-year vesting period.

During the fourth quarter of 2025, the Company granted non-vested stock awards to members of its senior management with an aggregate grant date fair value of $0.5 million, which consisted of an aggregate of 24,482 non-vested shares of common stock with an approximatetwo-year vesting period.

Restricted Stock Units

On February 11, 2025, the Company granted an aggregate of 275,735 RSUs to members of senior management, subject to athree-year performance period, with an aggregate grant date fair value of $5.4 million.

During the second quarter of 2025, the Company granted an aggregate of 16,038 RSUs to members of senior management, subject to athree-year performance period, with an aggregate grant date fair value of $0.3 million.

The RSUs vest based on relative total shareholder return ("TSR") performance and were valued using independent specialists. The Company utilized a Monte Carlo simulation to calculate the weighted average grant date fair value of $19.47 for the RSU grants using the following assumptions:

Volatility28.0%
Dividend assumptionAccrued
Expected term3 years
Risk-free rate4.35%
Stock price (per share)$16.17

LTIP Series C Units

On February 11, 2025, the Company granted an aggregate of 166,976 LTIP-C units in the OP to its named executive officers subject to athree-year performance period with an aggregate grant date fair value of $1.6 million.

The LTIP-C units in the OP vest based on relative TSR performance and were valued using independent specialists. The Company utilized a Monte Carlo simulation to calculate the weighted average grant date fair value of $9.88 for the February 2025 grant using the following assumptions:

Volatility28.0%
Dividend assumptionAccrued
Expected term3 years
Risk-free rate4.35%
Stock price (per share)$16.17

The Company records amortization expense based on the Monte Carlo simulation throughout the performance period.

On April 15, 2025, the Company granted 347,770 LTIP-C units in the OP to its newly appointed Chief Executive Officer subject to athree-year performance period with an aggregate grant date fair value of $3.4 million.

The LTIP-C units in the OP vest based on relative TSR performance and were valued using independent specialists. The Company utilized a Monte Carlo simulation to calculate the weighted average grant date fair value of $9.83 for the April 2025 grant using the following assumptions:

Volatility27.0%
Dividend assumptionAccrued
Expected term3 years
Risk-free rate3.80%
Stock price (per share)$15.70

The Company records amortization expense based on the Monte Carlo simulation throughout the performance period.

For 2025, compensation expense resulting from the amortization of LTIP-C units awarded to officers was approximately $2.6 million. The Company accelerated the amortization of outstanding LTIP-C awards in connection with the termination without cause of certain of its officers, totaling $0.8 million.

Officer Incentive Program

In 2025 the Company granted a performance-based award to certain non-executive officers totaling approximately $0.7 million, which was granted in the form of 45,277 non-vested shares. The shares have vesting periods ofthree years.

For 2025, 2024 and 2023, compensation expense resulting from the amortization of these non-vested share grants awarded to officers was approximately$0.9 million, $0.5 million, and $0.6 million, respectively.

Salary Deferral Plan

The Company's salary deferral plan allows certain of its officers to elect to defer up to 50% of their base salary in the form of non-vested shares subject to long-term vesting. The number of shares will be increased through a Company match depending on the length of the vesting period selected by the officer. The officer's vesting period choices are: three years for a 30% match; five years for a 50% match; andeight years for a 100% match. During 2025, 2024 and 2023, the Company issued 17,338 shares,29,902 shares and 31,792 shares, respectively, to its officers through the salary deferral plan. For 2025, 2024 and 2023, compensation expense resulting from the amortization of non-vested share grants to officers was approximately$0.5 million, $1.1 million, and $0.9 million, respectively.

Non-employee Directors Incentive Plan

The Company grants non-vested share-based awards to its non-employee directors under the Incentive Plan. The directors’ awards typically have aone-year vesting period and are subject to forfeiture prior to such date upon termination of the director’s service, at no cost to the Company. For 2025, 2024 and 2023, compensation expense resulting from the amortization of non-vested share-based grants to directors was approximately $1.9 million, $2.4 million, and $2.1 million, respectively.

During the second quarter of 2025, the Company granted non-vested stock awards to certain of its independent directors, with a grant date fair value of $1.1 million, which consisted of an aggregate of 72,144 non-vested shares, with aone-year vesting period.

During the second quarter of 2025, the Company also granted LTIP Series D units in the OP to certain of its independent directors, with a grant fair value of$0.5 million, which consisted of an aggregate of 34,586 non-vested units, with aone-year vesting period.

Other Grants

The Company also issued grants to certain members of senior management resulting in compensation expense for 2025, 2024, and 2023 totaling $1.4 million, $2.2 million, and $0.8 million respectively.

In 2024, the Company granted 69,022 non-vested shares to its interim Chief Executive Officer with a grant date fair value of $1.2 million with vesting the earlier of the appointment of a permanent CEO orone-year. In 2025, the Company accelerated the amortization of $0.9 million.

The Company also issued one-time non-vested share grants related to executive management transition in 2016. In 2024, the Company accelerated the amortization of these outstanding awards, including in connection with the termination without cause of its CEO and CFO, totaling $1.6 million.

The following table represents the summary of non-vested share-based awards (including restricted stock, RSUs, LTIP-C units and LTIP-D units) under the Incentive Plans and related information for the years ended December 31, 2025, 2024, and 2023:

YEAR ENDED DECEMBER 31,
Dollars in thousands, except per share data202520242023
Share-based awards, beginning of year1,799,7372,615,5622,090,060
Granted 11,942,2261,732,4841,164,359
Vested(959,869)(2,284,767)(403,266)
Change in awards based on performance assessment 2(21,758)(47,202)(205,668)
Forfeited(194,899)(216,340)(29,923)
Share-based awards, end of year2,565,4371,799,7372,615,562
Weighted-average grant date fair value of
Share-based awards, beginning of year$22.30$25.56$30.35
Share-based awards granted during the year$14.76$15.49$18.70
Share-based awards vested during the year$17.83$21.43$28.38
Share-based awards change in performance assessment during the year$29.16$20.21$29.05
Stock-based awards forfeited during the year$13.84$16.87$31.16
Share-based awards, end of year$17.89$22.30$25.56
Grant date fair value of shares granted during the year$28,661$26,844$22,171

1 LTIP-C units are issued at the maximum possible value of the award and are reflected as such in this table until the performance period has been satisfied and the exact number of awards are determinable.

2 The Company's RSUs that are based on operating performance metrics are evaluated on the probability of those performance metrics being achieved. During 2023, the Company determined that the operating performance goals related to the RSUs issued in 2022 are not probable of being achieved and reversed all of the outstanding amortization expense for that grant. In addition, the Company lowered the probability of achieving the operating performance goals related to the RSUs issued in 2023.

The vesting periods for the non-vested shares granted during 2025 ranged fromone toeight years with a weighted-average amortization period remaining as of December 31, 2025 of approximately 2.7 years.

During 2025, 2024 and 2023, the Company withheld 234,496 shares,485,209 shares and 126,085 shares, respectively, of common stock from its officers to pay estimated withholding taxes related to the vesting of shares.

401(k) Plan

The Company maintains a 401(k) plan that allows eligible employees to defer salary, subject to certain limitations imposed by the Internal Revenue Code. The Company provides a matching contribution up to $2,800 per employee, subject to certain limitations. The Company’s matching contributions were approximately $1.3 million for 2025,$1.4 million for 2024 and$1.5 million for 2023.

  1. Earnings Per Share

The Company uses the two-class method of computing net earnings per common share. The Company's non-vested share-based awards are considered participating securities pursuant to the two-class method.

The table below sets forth the computation of basic and diluted earnings per common share for the years ended December 31, 2025, 2024, and 2023.

YEAR ENDED DECEMBER 31,
Dollars in thousands, except per share data202520242023
Weighted average common shares outstanding
Weighted average common shares outstanding351,350,200367,444,706380,850,967
Non-vested shares(1,552,450)(1,891,650)(1,923,096)
Weighted average common shares outstanding - basic349,797,750365,553,056378,927,871
Weighted average common shares outstanding - basic349,797,750365,553,056378,927,871
Dilutive effect of OP Units———
Weighted average common shares outstanding - diluted349,797,750365,553,056378,927,871
Net loss$(249,485)$(663,904)$(282,083)
Income allocated to participating securities(2,217)(3,122)(2,504)
Loss attributable to non-controlling interest3,4149,4193,822
Adjustment to loss attributable to non-controlling interest for legally outstanding restricted units(193)(2,798)(851)
Net loss applicable to common stockholders - basic and diluted$(248,481)$(660,405)$(281,616)
Basic earnings per common share - net loss$(0.71)$(1.81)$(0.74)
Diluted earnings per common share - net loss$(0.71)$(1.81)$(0.74)

The effect of OP Units redeemable for 4,230,433 shares of common stock for the year ended December 31, 2025, was excluded from the calculation of diluted loss per common share because the effect was anti-dilutive as a result of the loss from continuing operations incurred during the year.

  1. Commitments and Contingencies

Tenant Improvements

The Company may provide a tenant improvement allowance in new or renewal leases for the purpose of refurbishing or renovating tenant space. As of December 31, 2025, the Company had commitments of approximately $161.8 million that are expected to be spent on tenant improvements throughout the portfolio, excluding development properties currently under construction.

Land Held for Development

Land held for development includes parcels of land owned by the Company, upon which the Company intends to develop and own outpatient healthcare facilities. The Company's land held for development included 17 parcels as of December 31, 2025 and 15 parcels as of December 31, 2024. The Company’s investments in land held for development totaled approximately $57.5 million as of December 31, 2025 and $52.4 million as of December 31, 2024. The current land held for development is located adjacent to certain of the Company's existing medical office buildings in Colorado, Connecticut, Florida, Georgia, New York, North Carolina, Tennessee, Texas, and Washington.

Security Deposits and Letters of Credit

As of December 31, 2025, the Company held approximately $36.7 million in letters of credit and security deposits for the benefit of the Company in the event the obligated tenant fails to perform under the terms of its respective lease. Generally, the Company may, at its discretion and upon notification to the tenant, draw upon these instruments if there are any defaults under the leases.

  1. Other Data

Taxable Income (unaudited)

The Company has elected to be taxed as a REIT, as defined under the Internal Revenue Code. To qualify as a REIT, the Company must meet a number of organizational and operational requirements, including a requirement that it currently distribute at least 90% of its taxable income to its stockholders.

As a REIT, the Company generally will not be subject to federal income tax on taxable income it distributes currently to its stockholders. Accordingly, no provision for federal income taxes has been made in the accompanying Consolidated Financial Statements. If the Company fails to qualify as a REIT for any taxable year, then it will be subject to federal income taxes at regular corporate rates, including any applicable alternative minimum tax, and may not be able to qualify as a REIT for four subsequent taxable years. Even if the Company qualifies as a REIT, it may be subject to certain state and local taxes on its income and property and to federal income and excise tax on its undistributed taxable income.

Earnings and profits (as defined under the Internal Revenue Code), the current and accumulated amounts of which determine the taxability of distributions to stockholders, vary from net income attributable to common stockholders and taxable income because of different depreciation recovery periods, depreciation methods, and other items.

On a tax basis, the Company’s gross real estate assets totaled approximately $10.0 billion, $11.1 billion and $12.6 billion as of December 31, 2025, 2024 and 2023, respectively.

Characterization of Distributions (unaudited)

Distributions in excess of earnings and profits generally constitute a return of capital. The table below gives the characterization of the distributions of the Company’s common stock for the years ended December 31, 2025, 2024 and 2023.

For the years ended December 31, 2025, 2024 and 2023, there wereno preferred shares outstanding. As such, no dividends were distributed related to preferred shares for those periods.

YEAR ENDED DECEMBER 31,
Dollars in per share amounts202520242023
Tax Treatment of Dividends
Ordinary income 1$0.4801$0.4335$0.5482
Return of capital0.25440.75580.5031
Capital gain0.36550.05070.1887
Common stock distributions$1.1000$1.2400$1.2400

1 Reporting year ordinary income is also Code Section 199A eligible per The Tax Cut and Jobs Act of 2017 as made permanent by the OBBBA.

State Income Taxes

The Company must pay certain state income taxes, which are typically included in general and administrative expense on the Company’s Consolidated Statements of Operations.

The State of Texas gross margins tax on gross receipts from operations is disclosed in the table below as an income tax.

State income tax expense and state income tax payments for the years ended December 31, 2025, 2024 and 2023 are detailed in the table below:

YEAR ENDED DECEMBER 31,
Dollars in thousands202520242023
State income tax expense
Texas gross margins tax$1,175$1,674$1,206
Other106126133
Total state income tax expense$1,281$1,800$1,339
State income tax payments, net of refunds and collections$1,256$1,787$1,324
  1. Fair Value of Financial Instruments

The following methods and assumptions were used to estimate the fair value of each class of financial instrument for which it is practical to estimate that value.

Cash, cash equivalents and restricted cash - The carrying amount approximates fair value (level 1 inputs) due to the short-term maturity of these investments.

Real estate notes receivable - Real estate notes receivable is recorded in other assets on the Company's Consolidated Balance Sheets. Fair value is estimated using cash flow analyses, based on current interest rates for similar types of arrangements using level 2 inputs in the hierarchy. However, the fair value of one note receivable at December 31, 2024, was determined utilizing the fair value of the receivable's collateral, which was determined based on an executed purchase and sale agreement of the underlying collateral, and therefore was classified as level 1 inputs in the hierarchy.

Borrowings under the unsecured credit facility and the Term Loans - The carrying amount approximates fair value because the borrowings are based on variable market interest rates.

Senior Notes and Mortgage notes payable - The fair value of notes and bonds payable is estimated using cash flow analyses, based on the Company’s current interest rates for similar types of borrowing arrangements.

Interest rate swap agreements - Interest rate swap agreements are recorded in other assets/liabilities on the Company's Consolidated Balance Sheets at fair value. Fair value is estimated by utilizing pricing models, level 2 inputs, which consider forward yield curves and discount rates. See Note 10 for additional information.

The table below details the fair value and carrying values for our other financial instruments as of December 31, 2025 and 2024.

December 31, 2025December 31, 2024
Dollars in millionsCARRYING VALUEFAIR VALUECARRYING VALUEFAIR VALUE
Notes and bonds payable 1, 2$3,911.4$3,928.8$4,662.8$4,578.4
Real estate notes receivable$87.0$86.5$127.2$122.4

1 Level 2 – model-derived valuations in which significant inputs and significant value drivers are observable in active markets.

2 Fair value for senior notes includes accrued interest as of December 31, 2025 and December 31, 2024.

  1. Segment Reporting

The Company is a REIT that owns, leases, acquires, invests in joint ventures, manages, finances, develops and redevelops its medical outpatient properties and reports the operating results in the accompanying Consolidated Financial Statements asone reportable segment. The CODM assesses performance and allocates resources based on consolidated net income (loss) as reported on the Company's Consolidated Statements of Operations. The Company uses net income (loss) to monitor expected versus actual results to assess the segment's performance. The measure of the Company's reportable segment assets is reported on the Company's Consolidated Balance Sheets as total assets.

Pursuant to ASU 2023-07, Segment Reporting (Topic 280), public entities are required to disclose more detailed information about significant reportable segment expenses that are regularly provided to the CODM.

The table below details the significant expenses for the years ended December 31, 2025, 2024 and 2023.

YEAR ENDED DECEMBER 31,
Dollars in thousands202520242023
Significant Segment Expenses:
Property taxes$114,536$126,692$137,634
Personnel92,06792,93594,775
Utilities91,88297,889101,840
Maintenance104,264110,962117,969
Totals$402,749$428,478$452,218

The following schedule reconciles net income to segment expenses.

YEAR ENDED DECEMBER 31,
Dollars in thousands202520242023
Revenue$1,180,546$1,268,316$1,343,769
Property taxes(114,536)(126,692)(137,634)
Personnel(92,067)(92,935)(94,775)
Utilities(91,882)(97,889)(101,840)
Maintenance(104,264)(110,962)(117,969)
Other segment expenses 1(118,895)(128,087)(106,624)
Transaction costs(2,029)(3,122)(2,026)
Merger-related costs——1,952
Depreciation and amortization(563,966)(675,152)(730,709)
Gain on sales of real estate properties and other assets235,389109,75377,546
Interest expense(208,989)(242,425)(258,584)
(Loss) gain on extinguishment of debt(451)(237)62
Impairment of real estate properties and credit loss reserves(364,598)(313,547)(154,912)
Impairment of goodwill—(250,530)—
Equity loss from unconsolidated joint ventures(188)(135)(1,682)
Interest and other (expense) income, net(3,555)(260)1,343
Net loss$(249,485)$(663,904)$(282,083)
  1. Other segment expenses are primarily related to administrative costs, travel, legal, technology, and insurance.

  2. Related-Party Transactions

In the ordinary course of conducting its business, the Company enters into agreements with affiliates in relation to the management and leasing of its real estate assets, including real estate assets owned through joint ventures.

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