Healthcare Realty Trust Inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

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3310 West End Avenue, Suite 700

Nashville, Tennessee 37203

P 615.269.8175

www.healthcarerealty.com

Annual Meeting

of Stockholders

TO OUR STOCKHOLDERS:

You are cordially invited to attend the 2026 annual meeting of stockholders of Healthcare Realty Trust Incorporated (the "Company"), to be held on May 19, 2026, at 10:00 a.m. (local time) at the Company's

corporate offices, located at 3310 West End Avenue, Suite 700, Nashville, Tennessee 37203.

The following pages contain the formal notice of the annual meeting and our proxy statement, which

describe the specific business to be considered and voted upon at the annual meeting. Whether or not you

plan to attend the meeting, we would greatly appreciate your efforts to vote your shares as soon as possible

by following the instructions located in the Notice of Internet Availability of Proxy Materials sent to you or

in our proxy statement. If you attend the meeting and wish to vote in person, you may withdraw your proxy

and vote your shares personally.

Sincerely,

Thomas N. Bohjalian

Chair of the Board of Directors

3310 West End Avenue, Suite 700

Nashville, Tennessee 37203

P 615.269.8175

www.healthcarerealty.com

Notice of Annual Meeting

of Stockholders

TO OUR STOCKHOLDERS:

The annual meeting of stockholders of Healthcare Realty Trust Incorporated (the “Company”) will be held on Tuesday, May 19, 2026, at 10:00 a.m. (local time) at the Company's corporate offices, located at 3310 West End Avenue, Suite 700, Nashville, Tennessee 37203, for the following purposes:

(1)To elect six nominees as directors to serve one-year terms expiring at the 2027 annual meeting of stockholders or until their successors are duly elected and qualified;

(2)To ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the Company and its subsidiaries for the Company’s 2026

fiscal year;

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

to Item 402 of Regulation S-K; and

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

The Board recommends that the stockholders vote FOR the election of the nominees to the Board of Directors and FOR each of proposals 2 and 3 listed above. Holders of record of the Company’s common stock at the

close of business on March 26, 2026 are entitled to vote at the meeting or at any postponement or adjournment of the meeting.

By order of the Board of Directors,

Andrew E. Loope

Executive Vice President, General Counsel, and Secretary

Table of Contents

Proxy Statement

ANNUAL MEETING

OTHER IMPORTANT DATES

RECORD

Thursday,March 26, 2026

DISTRIBUTION

Tuesday,April 7, 2026

This Proxy Statement contains information related to the annual meeting of stockholders of Healthcare Realty Trust Incorporated (the "Company") to be held at the Company's corporate offices, located at 3310 West End Avenue, Suite 700, Nashville, Tennessee 37203, on Tuesday, May 19, 2026, at 10:00 a.m. (local time) for the purposes set forth in the accompanying notice, and any postponement or adjournment thereof (the "Annual Meeting"). This Proxy Statement and the Annual Report to Stockholders for the Year Ended December 31, 2025 (the "Annual Report to Stockholders") are available to you on the Internet or, upon your request, will be delivered to you by mail or email in connection with the solicitation of proxies by the Board of Directors of the Company to be voted at the Annual Meeting. The Notice of Internet Availability of Proxy Materials (the "Notice of Internet Availability") is scheduled to be distributed on or about April 7, 2026.

Under rules adopted by the Securities and Exchange Commission (the "SEC"), the Company is making this Proxy Statement and the Annual Report to Stockholders available on the Internet instead of mailing a printed copy of these materials to each stockholder. Stockholders who receive the Notice of Internet Availability by mail will not receive a printed copy of these materials other than as described below. Instead, the Notice of Internet Availability contains instructions as to how stockholders may access and review the materials on the Internet, including information about how stockholders may submit proxies by telephone or over the Internet.

You can ensure that your shares are voted at the Annual Meeting by submitting your instructions by telephone or Internet, or, if you requested a printed copy of the proxy materials, by completing, signing, dating and returning the proxy card accompanying the materials in the envelope provided to you. Submitting your instructions or proxy by any of these methods will not affect your right to attend and vote at the Annual Meeting. We encourage our stockholders to submit proxies in advance of the Annual Meeting. A stockholder who gives a proxy may revoke it at any time before it is exercised by voting in person at the Annual Meeting, by delivering a subsequent proxy or by notifying the inspectors of election in writing of such revocation. If your shares are held for you in a brokerage, bank or other institutional account, you must obtain a proxy from that entity and bring it with you to hand in with your ballot in order to be able to vote your shares at the Annual Meeting.

The close of business on March 26, 2026 has been fixed as the record date for the determination of stockholders entitled to vote at the meeting. Our charter provides that the presence at the meeting, in person or by proxy, of the holders of 50% of the shares of the Company's Class A common stock, $0.01 par value per share (the "Common Stock"), outstanding on the record date will constitute a quorum, permitting the conduct of business at the meeting. Without your instructions, your broker or nominee is permitted to use its own discretion and vote your shares on certain routine matters (such as Proposal 2), but is not permitted to use its discretion and vote your shares on non-routine matters (such as Proposals 1 and 3). We urge you to give voting instructions to your broker or nominee on all proposals. Shares that are not permitted to be voted by your broker or nominee because you did not execute or return the proxy with instructions are called "broker non-votes." These so-called "broker non-votes" will be included in the calculation of the number of votes considered to be present at the meeting for purposes of determining a quorum. Additionally, the inspectors of election for the Annual Meeting will treat shares represented by proxies that reflect abstentions as shares that are present and entitled to vote for purposes of determining the presence of a quorum.

As of the close of business on the record date, the Company had 1,000,000,000 authorized shares of Common Stock, of which 346,534,039 shares were outstanding and entitled to vote. The Common Stock is the Company’s only outstanding class of voting stock. Each share of Common Stock will have one vote on each matter to be voted upon at the meeting.

Proposal 1

Election of Directors

The Board of Directors is organized in a single class, and the stockholders vote on the entire Board of Directors each year. There are currently seven members of the Board of Directors, and six of the current directors have been nominated for election at the Annual Meeting.

The Company's Fifth Articles of Amendment and Restatement, as amended and supplemented, do not provide for cumulative voting and, accordingly, each stockholder may cast one vote per share of Common Stock for each nominee. Pursuant to the Company's Fourth Amended and Restated Bylaws ("bylaws"), to elect a director nominee, the affirmative vote of a majority of all votes cast at a meeting at which a quorum is present must be cast in favor of the nominee. This means a director nominee must receive more votes “for” than “against” to be elected, with abstentions and broker non-votes not counting as votes “for” or “against.” If an incumbent director nominee fails to receive the required number of votes for reelection, then under Maryland law, he or she will continue to serve as a “holdover” director until his or her successor is duly elected and qualified.

Unless a proxy specifies otherwise or results in a broker non-vote, the persons named in the proxy will vote the shares covered thereby for the nominees designated by the Board of Directors listed below. Should any nominee become unavailable for election, shares covered by a proxy will be voted for a substitute nominee selected by the Board of Directors upon the recommendation of the Nominating and Corporate Governance Committee.

Qualifications of Nominees to be Directors

As described in the table below, the six nominees to serve on the Board of Directors are individuals from diverse backgrounds and experiences. The Board believes that each nominee possesses unique qualifications, skills and attributes that complement the performance of the full Board. The experiences that each has obtained from their respective professional backgrounds, as set forth individually in the table below, have qualified them to serve on the Board of Directors. The Board believes that the nominees set forth below work together well and contribute individual strengths and skills to effectively carry out the Board’s duties.

Core Skills of Director Nominees

Director Nominees

Except as indicated, each of the nominees has had the principal occupation indicated for more than five years.

Each nominee has consented to be a candidate and to serve if elected.

The Board of Directors recommends that the stockholders vote FOR the election of all of the proposed nominees to the Board of Directors.