Healthcare Realty Trust Inc
For the period ended Dec 31, 2025. Filed Apr 7, 2026.
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Dec 31, 2025 · Filed Apr 7, 2026
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Contents
Certain
Certain Relationships and
Related Party Transactions
The Board of Directors recognizes that related party transactions present a heightened risk of conflicts of
interest and/or improper valuation (or the perception thereof) and therefore has adopted the following policy
in connection with all related party transactions involving the Company.
Under this policy, no transaction between the Company and an officer, director or five percent or greater stockholder (including any immediate family member or controlled entity) is allowed unless:
the Nominating and Corporate Governance Committee has approved the transaction in accor-dance with the guidelines set forth in the policy and the transaction is on terms comparable to those that could be obtained in arm’s length dealings with an unrelated third party;
the transaction is approved by the disinterested members of the Board of Directors; or
the transaction involves compensation approved by the Compensation and Human Capital Committee.
No such approval is necessary for:
transactions available to all employees generally; or
transactions involving less than $5,000 when
aggregated with all similar transactions.
The Board of Directors has determined that the Nominating and Corporate Governance Committee is best
suited to review and approve related party transactions. Accordingly, management reports any related party transaction to be entered into by the Company to the Nominating and Corporate Governance Committee, including the proposed aggregate value of such transactions if applicable. After review, the Nominating and Corporate Governance Committee will approve or disapprove such transactions and, at each subsequently scheduled meeting, management will update the Nominating and Corporate Governance Committee as to any material change to those proposed transactions or any new transactions.
The Board of Directors recognizes that situations exist where a significant opportunity may be presented to management or a member of the Board of Directors that may equally be available to the Company, either directly or via referral. Before such an opportunity may be consummated by a related party, it must be presented to the Nominating and Corporate Governance Committee for consideration.
All related party transactions must be disclosed to the full Board of Directors. Additionally, related party trans-actions will be disclosed in the Company’s public filings in accordance with applicable federal securities law filings. The Company is not aware of any reportable related party transactions that occurred in 2025.
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