Healthcare Realty Trust Inc

Security Ownership of Certain

Beneficial Owners and Management

The following table sets forth, as of March 26, 2026, the beneficial ownership of the Company’s equity securities as determined in accordance with Rule 13d-3 under the Exchange Act, except to the extent indicated otherwise

in the footnotes. Accordingly, all Company securities over which the directors, nominees and executive officers directly or indirectly have or share voting or investment power are listed as beneficially owned. As of March 26, 2026, there were 346,534,039 shares of the Company’s Common Stock outstanding.

• Less than 1%

(1) Includes shares of restricted stock.

(2) Information is based on a Form 4 filed by the reporting person with the SEC on January 5, 2026.

(3) Information is based on a Form 4 filed by the reporting person with the SEC on August 11, 2025.

(4)Information is based on a Schedule 13G/A filed on November 14, 2025 by Cohen & Steers, Inc., an investment adviser located at 1166 Avenue of the Americas, 30th Floor, New York, New York 10036. Cohen & Steers, Inc. reported that, through various of its subsidiaries, it possesses the sole power to vote 42,824,616 shares and to dispose of 56,429,507 shares of the Common Stock.

(5)Information is based on a Schedule 13G/A filed on February 13, 2024 by The Vanguard Group, an investment adviser located at 100 Vanguard Blvd., Malvern, Pennsylvania 19355. The Vanguard Group, Inc. reported that it possesses no sole power to vote, shared power to vote 446,168 shares, sole power to dispose of 52,672,945 shares and shared power to dispose of 850,135 shares of the Common Stock. On March 27, 2026, The Vanguard Group filed a Schedule 13G/A reporting that due to an internal realignment it no longer has, or is deemed to have, beneficial ownership over Company securities beneficially owned by various Vanguard subsidiaries and/or business divisions. The Vanguard Group also reported that certain subsidiaries or business divisions that formerly had, or were deemed to have, beneficial ownership with The Vanguard Group, will report beneficial ownership separately, on a disaggregated basis.

(6) Information is based on a Schedule 13G/A filed on January 24, 2024 by BlackRock, Inc., a holding company located at 50 Hudson Yards, New York, New York 10001. BlackRock, Inc. reported that, through various of its subsidiaries, it possesses the sole power to vote 42,119,330 shares and to dispose of 43,899,449 shares of the Common Stock.

(7) Information is based on a Schedule 13G/A filed on a February 9, 2026 by State Street Corporation, a holding company located at 1 Congress Street, Suite 1, Boston, Massachusetts 02114. State Street Corporation reported that it possesses no sole power to vote or dispose and shared power to vote 14,166,712 shares and shared power to dispose of 17,451,345 shares of the Common Stock.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires the Company’s directors, executive officers, and persons who own more than 10% of the Company’s Common Stock to file with the SEC initial reports of ownership and reports

of changes in ownership of the Common Stock. These officers, directors and greater than 10% stockholders of

the Company are required by SEC rules to furnish the Company with copies of all Section 16(a) reports they file. There are specific due dates for these reports and the Company is required to report in this Proxy Statement

any failure to file reports as required during 2025.

During 2025, based upon a review of these filings and written representations from the Company’s directors

and executive officers, the Company believes that all reports required to be filed with the SEC by Section 16(a) during the most recent fiscal year were timely filed.

Proposal 2

Ratification of Appointment of Independent Registered Public Accounting Firm

As disclosed in a Form 8-K filed by the Company with the SEC on February 23, 2026, on February 19, 2026, the Audit Committee elected to replace BDO USA, P.C. ("BDO") with Deloitte & Touche LLP (“Deloitte”) as the Company’s independent registered public accounting firm, effective as of February 19, 2026.

BDO’s reports on the Company’s financial statements as of and for the years ended December 31, 2024 and 2025, did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles.

During the fiscal years ended December 31, 2024 and 2025 and in the subsequent interim period through February 19, 2026, there were no "disagreements" as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions, between the Company and BDO on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which disagreement, if not resolved to BDO’s satisfaction, would have caused BDO to make reference to the subject matter of the disagreement in their reports on the Company’s financial statements.

During the fiscal years ended December 31, 2024 and 2025 and in the subsequent interim period through February 19, 2026, there were no “reportable events” as that term is defined in Item 304(a)(1)(v) of Regulation

S-K.

In accordance with Item 304(a)(3) of Regulation S-K, the Company furnished BDO with a copy of the disclosures that would be included in the Form 8-K and BDO furnished the requested letter, stating its agreement with such disclosures, and a copy of the letter was filed with the Form 8-K.

During the fiscal years ended December 31, 2024 and 2025 and in the subsequent interim period through February 19, 2026, neither the Company nor anyone on its behalf consulted with Deloitte with respect to: (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's consolidated financial statements, and neither a written report nor oral advice was provided to the Company that Deloitte concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue, or (ii) any matter that was either the subject of a “disagreement” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a “reportable event” (as defined in Item 304(a)(1)(v) of Regulation S-K).

Representatives of Deloitte and BDO are expected to be present at the Annual Meeting and will have an opportunity to make a statement and will be available to respond to appropriate questions.

The affirmative vote of a majority of the votes cast at the meeting is needed to ratify the appointment of Deloitte

as the Company’s independent registered public accounting firm for the fiscal year 2026. If the appointment is not ratified, the matter will be referred to the Audit Committee for further review. Abstentions and broker non-votes will have no effect on the outcome of the vote on this proposal.

Audit and Non-Audit Fees

The following table details fees and expenses for professional services

rendered by BDO to the Company for the last two fiscal years.

(1) Includes fees for services related to the audit and quarterly reviews

of the Company’s consolidated financial statements and internal control over financial reporting of $1,686,389 and $1,830,816, respectively, for 2025 and 2024, and fees in connection with the Company's equity offerings of $99,000 for 2025.

(2) Audit-related fees includes attestation procedures related to ESG metrics in the Company's credit facility.

(3) Services related to tax compliance.

The charter of the Audit Committee provides that the Audit Committee must pre-approve all services to be provided by the independent registered public accounting firm. Proposed services exceeding pre-approved cost levels or budgeted amounts also require specific pre-approval by the Audit Committee. All services provided by the Company’s independent registered public accounting firm were pre-approved by the Audit Committee, which concluded that the provision of such services by BDO was compatible with the maintenance of such accounting firm’s independence in the conduct of its auditing functions.

The Board of Directors recommends that the stockholders vote FOR ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm.