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Healthcare Realty Trust Inc

For the period ended Sep 30, 2026. Filed Oct 29, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2026 · Filed Oct 29, 2026

HR$19.20+0.7%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-06-30; filed 2026-07-30.

0001360604-26-000064

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-09-30; filed 2026-10-29.

0001360604-26-000070

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 222 previous paragraphs and 239 current paragraphs.

124 unchanged; 74 reworded; 39 added; 23 removed; 1 previous and 2 current paragraphs rearranged.

Tables are not compared: 9 previous and 9 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (39)

Current report

On October 22, 2026, the Company sold one medical office building, comprising 59,427 square feet, and a garage in Atlanta, GA for a total purchase price of $36.0 million.

Current report

On October 16, 2026, an unconsolidated joint venture where the Company owns 20% acquired one property for a purchase price of $17.5 million, for which the Company contributed $3.5 million.

Current report

•Dispositions in 2025 and 2026 resulted in a decrease of $28.7 million.

Current report

•A property reclassifying from an investment in financing receivable to building and improvements resulted in an increase of $2.1 million.

Current report

•Developments completed in 2025 resulted in an increase of $1.2 million.

Current report

Interest income decreased $2.4 million, or 67.7%, for the three months ended September 30, 2026, compared to the prior year period primarily as a result of a property reclassifying from an investment in financing receivable to building and improvements of $1.9 million. An additional decrease is due to notes receivables payoffs, net of new notes receivables, of approximately $0.5 million.

Current report

•Dispositions in 2025 and 2026 resulted in a decrease of $11.4 million.

Current report

Depreciation and amortization expense decreased $15.5 million, or 10.8%, for the three months ended September 30, 2026, compared to the prior year period primarily as a result of the following activity:

Current report

•Dispositions in 2025 and 2026 resulted in a decrease of $11.2 million.

Current report

Contractual interest expense decreased $8.9 million, or 20.4%, for the three months ended September 30, 2026, compared to the prior year period primarily as a result of the following activity:

Current report

In the third quarter of 2025, the Company recorded approximately $0.3 million in debt extinguishment costs related to the renewal of its Unsecured Credit Facility.

Current report

In the third quarter of 2025, the Company reclassified approximately $2.8 million from AOCI to other expense related to ineffectiveness on eight interest rate swaps. See Note 5 to the Condensed Consolidated Financial Statements in this report for more details regarding the Company's derivative accounting.

Current report

Nine Months Ended September 30, 2026 Compared to Nine Months Ended September 30, 2025

Current report

•Dispositions in 2025 and 2026 resulted in a decrease of $93.4 million.

Current report

•A property reclassifying from an investment in financing receivable to buildings and improvements resulted in an increase of $2.1 million.

Current report

•Developments completed in 2025 resulted in an increase of $2.6 million.

Current report

Interest income decreased $2.6 million, or 24.0%, for the nine months ended September 30, 2026, compared to the prior year period primarily as a result of a property reclassifying from an investment in financing receivable to buildings and improvements of $1.6 million and notes receivables payoffs, net of new notes receivables, of approximately $1.0 million.

Current report

Property operating expenses decreased $20.3 million, or 6.3%, for the nine months ended September 30, 2026 compared to the prior year period primarily as a result of the following activity:

Current report

•Dispositions in 2025 and 2026 resulted in a decrease of $35.9 million.

Current report

Depreciation and amortization expense decreased $68.0 million, or 15.0%, for the nine months ended September 30, 2026 compared to the prior year period primarily as a result of the following activity:

Current report

•Dispositions in 2025 and 2026 resulted in a decrease of $49.8 million.

Current report

•Developments completed in 2025 resulted in an increase of $0.9 million.

Current report

Contractual interest expense decreased $27.5 million, or 21.0%, for the nine months ended September 30, 2026 compared to the prior year period primarily as a result of the following activity:

Current report

During the nine months ended September 30, 2026, the Company recorded approximately $1.7 million in debt extinguishment costs related to the repayment of the Senior Notes due 2026.

Current report

During the nine months ended September 30, 2025, the Company recorded approximately $0.3 million in debt extinguishment costs related to the renewal of its Unsecured Credit Facility.

Current report

During the nine months ended September 30, 2025, the Company reclassified approximately $2.8 million from AOCI to other expense related to ineffectiveness on eight interest rate swaps. See Note 5 to the Condensed Consolidated Financial Statements in this report for more details regarding the Company's derivative accounting.
Removed paragraphs (23)

Previous report

On July 2, 2026, the Company sold two land parcels in Dallas, TX for a total purchase price of $5.5 million.

Previous report

•Dispositions in 2025 and 2026 resulted in a decrease of $32.0 million.

Previous report

•Dispositions in 2025 and 2026 resulted in a decrease of $12.0 million.

Previous report

Depreciation and amortization expense decreased $25.4 million, or 16.6%, for the three months ended June 30, 2026, compared to the prior year period primarily as a result of the following activity:

Previous report

•Dispositions in 2025 and 2026 resulted in a decrease of $18.7 million.

Previous report

Contractual interest expense decreased $9.4 million, or 21.2%, for the three months ended June 30, 2026, compared to the prior year period primarily as a result of the following activity:

Previous report

Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025

Previous report

•Dispositions in 2025 and 2026 resulted in a decrease of $65.2 million.

Previous report

•Developments completed in 2025 resulted in an increase of $1.4 million.

Previous report

Property operating expenses decreased $15.1 million, or 7.0%, for the six months ended June 30, 2026 compared to the prior year period primarily as a result of the following activity:

Previous report

•Dispositions in 2025 and 2026 resulted in a decrease of $24.7 million.

Previous report

Depreciation and amortization expense decreased $52.5 million, or 16.9%, for the six months ended June 30, 2026 compared to the prior year period primarily as a result of the following activity:

Previous report

•Dispositions in 2025 and 2026 resulted in a decrease of $38.3 million.

Previous report

Contractual interest expense decreased $18.6 million, or 21.4%, for the six months ended June 30, 2026 compared to the prior year period primarily as a result of the following activity:
Reworded paragraphs (74)

Previous wording

•Trends in the healthcare service industry, including the impact of the One Big Beautiful Bill Act passed during 2025 that is subject of ongoing analysis, may negatively affect the demand for the Company’s properties, lease revenues and the values of its investments;

Current wording

•Trends in the healthcare service industry, including the impact of the One Big Beautiful Bill Act passed during 2025 that is the subject of ongoing analysis, may negatively affect the demand for the Company’s properties, lease revenues and the values of its investments;

Previous wording

•New legislation or administrative or judicial action, in each instance potentially with retroactive effect, could make it more difficult or impossible for the Company to qualify as a REIT;

Current wording

•New legislation or administrative or judicial action, in each instance potentially with retroactive effect, could make it more difficult or impossible for the Company to qualify as a REIT; and

Previous wording

Cash flows provided by operating activities decreased from $211.0 million for the six months ended June 30, 2025 to$195.1 million for the six months ended June 30, 2026. Items impacting cash flows from operations include, but are not limited to, cash generated from property operations, interest payments and the timing of the payment of invoices and other expenses.

Current wording

Cash flows provided by operating activities decreased from $324.8 million for the nine months ended September 30, 2025 to $317.3 million for the nine months ended September 30, 2026. Items impacting cash flows from operations include, but are not limited to, cash generated from property operations, interest payments and the timing of the payment of invoices and other expenses.

Previous wording

Cash flows used in investing activities for the six months ended June 30, 2026 and June 30, 2025, were approximately$52.3 million and $41.9 million, respectively. Below is a summary of the investing activities.

Current wording

Cash flows used in investing activities for the nine months ended September 30, 2026 were approximately$113.7 million and cash flows provided by investing activities for the nine months ended September 30, 2025 were $184.3 million. Below is a summary of the investing activities.

Previous wording

The Company had the following real estate acquisition activity for the six months ended June 30, 2026:

Current wording

The Company had the following real estate acquisition activity for the nine months ended September 30, 2026:

Previous wording

The Company disposed of five properties and one land parcel during the six months ended June 30, 2026 for a total sales price of $49.1 million, generating net proceeds of $44.6 million after closing credits. The following table details these dispositions for the six months ended June 30, 2026:

Current wording

The Company disposed of 10 properties and four land parcels during the nine months ended September 30, 2026 for a total sales price of $81.3 million, generating net proceeds of $74.8 million after closing credits. The following table details these dispositions for the nine months ended September 30, 2026:

Previous wording

During the six months ended June 30, 2026, the Company incurred capital costs totaling $105.2 million for the following:

Current wording

During the nine months ended September 30, 2026, the Company incurred capital costs totaling $159.5 million for the following:

Previous wording

•$41.4 million toward development and redevelopment of properties;

Current wording

•$53.8 million toward development and redevelopment of properties;

Previous wording

•$34.9 million toward first generation tenant improvements and planned capital expenditures for acquisitions;

Current wording

•$62.1 million toward first generation tenant improvements and planned capital expenditures for acquisitions;

Previous wording

•$15.5 million toward second generation tenant improvements; and

Current wording

•$25.3 million toward second generation tenant improvements; and

Previous wording

During the six months ended June 30, 2026, the Company invested additional funding of $19.0 million, of which $17.7 million related to a property acquisition, in existing joint ventures in which it holds a 20% interest.

Current wording

During the nine months ended September 30, 2026, the Company contributed $47.9 million, of which $41.7 million related to property acquisitions, to existing joint ventures in which it holds a 20% interest.

Previous wording

In July 2026, an unconsolidated joint venture where the Company owns 20%, acquired two properties for a total purchase price of $86.1 million.

Current wording

On October 22, 2026, an unconsolidated joint venture where the Company owns 20% acquired two properties for a total purchase price of $51.7 million, for which the Company contributed $10.3 million.

Previous wording

In April 2026, the Company entered into a mezzanine loan agreement to provide funding up to $6.3 million for a future development. As of June 30, 2026, no funding has been provided.

Current wording

In April 2026, the Company entered into a mezzanine loan agreement to provide funding up to $6.3 million for a future development. As of September 30, 2026,$3.4 million of funding has been provided.

Previous wording

In April 2026, the Company received $45.2 million, upon maturity of a mortgage loan.

Current wording

In April 2026, the Company received $45.2 million upon maturity of a mortgage loan. In September 2026, the Company received $6.7 million upon the payoff of a mortgage loan.

Previous wording

Cash flows used in financing activities for the six months ended June 30, 2026 and June 30, 2025, were approximately$149.9 million and $212.3 million, respectively. See Notes 4 and 7 to the Condensed Consolidated Financial Statements in this report for more information about capital markets and financing activities.

Current wording

Cash flows used in financing activities for the nine months ended September 30, 2026 and September 30, 2025, were approximately$212.3 million and $534.5 million, respectively. See Notes 4 and 7 to the Condensed Consolidated Financial Statements in this report for more information about capital markets and financing activities.

Previous wording

On February 12, 2026, Healthcare Realty established its inaugural commercial paper program, with a total size of up to $600 million. As of June 30, 2026, the Company had a principal balance of$276.0 million outstanding.

Current wording

On February 12, 2026, Healthcare Realty established its inaugural commercial paper program, with a total size of up to $600 million. As of September 30, 2026, the Company had a principal balance of$347.5 million outstanding.

Previous wording

On May 7, 2026, the OP issued $700.0 million of 3.00% 2032 Exchangeable Senior Notes. The proceeds from the offering were primarily used to repay the Company’s $600 million of Senior Notes that were due to mature in August 2026. In connection with the offering of the 2032 Exchangeable Senior Notes, the Company and OP entered into the 2032 Capped Calls with an initial cap price of $27.41 per share. A portion of the proceeds from the 2032 Exchangeable Senior Notes was used to pay the premiums of the 2032 Capped Calls of approximately $28.9 million, which was recorded as reduction to stockholders' equity. See Note 4 to the Condensed Consolidated Financial Statements in this report for more information.

Current wording

On May 7, 2026, the OP issued $700.0 million of 3.00% 2032 Exchangeable Senior Notes. The proceeds from the offering were primarily used to repay the Company’s $600 million of Senior Notes that were due to mature in August 2026. In connection with the offering of the 2032 Exchangeable Senior Notes, the Company and the OP entered into the 2032 Capped Calls with an initial cap price of $27.41 per share. A portion of the proceeds from the 2032 Exchangeable Senior Notes was used to pay the premiums of the 2032 Capped Calls of approximately $28.9 million, which was recorded as a reduction to stockholders' equity. See Note 4 to the Condensed Consolidated Financial Statements in this report for more information.

Previous wording

On May 15, 2026, the Company and the OP (as borrower) entered into a term loan agreement (“The Term Loan Agreement”) which provides for a $400.0 million senior unsecured delayed draw term loan facility (the “Delayed Draw Term Loan”). The Term Loan Agreement has an accordion feature to increase the Delayed Draw Term Loan or add one or more new tranches of term loans up to an additional aggregate amount not to exceed $100.0 million, subject to the satisfaction of certain conditions and the receipt of additional commitments from existing or new lenders. The scheduled maturity date of the Delayed Draw Term Loan is May 15, 2029. Term loans outstanding under the Delayed Draw Term Loan will accrue interest at an annual rate equal to (a) the applicable margin, plus (b) at the OP’s option, (x) the base rate, (y) a forward-looking term rate based on the secured overnight financing rate (“SOFR”) as administered by the Federal Reserve Bank of New York (“Term SOFR”) or (z) a daily rate determined by reference to SOFR (“Daily Simple SOFR”), subject to a floor of, in the case of base rate, 1.00% and in the case of Term SOFR and Daily Simple SOFR, 0.00%. The applicable margin under the Term Loan Facility ranges from 0.00% to 0.550% for base rate loans and 0.675% to 1.550% for Term SOFR or Daily Simple SOFR loans, in each case, based on the non-credit enhanced, senior unsecured long-term debt ratings of the OP. Deferred financing costs incurred as a result of the transaction totaled approximately$4.1 million and are recorded as an other asset on the condensed consolidated balance sheet. As of June 30, 2026, no borrowings were outstanding under the Delayed Draw Term Loan.

Current wording

On May 15, 2026, the Company and the OP (as borrower) entered into a term loan agreement (the "Term Loan Agreement”), which provides for a $400.0 million senior unsecured delayed draw term loan facility (the “Delayed Draw Term Loan”). The Term Loan Agreement has an accordion feature to increase the Delayed Draw Term Loan or add one or more new tranches of term loans up to an additional aggregate amount not to exceed $100.0 million, subject to the satisfaction of certain conditions and the receipt of additional commitments from existing or new lenders. The scheduled maturity date of the Delayed Draw Term Loan is May 15, 2029. Term loans outstanding under the Delayed Draw Term Loan will accrue interest at an annual rate equal to (a) the applicable margin, plus (b) at the OP’s option, (x) the base rate, (y) a forward-looking term rate based on the secured overnight financing rate (“SOFR”) as administered by the Federal Reserve Bank of New York (“Term SOFR”) or (z) a daily rate determined by reference to SOFR (“Daily Simple SOFR”), subject to a floor of, in the case of base rate, 1.00% and in the case of Term SOFR and Daily Simple SOFR, 0.00%. The applicable margin under the Delayed Draw Term Loan ranges from 0.00% to 0.550% for base rate loans and 0.675% to 1.550% for Term SOFR or Daily Simple SOFR loans, in each case, based on the non-credit enhanced, senior unsecured long-term debt ratings of the OP. Deferred financing costs incurred as a result of the transaction totaled approximately$4.1 million and are recorded as an other asset on the condensed consolidated balance sheet. As of September 30, 2026, no borrowings were outstanding under the Delayed Draw Term Loan.

Previous wording

As of June 30, 2026, the Company hadtwo outstanding interest rate derivatives with notional values totaling$400.0 million to hedge the one-month term Secured Overnight Financing Rate ("SOFR") at a rate of 3.32%. As of June 30, 2026, both of these swaps were designated as cash flow hedges.

Current wording

As of September 30, 2026, the Company had two outstanding interest rate derivatives with notional values totaling $400.0 million to hedge the one-month term Secured Overnight Financing Rate ("SOFR") at a rate of 3.32%. As of September 30, 2026, both of these swaps were designated as cash flow hedges.

Previous wording

The Company expects that approximately 10-15% of its leases will expire each year in the ordinary course of business. There are 329 multi-tenant and single-tenant leases totaling 0.9 million square feet that will expire during the remainder of 2026. Approximately 70% of the leases expiring during the remainder of 2026 are for space in buildings located on or adjacent to hospital campuses, are distributed throughout the portfolio, and are not concentrated with any one tenant, health system or market area. The Company typically expects to retain 75% to 90% of tenants upon expiration, and the retention ratio for the first six months of the year was within this range.

Current wording

The Company expects that approximately 10-15% of its leases will expire each year in the ordinary course of business. There are 146 multi-tenant and single-tenant leases totaling 0.4 million square feet that will expire during the remainder of 2026. Approximately 73% of the leases expiring during the remainder of 2026 are for space in buildings located on or adjacent to hospital campuses, are distributed throughout the portfolio, and are not concentrated with any one tenant, health system or market area. The Company typically expects to retain 75% to 90% of tenants upon expiration, and the retention ratio for the first nine months of the year was within this range.

Previous wording

1 Purchase option prices are based on fair market value components that are determined by an appraisal process, except for two properties totaling $42.7 million with stated prices or prices based on fixed capitalization rates.

Current wording

1 Purchase option prices are based on fair market value components that are determined by an appraisal process, except for four properties totaling $118.6 million with stated prices or prices based on fixed capitalization rates.

Previous wording

2 These purchase options have been exercisable for an average of approximately 22.0 years.

Current wording

2 These purchase options have been exercisable for an average of approximately 11.6 years.

Previous wording

In addition to FFO, the Company presents Normalized FFO and FAD. Normalized FFO is presented by adding acquisition-related costs, acceleration of debt issuance costs, debt extinguishment costs, restructuring, severance and other Company-defined normalizing items to evaluate operating performance. FAD is presented by adding to Normalized FFO non-real estate depreciation and amortization, non-cash financing receivable amortization, loan origination cost amortization, deferred financing fees amortization, and stock-based compensation expense; and subtracting maintenance capital expenditures, including second generation tenant improvements and leasing commissions paid and straight-line rent income, net of expense. The Company's definition of these terms may not be comparable to that of other real estate companies as they may have different methodologies for computing these amounts. FFO, Normalized FFO and FAD should not be considered as an alternative to net income as an indicator of the Company's financial performance or to cash flow from operating activities as an indicator of the Company's liquidity. FFO, Normalized FFO and FAD should be reviewed in connection with GAAP financial measures.

Current wording

Normalized FFO non-real estate depreciation and amortization, non-cash interest amortization, and stock-based compensation expense; and subtracting maintenance capital expenditures, including second generation tenant improvements and leasing commissions and straight-line rent income, net of expense. The Company's definition of these terms may not be comparable to that of other real estate companies as they may have different methodologies for computing these amounts. FFO, Normalized FFO and FAD should not be considered as an alternative to net income as an indicator of the Company's financial performance or to cash flow from operating activities as an indicator of the Company's liquidity. FFO, Normalized FFO and FAD should be reviewed in connection with GAAP financial measures.

Previous wording

The table below reconciles net loss to FFO, Normalized FFO and FAD for the three and six months ended June 30, 2026 and 2025:

Current wording

The table below reconciles net loss to FFO, Normalized FFO and FAD for the three and nine months ended September 30, 2026 and 2025:

Previous wording

2 The Company utilizes the treasury stock method which includes the dilutive effect of nonvested share-based awards outstanding of 613,021 and 287,797, respectively, for the three months ended June 30, 2026 and 2025, and the dilutive impact of 4,247,299 and 4,262,579 OP Units outstanding for the three and six months ended June 30, 2026, respectively.

Current wording

2 The Company utilizes the treasury stock method which includes the dilutive effect of nonvested share-based awards outstanding of 722,102 and 472,119, respectively, for the three months ended September 30, 2026 and 2025, and the dilutive impact of 4,229,701 and 4,251,499 OP Units outstanding for the three and nine months ended September 30, 2026, respectively.

Previous wording

The following table reflects the Company's Same Store Cash NOI for the six months ended June 30, 2026 and 2025:

Current wording

The following table reflects the Company's Same Store Cash NOI for the nine months ended September 30, 2026 and 2025:

Previous wording

The following tables reconcile net loss to Same Store NOI and the same store property metrics to the total owned real estate portfolio for the six months ended June 30, 2026 and 2025:

Current wording

The following tables reconcile net loss to Same Store NOI and the same store property metrics to the total owned real estate portfolio for the nine months ended September 30, 2026 and 2025:

Previous wording

Rental income decreased $16.5 million, or 5.8%, for the three months ended June 30, 2026, compared to the prior year period. This decrease is primarily comprised of the following:

Current wording

Rental income decreased $9.8 million, or 3.4%, for the three months ended September 30, 2026, compared to the prior year period. This decrease is primarily comprised of the following:

Previous wording

•Leasing activity resulted in an increase of $14.7 million.

Current wording

•Leasing activity resulted in an increase of $15.6 million.

Previous wording

Other operating income increased $2.4 million, or 17.7%, for the six months ended June 30, 2026, compared to the prior year period primarily as a result of income from management fees related to unconsolidated joint ventures.

Current wording

Other operating income increased $1.0 million, or 14.9%, for the three months ended September 30, 2026, compared to the prior year period primarily as a result of income from management fees related to unconsolidated joint ventures.

Previous wording

Property operating expenses decreased $5.2 million, or 5.0%, for the three months ended June 30, 2026, compared to the prior year period primarily as a result of the following activity:

Current wording

Property operating expenses decreased $5.2 million, or 4.8%, for the three months ended September 30, 2026, compared to the prior year period primarily as a result of the following activity:

Previous wording

◦Developments completed in 2025 resulted in an increase of $0.5 million.

Current wording

•Property tax expense resulted in a decrease of $0.5 million

Previous wording

General and administrative expenses decreased approximately $9.1 million, or 38.8%, for the three months ended June 30, 2026, compared to the prior year period primarily as a result of the following activity:

Current wording

General and administrative expenses decreased approximately $9.3 million, or 42.9%, for the three months ended September 30, 2026, compared to the prior year period primarily as a result of the following activity:

Previous wording

•Decrease in restructuring and severance-related charges of $8.4 million;

Current wording

•Decrease in restructuring and severance-related charges of $11.1 million;

Previous wording

•Increase in non-cash incentive based cash compensation expense of $0.6 million;

Current wording

•Increase in non-cash incentive based cash compensation expense of $1.1 million; and

Previous wording

•Increases in other items including legal and other administrative costs of $0.8 million.

Current wording

•Increases in other items including legal and other administrative costs of $0.9 million.

Showing the first 40 of 74 pairs. Open the source sections for the rest.

Rearranged current paragraphs (2)

Current report — wording carried from elsewhere

In addition to FFO, the Company presents Normalized FFO and FAD. Normalized FFO is presented by adding acquisition-related costs, acceleration of debt issuance costs, debt extinguishment costs, restructuring, severance and other Company-defined normalizing items to evaluate operating performance. FAD is presented by adding to

Current report — wording carried from elsewhere

•Decrease in cash compensation expense of $2.6 million.
Rearranged previous paragraphs (1)

Previous report — wording carried elsewhere

◦Property tax expense of $0.2 million; and