HEALTHPEAK PROPERTIES, INC.

Previous wording

Statements in this Quarterly Report on Form 10-Q that are not historical factual statements are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements include, among other things, statements regarding our and our officers’ intent, belief or expectation as identified by the use of words such as “may,” “will,” “project,” “expect,” “believe,” “intend,” “anticipate,” “seek,” “target,” “forecast,” “plan,” “potential,” “estimate,” “could,” “would,” “should” and other comparable and derivative terms or the negatives thereof. Forward-looking statements reflect our current expectations and views about future events and are subject to risks and uncertainties that could cause actual results, including our future financial condition and results of operations, to differ materially from those expressed or implied by any forward-looking statements. You are urged to carefully review the disclosures we make concerning risks and uncertainties that may affect our business and future financial performance.

Current wording

Statements in this Quarterly Report on Form 10-Q that are not historical factual statements are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements include, among other things, statements regarding our and our officers’ intent, belief or expectation as identified by the use of words such as “may,” “will,” “project,” “expect,” “believe,” “intend,” “anticipate,” “seek,” “target,” “forecast,” “plan,” “potential,” “estimate,” “could,” “would,” “should” and other comparable and derivative terms or the negatives thereof. Forward-looking statements reflect our current expectations and views about future events and are subject to risks and uncertainties that could cause actual results, including our future financial condition and results of operations, to differ materially from those expressed or implied by any forward-looking statements. You are urged to carefully review the disclosures we make concerning risks and uncertainties that may affect our business and future financial performance.

Previous wording

•our ability to successfully integrate our operations with Physicians Realty Trust and realize the anticipated synergies of the Merger (as defined below) and benefits of property management internalization;

Current wording

•our ability to successfully integrate our operations with Physicians Realty Trust and realize the anticipated synergies of our merger with Physicians Realty Trust (the “Merger”) and benefits of property management internalization;

Previous wording

We have a diversified portfolio of high-quality healthcare properties across three core asset classes of outpatient medical, lab, and continuing care retirement community (“CCRC”) real estate. Under the outpatient medical and lab segments, we own, operate, and develop outpatient medical buildings, hospitals, and lab buildings. Under the CCRC segment, our properties are operated through RIDEA structures. We have other non-reportable segments that are comprised primarily of: (i) an interest in an unconsolidated joint venture that owns 19 senior housing assets (our “SWF SH JV”) and (ii) loans receivable. These non-reportable segments have been presented on a combined basis herein.

Current wording

We have a diversified portfolio of high-quality healthcare properties across three core asset classes of outpatient medical, lab, and continuing care retirement community (“CCRC”) real estate. Under the outpatient medical and lab segments, we own, operate, and develop outpatient medical buildings, hospitals, and lab buildings. Under the CCRC segment, our properties are operated through RIDEA structures. We have other non-reportable segments that are comprised primarily of: (i) an interest in an unconsolidated joint venture that owns 19 senior housing assets (our “SWF SH JV”), (ii) loans receivable, and (iii) a preferred equity investment. These non-reportable segments have been presented on a combined basis herein.

Previous wording

At March 31, 2025, our portfolio of investments, including properties in certain of our unconsolidated joint ventures, consisted of interests in 700 properties: (i) Outpatient medical – 527 properties; (ii) Lab – 139 properties; (iii) CCRC – 15 properties; and (iv) Other non-reportable – 19 properties. The following table summarizes information for our reportable segments for the three months ended March 31, 2025 (dollars in thousands):

Current wording

At June 30, 2025, our portfolio of investments, including properties in certain of our unconsolidated joint ventures, consisted of interests in 702 properties: (i) Outpatient medical – 529 properties; (ii) Lab – 139 properties; (iii) CCRC – 15 properties; and (iv) Other non-reportable – 19 properties. The following table summarizes information for our reportable segments for the three months ended June 30, 2025 (dollars in thousands):

Previous wording

Higher interest rates and volatility in public and private equity and fixed income markets have led to increased costs and limitations on the availability of capital. In addition, higher interest rates have and could continue to adversely impact our borrowing costs, the fair value of our fixed rate instruments, transaction volume, and real estate values generally, including our real estate. To the extent our tenants and/or operators have experienced, or will experience, increased costs, liquidity constraints, and financing difficulties due to the foregoing macroeconomic and market conditions, they may be unable or unwilling to make payments or perform their obligations when due. We have also been affected by increased costs relating to tenant improvements and construction, which, together with higher costs of capital and potential tariff actions, have adversely affected, and in the future may adversely affect, the expected yields on our capital projects including our developments and redevelopments.

Current wording

Higher interest rates and uncertainty in public and private equity and fixed income markets have led to increased costs and limitations on the availability of capital. In addition, higher interest rates have and could continue to adversely impact our borrowing costs, the fair value of our fixed rate instruments, transaction volume, and real estate values generally, including our real estate. We have also been affected by increased costs relating to tenant improvements and construction, which, together with higher costs of capital and tariff actions (or potential tariff actions), have adversely affected, and in the future may adversely affect, the expected yields on our capital projects including our developments and redevelopments.

Previous wording

We continuously monitor the effects of domestic and global events on our operations and financial position, and on the operations and financial position of our tenants, operators, and borrowers, to enable us to remain responsive and adaptable to the dynamic changes in our operating environment. These events include, but are not limited to, the following, any of which could negatively impact our business: inflation; recession; interest rates; challenges in the financial markets; and actions by the U.S. political administration and regulatory agencies that affect healthcare policy, labor supply, procurement and construction costs, and general economic conditions (such as tariff actions, changes in healthcare regulation, decreases in government funding and staffing, and immigration reform).

Current wording

We continuously monitor the effects of domestic and global events on our operations and financial position, and on the operations and financial position of our tenants, operators, and borrowers, to enable us to remain responsive and adaptable to the dynamic changes in our operating environment. These events include, but are not limited to, the following, any of which could negatively impact our business: inflation; recession; interest rates; challenges in the financial markets; and actions by the U.S. political administration and regulatory agencies that affect healthcare policy, life science research or innovation, labor supply, procurement and construction costs, and general economic conditions (such as budget reconciliation actions, tariff actions, changes in healthcare regulation, decreases in government funding and staffing, and immigration reform).

Previous wording

•From January 1, 2025 through April 25, 2025, we repurchased 5.09 million shares of our common stock under the 2024 Share Repurchase Program (as defined below) at a weighted average price of $18.50 per share for a total of $94 million.

Current wording

•During the six months ended June 30, 2025, we repurchased 5.09 million shares of our common stock under the 2024 Share Repurchase Program (as defined below) at a weighted average price of $18.50 per share for a total of $94 million.

Previous wording

•In February 2025, we made a preferred equity investment in a joint venture that holds a lab campus under development in San Diego, California (the “HQ Point Preferred Equity Investment”). This investment is entitled to a preferred return, and we have committed to fund up to a total investment of $50 million. As of March 31, 2025, we have funded $21 million of our total commitment.

Current wording

•In February 2025, we made a preferred equity investment in a joint venture that holds a lab campus under development in San Diego, California (the “HQ Point Preferred Equity Investment”). This investment is entitled to a preferred return, and we have committed to fund up to a total investment of $50 million. As of June 30, 2025, we have funded $34 million of our total commitment.

Previous wording

•In January 2025, we received full repayment of: (i) the $48 million outstanding balance of one of our seller financing loans receivable and (ii) the $15 million outstanding balance of one secured loan with an original maturity of July 2027.

Current wording

•During the six months ended June 30, 2025, we received full repayment of: (i) the $48 million outstanding balance of one of our seller financing loans receivable and (ii) the $15 million outstanding balance of one secured loan.

Previous wording

We evaluate our business and allocate resources among our operating segments: (i) outpatient medical, (ii) lab, (iii) CCRC, (iv) an interest in our unconsolidated SWF SH JV, and (v) loans receivable. The Company’s reportable segments, as determined in accordance with ASC 280, Segment Reporting, are as follows: (i) outpatient medical, (ii) lab, and (iii) CCRC. Under the outpatient medical and lab segments, we own, operate, and develop outpatient medical buildings, hospitals, and lab buildings. Our CCRCs are operated through RIDEA structures. The SWF SH JV and loans receivable are non-reportable segments that have been presented on a combined basis herein. We evaluate performance based upon property adjusted net operating income (“Adjusted NOI” or “Cash NOI”) in each segment. The accounting policies of the segments are the same as those described in the summary of significant accounting policies in Note 2 to the Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the U.S. Securities and Exchange Commission (“SEC”), as updated by Note 2 to the Consolidated Financial Statements herein.

Current wording

We evaluate our business and allocate resources among our operating segments: (i) outpatient medical, (ii) lab, (iii) CCRC, (iv) an interest in our unconsolidated SWF SH JV, (v) loans receivable, and (vi) a preferred equity investment. The Company’s reportable segments, as determined in accordance with ASC 280, Segment Reporting, are as follows: (i) outpatient medical, (ii) lab, and (iii) CCRC. Under the outpatient medical and lab segments, we own, operate, and develop outpatient medical buildings, hospitals, and lab buildings. Our CCRCs are operated through RIDEA structures. The SWF SH JV, loans receivable, and preferred equity method investment are non-reportable segments that have been presented on a combined basis herein. We evaluate performance based upon property adjusted net operating income (“Adjusted NOI” or “Cash NOI”) in each segment. The accounting policies of the segments are the same as those described in the summary of significant accounting policies in Note 2 to the Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the U.S. Securities and Exchange Commission (“SEC”), as updated by Note 2 to the Consolidated Financial Statements herein.

Previous wording

Management believes that continued reporting of the same-store portfolio for only pre-merger Healthpeak Properties, Inc. offers minimal value to investors who are seeking to understand the operating performance and growth potential of the Combined Company. The Company was provided access to the underlying financial statements of legacy Physicians Realty Trust and other detailed information about each property, such as the acquisition date. Based on this available information, the Company was able to consistently apply its same-store definition across the combined portfolio. As a result of the Merger, approximately 98% of the combined portfolio is represented in the Merger-Combined Same-Store presentation for the outpatient medical segment for the three months ended March 31, 2025.

Current wording

Management believes that continued reporting of the same-store portfolio for only pre-merger Healthpeak Properties, Inc. offers minimal value to investors who are seeking to understand the operating performance and growth potential of the Combined Company. The Company was provided access to the underlying financial statements of legacy Physicians Realty Trust and other detailed information about each property, such as the acquisition date. Based on this available information, the Company was able to consistently apply its same-store definition across the combined portfolio. As a result of the Merger, approximately 97% of the combined portfolio is represented in the Merger-Combined Same-Store presentation for the outpatient medical segment for each of the three and six months ended June 30, 2025.

Previous wording

FFO as Adjusted. In addition, we present Nareit FFO on an adjusted basis before the impact of non-comparable items including, but not limited to, transaction and merger-related items, other impairments (recoveries) and other losses (gains), restructuring and severance-related charges, prepayment costs (benefits) associated with early retirement or payment of debt, litigation costs (recoveries), casualty-related charges (recoveries), deferred tax asset valuation allowances, and changes in tax legislation (“FFO as Adjusted”). These adjustments are net of tax, when applicable, and are reflective of our share of our joint ventures. Adjustments for joint ventures are calculated to reflect our pro rata share of both our consolidated and unconsolidated joint ventures. We reflect our share of FFO as Adjusted for unconsolidated joint ventures by applying our actual ownership percentage for the period to the applicable reconciling items on an entity by entity basis. We reflect our share for consolidated joint ventures in which we do not own 100% of the equity by adjusting our FFO as Adjusted to remove the third-party ownership share of the applicable reconciling items based on actual ownership percentage for the applicable periods. See “Nareit FFO” above for further disclosures regarding our use of pro rata share information and its limitations. Transaction and merger-related items include transaction expenses and gains/charges incurred as a result of mergers and acquisitions and lease amendment or termination activities. Prepayment costs (benefits) associated with early retirement of debt include the write-off of unamortized deferred financing fees, or additional costs, expenses, discounts, make-whole payments, penalties or premiums incurred as a result of early retirement or payment of debt. Other impairments (recoveries) and other losses (gains) include interest income associated with early and partial repayments of loans receivable and other losses or gains associated with non-depreciable assets including goodwill, undeveloped land parcels, and loans receivable. Management believes that FFO as Adjusted provides a meaningful supplemental measurement of our FFO run-rate and is frequently used by analysts, investors, and other interested parties in the evaluation of our performance as a REIT. At the same time that Nareit created and defined its FFO measure for the REIT industry, it also recognized that “management of each of its member companies has the responsibility and authority to publish financial information that it regards as useful to the financial community.” We believe stockholders, potential investors, and financial analysts who review our operating performance are best served by an FFO run-rate earnings measure that includes certain other adjustments to net income (loss), in addition to adjustments made to arrive at the Nareit defined measure of FFO. FFO as Adjusted is used by management in analyzing our business and the performance of our pro…

Excerpt shortened here; the source contains the full paragraph.

Current wording

FFO as Adjusted. In addition, we present Nareit FFO on an adjusted basis before the impact of non-comparable items including, but not limited to, transaction and merger-related items, other impairments (recoveries) and other losses (gains), restructuring and severance-related charges, prepayment costs (benefits) associated with early retirement or payment of debt, litigation costs (recoveries), casualty-related charges (recoveries), deferred tax asset valuation allowances, and changes in tax legislation (“FFO as Adjusted”). These adjustments are net of tax, when applicable, and are reflective of our share of our joint ventures. Adjustments for joint ventures are calculated to reflect our pro rata share of both our consolidated and unconsolidated joint ventures. We reflect our share of FFO as Adjusted for unconsolidated joint ventures by applying our actual ownership percentage for the period to the applicable reconciling items on an entity by entity basis. We reflect our share for consolidated joint ventures in which we do not own 100% of the equity by adjusting our FFO as Adjusted to remove the third-party ownership share of the applicable reconciling items based on actual ownership percentage for the applicable periods. See “Nareit FFO” above for further disclosures regarding our use of pro rata share information and its limitations. Prepayment costs (benefits) associated with early retirement of debt include the write-off of unamortized deferred financing fees, or additional costs, expenses, discounts, make-whole payments, penalties or premiums incurred as a result of early retirement or payment of debt. Other impairments (recoveries) and other losses (gains) include interest income associated with early and partial repayments of loans receivable and other losses or gains associated with non-depreciable assets including goodwill, undeveloped land parcels, and loans receivable. Management believes that FFO as Adjusted provides a meaningful supplemental measurement of our FFO run-rate and is frequently used by analysts, investors, and other interested parties in the evaluation of our performance as a REIT. At the same time that Nareit created and defined its FFO measure for the REIT industry, it also recognized that “management of each of its member companies has the responsibility and authority to publish financial information that it regards as useful to the financial community.” We believe stockholders, potential investors, and financial analysts who review our operating performance are best served by an FFO run-rate earnings measure that includes certain other adjustments to net income (loss), in addition to adjustments made to arrive at the Nareit defined measure of FFO. FFO as Adjusted is used by management in analyzing our business and the performance of our properties and we believe it is important that stockholders, potential investors, and financial analysts understand this measure used by management. We use FFO as Adjusted to: (i) eva…

Excerpt shortened here; the source contains the full paragraph.

Previous wording

Comparison of the Three Months Ended March 31, 2025 to the Three Months Ended March 31, 2024

Current wording

Comparison of the Three and Six Months Ended June 30, 2025 to the Three and Six Months Ended June 30, 2024

Previous wording

The increase in net income (loss) applicable to common shares was partially offset by:

Current wording

The decrease in net income (loss) applicable to common shares was partially offset by:

Previous wording

•an increase in depreciation related to: (i) assets acquired as part of the Merger and (ii) development and redevelopment projects placed in service during 2024;

Current wording

•an increase in depreciation related to: (i) assets acquired as part of the Merger and (ii) development and redevelopment projects placed in service during 2024 and 2025;

Previous wording

•a decrease in transaction and merger-related costs, primarily as a result of costs incurred in connection with the Merger in 2024;

Current wording

•a decrease in transaction and merger-related costs incurred in connection with the Merger in 2024;

Previous wording

•an increase in Adjusted NOI generated from our outpatient medical and lab segments related to: (i) assets acquired as part of the Merger, (ii) development and redevelopment projects placed in service during 2024, and (iii) new leasing activity during 2024 and 2025 (including the impact to straight-line rents);

Current wording

•an increase in Adjusted NOI generated from our outpatient medical and lab segments related to: (i) assets acquired as part of the Merger, (ii) development and redevelopment projects placed in service during 2024 and 2025, and (iii) new leasing activity during 2024 and 2025 (including the impact to straight-line rents), partially offset by: (i) dispositions of real estate in 2024 and (ii) assets placed into development and redevelopment in 2024 and 2025;

Previous wording

•an increase in interest income related to: (i) seller financing provided in connection with the disposition of 61 outpatient medical buildings in 2024 and (ii) loans receivable acquired as part of the Merger;

Current wording

•an increase in interest income related to: (i) seller financing provided in connection with the disposition of 61 outpatient medical buildings in 2024, (ii) loans receivable acquired as part of the Merger, and (iii) other secured loans funded in 2024 and 2025;

Previous wording

•a decrease in loan loss reserves under the current expected credit losses model related to: (i) changes in operating performance and fair values of the underlying collateral of the Company’s loans receivable and (ii) recoveries related to loan repayments;

Current wording

•a decrease in loan loss reserves under the current expected credit losses model related to: (i) reserves recognized in 2024 on loans receivable acquired as part of the Merger, (ii) changes in operating performance and fair values of the underlying collateral of the Company’s loans receivable, and (iii) recoveries related to loans repaid during the six months ended June 30, 2025;

Previous wording

•a decrease in interest expense related to: (i) the repayment of $348 million aggregate principal amount of 3.40% senior unsecured notes in February 2025 and (ii) lower interest rates on borrowings under the commercial paper program; and

Current wording

•a decrease in interest expense related to: (i) the repayment of $348 million aggregate principal amount of 3.40% senior unsecured notes in February 2025, (ii) the repayment of $452 million aggregate principal amount of 4.00% senior unsecured notes in June 2025, and (iii) lower interest rates on borrowings under the commercial paper program;

Previous wording

AFFO increased primarily as a result of the aforementioned events impacting FFO as Adjusted, except for the impact of: (i) straight-line rents, (ii) the tax benefit from casualty-related losses, and (iii) amortization of deferred financing costs and debt discounts (premiums) on amounts recognized in connection with the Merger, which are excluded from AFFO, partially offset by: (i) higher AFFO capital expenditures during the period, (ii) higher amortization of below market lease intangibles, and (iii) a lower adjustment for cash collections of non-refundable entrance fees in excess of amortization at our CCRCs.

Current wording

AFFO increased primarily as a result of the aforementioned events impacting FFO as Adjusted, except for the impact of: (i) straight-line rents, (ii) amortization of below market lease intangibles, (iii) amortization of deferred financing costs and debt discounts (premiums) on amounts recognized in connection with the Merger, and (iv) stock-based compensation amortization expense, which are excluded from AFFO. AFFO further increased as a result of: (i) lower AFFO capital expenditures during the period and (ii) higher cash collections of non-refundable entrance fees in excess of amortization at our CCRCs.

Previous wording

The following tables provide selected operating information for our Merger-Combined Same-Store and total property portfolio for each of our reportable segments. For the three months ended March 31, 2025, our Merger-Combined Same-Store consists of 635 properties representing properties fully operating on or prior to January 1, 2024 and that remained in operation through March 31, 2025. Legacy Physicians Realty Trust properties that met the definition of Merger-Combined Same-Store are included in both periods presented as if they were owned by the Company for the full analysis period. See “Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures” for additional information. Our total property portfolio consisted of 700 and 774 properties at March 31, 2025 and 2024, respectively.

Current wording

The following tables provide selected operating information for our Merger-Combined Same-Store and total property portfolio for each of our reportable segments. For the three months ended June 30, 2025, our Merger-Combined Same-Store consists of 632 properties representing properties fully operating on or prior to April 1, 2024 and that remained in operation through June 30, 2025. For the six months ended June 30, 2025, our Merger-Combined Same-Store consists of 632 properties representing properties fully operating on or prior to January 1, 2024 and that remained in operation through June 30, 2025. Legacy Physicians Realty Trust properties that met the definition of Merger-Combined Same-Store are included in both periods presented as if they were owned by the Company for the full analysis period. See “Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures” for additional information. Our total property portfolio consisted of 702 and 758 properties at June 30, 2025 and 2024, respectively.

Previous wording

(5)From our first quarter 2024 presentation of Merger-Combined Same-Store, we added: (i) five stabilized acquisitions and (ii) four stabilized redevelopments placed in service, and we removed: (i) 73 assets that were sold, (ii) one asset that was classified as held for sale, and (iii) one building that was placed into redevelopment.

Current wording

(3)From our second quarter 2024 presentation of Merger-Combined Same-Store, we added: (i) five stabilized acquisitions and (ii) four stabilized redevelopments placed in service, and we removed: (i) 62 assets that were sold, (ii) two assets that were classified as held for sale, and (iii) one building that was placed into redevelopment.

Previous wording

•mark-to-market lease renewals; and

Current wording

•mark-to-market lease renewals;

Previous wording

•Adjusted NOI from the outpatient medical buildings acquired as part of the Merger in 2024; and

Current wording

•Adjusted NOI from the outpatient medical buildings acquired as part of the Merger in 2024;

Previous wording

(3)From our first quarter 2024 presentation of Merger-Combined Same-Store, we added: (i) three stabilized redevelopments placed in service and (ii) one stabilized development placed in service, and we removed: (i) 10 buildings that were placed into redevelopment and (ii) seven assets that were sold.

Current wording

(3)From our second quarter 2024 presentation of Merger-Combined Same-Store, we added: (i) three stabilized redevelopments placed in service and (ii) one stabilized development placed in service, and we removed: (i) 10 buildings that were placed into redevelopment and (ii) two assets that were classified as held for sale.

Previous wording

(2)From our first quarter 2024 presentation of Merger-Combined Same-Store, no properties were added or removed.

Current wording

(2)From our second quarter 2024 presentation of Merger-Combined Same-Store, no properties were added or removed.

Previous wording

•higher costs of labor, management fees, insurance, and advertising.

Current wording

•higher costs of labor, management fees, and other operating expenses.

Previous wording

The following table summarizes the results of our other income and expense items for the three months ended March 31, 2025 and 2024 (in thousands):

Current wording

The following table summarizes the results of our other income and expense items for the three and six months ended June 30, 2025 and 2024 (in thousands):

Previous wording

Interest income and other increased for the three months ended March 31, 2025 primarily as a result of: (i) seller financing provided in connection with the disposition of 61 outpatient medical buildings in July and November 2024, (ii) mezzanine and secured loans receivable acquired as part of the Merger, and (iii) other secured loans funded in 2025, partially offset by principal repayments on loans receivable in 2024 and 2025.

Current wording

Interest income and other increased for the three and six months ended June 30, 2025 primarily as a result of: (i) seller financing provided in connection with the disposition of 61 outpatient medical buildings in 2024 and (ii) other secured loans funded in 2024 and 2025, partially offset by principal repayments on loans receivable in 2024 and 2025. Interest income and other further increased for the six months ended June 30, 2025 as a result of mezzanine and secured loans receivable acquired as part of the Merger.

Previous wording

Interest expense increased for the three months ended March 31, 2025 primarily as a result of: (i) debt assumed as part of the Merger, including $1.25 billion aggregate principal amount of senior unsecured notes, $400 million aggregate principal amount of the 2028 Term Loan, and $128 million aggregate principal amount of mortgage debt, (ii) borrowings under the 2029 Term Loan, which closed in March 2024, and (iii) the issuance of $500 million aggregate principal amount of 5.38% senior unsecured notes due 2035, which closed in February 2025, partially offset by: (i) the repayment of $348 million aggregate principal amount of 3.40% senior unsecured notes in February 2025 and (ii) lower interest rates on borrowings under the commercial paper program.

Current wording

Interest expense increased for the six months ended June 30, 2025 primarily as a result of: (i) debt assumed as part of the Merger, including $1.25 billion aggregate principal amount of senior unsecured notes, $400 million aggregate principal amount of the 2028 Term Loan, and $128 million aggregate principal amount of mortgage debt, (ii) borrowings under the 2029 Term Loan, which closed in March 2024, and (iii) the issuance of $500 million aggregate principal amount of 5.38% senior unsecured notes due 2035, which closed in February 2025, partially offset by: (i) the repayment of $348 million aggregate principal amount of 3.40% senior unsecured notes in February 2025, (ii) the repayment of $452 million aggregate principal amount of 4.00% senior unsecured notes in June 2025, and (iii) lower interest rates on borrowings under the commercial paper program.

Previous wording

Depreciation and amortization expense increased for the three months ended March 31, 2025 primarily as a result of: (i) assets acquired as part of the Merger and (ii) development and redevelopment projects placed in service during 2024, partially offset by: (i) assets placed into development and redevelopment in 2024 and 2025 and (ii) dispositions of real estate in 2024.

Current wording

Depreciation and amortization expense decreased for the three months ended June 30, 2025 primarily as a result of dispositions of real estate in 2024, partially offset by development and redevelopment projects placed in service during 2024 and 2025. Depreciation and amortization expense increased for the six months ended June 30, 2025 primarily as a result of assets acquired as part of the Merger and the aforementioned net impacts affecting the three months then ended.

Previous wording

Impairments and loan loss reserves (recoveries), net decreased for the three months ended March 31, 2025 as a result of a decrease in loan loss reserves under the current expected credit losses model, which is primarily due to: (i) reserves recognized in 2024 on loans receivable acquired as part of the Merger, (ii) changes in operating performance and fair values of the underlying collateral of the Company’s loans receivable, and (iii) recoveries related to loans repaid during the three months ended March 31, 2025, partially offset by reserves recognized on new secured loans executed during the three months ended March 31, 2025.

Current wording

Impairments and loan loss reserves (recoveries), net increased for the three months ended June 30, 2025 as a result of an increase in loan loss reserves under the current expected credit losses model, which is primarily due to new and extended loans during 2024 and 2025. Impairments and loan loss reserves (recoveries), net decreased for the six months ended June 30, 2025 as a result of a decrease in loan loss reserves under the current expected credit losses model, which is primarily due to: (i) reserves recognized in 2024 on loans receivable acquired as part of the Merger, (ii) changes in operating performance and fair values of the underlying collateral of the Company’s loans receivable, and (iii) recoveries related to loans repaid during the six months ended June 30, 2025, partially offset by new and extended loans during 2024 and 2025.

Previous wording

Gain on sales of real estate, net decreased during the three months ended March 31, 2025 as a result of no dispositions of real estate during the three months then ended, as compared to the $3 million gain on sales of two outpatient medical buildings which were sold during the three months ended March 31, 2024. Refer to Note 5 to the Consolidated Financial Statements for additional information regarding dispositions of real estate and the associated gain (loss) on sales recognized.

Current wording

Gain on sales of real estate, net decreased during the three and six months ended June 30, 2025 as a result of no dispositions of real estate during the three months ended March 31, 2025 and the $3 million gain on sales of one outpatient medical land parcel which was sold during the three months ended June 30, 2025, as compared to the $3 million gain on sales of two outpatient medical buildings which were sold during the three months ended March 31, 2024 and the $122 million gain on sales of: (i) a portfolio of seven lab buildings and (ii) 11 outpatient medical buildings which were sold during the three months ended June 30, 2024. Refer to Note 5 to the Consolidated Financial Statements for additional information regarding dispositions of real estate and the associated gain (loss) on sales recognized.

Previous wording

Other income (expense), net decreased for the three months ended March 31, 2025 primarily as a result of: (i) a gain upon change of control related to the sale of a 65% interest in two lab buildings in San Diego, California to a third-party in January 2024 and (ii) casualty-related losses recognized in 2025.

Current wording

Other income (expense), net decreased for the three months ended June 30, 2025 primarily as a result of casualty-related losses recognized in 2025. Other income (expense), net further decreased for the six months ended June 30, 2025 as a result of a gain upon change of control related to the sale of a 65% interest in two lab buildings in San Diego, California to a third-party in January 2024.

Previous wording

Income tax expense decreased for the three months ended March 31, 2025 primarily as a result of: (i) income tax expense incurred in connection with the sale of a 65% interest in two lab buildings in San Diego, California to a third-party in January 2024 and (ii) the tax benefit from casualty-related losses recognized in 2025, partially offset by an increase in operating income associated with our CCRCs.

Current wording

Income tax expense decreased for the six months ended June 30, 2025 primarily as a result of: (i) income tax expense incurred in connection with the sale of a 65% interest in two lab buildings in San Diego, California to a third-party in January 2024 and (ii) the tax benefit from casualty-related losses recognized in 2025, partially offset by an increase in operating income associated with our CCRCs.

Previous wording

Equity income (loss) from unconsolidated joint ventures decreased for the three months ended March 31, 2025 primarily as a result of losses on the South San Francisco JVs and unconsolidated joint ventures acquired as part of the Merger, partially offset by increased income from the SWF SH JV.

Current wording

Equity income (loss) from unconsolidated joint ventures increased for the three months ended June 30, 2025 primarily as a result of the preferred return on the HQ Point Preferred Equity Investment. Equity income (loss) from unconsolidated joint ventures decreased for the six months ended June 30, 2025 primarily as a result of losses on the South San Francisco JVs and unconsolidated joint ventures acquired as part of the Merger, partially offset by increased income from the SWF SH JV.

Previous wording

Noncontrolling interests’ share in earnings increased for the three months ended March 31, 2025 primarily as a result of increased income from consolidated joint ventures acquired as part of the Merger.

Current wording

Noncontrolling interests’ share in earnings increased for the six months ended June 30, 2025 primarily as a result of increased income from consolidated joint ventures acquired as part of the Merger.

Previous wording

Our ability to access the capital markets impacts our cost of capital and ability to refinance maturing indebtedness, as well as our ability to fund future acquisitions and development through the issuance of additional securities or secured debt. Credit ratings impact our ability to access capital and directly impact our cost of capital as well. Our 2029 Term Loan, our two senior unsecured delayed draw term loans with an aggregate principal amount of $500 million (the “2027 Term Loans”), our 2028 Term Loan, and our Revolving Facility accrue interest at the Secured Overnight Financing Rate (“SOFR”) plus a margin that depends on the credit ratings of our senior unsecured long-term debt. We also pay a facility fee on the entire commitment under our Revolving Facility that depends upon our credit ratings. As of April 23, 2025, we had long-term credit ratings of Baa1 from Moody’s and BBB+ from S&P Global, and short-term credit ratings of P-2 from Moody’s and A-2 from S&P Global.

Current wording

Our ability to access the capital markets impacts our cost of capital and ability to refinance maturing indebtedness, as well as our ability to fund future acquisitions and development through the issuance of additional securities or secured debt. Changes in general market and economic conditions as well as credit ratings impact our ability to access capital and directly impact our cost of capital. Our 2029 Term Loan, our two senior unsecured delayed draw term loans with an aggregate principal amount of $500 million (the “2027 Term Loans”), our 2028 Term Loan, and our Revolving Facility accrue interest at the Secured Overnight Financing Rate (“SOFR”) plus a margin that depends on the credit ratings of our senior unsecured long-term debt. We also pay a facility fee on the entire commitment under our Revolving Facility that depends upon our credit ratings. As of July 23, 2025, we had long-term credit ratings of Baa1 from Moody’s and BBB+ from S&P Global, and short-term credit ratings of P-2 from Moody’s and A-2 from S&P Global.

Previous wording

Debt. Our material cash requirements related to debt increased by $161 million to $8.9 billion at March 31, 2025, when compared to December 31, 2024, primarily as a result of: (i) the issuance of $500 million aggregate principal amount of 5.38% senior unsecured notes due 2035 and (ii) a $14 million increase in notes outstanding under our commercial paper program, partially offset by the repayment of $348 million aggregate principal amount of 3.40% senior unsecured notes at maturity. See Note 10 to the Consolidated Financial Statements for additional information about our debt commitments.

Current wording

Debt. Our material cash requirements related to debt increased by $325 million to $9 billion at June 30, 2025, when compared to December 31, 2024, primarily as a result of: (i) the issuance of $500 million aggregate principal amount of 5.38% senior unsecured notes due 2035 and (ii) a $625 million increase in notes outstanding under our commercial paper program, partially offset by the repayment upon maturity of: (i) $452 million aggregate principal amount of 4.00% senior unsecured notes and (ii) $348 million aggregate principal amount of 3.40% senior unsecured notes. See Note 10 to the Consolidated Financial Statements for additional information about our debt commitments.