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HEALTHPEAK PROPERTIES, INC.

For the period ended Sep 30, 2025. Filed Oct 24, 2025.

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, 2025 · Filed Oct 24, 2025

DOC$20.26+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 2025-06-30; filed 2025-07-25.

0001628280-25-036063

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

Current report: 10-Q

Period ended 2025-09-30; filed 2025-10-24.

0001628280-25-046273

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 342 previous paragraphs and 350 current paragraphs.

240 unchanged; 80 reworded; 26 added; 17 removed; 5 previous and 4 current paragraphs rearranged.

Tables are not compared: 13 previous and 13 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 (26)

Current report

•In September 2025, we acquired a condominium interest in eight suites within an outpatient medical building in Atlanta, Georgia for $6 million.

Current report

•In August 2025, we issued $500 million aggregate principal amount of 4.75% senior unsecured notes due 2033.

Current report

(1)Our Board of Directors declares our common stock cash dividends on a quarterly basis. Commencing in April 2025, our Board of Directors transitioned from paying the common stock cash dividend on a quarterly basis to a monthly basis.

Current report

•other-than-temporary impairment charges on two lab unconsolidated joint ventures in 2025;

Current report

•an increase in interest expense related to: (i) the issuance of $500 million aggregate principal amount of 5.38% senior unsecured notes due 2035, which closed in February 2025, (ii) the issuance of $500 million aggregate principal amount of 4.75% senior unsecured notes due 2033, which closed in August 2025, and (iii) higher borrowings under the commercial paper program.

Current report

•an increase in income tax benefit related to the other-than-temporary impairment charge on the Needham Land Parcel JV;

Current report

•other-than-temporary impairment charges on two lab unconsolidated joint ventures in 2025;

Current report

•decreased Adjusted NOI from our 2024 and 2025 dispositions.

Current report

The following table summarizes results at and for the nine months ended September 30, 2025 and 2024 (dollars and square feet in thousands, except per square foot data):

Current report

•decreased Adjusted NOI from our 2024 and 2025 dispositions.

Current report

Merger-Combined Same-Store Adjusted NOI decreased primarily as a result of the following:

Current report

•lower operating expenses related to savings from our internalization of property management.

Current report

Total Portfolio Adjusted NOI decreased primarily as a result of the aforementioned impacts to Merger-Combined Same-Store and the following Merger-Combined Non-Same-Store impacts:

Current report

•decreased Adjusted NOI from buildings undergoing development and redevelopment in 2024 and 2025; and

Current report

The following table summarizes results at and for the nine months ended September 30, 2025 and 2024 (dollars and square feet in thousands, except per square foot data):

Current report

Total Portfolio Adjusted NOI decreased primarily as a result of the following:

Current report

•decreased Adjusted NOI from buildings undergoing development and redevelopment in 2024 and 2025; partially offset by

Current report

•the aforementioned increases to Merger-Combined Same-Store.

Current report

(3)The three and nine months ended September 30, 2025 includes other-than-temporary impairment charges on certain unconsolidated real estate joint ventures. During the three months ended September 30, 2025, we concluded that the decline in fair values of these joint ventures was other-than-temporary due to the length of time and extent of which the fair values have been less than carrying value. Other-than-temporary impairment charges on our unconsolidated joint ventures are recognized in equity income (loss) from unconsolidated joint ventures in the Consolidated Statements of Operations.

Current report

On a quarterly basis, we review our equity method investments for indicators of impairment. If an equity method investment shows indicators of impairment, we compare the fair value of the equity method investment to its carrying value. When we determine a decline in fair value below carrying value is other-than-temporary, an impairment is recorded. In our evaluation, we consider various factors, including the performance of each investment, our investment strategy, and market conditions, including the impact to market rents, capitalization rates, and supply and demand for rentable space.

Current report

The fair values of our equity method investments are determined based on discounted cash flows which are subjective and consider assumptions regarding forecasted occupancy, market rents, capitalization rates, discount rates, expected capital expenditures, and land values. While we believe our assumptions are reasonable, changes in these assumptions may have a material impact on our consolidated financial statements.
Removed paragraphs (17)

Previous report

For instance, on July 4, 2025, a budget reconciliation bill (the “Bill”) was signed into law. The Bill includes several significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act of 2017, reforms to Medicaid, and other changes to the Internal Revenue Code of 1986, as amended (the “Code”) that affect REITs and their investors. For taxable years beginning on or after January 1, 2026, the Bill modifies the REIT asset test requirement with respect to taxable REIT subsidiaries, providing that not more than 25% (previously 20%) of the gross value of a REIT’s assets may be represented by securities of one or more taxable REIT subsidiaries. Additionally, the Bill permanently extends the Code Section 199A pass-through qualified business income deduction. This allows certain individuals, trusts, and estates to continue deducting 20% of their qualified business income, including qualified REIT dividends. This deduction was set to expire for taxable years beginning after December 31, 2025. The Bill also contains numerous provisions that may benefit or adversely affect our tenants, partners, and operators, including but not limited to provisions that pertain to Medicaid, life sciences research and development, and drug pricing. We are evaluating the potential impact these changes will have on our business.

Previous report

•an increase in transaction costs related to costs incurred in 2025 in connection with investments we are no longer pursuing.

Previous report

•decreased Adjusted NOI from our 2024 dispositions; partially offset by

Previous report

The following table summarizes results at and for the six months ended June 30, 2025 and 2024 (dollars and square feet in thousands, except per square foot data):

Previous report

•decreased Adjusted NOI from buildings placed into development and redevelopment in 2024 and 2025; partially offset by

Previous report

The following table summarizes results at and for the six months ended June 30, 2025 and 2024 (dollars and square feet in thousands, except per square foot data):

Previous report

•decreased Adjusted NOI from buildings placed into development and redevelopment in 2024 and 2025; partially offset by
Reworded paragraphs (80)

Previous 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):

Current wording

At September 30, 2025, our portfolio of investments, including properties in certain of our unconsolidated joint ventures, consisted of interests in 703 properties: (i) Outpatient medical – 530 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 September 30, 2025 (dollars in thousands):

Previous 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.

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, construction starts and 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, 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).

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; availability of private capital and funding in the life science industry; and actions by the U.S. political administration and regulatory agencies that affect healthcare policy, life science research and 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

•In July 2025, we sold two outpatient medical buildings for $27 million.

Current wording

•During the three months ended September 30, 2025, we sold two outpatient medical buildings for $27 million.

Previous wording

•During the six months ended June 30, 2025, the following projects were placed in service: (i) one outpatient medical development project with total project costs of $38 million, (ii) two lab redevelopment buildings held in our unconsolidated South San Francisco JVs of which our share of total project costs was $26 million, and (iii) two lab redevelopment projects with total project costs of $7 million.

Current wording

•During the nine months ended September 30, 2025, the following projects were placed in service: (i) a portion of two outpatient medical development projects with total project costs of $32 million, (ii) two lab development buildings held in our unconsolidated Callan Ridge JV of which our share of total project costs was $63 million, (iii) one outpatient medical development project with total project costs of $38 million, (iv) a portion of one lab development project with total project costs of $36 million, (v) two lab redevelopment buildings held in our unconsolidated South San Francisco JVs of which our share of total project costs was $26 million, (vi) one outpatient medical redevelopment project with total project costs of $12 million, and (vii) two lab redevelopment projects with total project costs of $7 million.

Previous 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.

Current wording

•During the nine months ended September 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 June 30, 2025, we have funded $34 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 September 30, 2025, we have funded $45 million of our total commitment.

Previous wording

•During the six months ended June 30, 2025, we (i) entered into three secured loans with an aggregate principal balance of $120 million, $36 million of which was funded upon closing of the loans, and (ii) entered into and funded one $4 million mezzanine loan to one of our unconsolidated joint ventures.

Current wording

•During the nine months ended September 30, 2025, we (i) entered into secured loans with an aggregate principal balance of $120 million, $36 million of which was funded upon closing of the loans, and (ii) entered into and funded one $4 million mezzanine loan to one of our unconsolidated joint ventures.

Previous wording

•During the three months ended June 30, 2025, we entered into two outpatient medical development joint ventures.

Current wording

•During the nine months ended September 30, 2025, we entered into two outpatient medical development joint ventures.

Previous 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.

Current wording

•During the nine months ended September 30, 2025, we received full repayment of: (i) two seller financing loans receivable secured by senior housing assets with an aggregate principal balance of $106 million 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, (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.

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 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 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.

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 nine months ended September 30, 2025.

Previous wording

Nareit FFO. Funds from Operations (“FFO”), as defined by the National Association of Real Estate Investment Trusts (“Nareit”), is net income (loss) applicable to common shares (computed in accordance with GAAP), excluding gains or losses from sales of depreciable property, including any current and deferred taxes directly associated with sales of depreciable property, impairments of, or related to, depreciable real estate, plus real estate-related depreciation and amortization, and adjustments to compute our share of Nareit FFO from 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 Nareit FFO for unconsolidated joint ventures by applying our actual ownership percentage for the period to the applicable reconciling items on an entity by entity basis. For consolidated joint ventures in which we do not own 100%, we reflect our share of the equity by adjusting our Nareit FFO to remove the third-party ownership share of the applicable reconciling items based on actual ownership percentage for the applicable periods. Our pro rata share information is prepared on a basis consistent with the comparable consolidated amounts, is intended to reflect our proportionate economic interest in the operating results of properties in our portfolio and is calculated by applying our actual ownership percentage for the period. We do not control the unconsolidated joint ventures, and the pro rata presentations of reconciling items included in Nareit FFO do not represent our legal claim to such items. The joint venture members or partners are entitled to profit or loss allocations and distributions of cash flows according to the joint venture agreements, which provide for such allocations generally according to their invested capital.

Current wording

Nareit FFO. Funds from Operations (“FFO”), as defined by the National Association of Real Estate Investment Trusts (“Nareit”), is net income (loss) applicable to common shares (computed in accordance with GAAP), excluding gains or losses from sales of depreciable property, including any current and deferred taxes directly associated with sales of depreciable property, impairments of, or related to, depreciable real estate or land held for development, plus real estate-related depreciation and amortization, and adjustments to compute our share of Nareit FFO from 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 Nareit FFO for unconsolidated joint ventures by applying our actual ownership percentage for the period to the applicable reconciling items on an entity by entity basis. For consolidated joint ventures in which we do not own 100%, we reflect our share of the equity by adjusting our Nareit FFO to remove the third-party ownership share of the applicable reconciling items based on actual ownership percentage for the applicable periods. Our pro rata share information is prepared on a basis consistent with the comparable consolidated amounts, is intended to reflect our proportionate economic interest in the operating results of properties in our portfolio and is calculated by applying our actual ownership percentage for the period. We do not control the unconsolidated joint ventures, and the pro rata presentations of reconciling items included in Nareit FFO do not represent our legal claim to such items. The joint venture members or partners are entitled to profit or loss allocations and distributions of cash flows according to the joint venture agreements, which provide for such allocations generally according to their invested capital.

Previous wording

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

Current wording

Comparison of the Three and Nine Months Ended September 30, 2025 to the Three and Nine Months Ended September 30, 2024

Previous wording

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

Current wording

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

Previous wording

•a decrease in depreciation related to dispositions of real estate in 2024;

Current wording

•a decrease in depreciation related to dispositions of real estate in 2024 and 2025;

Previous wording

•a decrease in transaction and merger-related 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;

Previous wording

•a decrease in general and administrative expenses due to merger-related synergies; and

Current wording

•a decrease in general and administrative expenses due to: (i) lower compensation expense and (ii) merger-related synergies;

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) other secured loans funded in 2024 and 2025;

Current wording

•an increase in interest income related to: (i) secured loans funded in 2024 and 2025 and (ii) seller financing provided in connection with the disposition of two outpatient medical buildings in November 2024, partially offset by principal repayments on loans receivable in 2024 and 2025.

Previous wording

FFO as Adjusted increased primarily as a result of the aforementioned events impacting Nareit FFO, except for the following, which are excluded from FFO as Adjusted:

Current wording

FFO as Adjusted increased primarily as a result of the aforementioned events impacting Nareit FFO, except for transaction and merger-related items, which are excluded from FFO as Adjusted.

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 and (ii) 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.

Current wording

AFFO decreased primarily as a result of the aforementioned events impacting FFO as Adjusted, except for the impact of straight-line rents, which are excluded from AFFO, and higher AFFO capital expenditures during the period. The decrease to AFFO was partially offset by higher cash collections of non-refundable entrance fees in excess of amortization at our CCRCs.

Previous wording

The following table summarizes results for the six months ended June 30, 2025 and 2024(1) (in thousands):

Current wording

The following table summarizes results for the nine months ended September 30, 2025 and 2024(1) (in thousands):

Previous wording

•a decrease in gains on sales of real estate related to fewer real estate dispositions in 2025;

Current wording

•a decrease in gain on sales of real estate related to fewer real estate dispositions in 2025;

Previous wording

•an increase in interest expense related to: (i) debt assumed as part of the Merger, (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; and

Current wording

•an increase in interest expense related to: (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, (iii) the issuance of $500 million aggregate principal amount of 5.38% senior unsecured notes due 2035, which closed in February 2025, (iv) the issuance of $500 million aggregate principal amount of 4.75% senior unsecured notes due 2033, which closed in August 2025, and (v) higher borrowings under the commercial paper program;

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 and 2025;

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; and

Previous wording

•a decrease in income tax expense related to: (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;

Current wording

•a decrease in income tax expense related to: (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, (ii) the tax benefit from casualty-related losses recognized in 2025, and (iii) the tax benefit related to the other-than-temporary impairment charge on the Needham Land Parcel JV;

Previous 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;

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 nine months ended September 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, (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;

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 and (ii) the repayment of $452 million aggregate principal amount of 4.00% senior unsecured notes in June 2025;

Previous wording

•a decrease in general and administrative expenses due to merger-related synergies.

Current wording

•a decrease in general and administrative expenses due to: (i) lower compensation expense and (ii) merger-related synergies.

Previous wording

Nareit FFO decreased primarily as a result of the aforementioned events impacting net income (loss) applicable to common shares, except for the following, which are excluded from Nareit FFO:

Current wording

Nareit FFO increased primarily as a result of the aforementioned events impacting net income (loss) applicable to common shares, except for the following, which are excluded from Nareit FFO:

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) 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.

Current wording

AFFO increased primarily as a result of the aforementioned events impacting FFO as Adjusted, except for the impact of: (i) amortization of below market lease intangibles, (ii) amortization of deferred financing costs and debt discounts (premiums) on amounts recognized in connection with the Merger, (iii) deferred income taxes, and (iv) straight-line rents, which are excluded from AFFO. AFFO further increased as a result of 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 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.

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 September 30, 2025, our Merger-Combined Same-Store consists of 631 properties representing properties fully operating on or prior to July 1, 2024 and that remained in operation through September 30, 2025. For the nine months ended September 30, 2025, our Merger-Combined Same-Store consists of 628 properties representing properties fully operating on or prior to January 1, 2024 and that remained in operation through September 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 703 and 700 properties at September 30, 2025 and 2024, respectively.

Previous 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.

Current wording

(3)From our third quarter 2024 presentation of Merger-Combined Same-Store, we added: (i) three stabilized redevelopments placed in service, (ii) three stabilized acquisitions, (iii) and one stabilized development placed in service, and we removed: (i) five assets that were sold and (ii) one building that was placed into redevelopment.

Previous wording

(5)From our second quarter 2024 presentation of 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.

Current wording

(5)From our third quarter 2024 presentation of Same-Store, we added: (i) five stabilized acquisitions and (ii) four stabilized redevelopments placed in service, and we removed: (i) five assets that were sold and (ii) one building that was placed into redevelopment.

Previous wording

•increased occupancy in former redevelopment and development properties that have been placed into service.

Current wording

•increased occupancy in former redevelopment and development properties that have been placed into service; partially offset by

Previous 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.

Current wording

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

Previous wording

(3)From our second quarter 2024 presentation of 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.

Current wording

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

Previous wording

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

Current wording

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

Previous wording

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

Current wording

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

Previous wording

The following table summarizes results at and for the six months ended June 30, 2025 and 2024 (dollars in thousands, except per unit data):

Current wording

The following table summarizes results at and for the nine months ended September 30, 2025 and 2024 (dollars in thousands, except per unit data):

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Rearranged current paragraphs (4)

Current report — wording carried from elsewhere

•gain on sales of real estate; and

Current report — wording carried from elsewhere

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

Current report — wording carried from elsewhere

•gain on sales of real estate;

Current report — wording carried from elsewhere

Total Portfolio Adjusted NOI increased as a result of the aforementioned impacts to Merger-Combined Same-Store and the following Merger-Combined Non-Same-Store impacts:
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Previous report — wording carried elsewhere

•an increase in loan loss reserves under the current expected credit losses model related to new and extended loans during 2024 and 2025; and

Previous report — wording carried elsewhere

•casualty-related losses recognized in 2025.

Previous report — wording carried elsewhere

•annual rent escalations; partially offset by

Previous report — wording carried elsewhere

•higher operating expenses, net of savings from our internalization of property management; and

Previous report — wording carried elsewhere

•decreased Adjusted NOI from our 2024 dispositions; and