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HEALTHPEAK PROPERTIES, INC.

For the period ended Sep 30, 2026. Filed Nov 3, 2026.

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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 Nov 3, 2026

DOC$20.62+1.8%Stored close · as of Nov 9, 2026

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Notes to the Consolidated Financial Statements

NOTE 1. Business

Healthpeak Properties, Inc., a Standard & Poor’s 500 company, is a Maryland corporation that is organized to qualify as a real estate investment trust (“REIT”) and that, together with its consolidated entities (collectively, “Healthpeak” or the “Company”), owns, operates, and develops high-quality real estate focused on healthcare discovery and delivery in the United States (“U.S.”). Healthpeak® has a diverse portfolio comprised of investments in the following reportable healthcare segments: (i) outpatient medical; (ii) lab; and (iii) senior housing.

The Company’s corporate headquarters are in Denver, Colorado, and it has additional corporate offices in California, Tennessee, Wisconsin, and Massachusetts, and property management offices in several locations throughout the U.S.

The Company is organized as an umbrella partnership REIT (“UPREIT”). Substantially all of the Company’s business is conducted through Healthpeak OP, LLC (“Healthpeak OP”). The Company is the managing member of Healthpeak OP and does not have material assets or liabilities, other than through its investment in Healthpeak OP.

On March 23, 2026, Janus Living, Inc. (“Janus Living”), a pure-play senior housing REIT, and the only U.S. publicly traded REIT whose portfolio is owned and operated under the REIT Investment Diversification and Empowerment Act of 2007 (“RIDEA”) or similar structures, completed its initial public offering (the “Janus Living IPO”) to become a public company. In connection with the Janus Living IPO,48,300,000 shares of Janus Living’s Class A-1 common stock were issued to public investors, generating total gross proceeds of $966 million, less $65 million of fees paid to the underwriters.

On June 4, 2026, an additional 25,000,000 shares of Janus Living’s Class A-1 common stock were issued to public investors following the completion of a public offering (the “Janus Living June Follow-On Offering”). As part of the Janus Living June Follow-On Offering, Janus Living granted the underwriters a 30-day option to purchase up to an additional 3,750,000 shares of Janus Living’s Class A-1 common stock, which was exercised in full on June 22, 2026. The Janus Living June Follow-On Offering generated total gross proceeds of $719 million, less $28 million of fees paid to the underwriters.

On August 12, 2026, an additional 18,400,000 shares of Janus Living’s Class A-1 common stock were issued to public investors following the completion of a public offering (the “Janus Living August Follow-On Offering,” collectively with the Janus Living June Follow-On Offering, the “Janus Living Follow-On Offerings”). The Janus Living August Follow-On Offering generated total gross proceeds of $534 million, which included the exercise in full of the underwriters’ option to purchase additional shares, less $19 million of fees paid to the underwriters.

During the three and nine months ended September 30, 2026, the Company recognized interest on invested cash of $8 million and $19 million, respectively, related to interest earned on proceeds from the Janus Living IPO and Janus Living Follow-On Offerings.

In connection with the Janus Living IPO, through a series of formation transactions, the Company transferred, directly or indirectly, cash plus senior housing real estate communities and certain parcels of land for future development to Janus Living. As a result of these transactions, the Company received 138,816,246 shares of Janus Living’s Class A-1 common stock and 75,917,780 common units in the Janus Living OP, LLC (“Janus Living OP”), Janus Living’s operating subsidiary. In connection with these formation transactions, the Company also purchased shares of Janus Living’s Class A-2 common stock in an amount equivalent to the common units of Janus Living OP that the Company holds following completion of the formation transactions described above, for aggregate consideration of approximately $760 thousand. Janus Living’s Class A-2 common stock are not entitled to receive any dividends or distributions, but were issued to provide Healthpeak with voting rights that correspond to its common units. As of September 30, 2026, Healthpeak’s ownership of the Janus Living Class A-1 and Class A-2 common shares, together with the Company’s ownership of common units of Janus Living OP, provides Healthpeak with voting and economic rights of 69.2% of Janus Living. Janus Living is externally managed by Healthpeak Investment Management, LLC, an indirect subsidiary of the Company, and is consolidated by Healthpeak.

NOTE 2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information. Management is required to make estimates and assumptions in the preparation of financial statements in conformity with GAAP. These estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from management’s estimates.

The consolidated financial statements include the accounts of Healthpeak Properties, Inc., its wholly owned subsidiaries, joint ventures (“JVs”) that it controls, and variable interest entities (“VIEs”) in which the Company has determined it is the primary beneficiary. Intercompany transactions and balances have been eliminated upon consolidation. All adjustments (consisting of normal recurring adjustments) necessary to present fairly the Company’s financial position, results of operations, and cash flows have been included. Operating results for the three and nine months ended September 30, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026 or any interim period. The accompanying unaudited interim financial information should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the U.S. Securities and Exchange Commission (“SEC”).

Income Taxes

The Company’s deferred tax assets are netted against deferred tax liabilities on the Consolidated Balance Sheets. The Company is required to evaluate its deferred tax assets for realizability and recognize a valuation allowance, which is recorded against its deferred tax assets, if it is more likely than not that the deferred tax assets will not be realized. The Company considers all available evidence in its determination of whether a valuation allowance for deferred tax assets is required.

In connection with the formation transactions related to the Janus Living IPO, the ownership ofsix senior housing communities was transferred from a taxable REIT subsidiary to a non-taxable entity. This change in tax status resulted in the derecognition of certain deferred tax assets and liabilities. The net impact of this change in tax status resulted in a net tax benefit of $2 million during the nine months ended September 30, 2026.

Reclassifications

Certain prior period amounts have been reclassified to conform to the current year presentation. On the Consolidated Statements of Cash Flows, the Company elected to separately present the following line items instead of aggregating them into single line items: (i) increase (decrease) in deferred revenue, (ii) increase (decrease) in accounts payable, accrued liabilities, and other liabilities, (iii) amortization of non-refundable entrance fees, and (iv) amortization of above (below) market lease intangibles. These reclassifications had no impact on the Company’s consolidated financial position, results of operations, or cash flows.

Recent Accounting Pronouncements

Not Yet Adopted

Expense Disaggregation. In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses(“ASU 2024-03”), to address requests from investors for more detailed information about the types of expenses in commonly presented expense captions. ASU 2024-03 requires public companies to provide disaggregated disclosure in tabular format in the notes to financial statements of specific expenses, including but not limited to: (i) employee compensation, (ii) depreciation, and (iii) intangible asset amortization. In January 2025, the FASB issued ASU No. 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date, which clarifies that the amendments in ASU 2024-03 are effective for public business entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The amendments may be applied either prospectively or retrospectively. Early adoption is also permitted. The Company is evaluating the impact these ASUs will have on its disclosures.

NOTE 3. Real Estate Investments

2026 Real Estate Investment Acquisitions

SWF JV Buyout

In January 2026, the Company acquired its JV partner’s 46.5% interest in the Sovereign Wealth Fund Senior Housing JV (“SWF SH JV”) for $312 million (the “SWF JV Buyout”). As a result of the SWF JV Buyout, the Company began consolidating the 19 senior housing communities, derecognized its investment in the SWF SH JV, and recognized a gain upon change of control of $46 million, which is recorded in other income (expense), net in the Consolidated Statements of Operations. See Note 7 for further information. The fair value of the senior housing communities was based on a market approach, utilizing an agreed-upon contractual sales price, which is considered to be a Level 3 measurement within the fair value hierarchy.

Subsequent to the completion of this acquisition, the Company entered into agreements to transition the management of certain of these senior housing communities from Brookdale Senior Living (“Brookdale”) to Ciel Senior Living and Pegasus Senior Living (the “operator transition”). In connection with the operator transition, during the three months ended March 31, 2026, the Company incurred a termination fee of $2.5 million to Brookdale, which is recognized within transaction costs on the Consolidated Statements of Operations.

Senior Housing Acquisitions

The following table summarizes senior housing communities acquired during the nine months ended September 30, 2026, excluding the JV Buyout discussed above:

Acquisitions Closed During the Three Months Ended · State · Number of Properties · Purchase Price(in millions)
Georgia2$240
Florida3119
Washington141
Washington153
Arizona152
Georgia3425
Various(1)9398
Florida4190
Various(2)8150
Florida1149
Various(3)3123
Illinois1105
South Carolina181
Kentucky150
Colorado147
Colorado135

(1)Includes communities located in Illinois, Indiana, Kentucky, Missouri, Nebraska, and South Carolina.

(2)Includes communities located in New Mexico and Texas.

(3)Includes communities located in Kentucky and Missouri.

The Company completed $432 million of acquisitions subsequent to September 30, 2026, which included seven senior housing communities.

Lab Land Parcel Acquisitions

During the three months ended March 31, 2026, the Company acquiredtwo lab land parcels in Cambridge, Massachusetts for $28 million.

HQ Point Acquisition

In September 2026, the Company paid $105 million to acquire the senior construction loan secured by atwo-building lab campus in San Diego, California (“HQ Point”) and subsequently obtained 100% ownership of HQ Point (the “HQ Point Buyout”). Prior to the HQ Point Buyout, the Company held an interest in HQ Point through a preferred equity investment (the “HQ Point Preferred Equity Investment”). As a result of the HQ Point Buyout, during the three months ended September 30, 2026, the Company began consolidating HQ Point and derecognized the HQ Point Preferred Equity Investment. See Note 7 for further information. The fair value of HQ Point was determined using standard valuation methodologies, including market and income approaches, including market comparable data, which are considered to be a Level 3 measurement within the fair value hierarchy.

Westway One Acquisition

Subsequent to September 30, 2026, the Company acquired an outpatient medical building in Houston, Texas for $38 million.

2025 Real Estate Investment Acquisitions

Middletown Medical Portfolio

In February 2025, the Company acquired a portfolio ofthree outpatient medical buildings in New York for $17 million.

100 Smith Land Parcel

In February 2025, the Company acquired a lab land parcel in Cambridge, Massachusetts for $20 million.

Gateway Crossing Acquisition

In December 2025, the Company completed the acquisition of (i) a lab building for consideration paid, net of discounts and closing costs, of $295 million and (ii) a 50% interest in a JV owning five lab buildings andone other property on the same campus in South San Francisco, California (the “Gateway Crossing JV”) for consideration paid, net of discounts and closing costs, of $132 million. As of December 31, 2025, the Company consolidated the Gateway Crossing JV as it was the managing member and had the ability to control the activities that most significantly impacted the JV’s economic performance (see Note 15). The noncontrolling JV partner had the ability to put its equity interest to the Company after the passage of a predetermined period of time. As such, the noncontrolling interest as of December 31, 2025 was recognized within redeemable noncontrolling interests on the Consolidated Balance Sheets (see Note 11). In January 2026, the Company acquired the remaining 50% interest in the Gateway Crossing JV for consideration paid, net of discounts and closing costs, of $132 million, bringing the Company’s equity ownership in thesesix buildings to 100%.

Other Outpatient Medical Acquisitions

During the year ended December 31, 2025, the Company acquired nine suites within an outpatient medical building in Atlanta, Georgia for $7 million and acquired an outpatient medical land parcel in Huntsville, Alabama for $7 million.

Development Activities

The Company’s commitments, which are primarily related to development and redevelopment projects and Company-owned tenant improvements, decreased by $23 million to $199 million at September 30, 2026, when compared to December 31, 2025, primarily as a result of construction spend on projects in development and redevelopment, partially offset by commitments on projects placed into redevelopment during the period.

NOTE 4. Dispositions of Real Estate

2026 Dispositions of Real Estate

During the three months ended March 31, 2026, the Company sold (i)four lab buildings for $68 million, (ii)two outpatient medical buildings for $15 million, and (iii)nine suites within an outpatient medical building in Atlanta, Georgia for $7 million, resulting in total gain on sales of $51 million.

During the three months ended June 30, 2026, the Company sold (i)two outpatient medical buildings for $34 million and (ii)one senior housing community for $23 million, resulting in total gain on sales of $10 million.

In October 2026, the Company soldtwo outpatient medical buildings for $31 million.

Brookfield JV

In July 2026, the Company formed a JV with an affiliate of Brookfield Asset Management (“Brookfield”). The Company contributed 86 outpatient medical buildings which are diversified across 11 states. Brookfield purchased a non-controlling 49% equity interest in the JV at a gross valuation of approximately $2.1 billion. Under the terms of the agreement, the Company will maintain day-to-day control and management of the assets and will retain a call right for a finite period beginning after year seven to repurchase Brookfield’s interest at a price sufficient to provide Brookfield with a 6.5% net annual rate of return excluding initial transaction expenses.

The Brookfield JV is a VIE under ASC 810, Consolidation, because the Company exercises full responsibility, discretion, and control over the day-to-day management of the Brookfield JV, and Brookfield does not have substantive participating rights or substantive kick-out rights. The Company consolidates the Brookfield JV as it is the primary beneficiary given it has both (i) the power to direct the activities that most significantly affect its economic performance and (ii) the obligation to absorb losses and the right to receive benefits that could potentially be significant to the Brookfield JV. See Note 15 for further information.

The Brookfield JV transaction was accounted for as an issuance of a noncontrolling interest in a consolidated subsidiary without a loss of control. Brookfield’s initial capital contribution was recognized as a noncontrolling interest within the Consolidated Balance Sheets and the Consolidated Statements of Equity and Redeemable Noncontrolling Interests. Direct and incremental transaction costs are recorded as a reduction of equity offsetting the proceeds raised.

The Company allocates income and loss attributable to the noncontrolling interest taking into account the contractual terms, economic substance, any capital transactions of the Brookfield JV, and Brookfield’s net annual rate of return.

2025 Dispositions of Real Estate

During the three months ended June 30, 2025, the Company soldone outpatient medical land parcel for $4 million, resulting in gain on sale of $3 million.

During the three months ended September 30, 2025, the Company soldtwo outpatient medical buildings for $27 million, resulting in gain on sales of $12 million.

During the three months ended December 31, 2025, the Company sold (i)seven outpatient medical buildings for $133 million and (ii) a portfolio of 16 outpatient medical buildings for $182 million, resulting in total gain on sales of $57 million.

Held for Sale

As of September 30, 2026, two lab buildings andthree outpatient medical buildings were classified as held for sale, with a carrying value of $48 million, primarily comprised of net real estate assets. As of September 30, 2026, liabilities related to the assets held for sale were $1 million, primarily comprised of deferred revenue. Two of these outpatient medical buildings were sold in October 2026. As of December 31, 2025, six lab buildings andtwo outpatient medical buildings were classified as held for sale, with a carrying value of $81 million, primarily comprised of net real estate assets of $73 million and right-of-use assets of $7 million. As of December 31, 2025, liabilities related to the assets held for sale were $12 million, primarily comprised of lease liabilities of $9 million and deferred revenue of $3 million. Four of these lab buildings were sold during the three months ended March 31, 2026 andone of these outpatient medical buildings was sold during the three months ended June 30, 2026.

Impairments of Real Estate

During the three and nine months ended September 30, 2026 and 2025, the Company did not recognize any impairment charges on its consolidated real estate assets.

NOTE 5. Leases

Lease Income

The following table summarizes the Company’s lease income (in thousands):

Three Months EndedSeptember 30,Nine Months EndedSeptember 30,
2026202520262025
Fixed income from operating leases$389,168$392,915$1,163,333$1,178,305
Variable income from operating leases156,222146,971453,847429,409

Initial Direct Costs

Initial direct costs incurred in connection with successful property leasing are capitalized as deferred leasing costs and classified as investing activities in the Consolidated Statements of Cash Flows. Initial direct costs include only those costs that are incremental to the arrangement and would not have been incurred if the lease had not been obtained. Initial direct costs consist of leasing commissions paid to employees and external third party brokers and lease incentives. Initial direct costs are included in other assets in the Consolidated Balance Sheets and amortized in depreciation and amortization in the Consolidated Statements of Operations using the straight-line method over the lease term. At September 30, 2026 and December 31, 2025, the balance of net initial direct costs were $227 million and $225 million, respectively.

Straight-Line Rents

For operating leases with minimum scheduled rent increases, the Company recognizes income on a straight-line basis over the lease term when collectibility of future minimum lease payments is probable. Recognizing rental income on a straight-line basis results in a difference in the timing of revenue amounts from what is contractually due from tenants. If the Company determines that collectibility of future minimum lease payments is not probable, the accounts receivable and straight-line rent receivable balance is written off and recognized as a decrease in revenue in that period and future revenue recognition is limited to amounts contractually owed and paid. The Company does not resume recognition of income on a straight-line basis unless it determines that collectibility of future payments related to these leases is probable. For the Company’s portfolio of operating leases that are deemed probable of collection but exhibit a certain level of collectibility risk, the Company may also recognize an incremental allowance as a reduction to revenue. At September 30, 2026 and December 31, 2025, straight-line rent receivable, net of allowance, excluding amounts reported in assets held for sale, was $405 million and $373 million, respectively. Straight-line rent receivable is included in other assets in the Consolidated Balance Sheets.

NOTE 6. Loans Receivable

The following table summarizes the Company’s loans receivable (in thousands):

September 30,2026December 31,2025
Secured loans(1)$240,963$583,460
Mezzanine loans52,19247,690
Unamortized discounts and fees(916)(13,785)
Reserve for loan losses(8,036)(11,345)
Loans receivable, net$284,203$606,020

(1)At September 30, 2026 and December 31, 2025, the Company had $59 million and $99 million, respectively, of remaining commitments to fund additional principal on loans for outpatient medical and lab capital expenditure projects.

Outpatient Medical Seller Financing

In conjunction with the sale of 59 outpatient medical buildings for $674 million in July 2024 andtwo outpatient medical buildings for $23 million in November 2024, the Company provided the buyer with a mortgage loan secured by the real estate sold for $405 million and $14 million, respectively. The remainder of the sales price was received in cash at the time of sales. The seller financing had an initial maturity date of July 2026 plustwo 12-month extension options. The Company also received a $1 million loan origination fee in connection with the loan, which is being recognized in interest income over the remaining term of the loan. In connection with this seller financing, the Company reduced the gain on sales of real estate and recognized a mark-to-market discount of $21 million during the year ended December 31, 2024. This discount is based on the difference between the stated interest rate and the corresponding prevailing market rate as of the transaction date. The discount is recognized as interest income over the term of the discounted loan using the effective interest rate method.

In June 2026, the Company received a $399 million partial principal repayment. In connection with this repayment, the Company accelerated recognition of $9 million of non-cash interest income related to the mark-to-market discount and loan fees. Also in June 2026, the borrower elected the first of itstwo 12-month extension options, extending the maturity date of the remaining outstanding balance. The interest rate on the seller financing increased from 6.0% for the initial term to 6.5% during the optional extension period. Subsequent to the repayment, as of September 30, 2026, the outstanding principal balance was $20 million and was collateralized byeight outpatient medical buildings.

During the three and nine months ended September 30, 2026, the Company recognized $57 thousand and $12 million, respectively, of non-cash interest income related to the amortization of this mark-to-market discount, which includes the accelerated recognition discussed above for the nine months ended September 30, 2026. During the three and nine months ended September 30, 2025, the Company recognized $2 million and $5 million, respectively, of non-cash interest income related to the amortization of this mark-to-market discount. As of September 30, 2026 and December 31, 2025, the unamortized mark-to-market discount was $360 thousand and $12 million, respectively.

Loans Receivable Activity

The following is a summary of the Company’s loans receivable activity for the periods presented (in thousands):

Secured LoansMezzanine Loans
Loans receivable as of December 31, 2024$638,482$50,314
Add: Advances on and acquisitions of loans receivable87,6484,756
Less: Receipts on loans receivable and other reductions(1)(142,670)(7,380)
Loans receivable as of December 31, 2025583,46047,690
Add: Advances on and acquisitions of loans receivable56,5029,342
Less: Receipts on loans receivable and other reductions(398,999)(4,840)
Loans receivable as of September 30, 2026$240,963$52,192

(1)Includes the following: (i) the full early repayment in August 2025 of the $58 million outstanding balance of seller financing provided to the buyer of a portfolio of Senior Housing Operating Property (“SHOP”) facilities in January 2021 and (ii) the full repayment upon maturity in January 2025 of the $48 million outstanding balance of seller financing provided to the buyer of another SHOP portfolio in January 2021. Both of these loans receivable were secured by the buyer’s equity ownership in the properties.

In October 2026, the Company entered into a $20 million mezzanine loan commitment used to finance outpatient medical acquisitions, of which $5 million was funded at closing. The loan matures in 2031 and has a fixed interest rate of 10.0% for the first four years which increases to 10.5% thereafter.

Loans Receivable Internal Ratings

In connection with the Company’s quarterly review process or upon the occurrence of a significant event, loans receivable are reviewed and assigned an internal rating of Performing, Watch List, or Workout. Loans receivable that are deemed Performing meet material contractual obligations, and collection and timing, of all amounts owed is reasonably assured. Watch List loans receivable are defined as loans receivable that do not meet the definition of Performing or Workout. Workout loans receivable are defined as loans receivable in which the Company has determined, based on current information and events, that: (i) it is probable it will be unable to collect all amounts due according to the contractual terms of the agreement, (ii) the borrower is delinquent on making payments under the contractual terms of the agreement, and (iii) the Company has commenced action or anticipates pursuing action in the near term to seek recovery of its investment.

The following table summarizes, by year of origination, the Company’s internal ratings for loans receivable, net of unamortized discounts, fees, and reserves for loan losses, as of September 30, 2026 (in thousands):

Investment Type · Year of Origination(1) · Total
2026 · 2025 · 2024 · 2023 · 2022 · Prior
Secured loans
Risk rating:
Performing loans$10,540$67,324$80,605$42,756$34,319$—$235,544
Watch list loans———————
Workout loans———————
Total secured loans$10,540$67,324$80,605$42,756$34,319$—$235,544
Current period gross write-offs$—$—$—$—$—$—$—
Current period recoveries———————
Current period net write-offs$—$—$—$—$—$—$—
Mezzanine loans
Risk rating:
Performing loans$8,953$4,290$14,413$—$4,096$16,907$48,659
Watch list loans———————
Workout loans———————
Total mezzanine loans$8,953$4,290$14,413$—$4,096$16,907$48,659
Current period gross write-offs$—$—$—$—$—$—$—
Current period recoveries———————
Current period net write-offs$—$—$—$—$—$—$—

(1)Additional fundings under existing loans are included in the year of origination of the initial loan.

Reserve for Loan Losses

The Company evaluates the liquidity and creditworthiness of its borrowers on a quarterly basis to determine whether any updates to the future expected losses recognized upon inception are necessary. The Company’s evaluation considers payment history and current credit status, industry conditions, current economic conditions, forecasted economic conditions, individual and portfolio property performance, credit enhancements, liquidity, and other factors. Future economic conditions are based primarily on near-term economic forecasts from the Federal Reserve and reasonable assumptions for long-term economic trends. The determination of loan losses also considers concentration of credit risk associated with the senior housing, outpatient medical, and lab industries to which its loans receivable relate. The Company’s borrowers furnish property, portfolio, and guarantor/operator-level financial statements, among other information, on a monthly or quarterly basis; the Company utilizes this financial information to calculate the debt service coverages in its assessment of internal ratings that it uses as a primary credit quality indicator. Debt service coverage information is evaluated together with other property, portfolio, and operator performance information, including revenue, expense, net operating income, occupancy, rental rate, reimbursement trends, capital expenditures, and EBITDA (defined as earnings before interest, tax, and depreciation and amortization), underlying collateral value (as applicable), along with other liquidity measures. The Company evaluates, on a quarterly basis or immediately upon a significant change in circumstance, its borrowers’ ability to service their obligations with the Company.

The following table summarizes the Company’s reserve for loan losses (in thousands):

September 30, 2026December 31, 2025
Secured LoansMezzanine LoansTotalSecured LoansMezzanine LoansTotal
Reserve for loan losses, beginning of period$4,750$6,595$11,345$5,574$4,925$10,499
Provision for expected loan losses on funded loans receivable83(3,228)(3,145)9082,2153,123
Expected loan losses (recoveries) related to loans sold or repaid in full—(164)(164)(1,732)(545)(2,277)
Reserve for loan losses, end of period$4,833$3,203$8,036$4,750$6,595$11,345

Additionally, at September 30, 2026 and December 31, 2025, a liability of $0.5 million and $1.1 million, respectively, related to expected credit losses for unfunded loan commitments was included in accounts payable, accrued liabilities, and other liabilities.

The change in the reserve for expected loan losses during the nine months ended September 30, 2026 is primarily due 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 during the nine months ended September 30, 2026, partially offset by reserves recognized on a new and extended secured loan executed during the nine months ended September 30, 2026.

NOTE 7. Investments in Unconsolidated Joint Ventures

The Company owns interests in the following entities that are accounted for under the equity method (dollars in thousands):

Carrying Amount
September 30, · December 31,
Entity(1)SegmentProperty Count(2)Ownership %(2)20262025
South San Francisco JVs(3)Lab770$285,388$285,387
Callan Ridge JVLab23573,45674,369
BX JV I and II(4)Outpatient medical62042,955—
Lab JVLab14930,54631,406
PMAK JV(2)Outpatient medical591214,82821,711
Needham Land Parcel JV(2)Lab—3813,96012,453
Outpatient Medical JV(5)Outpatient medical1673,8017,177
Davis JVOutpatient medical23461,1803,530
SWF SH JV(6)Senior housing———312,709
HQ Point Preferred Equity Investment(7)Other———53,859
$466,114$802,601

(1)These entities are not consolidated because the Company does not control, through voting rights or other means, the JVs.

(2)Property counts and ownership percentages are as of September 30, 2026. Land held for development and the properties underlying the PMAK JV are excluded from the Company’s total property count.

(3)Includes multiple unconsolidated lab JVs in South San Francisco, California in which the Company holds a 70% ownership percentage in each JV. The Company is entitled to a preferred return, a promote, and certain fees in exchange for development and asset management services provided to these joint ventures when certain conditions are met. These JVs have been aggregated herein due to similarity of the investments and operations.

(4)Includestwo unconsolidated outpatient medical JVs in which the Company holds a 20% ownership percentage in each JV. These JVs have been aggregated herein due to similarity of the investments and operations.

(5)As of September 30, 2026, includesone unconsolidated outpatient medical JV, Suburban Properties, LLC, in which the Company holds a 67% ownership percentage. As of December 31, 2025, includedtwo unconsolidated outpatient medical JVs in which the Company held an ownership percentage as follows: (i) Ventures IV (20%) and (ii) Suburban Properties, LLC (67%). These joint ventures were aggregated herein due to similarity of the investments and operations. During the nine months ended September 30, 2026, the outpatient medical building in the Ventures IV JV was sold, resulting in a $2 million loss on sale recognized within equity income (loss) from unconsolidated joint ventures.

(6)As of December 31, 2025, the Company held a 53.5% ownership interest in the SWF SH JV that was comprised of 19 senior housing communities prior to the SWF SH JV Buyout, as described below.

(7)As of December 31, 2025, the Company held the HQ Point Preferred Equity Investment, a preferred equity investment intwo property lab campus in San Diego, California, prior to the HQ Point Buyout, as described below.

SWF SH JV Buyout

As of December 31, 2025, the Company held a 53.5% ownership interest in the SWF SH JV. In January 2026, the Company acquired its JV partner’s 46.5% interest for $312 million, resulting in consolidation of the 19 senior housing communities (see Note 3).

Blackstone (“BX”) JV I and II

In March 2026, the Company sold an 80% interest insix outpatient medical buildings to a third party for net proceeds of $163 million and formedtwo JVs. Following the transaction, the Company does not control the JVs through its voting rights, resulting in the Company deconsolidating the assets, recognizing its retained 20% investment in the JVs at fair value, and accounting for its investment using the equity method. The fair value of the Company’s retained investment at the time of the transaction was based on a market approach, utilizing an agreed-upon contractual sales price, which is considered to be a Level 3 measurement within the fair value hierarchy. During the nine months ended September 30, 2026, the Company recognized a gain upon change of control of $92 million, which is recognized within other income (expense), net in the Consolidated Statements of Operations.

HQ Point Preferred Equity Investment

In February 2025, the Company made a preferred equity investment in a joint venture that holds a lab campus under development in San Diego, California. This investment is entitled to a preferred return, and the Company committed to fund up to a total investment of $50 million, all of which had been funded as of December 31, 2025.

In September 2026, the Company paid $105 million to acquire the senior construction loan secured by the campus and subsequently obtained 100% ownership of HQ Point, resulting in consolidation of thetwo lab buildings (see Note 3).

Other-Than-Temporary Impairments

The Company reviews its investments in unconsolidated joint ventures for indicators of impairment on a quarterly basis and records an impairment charge when a decline in the fair value below the carrying value has been determined to be other-than-temporary. During the three months ended September 30, 2025, indicators of impairment were identified related to the cumulative impact of depressed biotechnology capital raising, lower market rents, increased capitalization rates, and oversupply affecting the life science industry. These conditions were a shift since the time of formation of the South San Francisco JVs, a period marked by historically low interest rates coupled with market rents and valuations at or near industry highs when the JV partner acquired its 30% interest. As the South San Francisco JVs at the time included completed and in-process redevelopment properties, these economic conditions resulted in an increase to the timeframe required to reach stabilized occupancy and changes to management’s estimates of market rents upon completion of redevelopment activities. Additionally, there was a shift in development plans of the Needham Land Parcel JV from a life science development to a mixed-use project, resulting in an extended timeline and delayed project commencement.

These circumstances contributed to a sustained decrease in the value of these investments. During the three months ended September 30, 2025, the Company determined that the length of time and extent of the decline in fair values below carrying values represented other-than-temporary impairments. Accordingly, during the three months ended September 30, 2025, the Company recorded impairment charges of $169 million related to its investments in the South San Francisco JVs and $7 million related to its investment in the Needham Land Parcel JV, net of a $2 million income tax benefit. These impairment charges were recognized in equity income (loss) from unconsolidated joint ventures in the Consolidated Statements of Operations. The discounted cash flow models utilized to determine the impairment charges were considered Level 3 measurements within the fair value hierarchy. These discounted cash flow models utilized the following key assumptions: (i) forecasted occupancy and market rents, (ii) a terminal capitalization rate of 6.50%, (iii) discount rates ranging from 7.50% to 8.75%, with a weighted average of 7.95% (weighted by each property’s relative fair value), (iv) expected capital expenditures, and (v) specific to Needham Land Parcel JV, land values based on a comparable sales approach.

NOTE 8. Intangibles

Intangible assets primarily consist of lease-up intangibles and above market lease intangibles. The following table summarizes the Company’s intangible lease assets (dollars in thousands):

Intangible lease assetsSeptember 30,2026December 31,2025
Gross intangible lease assets(1)$1,478,559$1,377,039
Accumulated depreciation and amortization(2)(560,859)(722,523)
Intangible assets$917,700$654,516
Weighted average remaining amortization period in years45

(1)As of September 30, 2026 and December 31, 2025, includes $1.44 billion and $1.33 billion, respectively, of gross lease-up intangibles and $38 million and $43 million, respectively, of gross above market lease intangibles.

(2)As of September 30, 2026 and December 31, 2025, includes $543 million and $705 million, respectively, of accumulated depreciation and amortization on lease-up intangibles and $18 million and $17 million, respectively, of accumulated depreciation and amortization on above market lease intangibles.

Intangible liabilities consist of below market lease intangibles. The following table summarizes the Company’s intangible lease liabilities (dollars in thousands):

Intangible lease liabilitiesSeptember 30,2026December 31,2025
Gross intangible lease liabilities$277,873$316,197
Accumulated depreciation and amortization(131,185)(142,500)
Intangible liabilities$146,688$173,697
Weighted average remaining amortization period in years99

During the nine months ended September 30, 2026, in conjunction with the Company’s acquisitions of real estate, the Company acquired $497 million of intangible assets with a weighted average amortization period at acquisition ofthree years. Other activity during the nine months ended September 30, 2026 includes the write-off of fully depreciated assets.

During the year ended December 31, 2025, in conjunction with the Company’s acquisitions of real estate, the Company acquired $137 million of intangible assets with a weighted average amortization period at acquisition ofseven years and $31 million of intangible liabilities with a weighted average amortization period at acquisition ofeight years.

Goodwill

At September 30, 2026 and December 31, 2025, goodwill was allocated to the Company’s segment assets as follows (in thousands):

SegmentSeptember 30,2026December 31,2025
Outpatient medical$64,680$64,680
Senior housing3,8493,849
$68,529$68,529

NOTE 9. Debt

Healthpeak OP, the Company’s consolidated operating subsidiary, is the borrower under, and the Company, DOC DR Holdco, and DOC DR OP Sub are the guarantors of, the Revolving Facility, 2027 Term Loans, 2029 Term Loan, 2030 Term Loan, 2031 Term Loan, Commercial Paper Program (each as defined below), and senior unsecured notes issued by the Company. DOC DR OP Sub is the borrower under, and the Company, Healthpeak OP, and DOC DR Holdco are guarantors of, the 2028 Term Loan (as defined below) and certain senior unsecured notes assumed by the Company. Guarantees of senior unsecured notes are full and unconditional and applicable to existing and future senior unsecured notes.

Janus Living Credit Facilities

Concurrent with the completion of the Janus Living IPO, Janus Living entered into a credit agreement that provided for a $500 million revolving credit facility (as amended, the “Janus Living Revolving Credit Facility”) and a $100 million delayed draw term loan facility (the “Janus Living Delayed Draw Term Loan” and, together with the Janus Living Revolving Credit Facility, the “Janus Living Credit Facilities”). The Janus Living Revolving Credit Facility matures in March 2030 withtwo six-month extension periods available, subject to certain conditions. Borrowings under the Janus Living Revolving Credit Facility bear interest at SOFR plus 105 basis points, based on Janus Living’s current leverage-based pricing grid. Janus Living may utilize the Janus Living Revolving Credit Facility to fund acquisitions and other commitments. In September 2026, Janus Living amended and restated the Janus Living Credit Facilities to increase the Janus Living Revolving Credit Facility commitment to $1.25 billion. The amended and restated Janus Living Credit Facilities also includes an accordion feature that permits the Company to increase the revolving commitments and/or add incremental term loans in an aggregate amount of $500 million, subject to customary requirements, such as obtaining additional lender commitments (the “Janus Living Term Loans”). The amended and restated Janus Living Credit Facilities also terminated the $100 million Janus Living Delayed Draw Term Loan, prior to Janus Living drawing on the Delayed Draw Term Loan. Inclusive of the $500 million accordion option, these changes increased the aggregate amount under the Janus Living Credit Facilities to $1.75 billion. Janus Living pays a facility fee on the entire revolving commitment that is based on its current leverage-based pricing grid, which was 0.15% as of September 30, 2026. As of September 30, 2026, total unamortized debt issuance costs for the Janus Living Credit Facilities were $6 million, which are recognized in other assets on the Consolidated Balance Sheets. As of September 30, 2026, no principal had been drawn on the Janus Living Credit Facilities.

The Janus Living Credit Facilities are subject to certain financial restrictions and other customary requirements, including financial covenants and cross-default provisions to other indebtedness. Among other things, these covenants, using terms defined in the applicable agreement, provide for the following limitations or other requirements on Janus Living: (i) limit the ratio of Enterprise Total Indebtedness to Enterprise Gross Asset Value to 60%; (ii) limit the ratio of Enterprise Secured Debt to Enterprise Gross Asset Value to 40%; (iii) limit the ratio of Enterprise Unsecured Debt to Enterprise Unencumbered Asset Value to 60%; (iv) require a minimum Fixed Charge Coverage Ratio of 1.5 times; (v) require a minimum Consolidated Tangible Net Worth of at least the sum of (x) $2.04 billion as of the end of any fiscal quarter plus (y) an amount equal to 75% of the net proceeds received from any equity offerings after the original closing date of the Credit Facilities; and (vi) require a minimum Unsecured Interest Coverage Ratio of 1.75 times. The Company believes Janus Living was in compliance with each of these covenants at September 30, 2026.

Bank Line of Credit and Term Loans

Revolving Facility

As of September 30, 2026, the Company’s unsecured revolving line of credit facility had aggregate commitments of $3.0 billion and matures on January 19, 2029, which may be further extended pursuant totwo six-month extension options, subject to certain customary conditions (the “Revolving Facility”). Borrowings under the Revolving Facility accrue interest at the applicable interest rate benchmark, SOFR, plus a margin that is based on the credit ratings of the Company’s senior unsecured long-term debt. In October 2025, the Company executed an amendment to the Revolving Facility to, among other immaterial changes, remove a 10 basis point adjustment related to SOFR transition from the determination of the margin. The Company also pays a facility fee on the entire revolving commitment that is based on its credit ratings. Based on the Company’s credit ratings at September 30, 2026, the margin on the Revolving Facility was 0.78% and the facility fee was 0.15%. The Revolving Facility includes a feature that allows the Company to increase the borrowing capacity by an aggregate amount of up to $750 million, subject to securing additional commitments. At each of September 30, 2026 and December 31, 2025, the Company had no balance outstanding under the Revolving Facility.

Term Loan Agreement

The Company previously entered into a term loan agreement (as amended or modified, the “Term Loan Agreement”) that provided a maximum incremental borrowing capacity of $1.5 billion. As of September 30, 2026, the Company had borrowed (i) $500 million principal balance (the “2027 Term Loans”), of which $250 million matures on February 22, 2027 withone option to extend for aone-year period subject to certain customary conditions and $250 million matures on August 22, 2027 with no option to extend, and (ii) an aggregate principal amount of $750 million that matures in March 2029 (the “2029 Term Loan”).

In October 2025, the Company executed an amendment to the Term Loan Agreement to remove a 10 basis point adjustment related to SOFR transition from the determination of the margin.

In March 2026, concurrent with the closing of the Janus Living IPO, the Company executed an amendment to the Term Loan Agreement pursuant to which (i) the applicable lenders provided their consent to the Janus Living IPO and the other transactions consummated in connection therewith, (ii) the maximum incremental borrowing capacity under the Term Loan Agreement was increased from $1.5 billion to $2.0 billion, and (iii) the Company obtained senior unsecured delayed draw term loan commitments in an aggregate principal amount of $400 million (the “2031 Term Loan”). The 2031 Term Loan is available to be drawn through December 2026 and matures in March 2031. As of September 30, 2026, the Company hadno balance outstanding under the 2031 Term Loan.

As of September 30, 2026, the unused borrowing capacity under the Term Loan Agreement was $750 million. At each of September 30, 2026 and December 31, 2025, the Company had $1.25 billion of loans outstanding under the Term Loan Agreement.

In October 2026, the Company executed an amendment to the Term Loan Agreement pursuant to which (i) the maximum incremental borrowing capacity under the Term Loan Agreement was increased from $2.0 billion to $2.75 billion and (ii) the Company obtained senior unsecured delayed draw term loan commitments in an aggregate principal amount of $500 million (the “2030 Term Loan”). The 2030 Term Loan is available to be drawn through July 2027 and has a stated maturity offour years. As of November 3, 2026, no amount has been drawn under the 2030 Term Loan.

Loans outstanding under the 2027 Term Loans accrue interest at Term SOFR plus a margin that is based on the credit ratings of the Company’s senior unsecured long-term debt. The 2027 Term Loans also include a sustainability-linked pricing component whereby the applicable margin under the 2027 Term Loans may be reduced by 0.01% based on the Company’s achievement of specified sustainability-linked metrics. Based on the Company’s credit ratings as of September 30, 2026, and inclusive of achievement of a sustainability-linked metric, the margin on the 2027 Term Loans was 0.84%.

The Company hastwo forward-starting interest rate swap instruments that are designated as cash flow hedges (see Note 17). The 2027 Term Loans associated with these interest rate swap instruments are reported as fixed rate debt due to the Company having effectively established a fixed interest rate for the underlying debt instruments. Based on the Company’s credit ratings as of September 30, 2026, the 2027 Term Loans had a blended fixed effective interest rate of 3.65%, inclusive of the impact of these interest rate swap instruments and amortization of the related debt issuance costs.

Loans outstanding under the 2029 Term Loan accrue interest at Daily SOFR plus a margin that is based on the credit ratings of the Company’s senior unsecured long-term debt. Based on the Company’s credit ratings as of September 30, 2026, the margin on the 2029 Term Loan was 0.85%.

The Company has forward-starting interest rate swap instruments that are designated as cash flow hedges (see Note 17). The 2029 Term Loan associated with these interest rate swaps is reported as fixed rate debt due to the Company having effectively established a fixed interest rate for the underlying debt instruments. Based on the Company’s credit ratings as of September 30, 2026, the 2029 Term Loan had a blended fixed effective interest rate of 4.56%, inclusive of the impact of these interest rate swap instruments and amortization of the related debt issuance costs.

Loans outstanding under the 2031 Term Loan accrue interest at Daily SOFR plus a margin that is based on the credit ratings of the Company’s senior unsecured long-term debt. Based on the Company’s credit ratings as of September 30, 2026, the margin on the 2031 Term Loan was 0.80%.

Loans outstanding under the 2030 Term Loan accrue interest at Daily SOFR plus a margin that is based on the credit ratings of the Company’s senior unsecured long-term debt.

As of September 30, 2026, the Company also had assumed senior unsecured term loans in an aggregate principal amount of $400 million (the “2028 Term Loan”) that mature in May 2028. Loans outstanding under the 2028 Term Loan bear interest at an annual rate equal to (i) the applicable margin, plus (ii) Daily SOFR. In October 2025, the Company executed an amendment to the 2028 Term Loan to remove a 10 basis point adjustment related to SOFR transition from the determination of the margin. The applicable margin under the 2028 Term Loan ranges from 0.85% to 1.65% for Daily SOFR loans and is based on the Company’s and Healthpeak OP’s credit ratings. Based on the Company’s and Healthpeak OP’s credit ratings as of September 30, 2026, the margin on the 2028 Term Loan was 0.90%.

The Company hasthree interest rate swap instruments that are designated as cash flow hedges. The 2028 Term Loan associated with these interest rate swap instruments is reported as fixed rate debt due to the Company having effectively established a fixed interest rate for the underlying debt instruments. Based on DOC DR OP Sub’s credit ratings as of September 30, 2026, the 2028 Term Loan had a blended fixed effective interest rate of 4.35%, inclusive of the impact of these interest rate swap instruments and amortization of the related premium. See also Note 17 for additional information related to these interest rate swap instruments.

The Revolving Facility, 2027 Term Loans, 2028 Term Loan, 2029 Term Loan, 2030 Term Loan, and 2031 Term Loan are subject to certain financial restrictions and other customary requirements, including financial covenants and cross-default provisions to other indebtedness. Among other things, these covenants, using terms defined in the applicable agreement: (i) limit the ratio of Enterprise Total Indebtedness to Enterprise Gross Asset Value to 60%; (ii) limit the ratio of Enterprise Secured Debt to Enterprise Gross Asset Value to 40%; (iii) limit the ratio of Enterprise Unsecured Debt to Enterprise Unencumbered Asset Value to 60%; (iv) require a minimum Fixed Charge Coverage ratio of 1.5 times; and (v) require a minimum Consolidated Tangible Net Worth of $7.7 billion. The Company believes it was in compliance with each of these covenants at September 30, 2026.

Commercial Paper Program

The Company has an unsecured commercial paper program (the “Commercial Paper Program”). Under the terms of the Commercial Paper Program, the Company may issue, from time to time, short-term unsecured notes with varying maturities. Amounts available under the Commercial Paper Program may be borrowed, repaid, and re-borrowed from time to time. At each of September 30, 2026 and December 31, 2025, the maximum aggregate face or principal amount that could be outstanding at any one time was $2.0 billion. Amounts borrowed under the Commercial Paper Program will be sold on terms that are customary for the U.S. commercial paper market and will be at least equal in right of payment with all of the Company’s other unsecured and unsubordinated indebtedness. The Company uses its Revolving Facility as a liquidity backstop for the repayment of short-term unsecured notes issued under the Commercial Paper Program. During the three months ended September 30, 2026 and 2025, the Company recognized $3 million and $2 million, respectively, of interest expense related to fees and amortization of debt issuance costs in connection with its Commercial Paper Program and Revolving Facility. During the nine months ended September 30, 2026 and 2025, the Company recognized $8 million and $7 million, respectively, of interest expense related to fees and amortization of debt issuance costs in connection with its Commercial Paper Program and Revolving Facility. At September 30, 2026, the Company had $1.5 billion notes outstanding under the Commercial Paper Program, with original maturities of approximately 22 days and a weighted average interest rate of 4.17%. At December 31, 2025, the Company had $1.1 billion of notes outstanding under the Commercial Paper Program, with original maturities of approximately 39 days and a weighted average interest rate of 4.02%.

Senior Unsecured Notes

At September 30, 2026 and December 31, 2025, the Company had senior unsecured notes outstanding with an aggregate principal balance of $6.3 billion and $6.9 billion, respectively. The senior unsecured notes contain certain covenants including limitations on debt, maintenance of unencumbered assets, cross-acceleration provisions, and other customary terms. The Company believes it was in compliance with these covenants at September 30, 2026.

During the three and nine months ended September 30, 2026, there were no issuances of senior unsecured notes.

The following table summarizes the Company’s senior unsecured note repayments during the three and nine months ended September 30, 2026 (dollars in thousands):

Repayment DateAmountCoupon Rate(1)Maturity Year
July 15, 2026$650,0003.25%2026

(1)The effective interest rate, which includes amortization of debt discounts and debt issuance costs, was 3.40%.

The following table summarizes the Company’s senior unsecured note issuances for the year ended December 31, 2025 (dollars in thousands):

Issue DateAmountCoupon Rate(1)Maturity Year
February 14, 2025$500,0005.38%2035
August 14, 2025500,0004.75%2033

(1)The effective interest rate, which includes amortization of debt discounts and debt issuance costs, is 5.56% for the senior unsecured notes issued in February 2025 and 5.02% for the senior unsecured notes issued in August 2025.

The following table summarizes the Company’s senior unsecured note repayments for the year ended December 31, 2025 (dollars in thousands):

Repayment DateAmountCoupon Rate(1)Maturity Year
February 3, 2025$348,1943.40%2025
June 2, 2025451,8064.00%2025

(1)The effective interest rate, which includes amortization of debt discounts and debt issuance costs, was 3.58% for the senior unsecured notes repaid in February 2025 and 4.19% for the senior unsecured notes repaid in June 2025.

Mortgage Debt

At September 30, 2026 and December 31, 2025, the Company had $104 million and $349 million, respectively, in aggregate principal of mortgage debt outstanding. At September 30, 2026, this mortgage debt was secured byfive outpatient medical buildings, with an aggregate carrying value of $202 million. At December 31, 2025, this mortgage debt was secured by 18 outpatient medical buildings andtwo senior housing communities, with an aggregate carrying value of $747 million.

Mortgage debt generally requires monthly principal and interest payments, is collateralized by real estate assets, and is non-recourse. Mortgage debt also typically requires maintenance of the assets in good condition, includes conditions to obtain lender consent to enter into or terminate material leases, requires insurance on the assets, requires payment of real estate taxes, restricts transfer of the encumbered assets and repayment of the loan, and prohibits additional liens. Some of the mortgage debt may require tenants or operators to maintain compliance with the applicable leases or operating agreements of such real estate assets.

During the three months ended September 30, 2026 and 2025, the Company made aggregate principal repayments of mortgage debt of $223 thousand and $1 million, respectively. During the nine months ended September 30, 2026 and 2025, the Company made aggregate principal repayments of mortgage debt of $245 million and $6 million, respectively.

Included in the aggregate principal payments of mortgage debt for the nine months ended September 30, 2026 was a $102 million early full principal repayment in January 2026 of mortgage debt secured bytwo senior housing communities with original maturities in December 2026. In connection with this repayment, the Company paid $1 million of accrued interest and prepayment penalties and recognized a $400 thousand loss on debt extinguishment.

Also included in the aggregate principal payments of mortgage debt for the nine months ended September 30, 2026 was a $142 million full principal repayment of mortgage debt secured by 13 outpatient medical buildings upon maturity in June 2026. The Company hadtwo interest rate swap instruments that were designated as cash flow hedges on this mortgage debt which matured in May 2026 (see Note 17). During the year ended December 31, 2025, the variable rate mortgage debt associated with these interest rate swap instruments was reported as fixed rate debt due to the Company having effectively established a fixed interest rate for the underlying debt instrument.

Included in the aggregate principal payments of mortgage debt for the nine months ended September 30, 2025 was a $4 million full principal repayment of mortgage debt secured byone outpatient medical building that matured in March 2025.

Debt Maturities

The following table summarizes the Company’s stated debt maturities and scheduled principal repayments at September 30, 2026 (dollars in thousands):

Senior UnsecuredNotes(3) · MortgageDebt(4)
YearBank Line of Credit(1)Commercial Paper(1)(2)Term LoansAmountInterest Rate(5)AmountInterest Rate(5)Total
2026$—$—$—$——%$100,2255.76%$100,225
2027——500,000850,0003.23%8424.57%1,350,842
2028——400,000850,0003.53%2,7753.53%1,252,775
2029—1,489,500750,000650,0003.65%——%2,889,500
2030———750,0003.14%——%750,000
Thereafter———3,150,0005.08%——%3,150,000
—1,489,5001,650,0006,250,000103,8429,493,342
Premiums, (discounts), and debt issuance costs, net——(3,275)(107,899)177(110,997)
$—$1,489,500$1,646,725$6,142,101$104,019$9,382,345

(1)As of September 30, 2026, total unamortized debt issuance costs for the Revolving Facility and Commercial Paper Program were $11 million and total unamortized debt issuance costs for the Janus Living Credit Facilities were $6 million, which are recognized in other assets on the Consolidated Balance Sheets.

(2)Commercial Paper Program borrowings are backstopped by the availability under the Revolving Facility. As such, the Company calculates the weighted average remaining term of its Commercial Paper Program borrowings using the maturity date of the Revolving Facility.

(3)Effective interest rates on the senior unsecured notes range from 1.54% to 6.87% with a weighted average effective interest rate of 4.24% and a weighted average maturity of approximately four years.

(4)Effective interest rates on the mortgage debt range from 3.53% to 6.37% with a weighted average effective interest rate of 5.69% and a weighted average maturity of approximately three months.

(5)Represents the weighted-average effective interest rate as of the end of the applicable period, including amortization of debt premiums (discounts) and debt issuance costs.

Additionally, as of September 30, 2026, the Company had 14 outstanding letter of credit obligations totaling $3 million.

NOTE 10. Commitments and Contingencies

Legal Proceedings

From time to time, the Company is a party to legal proceedings, lawsuits and other claims that arise in the ordinary course of the Company’s business. The Company is not aware of any legal proceedings or claims that it believes may have, individually or taken together, a material adverse effect on the Company’s financial condition, results of operations, or cash flows. The Company’s policy is to expense legal costs as they are incurred.

DownREITs and Other Partnerships

In connection with the formation of certain limited liability companies (“DownREITs”), members may contribute appreciated real estate to a DownREIT in exchange for DownREIT units. These contributions are generally tax-deferred, so that the pre-contribution gain related to the property is not taxed to the member. However, if a contributed property is later sold by the DownREIT, the unamortized pre-contribution gain that exists at the date of sale is specifically allocated and taxed to the contributing members. In many of the DownREITs, the Company has entered into indemnification agreements with those members who contributed appreciated property into the DownREIT. Under these indemnification agreements, if any of the appreciated real estate contributed by the members is sold by the DownREIT in a taxable transaction within a specified number of years, the Company will reimburse the affected members for the federal and state income taxes associated with the pre-contribution gain that is specially allocated to the affected member under the Internal Revenue Code (“make-whole payments”). These make-whole payments include a tax gross-up provision. As of September 30, 2026, the Company had indemnification agreements on a total of 28 properties within its DownREITs.

Minimum Liquid Reserve (“MLR”)

For the Company’s life plan communities, which are a form of senior housing that offer a full continuum of care and operate under an entrance fee model, state licensing authorities require the Company to maintain MLR balances in escrow accounts based upon certain financial calculations. This requirement mitigates the risk of a community failure, whereby the Company would be obligated to repay the balance of entrance fees to its residents. The reserve balance required by these state licensing authorities at September 30, 2026 was $93 million, which was met through $63 million of restricted cash held in escrow and $30 million of promissory notes. These promissory notes are issued between the Company and certain of its operating subsidiaries, which represents intercompany activity that is eliminated in the Consolidated Financial Statements.

NOTE 11. Equity and Redeemable Noncontrolling Interests

Dividends

On October 1, 2026, the Company’s Board of Directors declared a monthly common stock cash dividend of $0.10167 per share for each of October, November, and December 2026, payable on October 30, 2026, November 25, 2026, and December 30, 2026, respectively, to stockholders of record as of the close of business on October 19, 2026, November 13, 2026, and December 18, 2026, respectively.

During each of the three months ended September 30, 2026 and 2025, the Company declared and paid common stock cash dividends of $0.305 per share. During each of the nine months ended September 30, 2026 and 2025, the Company declared and paid common stock cash dividends of $0.915 per share.

At-The-Market Equity Offering Program

The Company’s at-the-market equity offering program (the “ATM Program”) was most recently amended in February 2025 to add certain banks as sales agents, a forward seller, and a forward purchaser under the ATM Program. The ATM Program allows for the sale of shares of common stock having an aggregate gross sales price of up to $1.5 billion (i) by the Company through a consortium of banks acting as sales agents or directly to the banks acting as principals or (ii) by a consortium of banks acting as forward sellers on behalf of any forward purchasers pursuant to a forward sale agreement (each, an “ATM forward contract”). The use of ATM forward contracts allows the Company to lock in a share price on the sale of shares at the time the ATM forward contract becomes effective, but defer receiving the proceeds from the sale of shares until a later date.

ATM forward contracts generally have aone- totwo-year term. At any time during the term, the Company may settle a forward sale by delivery of physical shares of common stock to the forward seller or, at the Company’s election, in cash or net shares. The forward sale price the Company expects to receive upon settlement of outstanding ATM forward contracts will be the initial forward price established upon the effective date, subject to adjustments for: (i) accrued interest, (ii) the forward purchasers’ stock borrowing costs, and (iii) certain fixed price reductions during the term of the ATM forward contract.

At September 30, 2026, $1.5 billion of the Company’s common stock remained available for sale under the ATM Program.

ATM Forward Contracts

During each of the three and nine months ended September 30, 2026 and 2025, the Company didnot utilize the forward provisions under the ATM Program.

ATM Direct Issuances

During each of the three and nine months ended September 30, 2026 and 2025, there wereno direct issuances of shares of common stock under the ATM Program.

Share Repurchase Programs

On July 24, 2024, the Company’s Board of Directors approved a share repurchase program (the “2024 Share Repurchase Program”) to supersede and replace the Company’s previous share repurchase program. Under the 2024 Share Repurchase Program, the Company could acquire shares of its common stock in the open market or other similar purchase techniques (including in compliance with the safe harbor provisions of Rule 10b-18 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or pursuant to one or more plans adopted under Rule 10b5-1 promulgated under the Exchange Act), up to an aggregate purchase price of $500 million. Purchases of common stock under the 2024 Share Repurchase Program could be exercised at the Company’s discretion with the timing and number of shares repurchased depending on a variety of factors, including price, corporate and regulatory requirements, and other corporate liquidity requirements and priorities. During the nine months ended September 30, 2025, the Company repurchased 5.09 million shares of its common stock under the 2024 Share Repurchase Program at a weighted average price of $18.50 per share for a total of $94 million. During the nine months ended September 30, 2026, the Company repurchased 5.95 million shares of its common stock under the 2024 Share Repurchase Program at a weighted average price of $16.81 per share for a total of $100 million. The 2024 Share Repurchase Program expired in July 2026.

On July 30, 2026, the Company’s Board of Directors approved a new share repurchase program (the “2026 Share Repurchase Program”) to supersede and replace the 2024 Share Repurchase Program. Upon adoption of the 2026 Share Repurchase Program, no further share repurchases may be made pursuant to the 2024 Share Repurchase Program. Under the 2026 Share Repurchase Program, the Company may acquire shares of its common stock in the open market or other similar purchase techniques (including in compliance with the safe harbor provisions of Rule 10b-18 under the Exchange Act, or pursuant to one or more plans adopted under Rule 10b5-1 promulgated under the Exchange Act), in an amount up to an aggregate purchase price of $500 million. Purchases of common stock under the 2026 Share Repurchase Program may be exercised at the Company’s discretion with the timing and number of shares repurchased depending on a variety of factors, including price, corporate and regulatory requirements, and other corporate liquidity requirements and priorities. The 2026 Share Repurchase Program may be suspended or terminated at any time without prior notice. During the three and nine months ended September 30, 2026, no shares were repurchased under the 2026 Share Repurchase Program. As of September 30, 2026, $500 million of the Company’s common stock remained available for repurchase under the 2026 Share Repurchase Program.

Accumulated Other Comprehensive Income (Loss)

The following table summarizes the Company’s accumulated other comprehensive income (loss) (in thousands):

September 30,2026December 31,2025
Unrealized gains (losses) on derivatives, net$29,664$(8,110)
Supplemental Executive Retirement Plan minimum liability(1,606)(1,827)
Total accumulated other comprehensive income (loss)$28,058$(9,937)

The Company has a defined benefit pension plan, known as the Supplemental Executive Retirement Plan, withone plan participant, a former Chief Executive Officer (“CEO”) of the Company who departed in 2003. Changes to the Supplemental Executive Retirement Plan minimum liability are reflected in other comprehensive income (loss).

Noncontrolling Interests

Redeemable Noncontrolling Interests

Arrangements with noncontrolling interest holders are assessed for appropriate balance sheet classification based on the redemption and other rights held by the noncontrolling interest holder. Certain of the Company’s noncontrolling interest holders have the ability to put their equity interests to the Company upon specified events or after the passage of a predetermined period of time (each, a “Put Option”). Each Put Option is payable in cash and subject to changes in redemption value, which is generally based on the underlying property’s fair value. Accordingly, the Company records redeemable noncontrolling interests outside of permanent equity and presents the redeemable noncontrolling interests at the greater of their carrying amount or redemption value at the end of each reporting period. In addition to the rights of the redeemable noncontrolling interest holders, the Company has the ability to buy out the interests of certain noncontrolling interest holders. The values of the redeemable noncontrolling interests are subject to change based on the assessment of redemption value at each redemption date.

As of December 31, 2025, (i) the estimated redemption value of the redeemable noncontrolling interests with currently exercisable Put Options was $14 million, (ii) the estimated redemption value of the redeemable noncontrolling interests that will become exercisable upon completion of the related development projects was $13 million, and (iii) the estimated redemption value of the Gateway Crossing JV (see Note 3) was $132 million.

During the three months ended March 31, 2026, the Company acquired the remaining 50% interest of the Gateway Crossing JV for $132 million, terminating the Put Option of the noncontrolling interest holder. As of September 30, 2026, (i) the estimated redemption value of the redeemable noncontrolling interests with currently exercisable Put Options was $14 million and (ii) the estimated redemption value of the redeemable noncontrolling interests that will become exercisable upon completion of the related development projects was $14 million.

Janus Living - Public Investors

In connection with the Janus Living IPO in March 2026,48,300,000 shares of Janus Living’s Class A-1 common stock were issued to public investors, generating total gross proceeds of $966 million, less $65 million of fees paid to the underwriters. During the nine months ended September 30, 2026, a portion of these proceeds were utilized to fund certain other offering and transaction-related costs (see Note 20).

On June 4, 2026, an additional 25,000,000 shares of Janus Living’s Class A-1 common stock were issued to public investors following the completion of the Janus Living June Follow-On Offering. As part of the Janus Living June Follow-On Offering, Janus Living granted the underwriters a 30-day option to purchase up to an additional 3,750,000 shares of Janus Living’s Class A-1 common stock, which was exercised in full on June 22, 2026. The Janus Living June Follow-On Offering generated total gross proceeds of $719 million, less $28 million of fees paid to the underwriters. In conjunction with the Janus Living June Follow-On Offering, $1 million of offering costs were incurred and recognized within total noncontrolling interests on the Consolidated Statements of Equity and Redeemable Noncontrolling Interests during the nine months ended September 30, 2026.

On August 12, 2026, an additional 18,400,000 shares of Janus Living’s Class A-1 common stock were issued to public investors following the completion of the Janus Living August Follow-On Offering. The Janus Living August Follow-On Offering generated total gross proceeds of $534 million, which included the exercise in full of the underwriters’ option to purchase additional shares, less $19 million of fees paid to the underwriters. In conjunction with the Janus Living August Follow-On Offering, $2 million of offering costs were incurred and recognized within total noncontrolling interests on the Consolidated Statements of Equity and Redeemable Noncontrolling Interests during the three months ended September 30, 2026.

As of September 30, 2026, Janus Living public investors represent a 30.8% interest in Janus Living, a consolidated subsidiary of Healthpeak, which is calculated by dividing the number of Janus Living's Class A-1 common stock held by public investors by the total outstanding number of shares of Janus Living’s Class A-1 common stock and common units in Janus Living. The Janus Living IPO and Janus Living Follow-On Offerings resulted in an allocation between equity and noncontrolling interests on the Consolidated Statements of Equity and Redeemable Noncontrolling Interests to reflect the change in total net assets and capital structure of the Company.

Healthpeak OP

During each of the nine months ended September 30, 2026 and 2025, certain employees of the Company (“OP Unitholders”) were issued approximately 2 million non-managing member units in Healthpeak OP (“Healthpeak OP Units”), all of which were profits interests in Healthpeak OP. When certain conditions are met, the OP Unitholders have the right to require redemption of part or all of their Healthpeak OP Units for cash or shares of the Company’s common stock, at the Company’s option as managing member of Healthpeak OP. The per unit redemption amount is equal to eitherone share of the Company’s common stock or cash equal to the fair value of a share of common stock at the time of redemption. The Company classifies the Healthpeak OP Units in permanent equity because it may elect, in its sole discretion, to issue shares of its common stock to OP Unitholders who choose to redeem their Healthpeak OP Units rather than using cash. As of September 30, 2026, there were approximately 6 million Healthpeak OP Units outstanding and 509 thousand had met the criteria for redemption. As of September 30, 2026, the value of the Healthpeak OP Units that had met the criteria for redemption based on the closing stock price on September 30, 2026 was $10 million. As of December 31, 2025, there were approximately 4 million Healthpeak OP Units outstanding and 275 thousand had met the criteria for redemption. As of December 31, 2025, the value of the Healthpeak OP Units that had met the criteria for redemption based on the closing stock price on December 31, 2025 was $4 million.

Janus Living OP

During the nine months ended September 30, 2026, certain employees of the Company (“Janus Living OP Unitholders”) were issued approximately 392 thousand non-managing member units in Janus Living OP, the operating subsidiary of Janus Living, Inc. (“Janus Living OP Units” and together with Healthpeak OP Units, “OP Units”), all of which were profits interests in Janus Living OP. When certain conditions are met, the holders of Janus Living OP Units have the right to require redemption of part or all of their Janus Living OP Units for cash or shares of the Janus Living’s Class A-1 common stock, at Janus Living’s option as managing member of Janus Living OP. The per unit redemption amount is equal to eitherone share of Janus Living’s Class A-1 common stock or cash equal to the fair value of a share of Janus Living’s Class A-1 common stock at the time of redemption. The Company classifies the Janus Living OP Units in permanent equity because Janus Living may elect, in its sole discretion, to issue shares of Janus Living’s Class A-1 common stock to Janus Living OP Unitholders who choose to redeem their Janus Living OP Units rather than using cash. As of September 30, 2026, none of the Janus Living OP Units met the criteria for redemption.

DownREITs

The non-managing member units of the Company’s DownREITs are exchangeable for an amount of cash approximating the then-current market value of shares of the Company’s common stock or, at the Company’s option, shares of the Company’s common stock (subject to certain adjustments, such as stock splits and reclassifications). Upon exchange of DownREIT units for the Company’s common stock, the carrying amount of the DownREIT units is reclassified to stockholders’ equity. At each of September 30, 2026 and December 31, 2025, there were approximately 11 million DownREIT units (13 million shares of Healthpeak common stock are issuable upon conversion) outstanding ineight DownREIT LLCs, for all of which the Company holds a controlling interest and/or acts as the managing member. At September 30, 2026 and December 31, 2025, the carrying value of the 11 million DownREIT units was $305 million and $307 million, respectively. The market value of the 11 million DownREIT units, based on the closing stock price on September 30, 2026 and December 31, 2025, was $266 million and $215 million, respectively.

NOTE 12. Earnings Per Common Share

Basic income (loss) per common share (“EPS”) is computed based on the weighted average number of common shares outstanding. Diluted income (loss) per common share is computed based on the weighted average number of common shares outstanding plus the impact of forward equity sales agreements using the treasury stock method, common shares issuable from the assumed conversion of DownREIT units, certain performance restricted stock units, OP Units, and unvested restricted stock units. Only those instruments having a dilutive impact on the Company’s basic income (loss) per share are included in diluted income (loss) per share during the periods presented.

Certain restricted stock units are considered participating securities, because dividend payments are not forfeited even if the underlying award does not vest, and require use of the two-class method when computing basic and diluted earnings per share.

The Company considers the potential dilution resulting from forward agreements under its ATM Program to the calculation of earnings per share. At inception, the agreements do not have an effect on the computation of basic EPS as no shares are delivered until settlement. However, the Company uses the treasury stock method to calculate the dilution, if any, resulting from the forward sales agreements during the period of time prior to settlement. Refer to Note 11 for a discussion of the forward sales agreements, under which there were no sales or settlements during the three and nine months ended September 30, 2026 and 2025.

The following table illustrates the computation of basic and diluted earnings per share (in thousands, except per share amounts):

Three Months EndedSeptember 30,Nine Months EndedSeptember 30,
2026202520262025
Numerator - Basic
Net income (loss)$36,687$(109,848)$299,584$(20,765)
Noncontrolling interests’ share in earnings(19,424)(7,274)(35,870)(21,856)
Net income (loss) attributable to Healthpeak Properties, Inc.17,263(117,122)263,714(42,621)
Less: Participating securities’ share in earnings(145)(134)(444)(714)
Net income (loss) applicable to common shares$17,118$(117,256)$263,270$(43,335)
Numerator - Dilutive
Net income (loss) applicable to common shares$17,118$(117,256)$263,270$(43,335)
Add: distributions on dilutive convertible units and other——90—
Dilutive net income (loss) available to common shares$17,118$(117,256)$263,360$(43,335)
Denominator
Basic weighted average shares outstanding689,509694,930691,498696,380
Dilutive potential common shares - equity awards(1)——2—
Dilutive potential common shares - OP Units(2)——281—
Diluted weighted average common shares689,509694,930691,781696,380
Earnings per common share
Basic$0.02$(0.17)$0.38$(0.06)
Diluted$0.02$(0.17)$0.38$(0.06)

(1)For all periods presented, represents the dilutive impact of 1 million outstanding equity awards (restricted stock units).

(2)For the three months ended September 30, 2026, all 6 million outstanding Healthpeak OP Units were not included because they were anti-dilutive. For the nine months ended September 30, 2026, represents the dilutive impact of 6 million outstanding Healthpeak OP Units. For each of the three and nine months ended September 30, 2025, all 4 million outstanding Healthpeak OP Units were not included because they were anti-dilutive.

For each of the three and nine months ended September 30, 2026 and 2025, all 13 million shares issuable upon conversion of DownREIT units were not included because they were anti-dilutive.

NOTE 13. Segment Disclosures

The Company’s operating segments, based on how its chief operating decision maker (“CODM”), the President and CEO, evaluates the business and allocates resources, are as follows: (i) outpatient medical, (ii) lab, (iii) senior housing, (iv) loans receivable, (v) a preferred equity investment, and (vi)three other properties. The Company’s reportable segments, as determined in accordance with ASC 280, Segment Reporting, are as follows: (i) outpatient medical, (ii) lab, and (iii) senior housing. The loans receivable, preferred equity investment, andthree other properties are non-reportable segments that have been presented on a combined basis within the Notes to the Consolidated Financial Statements herein. The accounting policies of the segments are the same as those described in Note 2 to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the SEC, as updated by Note 2 in these financial statements.

For the outpatient medical and lab segments, the CODM evaluates performance based on property adjusted net operating income (“Adjusted NOI”). Adjusted NOI is used to evaluate performance because it provides relevant and useful information by reflecting only income and operating expense items that are incurred at the property level and presenting it on an unlevered basis. NOI is defined as real estate revenues (inclusive of rental and related revenues and resident fees and services, and exclusive of interest income), less property level operating expenses. Adjusted NOI is calculated as NOI after eliminating the effects of straight-line rents, amortization of market lease intangibles, termination fees, operator transition costs, and actuarial reserves for insurance claims that have been incurred but not reported. NOI and Adjusted NOI exclude all other financial statement amounts included in net income (loss).

NOI and Adjusted NOI are calculated as NOI and Adjusted NOI, respectively, from consolidated properties, plus the Company’s share of NOI and Adjusted NOI from unconsolidated joint ventures (calculated by applying the Company’s economic share for the period), less noncontrolling interests’ share of NOI and Adjusted NOI from consolidated joint ventures (calculated by applying the Company’s economic share for the period). Management utilizes its share of NOI and Adjusted NOI in assessing its performance as the Company has various joint ventures that contribute to its performance.

In connection with the Janus Living IPO, beginning in the first quarter of 2026, the CODM evaluates performance for the senior housing segment based on net income (loss).

Segment assets consist of real estate assets, intangible assets, and right-of-use assets. Non-segment assets consist of assets in the Company’s other non-reportable segments and corporate non-segment assets. Corporate non-segment assets consist primarily of corporate assets, including cash and cash equivalents, restricted cash, accounts receivable, other assets, and real estate assets held for sale. Reportable segment asset information is not provided to the CODM as the CODM does not use segment asset information to evaluate the business and allocate resources.

The following table summarizes financial information for the reportable segments for the three months ended September 30, 2026 (in thousands):

Outpatient Medical · Lab · Senior Housing · Total
Total revenues$314,752$223,870$268,300
Operating expenses(1)(107,000)(75,058)
Healthpeak’s share of unconsolidated joint venture NOI5,6525,865
Noncontrolling interests’ share of consolidated joint venture NOI(20,700)—
NOI - outpatient medical and lab192,704154,677
Adjustments to NOI(2)(8,432)(13,809)
Adjusted NOI - outpatient medical and lab$184,272$140,868$325,140
Senior housing net income (loss):
Compensation and property management(122,831)
Food(11,712)
Real estate taxes(8,045)
Repairs and maintenance(8,825)
Utilities(11,418)
Other segment items(3)(30,588)
Depreciation and amortization(78,682)
General and administrative(1,527)
General and administrative - related party management fee(3,779)
Interest expense(486)
Transaction costs(3,400)
Other income (expense), net8,276
Income tax benefit (expense)(891)
Senior housing net income (loss)$(5,608)(5,608)
Reconciling items:
Plus: Adjustments to NOI(2)22,241
Other non-reportable revenues6,768
Interest income and other7,202
Other non-reportable operating expenses(3,914)
Depreciation and amortization(220,241)
Interest expense(83,413)
General and administrative(18,283)
Transaction costs(6,338)
Impairments and loan loss reserves, net210
Other income (expense), net394
Less: Healthpeak’s share of unconsolidated joint venture NOI - outpatient medical and lab(11,517)
Plus: Noncontrolling interests’ share of consolidated joint venture NOI - outpatient medical20,700
Plus: Income tax benefit (expense) - senior housing891
Income (loss) before income taxes and equity income (loss) from unconsolidated joint ventures$34,232

(2)Represents straight-line rents, amortization of market lease intangibles, net, actuarial reserves for insurance claims that have been incurred but not reported, and termination fees. Includes the Company’s share of income (loss) generated by unconsolidated joint ventures and excludes noncontrolling interests’ share of earnings generated by consolidated joint ventures.

The following table summarizes the Company’s significant expense categories for the outpatient medical and lab reportable segments for the three months ended September 30, 2026 (in thousands):

Outpatient MedicalLab
Compensation and property management$15,887$9,330
Real estate taxes23,67722,472
Repairs and maintenance19,52110,658
Utilities21,07418,188
Other segment items(1)26,84114,410
Operating expenses$107,000$75,058

(1)Other segment items for outpatient medical and lab include: (i) cleaning expense, (ii) ground rent expense, (iii) insurance expense, (iv) roads and grounds expense, (v) security expense, and (vi) other expense.

The following table summarizes financial information for the reportable segments for the three months ended September 30, 2025 (in thousands):

Outpatient Medical · Lab · Senior Housing · Total
Total revenues$320,903$213,325$150,458
Operating expenses(1)(110,431)(64,352)
Healthpeak’s share of unconsolidated joint venture NOI4,4404,605
Noncontrolling interests’ share of consolidated joint venture NOI(6,569)—
NOI - outpatient medical and lab208,343153,578
Adjustments to NOI(2)(10,300)(15,520)
Adjusted NOI - outpatient medical and lab$198,043$138,058$336,101
Senior housing net income (loss):
Compensation and property management(71,809)
Food(6,855)
Real estate taxes(4,073)
Repairs and maintenance(5,461)
Utilities(6,278)
Other segment items(3)(19,434)
Depreciation and amortization(30,885)
General and administrative(2,267)
Interest expense(950)
Other income (expense), net(450)
Income tax benefit (expense)(1,576)
Equity income (loss) from unconsolidated joint ventures992
Senior housing net income (loss)$1,4121,412
Reconciling items:
Plus: Adjustments to NOI(2)25,820
Other non-reportable revenues5,658
Interest income and other15,529
Other non-reportable operating expenses(3,229)
Depreciation and amortization(231,432)
Interest expense(75,834)
General and administrative(17,640)
Transaction costs(2,420)
Impairments and loan loss reserves, net54
Gain (loss) on sales of real estate, net11,500
Other income (expense), net1,610
Less: Healthpeak’s share of unconsolidated joint venture NOI - outpatient medical and lab(9,045)
Plus: Noncontrolling interests’ share of consolidated joint venture NOI - outpatient medical6,569
Plus: Income tax benefit (expense) - senior housing1,576
Less: Equity income (loss) from unconsolidated joint ventures - senior housing(992)
Income (loss) before income taxes and equity income (loss) from unconsolidated joint ventures$65,237

(2)Represents straight-line rents, amortization of market lease intangibles, net, actuarial reserves for insurance claims that have been incurred but not reported, and termination fees. Includes the Company’s share of income (loss) generated by unconsolidated joint ventures and excludes noncontrolling interests’ share of earnings generated by consolidated joint ventures.

The following table summarizes the Company’s significant expense categories for the outpatient medical and lab reportable segments for the three months ended September 30, 2025 (in thousands):

Outpatient MedicalLab
Compensation and property management$15,043$8,484
Real estate taxes25,06819,500
Repairs and maintenance17,0008,966
Utilities21,16814,855
Other segment items(1)32,15212,547
Operating expenses$110,431$64,352

(1)Other segment items for outpatient medical and lab include: (i) cleaning expense, (ii) ground rent expense, (iii) insurance expense, (iv) roads and grounds expense, (v) security expense, and (vi) other expense.

The following table summarizes financial information for the reportable segments for the nine months ended September 30, 2026 (in thousands):

Outpatient Medical · Lab · Senior Housing · Total
Total revenues$943,640$652,793$685,101
Operating expenses(1)(316,740)(211,461)
Healthpeak’s share of unconsolidated joint venture NOI16,07818,113
Noncontrolling interests’ share of consolidated joint venture NOI(34,840)(54)
NOI - outpatient medical and lab608,138459,391
Adjustments to NOI(2)(27,484)(34,890)
Adjusted NOI - outpatient medical and lab$580,654$424,501$1,005,155
Senior housing net income (loss):
Compensation and property management(314,444)
Food(30,281)
Real estate taxes(21,091)
Repairs and maintenance(23,196)
Utilities(28,264)
Other segment items(3)(79,527)
Depreciation and amortization(186,553)
General and administrative(5,819)
General and administrative - related party management fee(6,579)
Interest expense(1,187)
Transaction costs(26,188)
Gain (loss) on sales of real estate, net3,884
Gain (loss) upon change of control, net(4)46,270
Gain (loss) on debt extinguishments(403)
Other income (expense), net25,557
Income tax benefit (expense)(267)
Equity income (loss) from unconsolidated joint ventures111
Senior housing net income (loss)$37,12437,124
Reconciling items:
Plus: Adjustments to NOI(2)62,374
Other non-reportable revenues20,747
Interest income and other43,142
Other non-reportable operating expenses(11,371)
Depreciation and amortization(685,494)
Interest expense(262,284)
General and administrative(58,299)
Transaction costs(16,871)
Impairments and loan loss reserves, net3,964
Gain (loss) on sales of real estate, net56,773
Other income (expense), net93,388
Less: Healthpeak’s share of unconsolidated joint venture NOI - outpatient medical and lab(34,191)
Plus: Noncontrolling interests’ share of consolidated joint venture NOI - outpatient medical and lab34,894
Plus: Income tax benefit (expense) - senior housing267
Less: Equity income (loss) from unconsolidated joint ventures - senior housing(111)
Income (loss) before income taxes and equity income (loss) from unconsolidated joint ventures$289,207

(2)Represents straight-line rents, amortization of market lease intangibles, net, actuarial reserves for insurance claims that have been incurred but not reported, and termination fees. Includes the Company’s share of income (loss) generated by unconsolidated joint ventures and excludes noncontrolling interests’ share of earnings generated by consolidated joint ventures.

(4)Gain (loss) upon change of control, net, is recognized in other income (expense), net, in the Consolidated Statements of Operations.

The following table summarizes the Company’s significant expense categories for the outpatient medical and lab reportable segments for the nine months ended September 30, 2026 (in thousands):

Outpatient MedicalLab
Compensation and property management$47,115$27,920
Real estate taxes72,13666,097
Repairs and maintenance56,55329,992
Utilities58,26044,142
Other segment items(1)82,67643,310
Operating expenses$316,740$211,461

(1)Other segment items for outpatient medical and lab include: (i) cleaning expense, (ii) ground rent expense, (iii) insurance expense, (iv) roads and grounds expense, (v) security expense, and (vi) other expense.

The following table summarizes financial information for the reportable segments for the nine months ended September 30, 2025 (in thousands):

Outpatient Medical · Lab · Senior Housing · Total
Total revenues$950,135$640,123$448,240
Operating expenses(1)(315,136)(181,412)
Healthpeak’s share of unconsolidated joint venture NOI13,19311,199
Noncontrolling interests’ share of consolidated joint venture NOI(20,983)—
NOI - outpatient medical and lab627,209469,910
Adjustments to NOI(2)(32,959)(42,844)
Adjusted NOI - outpatient medical and lab$594,250$427,066$1,021,316
Senior housing net income (loss):
Compensation and property management(213,558)
Food(20,080)
Real estate taxes(12,905)
Repairs and maintenance(15,181)
Utilities(17,660)
Other segment items(3)(56,234)
Depreciation and amortization(94,875)
General and administrative(7,781)
Interest expense(2,847)
Other income (expense), net(11,781)
Income tax benefit (expense)(4,777)
Equity income (loss) from unconsolidated joint ventures3,452
Senior housing net income (loss)$(5,987)(5,987)
Reconciling items:
Plus: Adjustments to NOI(2)75,803
Other non-reportable revenues17,456
Interest income and other47,156
Other non-reportable operating expenses(9,080)
Depreciation and amortization(701,904)
Interest expense(221,693)
General and administrative(59,008)
Transaction costs(18,169)
Impairments and loan loss reserves, net117
Gain (loss) on sales of real estate, net13,136
Other income (expense), net2,123
Less: Healthpeak’s share of unconsolidated joint venture NOI - outpatient medical and lab(24,392)
Plus: Noncontrolling interests’ share of consolidated joint venture NOI - outpatient medical20,983
Plus: Income tax benefit (expense) - senior housing4,777
Less: Equity income (loss) from unconsolidated joint ventures - senior housing(3,452)
Income (loss) before income taxes and equity income (loss) from unconsolidated joint ventures$159,182

(2)Represents straight-line rents, amortization of market lease intangibles, net, actuarial reserves for insurance claims that have been incurred but not reported, and termination fees. Includes the Company’s share of income (loss) generated by unconsolidated joint ventures and excludes noncontrolling interests’ share of earnings generated by consolidated joint ventures.

The following table summarizes the Company’s significant expense categories for the outpatient medical and lab reportable segments for the nine months ended September 30, 2025 (in thousands):

Outpatient MedicalLab
Compensation and property management$43,901$25,071
Real estate taxes73,45557,510
Repairs and maintenance46,58624,526
Utilities56,58635,965
Other segment items(1)94,60838,340
Operating expenses$315,136$181,412

(1)Other segment items for outpatient medical and lab include: (i) cleaning expense, (ii) ground rent expense, (iii) insurance expense, (iv) roads and grounds expense, (v) security expense, and (vi) other expense.

The following table summarizes the Company’s revenues by reportable segment (in thousands):

Three Months EndedSeptember 30,Nine Months EndedSeptember 30,
Segment2026202520262025
Outpatient medical$314,752$320,903$943,640$950,135
Lab223,870213,325652,793640,123
Senior housing268,300150,458685,101448,240
Total revenues for reportable segments806,922684,6862,281,5342,038,498
Total revenues for other non-reportable6,7685,65820,74717,456
Interest income and other7,20215,52943,14247,156
Total revenues$820,892$705,873$2,345,423$2,103,110

NOTE 14. Supplemental Cash Flow Information

The following table provides supplemental cash flow information (in thousands):

Nine Months Ended September 30,
20262025
Supplemental cash flow information:
Interest paid, net of capitalized interest$273,084$219,686
Income taxes paid (refunded), net5,2082,089
Capitalized interest57,71563,541
Supplemental schedule of non-cash investing and financing activities:
Accrued construction costs$144,906$164,460
Increase in ROU asset in exchange for new lease liability related to operating leases1,5617,049
Noncash lease consideration13,000—
Net noncash impact from the consolidation of properties previously held in an unconsolidated joint venture371,731—
Retained equity method investment from BX JV I and II transactions, net (see Note 7)43,378—
Accrued distributions to noncontrolling interests19,180—
Noncash noncontrolling interests issuance costs1,029—

The following table summarizes cash, cash equivalents, and restricted cash (in thousands):

Nine Months Ended September 30,
20262025
Beginning of period:
Cash and cash equivalents$467,457$119,818
Restricted cash70,24564,487
Cash, cash equivalents, and restricted cash$537,702$184,305
End of period:
Cash and cash equivalents$514,310$91,038
Restricted cash91,51268,694
Cash, cash equivalents, and restricted cash$605,822$159,732

Cash and Cash Equivalents

The Company maintains its cash and cash equivalents at financial institutions insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000 per institution. As of September 30, 2026 and December 31, 2025, the account balances at certain institutions exceeded the FDIC insurance coverage.

NOTE 15. Variable Interest Entities

Operating Subsidiary

Healthpeak OP is the Company’s operating subsidiary and a limited liability company that has governing provisions that are the functional equivalent of a limited partnership. The Company holds a membership interest in Healthpeak OP, acts as the managing member of Healthpeak OP, and exercises full responsibility, discretion, and control over the day-to-day management of Healthpeak OP. Because the noncontrolling interests in Healthpeak OP do not have substantive liquidation rights, substantive kick-out rights without cause, or substantive participating rights, the Company has determined that Healthpeak OP is a VIE. The Company, as managing member, has the power to direct the core activities of Healthpeak OP that most significantly affect Healthpeak OP’s performance, and through its interest in Healthpeak OP, has both the right to receive benefits from and the obligation to absorb losses of Healthpeak OP. Accordingly, the Company is the primary beneficiary of Healthpeak OP and consolidates Healthpeak OP. As the Company conducts its business and holds its assets and liabilities through Healthpeak OP, the total consolidated assets and liabilities, income (losses), and cash flows of Healthpeak OP represent substantially all of the total consolidated assets and liabilities, including the consolidated and unconsolidated entities discussed in this Note 15, income (losses), and cash flows of the Company.

Unconsolidated Variable Interest Entities

The Company has investments in certain unconsolidated VIEs. The Company determined it is not the primary beneficiary of and therefore does not consolidate these VIEs because it does not have the ability to control the activities that most significantly impact their economic performance. Except for the Company’s equity interest in the unconsolidated joint ventures, as more fully discussed below, it has no formal involvement in these VIEs beyond its investments.

LLC Investment. The Company holds a limited partner ownership interest in an unconsolidated LLC (“LLC Investment”) that has been identified as a VIE. The Company’s involvement in the entity is limited to its equity investment as a limited partner and it does not have any substantive participating rights or kick-out rights over the general partner and given its rights and ownership percentage, the Company has virtually no influence or control. The assets and liabilities of the entity primarily consist ofthree hospitals as well as senior housing real estate. Any assets generated by the entity may only be used to settle its contractual obligations (primarily capital expenditures and debt service payments).

Other Equity Investments. The Company holds limited partner interests in funds that make venture capital investments in various early-stage technology solutions and certain other investments (the “Other Equity Investments”). At September 30, 2026 and December 31, 2025, the Company’s total investments aggregated $19 million and $3 million, respectively. As of September 30, 2026, the Company had an aggregate remaining commitment of $11 million related to certain of its Other Equity Investments. The Other Equity Investments have been identified as VIEs as (i) they do not have any substantive participating rights or kick-out rights over the general partner or (ii) due to insufficient equity at risk. The assets and liabilities of the entities primarily consist of its capital investments. If applicable, all future investments will be funded with capital contributions from the Company and other limited partners in accordance with their respective commitments.

Needham Land Parcel JV. In December 2021, the Company acquired a 38% interest in a lab development joint venture in Needham, Massachusetts for $13 million. Current equity at risk is not sufficient to finance the joint venture’s activities. The assets and liabilities of the entity primarily consist of real estate and debt service obligations. Any assets generated by the entity may only be used to settle its contractual obligations (primarily development costs and debt service payments).

Loans Receivable Investments. In March 2025, the Company entered into an agreement to provide aggregate financing of $41 million to fund the development of an outpatient medical building in Dallas, Texas. In January 2026, the Company entered into and funded a $10 million loan secured by a lab land parcel. The borrower entities for these investments meet the criteria of a VIE in accordance with ASC 810, Consolidation, and the Company is not the primary beneficiary of the borrowers.

HQ Point Preferred Equity Investment. As of December 31, 2025, the Company had a preferred equity investment in a joint venture that held a lab campus under development in San Diego, California, in which the Company had funded the entirety of its $50 million investment. Current equity at risk was not sufficient to finance the entity’s activities. The assets and liabilities of the entity primarily consisted of real estate and debt service obligations. Any assets generated by the entity could only be used to settle its contractual obligations (primarily development costs and debt service payments). During the three months ended September 30, 2026, the Company completed the HQ Point Buyout, after which HQ Point is 100% owned by the Company. As such, the HQ Point Preferred Equity Investment is no longer a VIE as of September 30, 2026.

The classification of the related assets and the maximum loss exposure as a result of the Company’s involvement with VIEs at September 30, 2026 was as follows (in thousands):

VIE TypeAsset TypeMaximum LossExposure and Carrying Amount(1)
LLC Investment and Other Equity InvestmentsOther assets$34,240
Needham Land Parcel JVInvestments in unconsolidated joint ventures13,960
Loans Receivable InvestmentsLoans receivable, net37,688

(1)The Company’s maximum loss exposure represents the aggregate carrying amount of such investments.

As of September 30, 2026, the Company had not provided, and is not required to provide, financial support through a liquidity arrangement or otherwise, to its unconsolidated VIEs, including under circumstances in which it could be exposed to further losses (e.g., cash shortfalls).

Consolidated Variable Interest Entities

The Company’s consolidated total assets and total liabilities at September 30, 2026 and December 31, 2025 include certain assets of VIEs that can only be used to settle the liabilities of the related VIE. The VIE creditors do not have recourse to the Company.

Janus Living OP. Janus Living holds a membership interest in Janus Living OP, acts as the managing member of Janus Living OP, and exercises full responsibility, discretion, and control over the day-to-day management of Janus Living OP. Because certain noncontrolling interests in Janus Living OP do not have substantive liquidation rights, substantive kick-out rights without cause, or substantive participating rights, the Company has determined that Janus Living OP is a VIE. Janus Living, Inc., as managing member, has the power to direct the core activities of Janus Living OP that most significantly affect Janus Living OP’s performance, and through its interest in Janus Living OP, has both the right to receive benefits from and the obligation to absorb losses of Janus Living OP. Accordingly, Janus Living, Inc. is the primary beneficiary of Janus Living OP and consolidates Janus Living OP. The assets of Janus Living OP primarily consist of senior housing properties (net real estate), entrance fee receivables, and cash and cash equivalents; its obligations primarily consist of non-refundable entrance fees and capital expenditures for the properties. Assets generated by Janus Living OP may only be used to settle its contractual obligations.

Brookfield JV. The Company holds a 51% ownership interest in the Brookfield JV, which owns and leases outpatient medical buildings. The Brookfield JV is a VIE because the Company exercises full responsibility, discretion, and control over the day-to-day management of the Brookfield JV, and Brookfield does not have substantive participating rights or substantive kick-out rights. The Company consolidates the Brookfield JV as it is the primary beneficiary given it has both (i) the power to direct the activities that most significantly affect its economic performance and (ii) the obligation to absorb losses and the right to receive benefits that could potentially be significant to the Brookfield JV. The assets of the Brookfield JV primarily consist of leased properties (net real estate), rents receivable, and cash and cash equivalents; its obligations primarily consist of capital expenditures for the properties. Assets generated by the Brookfield JV may only be used to settle its contractual obligations.

Ventures V, LLC. The Company holds a 51% ownership interest in and is the managing member of a joint venture entity formed in October 2015 that owns and leases outpatient medical buildings (“Ventures V”). The Company classifies Ventures V as a VIE due to the non-managing member lacking substantive participation rights in the management of Ventures V or kick-out rights over the managing member. The Company consolidates Ventures V as the primary beneficiary because it has the ability to control the activities that most significantly impact the VIE’s economic performance. The assets of Ventures V primarily consist of leased properties (net real estate), rents receivable, and cash and cash equivalents; its obligations primarily consist of capital expenditures for the properties. Assets generated by Ventures V may only be used to settle its contractual obligations.

MSREI JV. The Company holds a 51% ownership interest in, and is the managing member of, a joint venture entity formed in August 2018 that owns and leases outpatient medical buildings (the “MSREI JV”). The MSREI JV is a VIE due to the non-managing member lacking substantive participation rights in the management of the joint venture or kick-out rights over the managing member. The Company consolidates the MSREI JV as the primary beneficiary because it has the ability to control the activities that most significantly impact the VIE’s economic performance. The assets of the MSREI JV primarily consist of leased properties (net real estate), rents receivable, and cash and cash equivalents; its obligations primarily consist of capital expenditures for the properties. Assets generated by the MSREI JV may only be used to settle its contractual obligations.

DownREITs. As of September 30, 2026 and December 31, 2025, the Company held a controlling ownership interest in and was the managing member ofeight DownREITs. The Company classifies the DownREITs as VIEs due to the non-managing members lacking substantive participation rights in the management of the DownREITs or kick-out rights over the managing member. The Company consolidates the DownREITs as the primary beneficiary because it has the ability to control the activities that most significantly impact these VIEs’ economic performance. The assets of the DownREITs primarily consist of leased properties (net real estate), rents receivable, and cash and cash equivalents; their obligations primarily consist of capital expenditures for the properties, debt service payments, and with respect to DOC DR OP Sub, certain guarantees. Assets generated by the DownREITs (primarily from tenant rents) may only be used to settle their contractual obligations (primarily from debt service and capital expenditures).

Other Consolidated Real Estate Partnerships. The Company holds a controlling ownership interest in and is the general partner (or managing member) of multiple partnerships that own and lease real estate assets (the “Partnerships”). The Company classifies the Partnerships as VIEs due to the limited partners (non-managing members) lacking substantive participation rights in the management of the Partnerships or kick-out rights over the general partner (managing member). The Company consolidates the Partnerships as the primary beneficiary because it has the ability to control the activities that most significantly impact these VIEs’ economic performance. The assets of the Partnerships primarily consist of leased properties (net real estate), rents receivable, and cash and cash equivalents; their obligations primarily consist of debt service payments and capital expenditures for the properties. Assets generated by the Partnerships (primarily from tenant rents) may only be used to settle their contractual obligations (primarily from debt service and capital expenditures).

Gateway Crossing JV. As of December 31, 2025, the Company held a 50% ownership interest in and was the managing member of the Gateway Crossing JV, a joint venture that owned and leased lab and other buildings. The Company classified the Gateway Crossing JV as a VIE due to the non-managing member lacking substantive participation rights in the management of the Gateway Crossing JV or kick-out rights over the managing member. The Company consolidated the Gateway Crossing JV as the primary beneficiary because it had the ability to control the activities that most significantly impacted the VIE’s economic performance. The assets of the Gateway Crossing JV primarily consisted of leased properties (net real estate), rents receivable, and cash and cash equivalents; its obligations primarily consisted of capital expenditures for the properties. Assets generated by the Gateway Crossing JV were only used to settle its contractual obligations. During the three months ended March 31, 2026, the Company acquired the remaining 50% interest in the Gateway Crossing JV, bringing the Company’s ownership interest to 100%. As such, the Gateway Crossing JV is no longer a VIE as of September 30, 2026.

Total assets and total liabilities include VIE assets and liabilities, excluding those of Healthpeak OP, as follows (in thousands):

September 30,2026December 31,2025
Assets
Buildings and improvements$9,337,618$4,697,185
Development costs and construction in progress306,933190,603
Land and improvements1,097,335532,374
Accumulated depreciation(1,869,357)(930,916)
Net real estate8,872,5294,489,246
Loans receivable, net181,285552,113
Investments in unconsolidated joint ventures38,63725,241
Accounts receivable, net44,14124,823
Cash and cash equivalents398,16956,660
Restricted cash88,9843,141
Intangible assets747,089473,011
Assets held for sale(1)4,02535,244
Right-of-use asset273,456266,135
Deferred tax assets116,024121
Goodwill54,35050,501
Other assets339,430138,265
Total assets$11,158,119$6,114,501
Liabilities
Term loans$400,936$401,339
Senior unsecured notes1,181,6321,168,508
Mortgage debt103,544245,735
Intangible liabilities65,66876,593
Liabilities related to assets held for sale(1)—11,798
Lease liability206,117193,441
Accounts payable, accrued liabilities, and other liabilities526,084144,106
Deferred revenue803,46661,432
Total liabilities$3,287,447$2,302,952

(1)As of September 30, 2026, there wasone outpatient medical building that was classified as held for sale, which was sold in October 2026, and primarily included net real estate of $4 million. As of December 31, 2025, relates tofour assets classified as held for sale, which were sold during the nine months ended September 30, 2026. The assets held for sale as of December 31, 2025 primarily included: (i) net real estate of $27 million and (ii) right-of-use assets of $7 million. The liabilities related to assets held for sale as of December 31, 2025 primarily included: (i) lease liabilities of $9 million and (ii) deferred revenue of $2 million.

NOTE 16. Fair Value Measurements

The table below summarizes the carrying amounts and fair values of the Company’s financial instruments either recorded or disclosed on a recurring basis (in thousands):

September 30, 2026(3)December 31, 2025(3)
CarryingValueFair ValueCarryingValueFair Value
Loans receivable, net(2)$284,203$290,947$606,020$620,575
Interest rate swap assets(2)29,90829,9085,6265,626
Bank line of credit and commercial paper(2)1,489,5001,489,5001,078,8501,078,850
Term loans(2)1,646,7251,646,7251,647,1131,647,113
Senior unsecured notes(1)6,142,1015,918,6876,772,7226,813,448
Mortgage debt(2)104,019103,526349,209347,291
Interest rate swap liabilities(2)——9,6359,635

(1)Level 1: Fair value is calculated based on quoted prices in active markets.

(2)Level 2: For loans receivable, net, interest rate swap instruments, and mortgage debt, fair value is based on standardized pricing models in which significant inputs or value drivers are observable in active markets. For bank line of credit, commercial paper, and term loans, the carrying values are a reasonable estimate of fair value because the borrowings are primarily based on market interest rates and the Company’s credit rating.

(3)During the nine months ended September 30, 2026 and year ended December 31, 2025, there were no material transfers of financial assets or liabilities within the fair value hierarchy.

NOTE 17. Derivative Financial Instruments

The Company uses derivative instruments to mitigate the effects of interest rate fluctuations on specific forecasted transactions as well as recognized financial obligations or assets. Utilizing derivative instruments allows the Company to manage the risk of fluctuations in interest rates and their related potential impact on future earnings and cash flows. The Company does not use derivative instruments for speculative or trading purposes. At September 30, 2026, a one percentage point increase or decrease in the underlying interest rate curve would result in a corresponding increase or decrease in the fair value of the derivative instruments by up to $25 million.

The following table summarizes the Company’s interest rate swap instruments (in thousands):

Fair Value(2)
Date Entered(1) · Maturity Date · Hedge Designation · Notional Amount · Pay Rate · Receive Rate · September 30,2026 · December 31,2025
Interest rate swap assets:
April 2022May 2026Cash flow$51,1004.99 %USD-SOFR w/ -5 Day Lookback + 2.50%$—$193
April 2022May 2026Cash flow91,0004.54 %USD-SOFR w/ -5 Day Lookback + 2.05%—344
August 2022February 2027Cash flow250,0002.60 %1 mo. USD-SOFR CME Term1,4262,109
August 2022August 2027Cash flow250,0002.54 %1 mo. USD-SOFR CME Term4,0002,980
May 2023(3)May 2028Cash flow400,0003.59 %USD-SOFR w/ -5 Day Lookback6,265—
January 2024(4)February 2029Cash flow750,0003.59 %USD-SOFR w/ -5 Day Lookback18,217—
Total interest rate swap assets$29,908$5,626
Interest rate swap liabilities:
May 2023(3)May 2028Cash flow$400,0003.59 %USD-SOFR w/ -5 Day Lookback$—$(3,021)
January 2024(4)February 2029Cash flow750,0003.59 %USD-SOFR w/ -5 Day Lookback—(6,614)
Total interest rate swap liabilities$—$(9,635)

(1)Represents interest rate swap instruments that hedge fluctuations in interest payments on variable rate debt by converting the interest rates to fixed interest rates. The changes in fair value of designated derivatives that qualify as cash flow hedges are recorded in accumulated other comprehensive income (loss) on the Consolidated Balance Sheets.

(2)Derivative assets are recorded at fair value in other assets and derivative liabilities are recorded at fair value in accounts payable, accrued liabilities, and other liabilities on the Consolidated Balance Sheets.

(3)Includestwo interest rate swap instruments each with notional amounts of $110 million andone interest rate swap instrument with a notional amount of $180 million. The aggregate fair value upon acquisition of these interest rate swap instruments in March 2024 was $7 million, which was recognized within other assets on the Consolidated Balance Sheets and is being amortized into interest expense on the Consolidated Statements of Operations over the terms of the related interest rate swap instruments. During each of the three months ended September 30, 2026 and 2025, the Company recognized $0.4 million of related amortization into interest expense. During each of the nine months ended September 30, 2026 and 2025, the Company recognized $1 million of related amortization into interest expense.

(4)Includes the following: (i)two interest rate swap instruments each with a pay rate of 3.56% and $50 million notional amount; (ii)three interest rate swap instruments each with a pay rate of 3.57% and $50 million notional amount; (iii)one interest rate swap instrument with a pay rate of 3.58% and $100 million notional amount; (iv)five interest rate swap instruments each with a pay rate of 3.60% and $50 million notional amount; and (v)three interest rate swap instruments each with a pay rate of 3.61% and $50 million notional amount.

NOTE 18. Accounts Payable, Accrued Liabilities, and Other Liabilities

The following table summarizes the Company’s accounts payable, accrued liabilities, and other liabilities (in thousands):

September 30,2026December 31,2025
Refundable entrance fees$224,788$221,147
Accrued construction costs144,906144,524
Accrued interest53,71089,202
Other accounts payable and accrued liabilities325,606263,636
Accounts payable, accrued liabilities, and other liabilities$749,010$718,509

NOTE 19. Deferred Revenue

The following table summarizes the Company’s deferred revenue, excluding deferred revenue related to assets classified as held for sale (in thousands):

September 30,2026December 31, 2025
Non-refundable entrance fees$712,221$669,528
Other deferred revenue(1)326,945315,779
Deferred revenue$1,039,166$985,307

(1)Other deferred revenue is primarily comprised of prepaid rent, deferred rent, and tenant-funded tenant improvements owned by the Company. During the three and nine months ended September 30, 2026, the Company recognized amortization related to other deferred revenue of $12 million and $34 million, respectively. During the three and nine months ended September 30, 2025, the Company recognized amortization related to other deferred revenue of $13 million and $37 million, respectively. The amortization of other deferred revenue is included in rental and related revenues on the Consolidated Statements of Operations.

Life Plan Entrance Fees

During the three and nine months ended September 30, 2026, the Company collected non-refundable entrance fees of $47 million and $122 million, respectively, and recognized amortization of $30 million and $85 million, respectively. Also during the nine months ended September 30, 2026, the Company acquired a property which had $5 million of non-refundable entrance fees. During the three and nine months ended September 30, 2025, the Company collected non-refundable entrance fees of $37 million and $108 million, respectively, and recognized amortization of $24 million and $72 million, respectively. The amortization of non-refundable entrance fees is included within resident fees and services on the Consolidated Statements of Operations.

For certain qualified residents of the life plan communities in the Company’s senior housing segment, the Company may offer to provide a deferral of the upfront cash entrance fee requirements so that they are able to move into a community while still continuing the process of selling their previous home. These entrance fee receivables are due upon sale of the resident’s previous home. At September 30, 2026 and December 31, 2025, the Company had $70 million and $73 million, respectively, of entrance fee receivables, which are recognized in other assets on the Consolidated Balance Sheets.

NOTE 20. Related Party Transactions

In connection with the completion of the Janus Living IPO, Healthpeak and/or certain of its direct or indirect subsidiaries entered into certain related party transactions with Janus Living. The various agreements entered into between Healthpeak and Janus Living in connection with the Janus Living IPO and their related impact to the Consolidated Financial Statements are summarized below.

Formation Transactions

As more fully described in Note 1, Healthpeak and Janus Living consummated a series of formation transactions in connection with the Janus Living IPO. In connection with the Janus Living IPO and these formation transactions, during the three months ended March 31, 2026, Janus Living incurred $16 million of transaction costs, recognized within transaction costs on the Consolidated Statements of Operations. Additionally, during the three months ended March 31, 2026, Janus Living incurred $8 million of offering costs in addition to fees paid to the underwriters in connection with the Janus Living IPO. These costs were recognized within total noncontrolling interests on the Consolidated Statements of Equity and Redeemable Noncontrolling Interests. Certain of these offering and transaction costs were initially paid by Healthpeak and reimbursed by Janus Living in accordance with the Healthpeak Management Agreement (defined below).

Equity Awards

In connection with the Janus Living IPO, certain of Healthpeak’s directors and executive officers received equity award grants from Janus Living, either as fully vested shares of Janus Living’s Class A-1 common stock, or as time-based or performance-based equity awards to acquire shares of Janus Living’s Class A-1 common stock subject to the satisfaction of vesting conditions. Of the $16 million of transaction costs discussed above, $5 million relates to stock-based compensation expense recognized on the fully vested awards issued to directors, executive officers, and employees of Healthpeak and Janus Living in connection with the Janus Living IPO. In addition, certain of Healthpeak’s directors and executive officers entered into indemnification agreements with Janus Living in connection with the Janus Living IPO.

Management Agreement

An indirect subsidiary of Healthpeak (the “Manager”) entered into a management agreement with Janus Living (“Healthpeak Management Agreement”). Pursuant to the Healthpeak Management Agreement, Janus Living agreed to pay the Manager a management fee (“Janus Living Management Fee”) for services rendered to Janus Living equal to $10 million plus or minus the cumulative effect of an annual amount of 0.5% of (i) the gross book value (as determined in accordance with GAAP) of any investment that is the subject of an acquisition, or disposition or (ii) the increase in the gross book value of any investment that was the subject of a capital deployment, in each case, since January 1, 2026; provided, that (A) if Janus Living’s investments have a gross book value in excess of $10.0 billion but less than $20.0 billion as of the determination of a management fee adjustment amount pursuant to the terms of the Healthpeak Management Agreement, such 0.5% will be decreased by 0.1% for each dollar of gross book value of any investment that was the subject of an acquisition or disposition or increase in the gross book value of any investment that was the subject of a capital deployment in excess of $10.0 billion but less than $20.0 billion, and (B) if Janus Living’s investments have a gross book value in excess of $20.0 billion as of the determination of a management fee adjustment amount pursuant to the terms of the Healthpeak Management Agreement, such 0.5% will be decreased by 0.15% for each dollar of gross book value of any investment that was the subject of an acquisition or disposition, or increase in gross book value of any investment that was the subject of a capital deployment, that is in excess of $20.0 billion. The management fee will be payable in cash but will be reduced by the stock-based compensation expense recognized in connection with the grant of annual equity awards to employees of the Manager under the Janus Living, Inc. 2026 Equity Plan (“Manager Equity Awards”). The Healthpeak Management Agreement has an initial term ofthree years from the date of the completion of the Janus Living IPO with annual renewals unless terminated by Janus Living or the Manager pursuant to the terms of the Healthpeak Management Agreement. Janus Living will also reimburse the Manager for documented third-party expenses incurred by the Manager in providing services under the Healthpeak Management Agreement, including expenses related to legal, accounting, due diligence and other services. Expenses will be reimbursed in cash on a quarterly or monthly basis, at the Manager’s election.

During the three and nine months ended September 30, 2026, Healthpeak received $4.5 million and $8 million, respectively, of the Janus Living Management Fee in cash and $266 thousand and $554 thousand, respectively, in the form of Manager Equity Awards. The remaining $585 thousand of the Janus Living Management Fee earned but not yet paid as of September 30, 2026 was recognized as a receivable and eliminated upon consolidation.

In addition to the Janus Living Management Fee due from Janus Living as discussed above, as of September 30, 2026, Healthpeak had $99 thousand due from Janus Living, primarily related to third-party expenses initially paid by Healthpeak that are reimbursable under the Healthpeak Management Agreement. These amounts were recognized as a receivable and eliminated upon consolidation and are non-interest bearing and settled in cash in the ordinary course of business.

Exclusivity Agreement

Healthpeak entered into an exclusivity agreement with Janus Living, pursuant to which Healthpeak and Janus Living agreed that during the term of the management agreement, neither Healthpeak nor Janus Living, nor any of Healthpeak’s or Janus Living’s respective affiliates, will engage in, sponsor, own, operate, manage, or otherwise participate in a competing business.

Stockholders Agreement

Healthpeak entered into a stockholders agreement with Janus Living pursuant to which, among other rights, Healthpeak will have the right to designate a certain number of directors to Janus Living’s Board of Directors based on its ownership threshold in Janus Living. Two of Healthpeak’s directors, Mr. Brinker and Ms. Sandstrom, serve on Janus Living’s Board of Directors pursuant to this agreement.

Purchases in the Reserved Share Program

In connection with the Janus Living IPO, an aggregate of 216 thousand shares of Janus Living’s Class A-1 common stock were purchased by certain of Healthpeak’s and Janus Living’s directors and executive officers through a reserved share program. All purchases of Janus Living’s Class A-1 common stock in the reserved share program were at the Janus Living IPO price of $20.00 per Class A-1 common share.

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