AI interpretation based on checked source excerpts. Issuer assertions and evidence limitations remain explicit.
Policy quality-scores-2: six equally weighted categories. The overall score requires full coverage. Missing inputs are not zero. Qualitative grades are sourced interpretations, not probabilities. 4/6 · 18/10/2026
Moat—
Insufficient evidence for every rubric criterion; no category score is inferred.
structural advantage · — · Contract penalties and hospital-linked demand provide plausible advantages, but the passages cannot establish differentiation from alternative landlords. The moat remains uncertain.
durability · — · The disclosed lease extension offers contractual duration, but its limited revenue coverage and space-reduction rights do not establish durable portfolio-wide competitive protection.
customer dependency · — · Renewals and termination penalties demonstrate some dependency, but its strength relative to competing properties and its portfolio prevalence remain unresolved.
erosion resilience · — · Positive same-store earnings growth coexists with Lab headwinds and investment impairments. These do not resolve whether a competitive advantage withstands erosion.
Pricing power56
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
realized pricing · 2/4 · Increased resident rates contributed to senior housing earnings growth, and an executed renewal increased annual escalations. Evidence is positive but segment-specific; resetting rents to market does not establish a rental premium.
retention · 3/4 · Nearly 900,000 square feet of Lab renewals, a lease extension through December 2035 and early termination penalties demonstrate repeat demand and contractual friction. No portfolio retention percentage is supplied, and the major renewal includes space-reduction rights.
margin resilience · 2/4 · Positive 2025 same-store property earnings growth across all three segments supports operating resilience indirectly. First-half 2026 adjusted FFO declined while recurring capital expenditures increased, limiting evidence of sustained earnings protection. Stable margins are not directly demonstrated.
contractual freedom · 2/4 · Contracts support scheduled escalations and termination penalties, but generally market-based extension terms and negotiated space-reduction rights constrain unilateral repricing. Disclosed freedom is meaningful but bounded.
Predictability70
Five consecutive annual periods. Equal weights: nondeclining revenue frequency; revenue-growth volatility (5–40pp); positive FCF frequency; FCF-margin volatility (3–20pp). Stability indicator, not a growth forecast.
- Nondeclining revenue years (%)
- 100.00
- Revenue growth volatility (pp)
- 0.99
- Positive FCF years (%)
- 80.00
- FCF margin volatility (pp)
- 28.28
Financial strength—
Missing required inputs: currentRatioGrade. Equal-weight grades: debt/FCF (1–8x), net debt/earnings before interest and tax (0–5x), interest service (1–12x), current ratio (0.75–2x). Earnings use reported operating income, or reported pretax profit plus reported interest expense when operating income is unavailable. Interest service uses earnings/interest expense; if unavailable, it uses reported operating cash flow/cash interest paid, without relabeling cash paid as accrued expense. Nonpositive cash flow/earnings score 0 for their service component; reported zero interest with a positive numerator scores 100. Net cash scores 100 for net leverage. Missing disclosures remain unavailable. General nonfinancial-company rubric, not a credit rating; exceptional and nonoperating gains are not normalized out. IFRS finance-cost and cash-flow classifications retain their reported scope.
- debtFcfGrade
- 0.00
- netDebtEbitGrade
- 0.00
- interestCoverageGrade
- 8.47
- Debt / FCF (x)
- 27.58
- Net debt / operating income (x)
- 15.91
Capital allocation53
Three-year equal-weight indicators: pretax return on average invested capital (0–25%; equity + debt − cash, each year and its prior year), share-count growth (0–5%, lower better), share-based cost/revenue (2–20%, lower better), consolidated FCF/net income (0–1x). Return uses reported operating income or, if unavailable, EBIT calculated from reported pretax profit plus reported interest expense; exceptional/nonoperating gains are not normalized out. Share-based cost uses the reported cash-flow add-back or, if absent, separately reported recognized compensation expense; the latter never becomes an FCF adjustment. Nonpositive net income scores 0 for cash conversion; absent income/FCF stays unavailable. Nonpositive invested capital has no defined return and remains unavailable. Does not establish acquisition quality or buyback timing.
- 3-year pre-tax operating return (%)
- 3.56
- 3-year average dilution (%)
- 9.35
- 3-year average SBC / revenue (%)
- 2.62
- cashConversionGrade
- 100.00
Management56
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
capital discipline · 2/4 · Actual repurchases, mortgage repayment and seller-financing recovery demonstrate active capital management. These coexist with substantial merger share issuance, $178 million of 2025 investment impairments and higher recurring capital expenditures. No ATM issuance alone does not imply absence of dilution, and repurchase value creation is unproven.
incentive alignment · 3/4 · The actual 2025 program ties cash incentives to operating and leverage metrics and performance equity to three-year relative shareholder returns. Objective criteria determine payouts, and hedging and pledging are prohibited. Complete ownership amounts and realized long-term alignment outcomes are missing.
execution · 2/4 · Renewal activity, positive same-store property earnings growth and completed debt and loan repayments support execution. Assessment uses operating outcomes rather than individual executive scorecard praise; impairments and declining first-half adjusted FFO temper the record.
governance · 2/4 · Adopted proxy access, auditor-service pre-approval and trading restrictions provide concrete safeguards. Charter ownership limits and provisions that could prevent otherwise beneficial transactions offset these protections. Exceptional oversight effectiveness is not established.
Evidence
Certain operating leases contain early termination options that require advance notice and payment of a penalty, which in most cases is substantial enough to be deemed economically disadvantageous by a tenant to exercise.
Notes to financial statements / operating leases / early termination penalties · Filed 03/02/2026
The renewal, which is subject to a master agreement, extended the weighted average lease term of existing leases from July 2027 to December 2035, amended the contractual rents to current market rates, and increased the annual contractual lease escalations from 2.5% to 3.0%.
Notes to financial statements / tenant renewal / lease term and escalations · Filed 03/02/2026
In connection with this extension, CommonSpirit was provided the right to reduce the amount of space leased by up to approximately 200,000 square feet at any time after the original lease maturity dates.
Notes to financial statements / CommonSpirit space-reduction rights · Filed 03/02/2026
The Company’s operating leases generally contain options to extend lease terms at prevailing market rates at the time of expiration.
Notes to financial statements / extension options at prevailing market rates · Filed 03/02/2026
Bohn Chief Development Officer and Head of Lab Individual Performance Scorecard ● Oversaw solid Lab segment leasing results despite a challenging macroeconomic backdrop, with over 500,000 square feet of new leases and nearly 900,000 square feet of lease renewals ● Advanced major development and redevelopment campuses, including design, construction, and leasing ● Supported a key opportunistic Lab portfolio acquisition ● Advanced sustainability initiatives within development and operating portfolio, including submitting for and/or achieving six LEED certifications Individual Performance Payout: 140% of Target Tracy A.
Compensation discussion / 2025 Lab leasing and renewal achievements · Filed 12/03/2026
•an increase in Adjusted NOI generated from our senior housing segment related to: (i) increased rates for resident fees and (ii) higher occupancy;
Results of operations / senior housing resident rates and occupancy · Filed 03/02/2026
YEAR-OVER-YEAR TOTAL MERGER-COMBINED SS CASH (ADJUSTED) NOI GROWTH Full Year SS GROWTH % Outpatient Medical 3.8% Lab 1.5% Senior Housing 12.6% Total Merger-Combined SS Cash (Adjusted) NOI 3.9% 2026 PROXY STATEMENT 97 Table of Contents Appendix A Definitions Cash (Adjusted) Net Operating Income (“NOI”).
Appendix A / 2025 merger-combined same-store cash Adjusted NOI growth · Filed 12/03/2026
Because we rely on our proximity to, and affiliations with, these hospitals to create tenant demand for space in our outpatient medical buildings, their inability to remain competitive or financially viable, or to attract physicians and physician groups, could adversely affect our outpatient medical building operations and have a material adverse effect on us.
Risk factors / outpatient demand from hospital proximity and affiliations · Filed 03/02/2026
We have built scale and fostered deep industry relationships, two unique factors that provide us with a competitive advantage.
Management strategy / claimed scale and relationship advantages · Filed 05/08/2026
If widespread default or nonpayment of outstanding obligations from our tenants, operators, or borrowers occurs at a time when terminating our agreements with them and replacing them would be difficult or impossible, we could elect instead to amend our agreements on materially less favorable terms to us.
Risk factors / potential amendments on less favorable contractual terms · Filed 03/02/2026
OUTREACH FOCUS AREAS ● Participated in a broad range of industry investor conferences, non-deal roadshows, and one-on-one meetings to maintain active dialogue with stockholders and the investment community ● Hosted numerous property tours to provide direct insight into portfolio strategy, asset quality, and operational execution ● Business and operational performance ● Balance sheet and liquidity management ● Corporate impact matters KEY TAKEAWAYS – WHAT WE HEARD WHAT WE DID IN RESPONSE ● Support for our strategy and solid operational performance ● Questions about the impact of macroeconomic conditions and strategy to deal with supply and demand headwinds in the Lab sector ● Published two investor decks highlighting operational performance ● Communicated sector fundamental and capital allocation priorities in quarterly earnings releases and conference calls 2026 PROXY STATEMENT 27 Table of Contents Corporate Governance Communicating with the Board If you wish to contact members of our Board, our Board Chair, any Board committee, or our Independent Directors as a group, you may send written correspondence to our Corporate Secretary at Healthpeak Properties, Inc., 4600 South Syracuse Street, Suite 500, Denver, Colorado 80237.
Corporate governance / stockholder engagement / Lab supply and demand headwinds · Filed 12/03/2026
The Company concluded that the decline in fair value of certain equity method investments was other-than-temporary and recorded impairment charges of $178 million for the year ended December 31, 2025, which is included in “Equity income (loss) from unconsolidated joint ventures” within the Consolidated Statements of Operation.
Auditor critical audit matter / 2025 equity-method investment impairments · Filed 03/02/2026
During the three and six months ended June 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.
Note 11 / actual first-half 2026 share repurchases · Filed 05/08/2026
•In June 2026, we repaid $142 million of mortgage debt secured by a portfolio of 13 outpatient medical buildings upon maturity.
Financing activities / June 2026 mortgage repayment · Filed 05/08/2026
Other Activities •In June 2026, we received a $399 million partial principal repayment of a seller financing loan receivable secured by outpatient medical buildings.
Other activities / June 2026 seller-financing principal recovery · Filed 05/08/2026
Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Net income (loss) applicable to common shares $ 52,668 $ 31,558 $ 246,152 $ 73,922 Real estate related depreciation and amortization 283,390 265,916 573,124 534,462 Healthpeak’s share of real estate related depreciation and amortization from unconsolidated joint ventures 7,644 12,530 14,856 24,730 Noncontrolling interests’ share of real estate related depreciation and amortization (15,421) (4,426) (20,123) (8,879) Loss (gain) on sales of depreciable real estate, net (9,988) (1,636) (60,657) (1,636) Healthpeak’s share of loss (gain) on sales of depreciable real estate, net, from unconsolidated joint ventures 1,793 — 1,793 — Noncontrolling interests’ share of gain (loss) on sales of depreciable real estate, net 973 — 973 — Loss (gain) upon change of control, net(1) (226) — (138,343) — Taxes associated with real estate dispositions (1,863) (335) (1,805) (335) Nareit FFO applicable to common shares 318,970 303,607 615,970 622,264 Distributions on dilutive convertible units and other 4,384 4,560 8,930 9,183 Diluted Nareit FFO applicable to common shares $ 323,354 $ 308,167 $ 624,900 $ 631,447 Impact of adjustments to Nareit FFO: Transaction, merger, and restructuring-related costs(2) $ 7,734 $ 10,215 $ 28,302 $ 15,749 Other impairments (recoveries) and other losses (gains), net(3) (1,479) 3,499 (3,754) 179 Loss (gain) on debt extinguishments — — 302 — Casualty-related charges (recoveries), net(4) (4,191) 3,919 (4,381) 8,145 Recognition (reversal) of valuation allowance on deferred tax assets(5) — — (3,058) — Total adjustments $ 2,064 $ 17,633 $ 17,411 $ 24,073 FFO as Adjusted applicable to common shares $ 321,034 $ 321,240 $ 633,381 $ 646,337 Distributions on dilutive convertible units and other 4,382 4,545 8,916 9,161 Diluted FFO as Adjusted applicable to common shares $ 325,416 $ 325,785 $ 642,297 $ 655,498 Other operating data: Amortization of deferred financing costs and debt discounts (premiums) $ 8,900 $ 7,875 $ 17,264 $ 15,727 Non-refundable entrance fee sales in excess of (less than) the related GAAP amortization 12,866 19,042 20,621 23,739 Stock-based compensation amortization expense 4,351 1,738 8,853 6,365 Deferred income taxes 48 2,597 3,101 5,168 AFFO capital expenditures (42,105) (25,729) (66,061) (48,864) Straight-line rents (12,183) (5,401) (23,088) (16,554) Amortization of above (below) market lease intangibles, net (6,308) (10,085) (12,905) (20,296) Other items(6) (3,055) (1,069) (5,662) 381 Refer to footnotes on the next page.
Non-GAAP reconciliation / first-half 2026 FFO and recurring capital expenditures · Filed 05/08/2026
Key Compensation Elements BASE SALARY ANNUAL CASH INCENTIVE OPPORTUNITIES LONG-TERM EQUITY INCENTIVE OPPORTUNITIES ● Competitive base salary to attract and retain talent based on experience, job scope, market data and individual performance ● Annually reviewed against similarly situated executives at peer companies to maintain competitive levels ● Based on the achievement of objective Company performance metrics to align compensation with strategic goals ● Includes primarily objective financial performance metrics of Normalized FFO per share, and Net Debt to Adjusted EBITDAre, which are common REIT performance measures and help advance our business strategy ● Includes quantitative and qualitative corporate impact metrics ● A limited portion of the annual cash incentive, or bonus, is based on individual performance to reward individual achievements and contributions and ensure that executives are driving execution of our business strategy ● Performance-based awards and service-based awards with a performance hurdle (granted in the form of RSUs or profits interest units) ● Performance-based awards earned by achieving 3-year Company TSR performance relative to constituents in two select indices comprised of REIT peers ● Service-based awards encourage retention by vesting ratably over three years, subject to a performance hurdle requiring achievement of a minimum Normalized FFO per share threshold in the grant year 2026 PROXY STATEMENT 41 Table of Contents Compensation Discussion and Analysis Pay-for-Performance Philosophy Our executive compensation program rewards successful annual performance and encourages long-term value creation for our stockholders.
Compensation discussion / actual 2025 incentive structure and vesting conditions · Filed 12/03/2026
Compensation decisions with respect to objective performance criteria were based on actual performance against the pre-established goals and were not discretionary.
Compensation policies / objective performance criteria and actual results · Filed 12/03/2026
No pledging or hedging of our securities by directors, officers or other employees
Compensation practices / prohibition on pledging and hedging · Filed 12/03/2026
Proxy Access Our Bylaws permit a stockholder, or group of up to 25 stockholders, owning at least 3% of our outstanding common stock continuously for three years to nominate up to the greater of two directors or a number of directors constituting up to 20% of our Board for inclusion in our proxy materials for an annual meeting of stockholders, subject to complying with the requirements contained in our Bylaws.
Corporate governance / adopted proxy access rights · Filed 12/03/2026
The Audit Committee must pre-approve all audit and non-audit services performed by Deloitte, including the types of services to be provided and the estimated fees relating to those services.
Auditor oversight / mandatory pre-approval of audit and non-audit services · Filed 12/03/2026
•ownership limits in our charter that restrict ownership in our stock, and provisions of Maryland law and our charter that could prevent a transaction that may otherwise be in the interest of our stockholders;
Risk disclosures / ownership limits and transaction restrictions · Filed 05/08/2026
During the year ended December 31, 2025, CommonSpirit represented 6% of revenues for the outpatient medical segment and 3% of total revenues.
Tenant concentration / CommonSpirit share of 2025 revenues · Filed 03/02/2026
The consideration transferred on the Closing Date was as follows (in thousands, except per share data): March 1, 2024 Physicians Realty Trust common shares and Physicians Realty Trust restricted shares, PSUs, and RSUs exchanged(1) 240,699 Exchange Ratio 0.674 Shares of Healthpeak common stock issued 162,231 Closing price of Healthpeak common stock on March 1, 2024(2) $ 17.10 Fair value of Healthpeak common stock issued to the former holders of Physicians Realty Trust common shares, restricted shares, PSUs, and RSUs $ 2,774,147 Less: Fair value of share consideration attributable to the post-combination period(3) (16,223) Physicians Realty Trust revolving credit facility termination(4) $ 175,411 Settlement of Physicians Realty Trust’s transaction costs 23,913 Payments made in connection with share settlement(5) 11,315 Cash consideration $ 210,639 Consideration transferred $ 2,968,563 _______________________________________ (1)Includes 241 million Physicians Realty Trust common shares and Physicians Realty Trust restricted shares outstanding as of March 1, 2024, inclusive of: (i) 200 thousand Physicians Realty Trust restricted shares; (ii) 1 million Physicians Realty Trust common shares issuable pursuant to outstanding Physicians Realty Trust performance-based restricted stock unit (“PSUs”) (reflected at the maximum level of performance); and (iii) 300 thousand Physicians Realty Trust common shares issuable pursuant to outstanding Physicians Realty Trust restricted stock units (“RSUs”).
Note 3 / merger consideration and common shares issued · Filed 03/02/2026
ATM Direct Issuances During each of the three and six months ended June 30, 2026 and 2025, there were no direct issuances of shares of common stock under the ATM Program.
Note 11 / absence of first-half ATM direct share issuances · Filed 05/08/2026
