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

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

All references in this report to “Healthpeak,” the “Company,” “we,” “us,” or “our” mean Healthpeak Properties, Inc., together with its consolidated subsidiaries. Unless the context suggests otherwise, references to “Healthpeak Properties, Inc.” mean the parent company without its subsidiaries.

Cautionary Language Regarding Forward-Looking Statements

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

Forward-looking statements are based on certain assumptions and analysis made in light of our experience and perception of historical trends, current conditions and expected future developments as well as other factors that we believe are appropriate under the circumstances. While forward-looking statements reflect our good faith belief and assumptions we believe to be reasonable based upon current information, we can give no assurance that our expectations or forecasts will be attained. Further, we cannot guarantee the accuracy of any such forward-looking statement contained in this Quarterly Report on Form 10-Q, and you should not place undue reliance on these forward-looking statements, which speak only as of the date of this report. Except as required by law, we do not undertake, and hereby disclaim, any obligation to update any forward-looking statements, which speak only as of the date on which they are made.

As more fully set forth under Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, principal risks and uncertainties that may cause our actual results to differ materially from the expectations contained in the forward-looking statements include, among other things:

changes to regulatory, funding, staffing, trade, and other policies and actions by the U.S. political administration;
macroeconomic trends that may increase borrowing, construction, labor, and other operating costs;
changes within the life science industry, and significant regulation, funding requirements, and uncertainty faced by our lab tenants;
factors adversely affecting our tenants’ or borrowers’ ability to meet their financial and other contractual obligations to us;
the insolvency or bankruptcy of one or more of our major tenants or borrowers;
our concentration of real estate investments in the healthcare property sector, which makes us more vulnerable to a downturn in that specific sector than if we invested across multiple sectors;
the illiquidity of real estate investments;
our ability to identify and secure new or replacement tenants;
our property development, redevelopment, and tenant improvement risks, which can render a project less profitable or unprofitable and delay or prevent its undertaking or completion;
the ability of the hospitals on whose campuses our outpatient medical buildings are located and their affiliated healthcare systems to remain competitive or financially viable;
the failure of our tenants and borrowers to comply with federal, state, and local laws and regulations, including resident health and safety requirements, as well as licensure, certification, and inspection requirements;
compliance with the Americans with Disabilities Act and fire, safety, and other regulations;
the requirements of, or changes to, governmental reimbursement programs such as Medicare or Medicaid;
economic conditions, natural disasters, weather, and other conditions that negatively affect geographic areas where we have concentrated investments;
uninsured or underinsured losses, which could result in a significant loss of capital invested in a property, lower than expected future revenues, and unanticipated expenses;
our use of joint ventures may limit our returns on and our flexibility with jointly owned investments;
our use of rent escalators or contingent rent provisions in our leases;
competition for suitable healthcare properties to grow our investment portfolio;
our ability to exercise rights on collateral securing our real estate-related loans;
any requirement that we recognize reserves, allowances, credit losses, or impairment charges;
investment of substantial resources and time in transactions that are not consummated;
our ability to successfully integrate or operate acquisitions and/or internalize property management;
the potential impact of unfavorable resolution of litigation or disputes and resulting rising liability and insurance costs;
environmental compliance costs and liabilities associated with our real estate investments;
environmental, social, and governance (“corporate impact”) and sustainability commitments and changing requirements, as well as stakeholder expectations;
epidemics, pandemics, or other infectious diseases, and health and safety measures intended to reduce their spread;
our past participation in the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) Provider Relief Fund and other Covid-related stimulus and relief programs;
laws or regulations prohibiting eviction of our tenants;
human capital risks, including the loss or limited availability of our key personnel;
our reliance on information technology and any material failure, inadequacy, interruption, or security failure of that technology;
the use of, or inability to use, artificial intelligence by us, our tenants, our vendors, and our investors;
volatility, disruption, or uncertainty in the financial markets;
increased interest rates and borrowing costs, which could impact our ability to refinance existing debt, sell properties, and conduct investment activities;
cash available for distribution to stockholders and our ability to make dividend distributions at expected levels;
the availability of external capital on acceptable terms or at all;
an increase in our level of indebtedness;
covenants in our debt instruments, which may limit our operational flexibility, and breaches of these covenants;
volatility in the market price and trading volume of our common stock;
adverse changes in our credit ratings;
the Janus Living IPO (as defined below) may not achieve the intended benefits;
our economic exposure to shifts in the price of Janus Living common stock and our ability to control the assets and activities of Janus Living;
potential conflicts of interest in our relationship with Janus Living;
our ability to maintain our qualification as a real estate investment trust (“REIT”);
our taxable REIT subsidiaries being subject to corporate level tax;
tax imposed on any net income from “prohibited transactions”;
changes to U.S. federal income tax laws, and potential deferred and contingent tax liabilities from corporate acquisitions;
calculating non-REIT tax earnings and profits distributions;
tax protection agreements that may limit our ability to dispose of certain properties and may require us to maintain certain debt levels;
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;
conflicts of interest between the interests of our stockholders and the interests of holders of Healthpeak OP, LLC (“Healthpeak OP”) common units;
provisions in the operating agreement of Healthpeak OP and other agreements that may delay or prevent unsolicited acquisitions and other transactions; and
our status as a holding company of Healthpeak OP.

Important Information Regarding Our Disclosure to Investors

We may use our website (www.healthpeak.com) and our LinkedIn account (https://www.linkedin.com/company/healthpeak) to communicate with our investors and disclose company information. The information disclosed through those channels may be considered to be material, so investors should monitor them in addition to our press releases, Securities and Exchange Commission (“SEC”) filings, and public conference calls and webcasts. The contents of our website or social media channels referenced herein are not incorporated by reference into this Quarterly Report on Form 10-Q.

Overview

The information set forth in this Item 2 is intended to provide readers with an understanding of our financial condition, changes in financial condition and results of operations. We will discuss and provide our analysis in the following order:

Executive Summary
Market Trends and Uncertainties
Company Highlights
Dividends
Results of Operations
Liquidity and Capital Resources
Non-GAAP Financial Measures Reconciliations
Critical Accounting Estimates

Executive Summary

Healthpeak Properties, Inc. is a Standard & Poor’s (“S&P”) 500 company that owns, operates, and develops high-quality real estate focused on healthcare discovery and delivery in the United States (“U.S.”). Our company was originally founded in 1985. We are organized as an umbrella partnership REIT (“UPREIT”). We hold substantially all of our assets and conduct our operations through our operating subsidiary, Healthpeak OP, a consolidated subsidiary of which we are the managing member. We are a Maryland corporation and qualify as a self-administered REIT. We are headquartered in Denver, Colorado, with additional corporate offices in California, Tennessee, Wisconsin, and Massachusetts and property management offices in several locations throughout the U.S.

We have a diversified portfolio of high-quality healthcare properties across three core asset classes of outpatient medical, lab, and senior housing real estate. Under the outpatient medical and lab segments, we own, operate, and develop outpatient medical buildings, hospitals, and lab buildings. Under the senior housing segment, our properties are operated through RIDEA structures. We have other non-reportable segments that are comprised primarily of: (i) loans receivable, (ii) a preferred equity investment, and (iii) three other properties. These non-reportable segments have been presented on a combined basis herein.

On March 23, 2026, Janus Living, Inc. (“Janus Living”) 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.

In connection with the Janus Living IPO, through a series of formation transactions, we 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, we 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, we 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 we hold 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 us with voting rights that correspond to our common units. Our ownership of the Janus Living Class A-1 and Class A-2 common shares together provides us with voting and economic rights of 81.6% of Janus Living. Janus Living is externally managed by Healthpeak Investment Management, LLC, one of our indirect subsidiaries. Following the Janus Living IPO, we continue to consolidate Janus Living.

At March 31, 2026, our portfolio of investments, including properties in certain of our unconsolidated joint ventures, consisted of interests in 688 properties: (i) Outpatient medical – 504 properties; (ii) Lab – 141 properties; (iii) Senior housing – 40 properties; and (iv) Other non-reportable – 3 properties. The following table summarizes information for our reportable segments for the three months ended March 31, 2026 (dollars in thousands):


Segment	NOI by Reportable Segment(1)		Adjusted NOI by Reportable Segment(1)
Outpatient medical	$	208,846	$	198,377
Lab	150,113		141,019
Senior housing	55,426		55,426

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(1)For outpatient medical and lab, see Note 13 to the Consolidated Financial Statements for a reconciliation of NOI and Adjusted NOI by reportable segment to income (loss) before income taxes and equity income (loss) from unconsolidated joint ventures. For senior housing, see “Non-GAAP Financial Measures Reconciliations” below for a reconciliation of NOI and Adjusted NOI to net income (loss). See our Segment Analysis below for additional information.

For a description of our significant activities during the months ended March 31, 2026, see “Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations—Company Highlights” in this report.

Business Strategy

Our strategy is to own, operate, and develop high-quality real estate focused on healthcare discovery and delivery. We manage our real estate portfolio for the long-term to maximize risk-adjusted returns and support the growth of our dividends. Our strategy consists of four core elements:

(i)Our real estate: Our portfolio consists of high-quality properties in desirable locations. Our portfolio is primarily focused on outpatient medical and lab buildings, favorable sectors that benefit from the universal desire for improved health, as well as life plan community and senior housing facilities, which benefit from favorable demographic trends. We have built scale and fostered deep industry relationships, two unique factors that provide us with a competitive advantage.

(ii)Our financials: We maintain a strong investment-grade balance sheet with ample liquidity as well as long-term fixed-rate debt financing with staggered maturities to reduce our exposure to interest rate volatility and refinancing risk.

(iii)Our partnerships: We work with leading pharmaceutical, biotechnology, and medical device companies, as well as healthcare delivery systems, specialty physician groups, and other healthcare service providers and senior housing operators and managers, to meet their real estate needs. We provide high-quality property management services to encourage tenants to renew, expand, and relocate into our properties, which drives increased occupancy, rental rates, and property values.

(iv)Our platform: We have a people-first culture that we believe attracts, develops, and retains top talent. We continually strive to create and maintain an industry-leading platform, with systems and tools that allow us to effectively and efficiently manage our assets and investment activity.

Market Trends and Uncertainties

Our operating results have been and will continue to be impacted by global and national economic and market conditions generally and by the local economic conditions where our properties are located.

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

To the extent our tenants and/or operators have experienced, or will experience, increased costs, liquidity constraints, and financing difficulties due to the foregoing macroeconomic and market conditions, they may be unable or unwilling to make payments or perform their obligations when due, and occupancy of our properties could be adversely affected.

In addition, uncertainty in public and private equity and fixed income markets and elevated interest rates have directly led to increased costs and limitations on the availability of capital to us. Elevated interest rates have and could continue to adversely impact our borrowing costs, the fair value of our fixed rate instruments, transaction volume, and real estate values generally, including our real estate.

We have also been affected by increased costs relating to tenant improvements and construction, which, together with higher costs of capital and tariff actions (or potential tariff actions), have adversely affected, and in the future may adversely affect, construction starts and the expected yields on our capital projects, including our developments and redevelopments.

See Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 for additional discussion of the risks posed by macroeconomic conditions, as well as the uncertainties we and our tenants, operators, and borrowers may face as a result.

Company Highlights

Janus Living IPO

In March 2026, the Janus Living IPO was completed, including the sale of 48,300,000 shares of its Class A-1 common stock at a price of $20.00 per share. The Janus Living IPO generated total gross proceeds of $966 million, less $65 million of fees paid to the underwriters. See the Notes to the Consolidated Financial Statements for additional information.
We 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, Janus Living’s operating subsidiary. We also purchased shares of Janus Living’s Class A-2 common stock in an amount equivalent to the common units of Janus Living OP. Our ownership of the Janus Living Class A-1 and Class A-2 common shares together provides us with voting and economic rights of 81.6% of Janus Living. Following the Janus Living IPO, we continue to consolidate Janus Living.

Real Estate Transactions

In January 2026, we acquired our joint venture partner’s 46.5% interest in the SWF SH JV for $312 million (the “SWF JV Buyout”).
In March 2026, we acquired (i) a portfolio of two senior housing communities in Atlanta, Georgia for $240 million, (ii) a portfolio of three senior housing communities in Orlando, Florida for $121 million, and (iii) one senior housing community in Seattle, Washington for $41 million.
During the three months ended March 31, 2026, we also acquired two lab land parcels in Cambridge, Massachusetts for $28 million.
During the three months ended March 31, 2026, we sold an 80% interest in six outpatient medical buildings to a third party for net proceeds of $163 million (“BX I and II JV”).
During the three months ended March 31, 2026, we also 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.

Development and Redevelopment Activities

During the three months ended March 31, 2026, the following projects were placed in service: (i) a portion of one lab development project with total project costs of $8 million and (ii) a portion of two lab redevelopment projects with total project costs of $5 million.

Financing Activities

In January 2026, we made a $102 million early full principal repayment of mortgage debt secured by two senior housing communities with original maturities in December 2026.
In March 2026, concurrent with the closing of Janus Living IPO, we entered into a $400 million five-year unsecured term loan (the “2031 Term Loan”) as an incremental facility under our existing term loan agreement. As of March 31, 2026, no principal was outstanding on the 2031 Term Loan.
In March 2026, concurrent with the closing of Janus Living IPO, Janus Living entered into a credit agreement consisting of a $500 million revolving credit facility maturing in March 2030 and a $100 million term loan maturing in March 2031, bearing interest at SOFR plus 105 and 110 basis points, respectively. As of March 31, 2026, there were no outstanding borrowings under the credit agreement.
In April 2026, we repurchased 5.95 million shares of our common stock under the 2024 Share Repurchase Program at a weighted average price of $16.81 per share for a total of $100 million.

Dividends

The following table summarizes our common stock cash dividends declared in 2026:


Declaration Date	Record Date	Amount Per Share		Dividend Payment Date
January 4	January 16	$	0.10167	January 30
January 4	February 13	0.10167		February 27
January 4	March 17	0.10167		March 31
April 6	April 17	0.10167		April 30
April 6	May 18	0.10167		May 29
April 6	June 15	0.10167		June 26

Results of Operations

We evaluate our business and allocate resources among our operating segments: (i) outpatient medical, (ii) lab, (iii) senior housing, (iv) loans receivable, (v) a preferred equity investment, and (vi) three other properties. Our reportable segments, as determined in accordance with ASC 280, Segment Reporting, are as follows: (i) outpatient medical, (ii) lab, and (iii) senior housing. Under the outpatient medical and lab segments, we own, operate, and develop outpatient medical buildings, hospitals, and lab buildings. Our senior housing properties are operated through RIDEA structures. The loans receivable, preferred equity investment, and the three other properties are non-reportable segments that have been presented on a combined basis herein. Our CODM, the President and CEO, evaluates performance for our outpatient medical and lab segments based upon property adjusted net operating income (“Adjusted NOI”). For our senior housing segment, our CODM evaluates performance based on net income and Adjusted NOI. The accounting policies of the segments are the same as those described in the summary of significant accounting policies in Note 2 to the Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the SEC, as updated by Note 2 to the Consolidated Financial Statements herein.

Non-GAAP Financial Measures

NOI and Adjusted NOI

NOI and Adjusted NOI are non-U.S. generally accepted accounting principles (“GAAP”) supplemental financial measures used to evaluate the operating performance of real estate. 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) as presented in Note 13 to the Consolidated Financial Statements. NOI and Adjusted NOI are calculated as NOI and Adjusted NOI, respectively, from consolidated properties, plus our share of NOI and Adjusted NOI from unconsolidated joint ventures (calculated by applying our actual ownership percentage for the period), less noncontrolling interests’ share of NOI and Adjusted NOI from consolidated joint ventures (calculated by applying our actual ownership percentage for the period). We utilize our share of NOI and Adjusted NOI in assessing our performance as we have various joint ventures that contribute to our performance. Our share of NOI and Adjusted NOI should not be considered a substitute for, and should only be considered together with and as a supplement to, our financial information presented in accordance with GAAP. Our pro rata share information is prepared on a basis consistent with the comparable consolidated amounts, is intended to reflect our proportionate economic interest in the operating results of properties in our portfolio and is calculated by applying our actual ownership percentage for the period. We do not control the unconsolidated joint ventures, and the pro rata presentations of reconciling items included in NOI and Adjusted NOI do not represent our legal claim to such items. The joint venture members or partners are entitled to profit or loss allocations and distributions of cash flows according to the joint venture agreements, which provide for such allocations generally according to their invested capital.

The presentation of pro rata information has limitations, which include, but are not limited to, the following: (i) the amounts shown on the individual line items were derived by applying our overall economic ownership interest percentage determined when applying the equity method of accounting and do not necessarily represent our legal claim to the assets and liabilities, or the revenues and expenses and (ii) other companies in our industry may calculate their pro rata interest differently, limiting the usefulness as a comparative measure. Because of these limitations, the pro rata financial information should not be considered independently or as a substitute for our financial statements as reported under GAAP. We compensate for these limitations by relying primarily on our GAAP financial statements, using the pro rata financial information as a supplement.

Adjusted NOI is oftentimes referred to as “Cash NOI.” Management believes NOI and Adjusted NOI are important supplemental measures because they provide relevant and useful information by reflecting only income and operating expense items that are incurred at the property level and present them on an unlevered basis. We use Adjusted NOI to make decisions about resource allocations, to assess and compare property level performance, and to evaluate our Same-Store (“SS”) performance, as described below. We believe that net income (loss) is the most directly comparable GAAP measure to NOI and Adjusted NOI. NOI and Adjusted NOI should not be viewed as alternative measures of operating performance to net income (loss) as defined by GAAP since they do not reflect various excluded items. Further, our definitions of NOI and Adjusted NOI may not be comparable to the definitions used by other REITs or real estate companies, as they may use different methodologies for calculating NOI and Adjusted NOI.

Certain of our operating segments are reportable segments for which we disclose Adjusted NOI by reportable segment. For further information, including information reconciling our NOI and Adjusted NOI for our outpatient medical and lab reportable segments to our income (loss) before income taxes and equity income (loss) from unconsolidated joint ventures, refer to Note 13 to the Consolidated Financial Statements. For information reconciling our NOI and Adjusted NOI for our senior housing segment to our net income (loss), refer to “Non-GAAP Financial Measures Reconciliations” below.

Operating expenses generally relate to leased outpatient medical and lab buildings, as well as senior housing facilities. We generally recover all or a portion of our leased outpatient medical and lab property expenses through tenant recoveries, which are recognized within rental and related revenues.

Same-Store NOI and Same-Store Adjusted NOI

Same-Store NOI and Same-Store Adjusted NOI information allows our investors, analysts, and us to evaluate the performance of our property portfolio under a consistent population by eliminating changes in the composition of our portfolio of properties, excluding properties within the other non-reportable segments. We include properties from our consolidated portfolio, as well as properties owned by our unconsolidated joint ventures, in NOI and Adjusted NOI (see NOI and Adjusted NOI definitions above for further discussion regarding our use of pro-rata share information and its limitations). Same-Store Adjusted NOI excludes amortization of deferred revenue from tenant-funded improvements and certain non-property specific operating expenses that are allocated to each operating segment on a consolidated basis.

Properties are included in Same-Store once they are fully operating for the entirety of the comparative periods presented. A property is removed from Same-Store when it is classified as held for sale, sold, placed into redevelopment, experiences a casualty event or has a planned operator transition that significantly impacts operations, or a significant tenant relocates from a Same-Store property to a non Same-Store property and that change results in a corresponding increase in revenue. We do not report Same-Store metrics for our other non-reportable segments.

For a reconciliation of Same-Store to total portfolio NOI and Adjusted NOI and other relevant disclosures by segment, refer to our Segment Analysis below.

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

We believe Nareit FFO applicable to common shares and diluted Nareit FFO applicable to common shares are important supplemental non-GAAP measures of operating performance for a REIT. Because the historical cost accounting convention used for real estate assets utilizes straight-line depreciation (except on land), such accounting presentation implies that the value of real estate assets diminishes predictably over time. Since real estate values instead have historically risen and fallen with market conditions, presentations of operating results for a REIT that use historical cost accounting for depreciation could be less informative. The term Nareit FFO was designed by the REIT industry to address this issue.

Nareit FFO does not represent cash generated from operating activities in accordance with GAAP, is not necessarily indicative of cash available to fund cash needs and should not be considered an alternative to net income (loss). We compute Nareit FFO in accordance with the current Nareit definition; however, other REITs may report Nareit FFO differently or have a different interpretation of the current Nareit definition from ours. For a reconciliation of net income (loss) applicable to common shares to Nareit FFO applicable to common shares and other relevant disclosures, refer to “Non-GAAP Financial Measures Reconciliations” below.

FFO as Adjusted. In addition, we present Nareit FFO applicable to common shares on an adjusted basis before the impact of non-comparable items including, but not limited to, transaction, merger, and restructuring-related costs, other impairments (recoveries) and other losses (gains), prepayment costs (benefits) associated with early retirement or payment of debt, litigation costs (recoveries), casualty-related charges (recoveries), deferred tax asset valuation allowances, and changes in tax legislation (“FFO as Adjusted”). These adjustments are net of tax, when applicable, and are reflective of our share of our joint ventures. Adjustments for joint ventures are calculated to reflect our pro rata share of both our consolidated and unconsolidated joint ventures. We reflect our share of FFO as Adjusted for unconsolidated joint ventures by applying our actual ownership percentage for the period to the applicable reconciling items on an entity by entity basis. We reflect our share for consolidated joint ventures in which we do not own 100% of the equity by adjusting our FFO as Adjusted to remove the third-party ownership share of the applicable reconciling items based on actual ownership percentage for the applicable periods. We do not control the unconsolidated joint ventures, and the pro rata presentations of reconciling items included in FFO as Adjusted do not represent our legal claim to such items. The joint venture members or partners are entitled to profit or loss allocations and distributions of cash flows according to the joint venture agreements, which provide for such allocations generally according to their invested capital.

The presentation of pro rata information has limitations, which include, but are not limited to, the following: (i) the amounts shown were derived by applying our overall economic ownership interest percentage determined when applying the equity method of accounting and do not necessarily represent our legal claim to the assets and liabilities or the revenues and expenses; and (ii) other companies in our industry may calculate their pro rata interest differently, limiting the usefulness as a comparative measure. Because of these limitations, the pro rata financial information should not be considered independently or as a substitute for our financial statements as reported under GAAP. We compensate for these limitations by relying primarily on our GAAP financial statements, using the pro rata financial information as a supplement.

Transaction, merger, and restructuring-related costs include expenses incurred as a result of mergers, acquisitions, operator transitions, severance, and other investment pursuit costs. Prepayment costs (benefits) associated with early retirement of debt include the write-off of unamortized deferred financing fees, or additional costs, expenses, discounts, make-whole payments, penalties or premiums incurred as a result of early retirement or payment of debt. Other impairments (recoveries) and other losses (gains) include interest income associated with early and partial repayments of loans receivable and other losses or gains associated with non-depreciable assets including goodwill, loans receivable, and investments in equity securities. Management believes that FFO as Adjusted provides a meaningful supplemental measurement of our FFO run-rate and is frequently used by analysts, investors, and other interested parties in the evaluation of our performance as a REIT. At the same time that Nareit created and defined its FFO measure for the REIT industry, it also recognized that “management of each of its member companies has the responsibility and authority to publish financial information that it regards as useful to the financial community.” We believe stockholders, potential investors, and financial analysts who review our operating performance are best served by an FFO run-rate earnings measure that includes certain other adjustments to net income (loss), in addition to adjustments made to arrive at the Nareit defined measure of FFO. FFO as Adjusted is used by management in analyzing our business and the performance of our properties and we believe it is important that stockholders, potential investors, and financial analysts understand this measure used by management. We use FFO as Adjusted to: (i) evaluate our performance in comparison with expected results and results of previous periods, relative to resource allocation decisions, (ii) evaluate the performance of our management, (iii) budget and forecast future results to assist in the allocation of resources, (iv) assess our performance as compared with similar real estate companies and the industry in general, and (v) evaluate how a specific potential investment will impact our future results. Other REITs or real estate companies may use different methodologies for calculating an adjusted FFO measure, and accordingly, our FFO as Adjusted may not be comparable to those reported by other REITs. For a reconciliation of net income (loss) applicable to common shares to FFO as Adjusted applicable to common shares and other relevant disclosure, refer to “Non-GAAP Financial Measures Reconciliations” below.

Comparison of the Three Months Ended March 31, 2026 to the Three Months Ended March 31, 2025

Overview

The following table summarizes results for the three months ended March 31, 2026 and 2025(1) (in thousands):


	Three Months Ended March 31,
	2026		2025		Change

Net income (loss) applicable to common shares	$	193,484	$	42,364	$	151,120
Nareit FFO applicable to common shares	297,000		318,656		(21,656)
FFO as Adjusted applicable to common shares	312,347		325,096		(12,749)

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(1)For the reconciliation of non-GAAP financial measures, see “Non-GAAP Financial Measures Reconciliations” below.

Net income (loss) applicable to common shares increased primarily as a result of the following:

an increase in gain upon change of control related to: (i) the sale of an 80% interest in six outpatient medical buildings to a third-party in March 2026 and (ii) the SWF JV Buyout;
an increase in gain on sales of real estate due to no real estate dispositions during the three months ended March 31, 2025;
an increase in Adjusted NOI generated from our senior housing segment related to: (i) increased rates for resident fees, (ii) higher occupancy, (iii) the SWF JV Buyout, and (iv) other senior housing communities acquired in 2026;

*•*an increase in equity income from unconsolidated joint ventures related to: (i) higher income from the South San Francisco joint ventures and (ii) the preferred return on the HQ Point Preferred Equity Investment, partially offset by lower income from the SWF SH JV, which we began consolidating in January 2026 after the SWF JV Buyout;

a decrease in income tax expense related to the tax benefit from the derecognition of certain deferred tax assets and liabilities related to the change in tax status of certain entities in connection with the Janus Living IPO; and
an increase in Adjusted NOI generated from our outpatient medical segment related to: (i) new leasing activity during 2025 and 2026 (including the impact to straight-line rents) and (ii) development and redevelopment projects placed in service during 2025, partially offset by (i) dispositions of real estate in 2025 and 2026 and (ii) assets placed into development and redevelopment in 2025.

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

*•*an increase in depreciation related to: (i) acquisitions of real estate in 2025 and 2026 and (ii) development and redevelopment projects placed in service during 2025;

an increase in transaction costs incurred related to the Janus Living IPO; and
an increase in interest expense related to: (i) the issuance of $500 million aggregate principal amount of 5.38% senior unsecured notes due 2035, which closed in February 2025, (ii) the issuance of $500 million aggregate principal amount of 4.75% senior unsecured notes due 2033, which closed in August 2025, and (iii) higher borrowings under the commercial paper program, partially offset by: (i) the repayment of $348 million aggregate principal amount of 3.40% senior unsecured notes in February 2025, (ii) the repayment of $452 million aggregate principal amount of 4.00% senior unsecured notes in June 2025, and (iii) the early repayment of $102 million aggregate principal of mortgage debt secured by two senior housing communities in January 2026; and
a decrease in Adjusted NOI generated from our lab segment related to: (i) lower occupancy, (ii) dispositions of real estate in 2026, and (iii) assets placed into development and redevelopment in 2025, partially offset by: (i) development and redevelopment projects placed in service during 2025 and 2026 and (ii) new leasing activity during 2025 and 2026 (including the impact to straight-line rents).

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

gains upon change of control;
gain on sales of real estate; and
depreciation and amortization expense.

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

transaction and restructuring-related costs;
valuation allowances on deferred tax assets; and
other impairments (recoveries).

Segment Analysis

The following tables provide selected operating information for our Same-Store and total property portfolio for each of our reportable segments. For the three months ended March 31, 2026, our Same-Store consists of 599 properties representing properties fully operating on or prior to January 1, 2025 and that remained in operation through March 31, 2026. See “Non-GAAP Financial Measures” for additional information. Our total property portfolio consisted of 688 and 700 properties at March 31, 2026 and 2025, respectively.

Outpatient Medical

The following table summarizes results at and for the three months ended March 31, 2026 and 2025 (dollars and square feet in thousands, except per square foot data):


	Same-Store						Total Portfolio(1)
	Three Months Ended March 31,						Three Months Ended March 31,
	2026		2025		Change		2026		2025		Change
Rental and related revenues	$	302,806	$	293,215	$	9,591	$	318,217	$	314,457	$	3,760

Operating expenses	(99,666)		(93,762)		(5,904)		(106,264)		(102,271)		(3,993)
Healthpeak’s share of unconsolidated joint venture NOI	4,159		4,209		(50)		4,588		4,265		323
Noncontrolling interests’ share of consolidated joint venture NOI	(10,522)		(10,224)		(298)		(7,695)		(7,195)		(500)
NOI	196,777		193,438		3,339		208,846		209,256		(410)
Adjustments to NOI(2)	(9,940)		(10,914)		974		(10,469)		(11,913)		1,444
Adjusted NOI	$	186,837	$	182,524	$	4,313	198,377		197,343		1,034
Less: Non-SS Adjusted NOI							(11,540)		(14,819)		3,279
SS Adjusted NOI							$	186,837	$	182,524	$	4,313
Adjusted NOI % change					2.4%
Property count(3)	483		483				504		525
End of period occupancy(4)	91.8%		92.5%				90.5%		92.3%
Average occupancy(4)	91.9%		92.6%				89.7%		92.1%
Average occupied square feet	31,454		31,779				32,576		33,389
Average annual rent per occupied square foot(5)	$	38	$	37			$	39	$	38
Average annual base rent per occupied square foot(6)	$	28	$	28			$	30	$	29

___________________________________

(1)Total Portfolio includes results of operations from disposed properties through the disposition date.

(2)Represents adjustments we make to calculate Adjusted NOI in accordance with our definition of Adjusted NOI, which is used by our CODM to evaluate performance of our outpatient medical and lab reportable segments. See Note 13 to the Consolidated Financial Statements for further information, including information reconciling our Adjusted NOI for the outpatient medical and lab reportable segments to income (loss) before income taxes and equity income (loss) from unconsolidated joint ventures. Refer also to “Non-GAAP Financial Measures” above for the definition of Adjusted NOI.

(3)From our first quarter 2025 presentation of Same-Store, we added: (i) two stabilized developments placed in service, and we removed: (i) 25 buildings that were sold, (ii) four buildings that were placed into redevelopment, and (iii) two assets that were classified as held for sale. Additionally, six assets were contributed to a joint venture and are reported at share.

(4)Total Portfolio occupancy excludes any of the following: (i) developments, (ii) significant redevelopments, (iii) newly completed properties under lease-up, and (iv) properties held for sale.

(5)Average annual rent is total revenues less termination fees and non-cash revenue adjustments (i.e., straight-line rents, amortization of market lease intangibles, and deferred revenues).

(6)Base rent does not include tenant recoveries, additional rents in excess of floors, and non-cash revenue adjustments (i.e., straight-line rents, amortization of market lease intangibles, and deferred revenues).

Same-Store Adjusted NOI increased primarily as a result of the following:

mark-to-market lease renewals;
annual rent escalations; and
increased percentage-based rents; partially offset by
higher operating expenses, net of savings from our internalization of property management.

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

increased Adjusted NOI from outpatient medical buildings acquired in 2025; and
increased occupancy in former redevelopment and development properties that have been placed into service; partially offset by
decreased Adjusted NOI from our 2025 and 2026 dispositions.

Lab

The following table summarizes results at and for the three months ended March 31, 2026 and 2025 (dollars and square feet in thousands, except per square foot data):


	Same-Store						Total Portfolio(1)
	Three Months Ended March 31,						Three Months Ended March 31,
	2026		2025		Change		2026		2025		Change
Rental and related revenues	$	163,739	$	177,501	$	(13,762)	$	212,812	$	217,593	$	(4,781)

Operating expenses	(47,836)		(45,331)		(2,505)		(68,882)		(57,658)		(11,224)
Healthpeak’s share of unconsolidated joint venture NOI	2,397		2,207		190		6,237		1,134		5,103
Noncontrolling interests’ share of consolidated joint venture NOI	—		—		—		(54)		—		(54)
NOI	118,300		134,377		(16,077)		150,113		161,069		(10,956)
Adjustments to NOI(2)	(5,360)		(12,663)		7,303		(9,094)		(14,836)		5,742
Adjusted NOI	$	112,940	$	121,714	$	(8,774)	141,019		146,233		(5,214)
Less: Non-SS Adjusted NOI							(28,079)		(24,519)		(3,560)
SS Adjusted NOI							$	112,940	$	121,714	$	(8,774)
Adjusted NOI % change					(7.2)%
Property count(3)	101		101				141		139
End of period occupancy(4)	90.4%		97.8%				88.3%		97.9%
Average occupancy(4)	90.3%		97.5%				88.2%		97.6%
Average occupied square feet	7,104		7,624				9,491		9,448
Average annual rent per occupied square foot(5)	$	92	$	89			$	91	$	88
Average annual base rent per occupied square foot(6)	$	66	$	66			$	69	$	67

_______________________________________

(1)Total Portfolio includes results of operations from disposed properties through the disposition date.

(3)From our first quarter 2025 presentation of Same-Store, we added: (i) three stabilized redevelopments placed in service, and we removed: (i) four buildings that were sold, (ii) two buildings that were placed into redevelopment, and (iii) two assets that were classified as held for sale.

(4)Refer to “Non-GAAP Financial Measures” above for the definition of Same-Store. Total Portfolio occupancy excludes any of the following: (i) developments, (ii) significant redevelopments, (iii) newly completed properties under lease-up, and (iv) properties held for sale.

(5)Average annual rent is total revenues less termination fees and non-cash revenue adjustments (i.e., straight-line rents, amortization of market lease intangibles, and deferred revenues).

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

lower occupancy; and
higher operating expenses; partially offset by
annual rent escalations.

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

decreased Adjusted NOI from buildings undergoing development and redevelopment in 2025 and 2026; and
decreased Adjusted NOI from our 2026 dispositions.

Senior Housing

The following table summarizes results at and for the three months ended March 31, 2026 and 2025 (dollars in thousands, except per unit data):


	Same-Store						Total Portfolio
	Three Months Ended March 31,						Three Months Ended March 31,
	2026		2025		Change		2026		2025		Change
Resident fees and services	$	160,319	$	148,927	$	11,392	$	200,345	$	148,927	$	51,418

Operating expenses	(116,305)		(110,242)		(6,063)		(144,598)		(110,260)		(34,338)
Healthpeak’s share of unconsolidated joint venture NOI	—		—		—		748		6,135		(5,387)
Noncontrolling interests’ share of consolidated NOI(1)	(8,099)		(7,118)		(981)		(1,069)		—		(1,069)

NOI	35,915		31,567		4,348		55,426		44,802		10,624
Adjustments to NOI(2)	—		—		—		—		4		(4)
Adjusted NOI	$	35,915	$	31,567	$	4,348	55,426		44,806		10,620
Plus (less): Non-SS adjustments							(19,511)		(13,239)		(6,272)
SS Adjusted NOI							$	35,915	$	31,567	$	4,348
Adjusted NOI % change					13.8 %
Property count(3)	15		15				40		34
Average occupancy(4)	88.5%		86.2%				86.1%		85.1%
Average occupied units(5)	6,255		6,085				8,802		7,535
RevPOR per month(6)	$	8,544	$	8,158			$	7,610	$	7,581

_______________________________________

(1)Subsequent to the closing of the Janus Living IPO, public investors in Janus Living represent the 18.4% noncontrolling interests’ share of the senior housing reportable segment. To enhance comparability, Same-Store NOI has been adjusted to reflect the noncontrolling interests’ share of consolidated NOI for all periods presented.

(2)Represents adjustments we make to calculate Adjusted NOI in accordance with our definition of Adjusted NOI. Refer to “Non-GAAP Financial Measures” above for the definition of Adjusted NOI. For the senior housing reportable segment, refer also to “Non-GAAP Financial Measures Reconciliations” below for a reconciliation of NOI and Adjusted NOI to net income (loss).

(3)From our first quarter 2025 presentation of Same-Store, no properties were added or removed.

(5)Represents average occupied units as reported by the operators for the three-month period.

(6)Represents revenues (including our share of revenues from unconsolidated joint ventures) per average occupied unit for the applicable period divided by a factor of three. Excludes newly developed assets, assets sold, acquired or converted to a new operating structure during the relevant period, assets in redevelopment, assets that are held for sale, and assets that experienced a casualty event that significantly impacted operations.

Same-Store Adjusted NOI increased primarily as a result of the following:

increased rates for resident fees; and
higher occupancy; partially offset by
higher costs of labor, utilities, and other operating expenses.

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

increased Adjusted NOI from the SWF JV Buyout; and
increased Adjusted NOI from other senior housing communities acquired in 2026.

Other Income and Expense Items

The following table summarizes the results of our other income and expense items for the three months ended March 31, 2026 and 2025 (in thousands):


	Three Months Ended March 31,
	2026		2025		Change
Interest income and other	$	14,171	$	15,821	$	(1,650)
Depreciation and amortization	289,734		268,546		21,188
Interest expense	87,292		72,693		14,599
General and administrative	24,591		26,118		(1,527)
Transaction costs	24,149		5,534		18,615
Impairments and loan loss reserves (recoveries), net	(2,275)		(3,562)		1,287
Gain (loss) on sales of real estate, net	50,669		—		50,669
Gain (loss) on debt extinguishments	(403)		—		(403)
Other income (expense), net	139,779		(6,126)		145,905
Income tax benefit (expense)	(254)		(2,080)		1,826
Equity income (loss) from unconsolidated joint ventures	4,265		(2,147)		6,412
Noncontrolling interests’ share in earnings	(6,023)		(7,236)		1,213

Interest income and other

Interest income and other decreased for the three months ended March 31, 2026 primarily as a result of principal repayments on loans receivable in 2025 and 2026, partially offset by secured loans funded in 2025 and 2026.

Depreciation and amortization

Depreciation and amortization expense increased for the three months ended March 31, 2026 primarily as a result of: (i) acquisitions of real estate in 2025 and 2026 and (ii) development and redevelopment projects placed in service during 2025 and 2026, partially offset by: (i) dispositions of real estate in 2025 and 2026 and (ii) assets placed into development and redevelopment in 2025 and 2026.

Interest expense

Interest expense increased for the three months ended March 31, 2026 primarily as a result of: (i) the issuance of $500 million aggregate principal amount of 5.38% senior unsecured notes due 2035, which closed in February 2025, (ii) the issuance of $500 million aggregate principal amount of 4.75% senior unsecured notes due 2033, which closed in August 2025, and (iii) higher borrowings under the commercial paper program, partially offset by: (a) the repayment of $348 million aggregate principal amount of 3.40% senior unsecured notes in February 2025, (b) the repayment of $452 million aggregate principal amount of 4.00% senior unsecured notes in June 2025, and (c) the early repayment of $102 million aggregate principal of mortgage debt secured by two senior housing communities in January 2026.

General and administrative

General and administrative expenses decreased for the three months ended March 31, 2026 primarily as a result of lower travel and compensation expenses.

Transaction costs

Transaction costs increased for the three months ended March 31, 2026 primarily as a result of costs incurred related to the Janus Living IPO.

Impairments and loan loss reserves (recoveries), net

Loan loss recoveries decreased for the three months ended March 31, 2026 as a result of a decrease in loan loss recoveries under the current expected credit losses model, which is primarily due to: (i) new and extended loans executed in 2025 and 2026 and (ii) macroeconomic conditions, partially offset by recoveries related to loans repaid during 2025 and 2026.

Gain (loss) on sales of real estate, net

Gain on sales of real estate, net increased during the three months ended March 31, 2026 as a result of: (i) the $44 million gain on sales of four lab buildings, (ii) the $7 million gain on sale of two outpatient medical buildings, and (iii) the immaterial gain on sale of nine suites within an outpatient medical building, which were sold during the three months ended March 31, 2026, as compared to no dispositions of real estate during the three months ended March 31, 2025. Refer to Note 4 to the Consolidated Financial Statements for additional information regarding dispositions of real estate and the associated gain (loss) on sales recognized.

Gain (loss) on debt extinguishments

Loss on debt extinguishment increased for the three months ended March 31, 2026 as a result of the early repayment of $102 million aggregate principal of mortgage debt secured by two senior housing communities in January 2026, with original maturities of December 2026.

Other income (expense), net

Other income increased for the three months ended March 31, 2026 primarily as a result of: (i) a $92 million gain upon change of control related to the sale of an 80% interest in six outpatient medical buildings to a third-party in March 2026, (ii) a $46 million gain upon change of control related to the SWF JV Buyout, and (iii) casualty-related losses associated with Hurricane Milton recognized in 2025.

Income tax benefit (expense)

Income tax expense decreased for the three months ended March 31, 2026 primarily as a result of the tax benefit from the derecognition of certain deferred tax assets and liabilities related to the change in tax status of certain entities in connection with the Janus Living IPO.

Equity income (loss) from unconsolidated joint ventures

Equity income from unconsolidated joint ventures increased for the three months ended March 31, 2026 primarily as a result of: (i) increased income from the South San Francisco joint ventures and (ii) the preferred return on the HQ Point Preferred Equity Investment, partially offset by decreased income from the SWF SH JV, which we began consolidating in January 2026 after the SWF JV Buyout.

Noncontrolling interests’ share in earnings

Noncontrolling interests’ share in earnings decreased for the three months ended March 31, 2026 primarily as a result of third-party noncontrolling interest holders’ share of losses from Janus Living, Inc.

Liquidity and Capital Resources

We anticipate that our cash flows from operations, available cash balances, and cash from our various financing activities will be adequate for the next 12 months and for the foreseeable future for purposes of: (i) funding recurring operating expenses; (ii) meeting debt service requirements; and (iii) satisfying funding of distributions to our stockholders and noncontrolling interest members. Distributions are made using a combination of cash flows from operations, funds available under our bank line of credit (the “Revolving Facility”) and commercial paper program, proceeds from the sale of properties, and other sources of cash available to us.

In addition to funding the activities above, our principal liquidity needs for the next 12 months are to:

fund capital expenditures, including tenant improvements and leasing costs;
fund future acquisition, transactional, and development and redevelopment activities; and
fund loans receivable and other investment commitments.

Our longer term liquidity needs include the items listed above as well as meeting debt service requirements.

We anticipate satisfying these future needs using one or more of the following:

cash flows from operations;
sale of, or exchange of ownership interests in, properties or other investments;
borrowings under our Revolving Facility and commercial paper program;
issuance of additional debt, including unsecured notes, term loans, and mortgage debt; and/or
issuance of common or preferred stock or its equivalent, including sales of common stock under the ATM Program (as defined below).

Our ability to access the capital markets impacts our cost of capital and ability to refinance maturing indebtedness, as well as our ability to fund future acquisitions and development through the issuance of additional securities or secured debt. Changes in general market and economic conditions as well as credit ratings impact our ability to access capital and directly impact our cost of capital. Our 2029 Term Loan, our 2027 Term Loans, our 2028 Term Loan, our 2031 Term Loan, and our Revolving Facility accrue interest at the Secured Overnight Financing Rate (“SOFR”) plus a margin that depends on the credit ratings of our senior unsecured long-term debt. We also pay a facility fee on the entire commitment under our Revolving Facility that depends upon our credit ratings. The Janus Living Revolving Facility and the Janus Living 2031 Term Loan accrue interest at SOFR plus a margin, and the Janus Living Revolving Facility is subject to a facility fee, in each case based on Janus Living’s leverage ratio. As of May 4, 2026, we had long-term credit ratings of Baa1 from Moody’s and BBB+ from S&P Global, and short-term credit ratings of P-2 from Moody’s and A-2 from S&P Global.

A downgrade in credit ratings by Moody’s or S&P Global may have a negative impact on (i) the interest rates of our Revolving Facility, 2027 Term Loans, 2028 Term Loan, 2029 Term Loan, and 2031 Term loan, (ii) the facility fees for our Revolving Facility, and (iii) the pricing of notes issued under our commercial paper program and senior unsecured notes. While a downgrade in our credit ratings would adversely impact our cost of borrowing, we believe we would continue to have access to the unsecured debt markets, and we could also seek to enter into one or more secured debt financings, issue additional securities, including under our ATM Program, or dispose of certain assets to fund future operating costs, capital expenditures, or acquisitions, although no assurances can be made in this regard. Refer to “Market Trends and Uncertainties” above for a more comprehensive discussion of the potential impact of economic and market conditions on our business.

Changes in Material Cash Requirements and Off-Balance Sheet Arrangements

Debt. Our material cash requirements related to debt increased by $575 million to $10.4 billion at March 31, 2026, when compared to our cash requirements at December 31, 2025, primarily as a result of a $673 million increase in notes outstanding under our commercial paper program, partially offset by the $102 million full principal repayment of mortgage debt secured by two senior housing communities during the quarter. See Note 9 to the Consolidated Financial Statements for additional information about our debt commitments.

Development and redevelopment commitments. Our material cash requirements related to development and redevelopment projects and Company-owned tenant improvements decreased by $40 million to $182 million at March 31, 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.

Construction loan commitments. Our material cash requirements to provide additional principal on loans for redevelopment and capital expenditure projects decreased by $14 million to $85 million at March 31, 2026, when compared to December 31, 2025. This decrease was the result of additional fundings on existing commitments for construction loans during the three months ended March 31, 2026. See Note 6 to the Consolidated Financial Statements for additional information.

Other investment commitments. As of March 31, 2026, we had venture capital investments, certain of which have an aggregate remaining funding commitment of $14 million, which is expected to be funded over the next six years.

Minimum Liquid Reserve (“MLR”). The MLR required by state licensing authorities increased by $1 million to $96 million at March 31, 2026, when compared to the MLR required at December 31, 2025. This net change reflects an increase of $25 million to $68 million in the restricted cash requirement, partially offset by a decrease of $24 million to $28 million in the promissory note requirement. See Note 10 to the Combined and Consolidated Financial Statements for additional information about our MLR requirements.

Redeemable noncontrolling interests. Our material cash requirements related to redeemable noncontrolling interests decreased by $132 million to $27 million at March 31, 2026, when compared to December 31, 2025. The decrease was primarily the result of our acquisition of the remaining 50% interest in the Gateway Crossing joint venture for $132 million, terminating the Put Option of the noncontrolling interest holder. Additionally, the values of redeemable noncontrolling interests are subject to change based on the assessment of redemption value at each redemption date. As of March 31, 2026, the estimated redemption value of the redeemable noncontrolling interests that have met the conditions for redemption is $14 million. The estimated redemption value of the redeemable noncontrolling interests that will meet the conditions for redemption upon completion of the related development projects is $13 million. See Note 11 to the Consolidated Financial Statements for additional information.

Distribution and dividend requirements. Our dividend policy on our common stock is to distribute a percentage of our cash flow to ensure that we meet the dividend requirements of the Internal Revenue Code of 1986, as amended (the “Code”), relative to maintaining our REIT status, while still allowing us to retain cash to fund capital improvements and other investment activities. Under the Code, REITs may be subject to certain federal income and excise taxes on undistributed taxable income. We paid monthly common stock cash dividends of $0.10167 per share during the three months ended March 31, 2026. Our future common stock cash dividends, if and as declared, may vary and will be determined by the Board based upon the circumstances prevailing at the time, including our financial condition.

Off-balance sheet arrangements. We own interests in certain unconsolidated joint ventures as described in Note 7 to the Consolidated Financial Statements. Four of these joint ventures have aggregate mortgage debt of $912 million, of which our share is $212 million. Our risk of loss is limited to our investment in the applicable joint venture. Additionally, as of March 31, 2026, we had 15 outstanding letter of credit obligations totaling $14 million.

Except as described above, there have been no other material changes, outside of the ordinary course of business, during the three months ended March 31, 2026 to the material cash requirements or material off-balance sheet arrangements disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025 under “Material Cash Requirements” and “Off-Balance Sheet Arrangements” in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Cash Flow Summary

The following summary discussion of our cash flows is based on the Consolidated Statements of Cash Flows and is not meant to be an all-inclusive discussion of the changes in our cash flows for the periods presented below.

The following table sets forth changes in cash flows (in thousands):


	Three Months Ended March 31,
	2026		2025		Change
Net cash provided by (used in) operating activities	$	260,881	$	279,429	$	(18,548)
Net cash provided by (used in) investing activities	(638,607)		(230,714)		(407,893)
Net cash provided by (used in) financing activities	1,105,933		(94,414)		1,200,347

Operating Cash Flows

Our cash flows from operations are dependent upon the occupancy levels of our buildings, rental rates on leases, our tenants’ performance on their lease obligations, the level of operating expenses, and other factors. Our net cash provided by operating activities decreased $19 million for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 primarily as a result of: (i) an increase in transaction costs as a result of the Janus Living IPO, (ii) a decrease in Adjusted NOI from dispositions of real estate in 2025 and 2026, and (iii) a decrease in Adjusted NOI from buildings undergoing development and redevelopment in 2025 and 2026. The decrease in net cash provided by operating activities was partially offset by: (i) an increase in Adjusted NOI from acquisitions of real estate in 2025 and 2026, (ii) developments and redevelopments placed in service during 2025 and 2026, (iii) annual rent increases, and (iv) new leasing and renewal activity.

Investing Cash Flows

Our cash flows from investing activities are generally used to fund acquisitions, developments, and redevelopments of real estate, net of proceeds received from sales of real estate and repayments on loans receivable. Our net cash used in investing activities increased $408 million for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 primarily as a result of the following: (i) an increase in cash used for real estate asset acquisitions, including the SWF JV Buyout, and (ii) higher net repayments on loans receivable in 2025. The increase in net cash used in investing activities was partially offset by: (i) an increase in proceeds from the BX I and II JV, (ii) an increase in proceeds from sales of real estate, (iii) a decrease in cash used for investments in unconsolidated joint ventures, and (iv) a decrease in cash used for development and redevelopment of real estate.

Financing Cash Flows

Our cash flows from financing activities are generally impacted by issuances and/or repurchases of equity, borrowings and repayments under our bank line of credit and commercial paper program, senior unsecured notes, term loans, and mortgage debt, net of dividends paid to common shareholders. Our net cash provided by financing activities increased $1.2 billion for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 primarily as a result of the following: (i) proceeds from the Janus Living IPO, net of underwriting fees, (ii) higher net borrowings under the commercial paper program, (iii) a decrease in repayments of senior unsecured notes, and (iv) lower repurchases of common stock under our share repurchase program. The increase in net cash provided by financing activities was partially offset by: (i) a decrease in proceeds received from the issuance of senior unsecured notes, (ii) redemptions of noncontrolling interests in 2026, and (iii) an increase in repayments of mortgage debt.

Debt

In January 2026, we made a $102 million early full principal repayment of mortgage debt secured by two senior housing communities with original maturities in December 2026. In March 2026, concurrent with the closing of Janus Living IPO, we executed the $400 million 2031 Term Loan, which was undrawn as of March 31, 2026. Also in March 2026, concurrent with the closing of the Janus Living IPO, Janus Living entered into a credit agreement that provides for a $500 million revolving credit facility and a $100 million term loan facility, both of which were undrawn as of March 31, 2026.

See Note 9 to the Consolidated Financial Statements for additional information about our outstanding debt.

Approximately 82% and 97% of our consolidated debt was fixed rate debt as of March 31, 2026 and 2025, respectively. At March 31, 2026, our fixed rate debt and variable rate debt had weighted average effective interest rates of 4.19% and 4.23%, respectively. At March 31, 2025, our fixed rate debt and variable rate debt had weighted average effective interest rates of 4.15% and 5.42%, respectively. As of March 31, 2026, we had the following swapped to fixed rates through interest rate swap instruments: (i) the $750 million 2029 Term Loan, (ii) the $500 million 2027 Term Loans, (iii) the $400 million 2028 Term Loan, and (iv) $142 million of variable rate mortgage debt. In May 2026, the interest rate swap instruments on $142 million of mortgage debt matured. These interest rate swap instruments are designated as cash flow hedges. For purposes of classification of the amounts above, variable rate debt with a derivative financial instrument designated as a cash flow hedge is reported as fixed rate debt due to us having effectively established a fixed interest rate for the underlying debt instrument. For a more detailed discussion of our interest rate risk, see “Quantitative and Qualitative Disclosures About Market Risk” in Item 3 below.

Supplemental Guarantor Information

Healthpeak OP is the issuer of senior unsecured notes that were offered and sold on a registered basis under the Securities Act. The obligations of Healthpeak OP to pay principal, premiums, if any, and interest on such senior unsecured notes are guaranteed on a full and unconditional basis by the Company, DOC DR Holdco, LLC, one of our wholly owned subsidiaries (“DOC DR Holdco”), and DOC DR, LLC, a wholly owned subsidiary of Healthpeak OP (“DOC DR OP Sub’). Additionally, DOC DR OP Sub is the issuer of certain senior unsecured notes assumed by Healthpeak. See Note 9 to the Consolidated Financial Statements for more information. The obligations of DOC DR OP Sub to pay principal, premiums, if any, and interest on such senior unsecured notes are guaranteed on a full and unconditional basis by the Company, Healthpeak OP, and DOC DR Holdco.

Subsidiary issuers of obligations guaranteed by the parent are not required to provide separate financial statements, provided that the parent guarantee is “full and unconditional”, the subsidiary obligor is a consolidated subsidiary of the parent company, the guaranteed security is debt or debt-like, and consolidated financial statements of the parent company have been filed. Accordingly, separate consolidated financial statements of Healthpeak OP, DOC DR Holdco, and DOC DR OP Sub have not been presented.

As permitted under Rule 13-01 of Regulation S-X, we have excluded the summarized financial information for the Company, Healthpeak OP, DOC DR Holdco, and DOC DR OP because the Company, Healthpeak OP, DOC DR Holdco, and DOC DR OP have no material assets, liabilities, or operations other than the debt financing activities described in the first paragraph of Note 9 to the Consolidated Financial Statements and their investments in non-guarantor subsidiaries, and management believes such summarized financial information would be repetitive and would not provide incremental value to investors.

Equity

At March 31, 2026, we had 695 million shares of common stock outstanding, equity totaled $9 billion, and our equity securities had a market value of $11.7 billion.

At-The-Market Program

Our at-the-market equity offering 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. In addition to the issuance and sale of shares of our common stock, we may also enter into one or more forward sales agreements (each, an “ATM forward contract”) with sales agents for the sale of our shares of common stock under our ATM Program.

During the three months ended March 31, 2026, we did not issue any shares of our common stock under any ATM program.

At March 31, 2026, $1.5 billion of our common stock remained available for sale under the ATM Program. Actual future sales of our common stock will depend upon a variety of factors, including but not limited to market conditions, the trading price of our common stock, and our capital needs. We have no obligation to sell any shares under our ATM Program.

See Note 11 to the Consolidated Financial Statements for additional information about our ATM Program.

Noncontrolling Interests

Public Investors of Janus Living, Inc. In connection with the Janus Living IPO in March 2026, 48,300,000 shares of 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. As of March 31, 2026, these public investors represent an 18.4% interest in Janus Living, a consolidated subsidiary of Healthpeak.

Healthpeak OP. During the three months ended March 31, 2026, certain of our employees (“Healthpeak OP Unitholders”) were issued approximately 2 million noncontrolling, non-managing member units in Healthpeak OP (“Healthpeak OP Units”). When certain conditions are met, the Healthpeak OP Unitholders have the right to require redemption of part or all of their Healthpeak OP Units for cash or shares of our common stock, at our option as managing member of Healthpeak OP. The per unit redemption amount is equal to either one share of our common stock or cash equal to the fair value of a share of common stock at the time of redemption. We classify the Healthpeak OP Units in permanent equity because we may elect, in our sole discretion, to issue shares of our common stock to Healthpeak OP Unitholders who choose to redeem their Healthpeak OP Units rather than using cash. As of March 31, 2026, there were approximately 6 million Healthpeak OP Units outstanding, and 580 thousand had met the criteria for redemption.

Janus Living OP. During the three months ended March 31, 2026, in connection with the Janus Living IPO, certain of our employees (“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”), all of which were profits interests in Janus Living OP. The per unit redemption amount is equal to either one 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. We classify 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 March 31, 2026, none of the Janus Living OP Units met the criteria for redemption.

DownREITs. At March 31, 2026, non-managing members held an aggregate of approximately 11 million units in eight limited liability companies for which we hold controlling interests and/or are the managing member. The DownREIT units are exchangeable for an amount of cash approximating the then-current market value of shares of our common stock or, at our option, shares of our common stock. At March 31, 2026, the outstanding DownREIT units were convertible into approximately 13 million shares of our common stock.

Share Repurchase Program

On July 24, 2024, our Board of Directors approved a new share repurchase program (the “2024 Share Repurchase Program”) to supersede and replace our previous program. Under the 2024 Share Repurchase Program, we may acquire shares of our 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), up to an aggregate purchase price of $500 million. Purchases of common stock under the 2024 Share Repurchase Program may be exercised at our 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 2024 Share Repurchase Program expires in July 2026 and may be suspended or terminated at any time without prior notice. During the three months ended March 31, 2026, there were no repurchases of common stock under the 2024 Share Repurchase Program. At March 31, 2026, $406 million of our common stock remained available for repurchase under the 2024 Share Repurchase Program.

In April 2026, we repurchased 5.95 million shares of our common stock under the 2024 Share Repurchase Program at a weighted average price of $16.81 per share for a total of $100 million. Subsequent to these repurchases, $306 million of our common stock remained available for repurchase under the 2024 Share Repurchase Program.

Shelf Registration

On February 8, 2024, the Company and Healthpeak OP jointly filed a prospectus with the SEC as part of a registration statement on Form S-3, using an automatic shelf registration process. This shelf registration statement expires on February 8, 2027 and at or prior to such time, we expect to file a new shelf registration statement. On February 5, 2025, the Company and Healthpeak OP jointly filed a post-effective amendment to the shelf registration statement to add certain subsidiaries of the Company as co-registrants and register their guarantees of the debt securities of the Company and/or Healthpeak OP as additional securities that may be offered under the prospectus included in the shelf registration statement. Under the “shelf” process, we may sell any combination of the securities described in the prospectus through one or more offerings. The securities described in the prospectus include future offerings of: (i) the Company’s common stock, preferred stock, depositary shares, warrants, debt securities, and guarantees by the Company and certain of its subsidiaries of debt securities issued by Healthpeak OP, and (ii) Healthpeak OP’s debt securities and guarantees by Healthpeak OP and certain other subsidiaries of the Company of debt securities issued by the Company.

Non-GAAP Financial Measures Reconciliations

The following is a reconciliation from net income (loss) applicable to common shares, the most directly comparable financial measure calculated and presented in accordance with GAAP, to Nareit FFO and FFO as Adjusted applicable to common shares (in thousands):


	Three Months Ended March 31,
	2026		2025
Net income (loss) applicable to common shares	$	193,484	$	42,364
Real estate related depreciation and amortization	289,734		268,546
Healthpeak’s share of real estate related depreciation and amortization from unconsolidated joint ventures	7,212		12,200
Noncontrolling interests’ share of real estate related depreciation and amortization	(4,702)		(4,454)

Loss (gain) on sales of depreciable real estate, net	(50,669)		—


Loss (gain) upon change of control, net(1)	(138,117)		—
Taxes associated with real estate dispositions	58		—

Nareit FFO applicable to common shares	297,000		318,656
Distributions on dilutive convertible units and other	4,519		4,623
Diluted Nareit FFO applicable to common shares	$	301,519	$	323,279



Impact of adjustments to Nareit FFO:
Transaction, merger, and restructuring-related costs(2)	$	20,568	$	5,534
Other impairments (recoveries) and other losses (gains), net(3)	(2,275)		(3,320)
Loss (gain) on debt extinguishments	302		—

Casualty-related charges (recoveries), net(4)	(190)		4,226

Recognition (reversal) of valuation allowance on deferred tax assets(5)	(3,058)		—

Total adjustments	$	15,347	$	6,440

FFO as Adjusted applicable to common shares	$	312,347	$	325,096
Distributions on dilutive convertible units and other	4,506		4,617
Diluted FFO as Adjusted applicable to common shares	$	316,853	$	329,713



Other operating data:
Amortization of deferred financing costs and debt discounts (premiums)	$	8,363	$	7,852
Non-refundable entrance fee sales in excess of (less than) the related GAAP amortization	7,756		4,696
Stock-based compensation amortization expense	4,502		4,627
Deferred income taxes	3,053		2,570
AFFO capital expenditures	(23,956)		(23,136)
Straight-line rents	(10,905)		(11,153)
Amortization of above (below) market lease intangibles, net	(6,597)		(10,212)
Other items(6)	(2,606)		1,451

_______________________________________

(1)The three months ended March 31, 2026 includes a gain upon change of control related to (i) the acquisition of the remaining 46.5% interest in the SWF SH JV which held 19 senior housing properties and (ii) the disposition of an 80% interest in six outpatient medical buildings to a third-party. These gains upon change of control are included in other income (expense), net in the Consolidated Statements of Operations.

(2)The three months ended March 31, 2026 includes costs incurred related to the Janus Living IPO and investment pursuit costs. The three months ended March 31, 2025 includes costs related to the merger with Physicians Realty Trust, which are primarily comprised of severance, legal, accounting, tax, information technology, and other costs of combining operations with Physicians Realty Trust that were incurred during the period.

(3)The three months ended March 31, 2026 and 2025 includes reserves and (recoveries) for expected loan losses recognized in impairments and loan loss reserves (recoveries), net in the Consolidated Statements of Operations.

(4)Casualty-related charges (recoveries), net are recognized in other income (expense), net, equity income (loss) from unconsolidated joint ventures, and noncontrolling interests’ share in earnings in the Consolidated Statements of Operations.

(5)The three months ended March 31, 2026 includes the income tax impact related to the change in tax status of certain entities in connection with the Janus Living IPO.

(6)Primarily includes: (i) amortization of deferred revenue, (ii) noncontrolling interests’ share of senior housing entrance fees in excess (less) than the related GAAP amortization, and (iii) our proportionate share of AFFO capital expenditures and straight-line rents from unconsolidated joint ventures. AFFO Capital Expenditures include costs incurred in our operating portfolio required to maintain the properties in current market condition and generally are recurring in nature.

For a reconciliation of Adjusted NOI for our outpatient medical and lab reportable segments to net income (loss) before income taxes and equity income from unconsolidated joint ventures, see Note 13 to the Consolidated Financial Statements. The following table reconciles net income (loss) of our senior housing reportable segment to Adjusted NOI for the three months ended March 31, 2026 and 2025 (dollars in thousands):


	Three Months Ended March 31,
	2026		2025
Net income (loss)	$	27,874	$	(5,031)
Depreciation and amortization	51,398		32,799
General and administrative	2,958		3,132
General and administrative - related party management fee	328		—
Interest expense	351		948
Transaction costs	18,510		—
Loss (gain) upon change of control, net(1)	(46,270)		—
Loss (gain) on debt extinguishments	403		—
Other expense (income), net	(816)		6,676
Income tax expense (benefit)	1,122		1,594
Equity loss (income) from unconsolidated joint venture	(111)		(1,451)
Healthpeak’s share of unconsolidated joint venture NOI	748		6,135
Noncontrolling interests’ share of consolidated joint venture NOI	(1,069)		—
NOI	$	55,426	$	44,802
Adjustments to NOI	—		4
Adjusted NOI	$	55,426	$	44,806

_______________________________________

(1)Recognized in other income (expense), net, in the Consolidated Statements of Operations.

Critical Accounting Estimates

The preparation of financial statements in conformity with U.S. GAAP requires our management to use judgment in the application of critical accounting estimates and assumptions. We base estimates on the best information available to us at the time, our experience and on various other assumptions believed to be reasonable under the circumstances. These estimates could affect our financial position or results of operations. If our judgment or interpretation of the facts and circumstances relating to various transactions or other matters had been different, it is possible that different accounting would have been applied, resulting in a different presentation of our consolidated financial statements. From time to time, we re-evaluate our estimates and assumptions. In the event estimates or assumptions prove to be different from actual results, adjustments are made in subsequent periods to reflect more current estimates and assumptions about matters that are inherently uncertain. A discussion of accounting estimates that we consider critical in that they may require complex judgment in their application or require estimates about matters that are inherently uncertain is included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.” During the three months ended March 31, 2026, we included a new critical accounting estimate as described below:

Valuation of Real Estate Upon Acquisition

For real estate acquisitions accounted for as asset acquisitions, we allocate the acquisition consideration and acquisition costs to the assets acquired and liabilities assumed at fair value as of the acquisition date.

We make estimates as part of our process for allocating acquisition consideration to the various identifiable assets and liabilities based upon the relative fair value of each asset and liability. These fair values are determined using standard valuation methodologies, such as the cost, market, and income approach. These methodologies require various assumptions, including those of a market participant. We utilize available market information in our assessment, such as capitalization and discount rates and comparable sale transactions. The most significant components of our allocations are typically buildings as-if-vacant, land, and lease and in-place resident contract intangibles. In the case of allocating fair value to buildings and in-place resident contract intangibles, our fair value estimates will affect the amount of depreciation and amortization we record over the estimated useful life of each asset acquired. In the case of allocating fair value to in-place leases, we make our best estimates based on our evaluation of the specific characteristics of each tenant’s lease. Factors considered include estimates of carrying costs during hypothetical expected lease-up periods, market conditions, and costs to execute similar leases. Our assumptions affect the amount of future revenue and/or depreciation and amortization expense that we will recognize over the remaining useful life for the acquired in-place leases.

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