Healthpeak Properties (DOC) risk factors: FY2025 10-K

Item 1A of the 10-K for the period ending 2025-12-31, filed 2026-02-03. 56 risk factor headings as filed. Read Item 1A in full · The whole 10-K · What changed since FY2024

5new since FY2024
6reworded
5removed
45unchanged

Headings mentioning a theme: Tariffs 0 · AI 1 · Cybersecurity 0 · China 0 · Interest rates 1. Compare across the S&P 500.

Risks Related to Our Business and Operations

34
  1. Changes to regulatory, funding, staffing, trade, and other policies and actions by the U.S. political administration could adversely affect our business operations or the operations of our tenants or operators.new
  2. We may be negatively impacted by macroeconomic trends that may increase borrowing, construction, labor, and other operating or administrative costs for us and our tenants, operators, and borrowers.reworded
  3. Life science industry changes could have a material adverse effect on our business, results of operations, and financial condition.
  4. Our lab tenants face significant regulation, funding requirements, and uncertainty.
  5. Decreases in our tenants’, operators’, or borrowers’ revenues, or increases in their expenses, or other factors adversely affecting their ability to borrow money, could affect their ability to meet their financial and other contractual obligations to us.
  6. We may be negatively impacted by the insolvency or bankruptcy of, or the inability to obtain funding by, one or more of our major tenants, operators, or borrowers.
  7. We depend on real estate investments, particularly in the healthcare property sector, making us more vulnerable to events affecting the healthcare property sector, including a downturn or slowdown in that sector, or laws affecting REIT ownership of healthcare properties.new
  8. The illiquidity of our real estate investments may prevent us from timely responding to economic or investment performance changes.
  9. Identifying and securing new or replacement tenants or operators can be time consuming and costly.
  10. Property development, redevelopment, and tenant improvement risks can render a project less profitable or unprofitable and delay or prevent its undertaking or completion.
  11. The hospitals on whose campuses our outpatient medical buildings are located and their affiliated healthcare systems could fail to remain competitive or financially viable, which could adversely impact their ability to attract physicians and physician groups to our outpatient medical buildings and our other properties that serve the healthcare industry.
  12. We assume operational risks with respect to our senior housing properties managed in RIDEA structures that could have a material adverse effect on our business, results of operations, and financial condition.
  13. Tenants, operators, and borrowers that fail to comply with federal, state, local, and international laws and regulations, including resident health and safety requirements, as well as licensure, certification, and inspection requirements, may cease to operate or be unable to meet their financial and other contractual obligations to us.
  14. Required regulatory approvals can delay or prohibit transfers of our senior housing properties.
  15. Compliance with the Americans with Disabilities Act and fire, safety, and other regulations may require us to make expenditures that adversely affect our cash flows.
  16. The requirements of, or changes to, governmental reimbursement programs such as Medicare or Medicaid may adversely affect our tenants’, operators’, and borrowers’ ability to meet their financial and other contractual obligations to us.
  17. Economic conditions, natural disasters, weather, and other events or conditions that negatively affect geographic areas where we have concentrated investments could have a material adverse effect on our business, results of operations, and financial condition.
  18. Uninsured or underinsured losses could result in a significant loss of capital invested in a property, lower than expected future revenues, and unanticipated expenses.
  19. Our use of joint ventures may limit our returns on and our flexibility with jointly owned investments.
  20. Rent escalators or contingent rent provisions in our leases could hinder our profitability and growth.
  21. Competition may make it difficult to identify and purchase, or develop, suitable healthcare properties to grow our investment portfolio, to finance acquisitions on favorable terms, or to retain or attract tenants and operators.
  22. We may be unable to successfully exercise rights on the collateral securing our real estate-related loans and, even if we are successful in exercising those rights, we may be unable to successfully operate, occupy, or reposition the underlying real estate.
  23. We may be required to recognize reserves, allowances, credit losses, or impairment charges.
  24. We may invest substantial resources and time in investments or transactions that are not consummated.reworded
  25. We may not be able to successfully integrate or operate acquisitions and/or internalize property management, or may incur unanticipated liabilities.
  26. We may be affected by unfavorable resolution of litigation or disputes and rising liability and insurance costs as a result thereof or other market factors.
  27. Environmental compliance costs and liabilities associated with our real estate-related investments may be substantial and may materially impair the value of those investments.
  28. Corporate impact and sustainability commitments and changing requirements, as well as varying stakeholder expectations, may impose additional costs and expose us to new risks.reworded
  29. We may be impacted by epidemics, pandemics, or other infectious disease outbreaks, and health and safety measures intended to reduce their spread.reworded
  30. Our past participation in the CARES Act Provider Relief Fund and other Covid-related stimulus and relief programs could subject us or our operators to disruptive government and financial audits, enforcement actions, and recovery activity.reworded
  31. Laws or regulations prohibiting eviction of our tenants, even on a temporary basis, could have a material adverse effect on our revenues if our tenants fail to make their contractual rent payments to us.
  32. Human capital risks, including the loss or limited availability of our key personnel, could disrupt or impair our operations.
  33. We rely on information technology in our operations, and any material failure, inadequacy, interruption, or security failure of that technology could harm our business.
  34. The use of, or inability to use, artificial intelligence by us, our tenants, our vendors, and our investors presents risks and challenges that may adversely impact our business and operating results or the business and operating results of our tenants and vendors or may adversely impact the requirements and demand for properties.AI

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Risks Related to Our Capital Structure and Market Conditions

8
  1. Volatility, disruption, or uncertainty in the financial markets may impair our ability to raise capital, obtain new financing or refinance existing obligations, and fund acquisition and development activities.
  2. Increased interest rates and borrowing costs could materially adversely impact our business and ability to refinance existing debt, sell properties, and conduct investment activities.rewordedInterest rates
  3. Cash available for distribution to stockholders may be insufficient to make dividend distributions at expected levels and are made at the discretion of our Board of Directors.
  4. If access to external capital is unavailable on acceptable terms or at all, it could have a material adverse effect on our ability to meet commitments as they become due or make investments necessary to grow our business.
  5. Our level of indebtedness may increase and materially adversely affect our future operations.
  6. Covenants in our debt instruments limit our operational flexibility, and breaches of these covenants could result in adverse actions by our creditors.
  7. The market price and trading volume of our common stock may be volatile.
  8. Adverse changes in our credit ratings could impair our ability to obtain additional debt and equity financing on favorable terms.

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Risks Related to the Pending Janus Living Offering and Our Relationship with Janus Living if the Janus Living Offering is Completed

3
  1. The pending Janus Living Offering may not be completed on the currently contemplated timeline or terms, or at all, and may not achieve the intended benefits.new
  2. We will have significant economic exposure to shifts in the price of Janus Living common stock and our ability to control the assets and activities of Janus Living may be limited.new
  3. There are conflicts of interest in our relationship with Janus Living and our officers and/or directors who are also officers and/or directors of Janus Living.new

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Risks Related to Tax, Including REIT-Related Risks, and Related to Our Jurisdiction of Incorporation and Our Structure as an UPREIT

11
  1. Loss of our tax status as a REIT would substantially reduce our available funds and would have materially adverse consequences for us and the value of our common stock.
  2. Our taxable REIT subsidiaries (TRSs) may be subject to corporate level tax.
  3. The tax imposed on any net income from “prohibited transactions” may limit our ability to engage in transactions which would be treated as sales for federal income tax purposes.
  4. Further changes to U.S. federal income tax laws could materially and adversely affect us and our stockholders.
  5. Potential deferred and contingent tax liabilities from corporate acquisitions could limit or delay future property sales.
  6. There are uncertainties relating to the calculation of non-REIT tax earnings and profits (“E&P”) in certain acquisitions, which may require us to distribute E&P.
  7. Tax protection agreements may limit our ability to sell or otherwise dispose of certain properties and may require us to maintain certain debt levels that otherwise would not be required to operate our business.
  8. Our charter contains ownership limits with respect to our common stock and other classes of capital stock.
  9. We are subject to certain provisions of Maryland law and our charter relating to business combinations that may prevent a transaction that may otherwise be in the interest of our stockholders.
  10. Conflicts of interest may exist or could arise in the future between the interests of our stockholders and the interests of holders of Healthpeak OP common units, which may impede business decisions that could benefit our stockholders.
  11. Certain provisions in the operating agreement of Healthpeak OP or other agreements may delay or prevent unsolicited acquisitions of us or certain other transactions.

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No longer in Item 1A

5

Headings in the FY2024 10-K with no match this year.

  1. We depend on real estate investments, particularly in the healthcare property sector, making us more vulnerable to a downturn or slowdown in that specific sector than if we were investing across multiple sectors.
  2. We may be unable to develop, maintain, or expand hospital and health system client relationships.
  3. We could be negatively impacted by legislation to address federal government operations and administrative decisions affecting the Centers for Medicare and Medicaid Services or other legislative or regulatory changes affecting REITs or the industries in which we operate.
  4. Changes in federal, state, or local laws or regulations may limit our opportunities to participate in the ownership of, or investment in, healthcare real estate.
  5. We may be unable to fully integrate the operations of the Company and Physicians Realty Trust successfully and realize the anticipated synergies of the Merger and benefits of property management internalization or do so within the anticipated time frame.

Headings are the lines of Item 1A set wholly in bold or italics, as the parser reads them, without the introductory paragraph that opens the section. A heading is new when no heading in the prior 10-K matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. Source: the filing on sec.gov.