8-K: Healthcare Realty Launches $1 Billion Equity Offering Program

Healthcare Realty Trust Incorporated has established a new 'at-the-market' equity offering program to raise up to $1 billion for general corporate purposes, including acquisitions and development.

Summary

• Healthcare Realty Trust Incorporated (the Company) entered into Equity Distribution Agreements and Master Forward Confirmations on December 17, 2025.
• The agreements establish an 'at-the-market' (ATM) equity offering program, allowing the Company to offer and sell Class A common stock (Shares) with an aggregate offering price of up to $1,000,000,000.
• The Shares may be sold through various sales agents, including J.P. Morgan Securities LLC, BofA Securities, Inc., and Wells Fargo Securities, LLC, in 'at-the-market' transactions on the New York Stock Exchange or privately negotiated transactions.
• The Company may also enter into forward sale agreements as part of the program, where forward purchasers borrow and sell shares.
• Sales agents and forward sellers will receive compensation of up to 2.00% of the gross proceeds or gross sales price, respectively.
• The net proceeds from the offering are intended for general corporate purposes, including the acquisition, development, and redevelopment of healthcare facilities, and contributions to Healthcare Realty Holdings, L.P. (the OP) in exchange for OP Units.
• A previous Equity Distribution Agreement with J.P. Morgan Securities LLC, dated March 5, 2021, has been terminated.
• The offering is being made pursuant to the Company's registration statement on Form S-3ASR (File No. 333-273784) and a prospectus supplement dated December 17, 2025.

Sentiment

Score: 7

Explanation: The establishment of a significant ATM equity offering program provides the company with substantial financial flexibility for future growth and strategic investments, which is generally a positive sign for long-term prospects, despite potential short-term dilution.

Positives

• The program provides Healthcare Realty with access to up to $1 billion in capital, enhancing financial flexibility for strategic initiatives.
• The 'at-the-market' structure allows for opportunistic and flexible capital raising, potentially minimizing market impact compared to traditional underwritten offerings.
• Proceeds are earmarked for growth-oriented activities such as acquisitions, development, and redevelopment of healthcare facilities, which could drive future revenue and asset value.

Negatives

• The issuance of new shares could lead to dilution for existing shareholders, depending on the volume and price at which shares are sold.
• The Company has no obligation to sell any shares, and there is no assurance that sales agents will be successful in selling shares, meaning the full $1 billion may not be realized.
• Compensation of up to 2.00% to sales agents and forward sellers will reduce the net proceeds received by the Company from the offering.

Risks

• The Company has no obligation to sell any shares under the Equity Distribution Agreements, and there is no assurance that the sales agents will be successful in selling shares.
• Market conditions, including material adverse changes in financial markets or outbreaks of hostilities, could make it impracticable or inadvisable to market the Shares.
• Trading in the Company's Common Stock could be suspended or materially limited by the SEC or NYSE, or a general banking moratorium could be declared.
• A downgrading in the rating of the Company's or its subsidiaries' debt securities, or a public announcement of such a review, could negatively impact the offering.
• The occurrence of a 'Hedging Event' (e.g., Loss of Stock Borrow, Hedging Disruption, Increased Cost of Stock Borrow/Hedging) could lead to adjustments in the forward price or early termination of transactions.
• An 'Excess Section 13 Ownership Position,' 'Excess NYSE Ownership Position,' or 'Excess Regulatory Ownership Position' could limit the number of shares Dealer is entitled to receive.
• An 'Insolvency Filing' or 'Bankruptcy Termination Event' with respect to the Company would immediately terminate the transactions.
• If the Company is unable to deliver freely tradable shares, 'Unregistered Settlement Shares' may be delivered, which could be sold by the Dealer at a discount due to lack of liquidity.
• Market activities of the Dealer and its affiliates, including hedging activities, may affect the market price and volatility of the Shares in a manner adverse to the Company.

Future Outlook

The Company intends to use the net proceeds from the Equity Offering Program for general corporate purposes, including the acquisition, development, and redevelopment of healthcare facilities, and contributions to its Operating Partnership in exchange for OP Units. This indicates a strategic focus on expanding its portfolio and operations within the healthcare real estate sector.

Management Comments

• Andrew E. Loope, Executive Vice President, General Counsel and Secretary, signed the Equity Distribution Agreement and Master Forward Confirmation on behalf of Healthcare Realty Trust Incorporated and Healthcare Realty Holdings, L.P.
• Austen B. Helfrich, Executive Vice President and Chief Financial Officer, signed the 8-K report on behalf of Healthcare Realty Trust Incorporated.

Industry Context

This ATM equity offering program positions Healthcare Realty Trust to capitalize on opportunities within the healthcare real estate sector, which often requires significant capital for property acquisitions, development, and modernization. The ability to raise capital flexibly 'at-the-market' is a common strategy for REITs to fund growth and manage their balance sheets in response to market conditions and investment opportunities.

Comparison to Industry Standards

• The 'at-the-market' (ATM) equity offering program is a standard financing tool for publicly traded REITs, including those in the healthcare sector, to raise capital efficiently.
• The maximum aggregate offering price of $1 billion is substantial and comparable to capital raising efforts by other large healthcare REITs such as Welltower Inc. (WELL) or Ventas Inc. (VTR) when funding significant growth initiatives or portfolio expansions.
• The compensation rate of up to 2.00% for sales agents and forward sellers is within the typical range for ATM programs, which generally have lower underwriting fees than traditional firm-commitment offerings due to their flexible nature.

Corporate Governance

Related Party Transactions

• Affiliates of J.P. Morgan Securities LLC, BofA Securities, Inc., Barclays Capital Inc., Citigroup Global Markets Inc., Credit Agricole Securities (USA) Inc., Fifth Third Securities, Inc., Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., RBC Capital Markets, LLC, Regions Securities LLC, Scotia Capital (USA) Inc., Truist Securities, Inc., and Wells Fargo Securities, LLC are lenders under the Company’s Fifth Amended and Restated Revolving Credit and Term Loan Agreement (the Unsecured Credit Facility).
• To the extent proceeds from this offering are used to repay borrowings under the Unsecured Credit Facility, these affiliates may receive a portion of such proceeds.

Stakeholder Impact

• Shareholders: Potential for dilution due to the issuance of new shares, but also potential for long-term value creation if capital is deployed effectively for growth.
• Creditors: Potential for debt reduction if proceeds are used to repay borrowings under the Unsecured Credit Facility, which could improve credit metrics.
• Management: Enhanced flexibility in capital allocation for strategic initiatives like acquisitions and development.
• Employees, Customers, Suppliers: Indirect positive impact from potential company growth and stability resulting from strategic investments funded by the capital raise.

Next Steps

• The Company may, from time to time, offer and sell shares under the Equity Offering Program.
• Proceeds are intended to fund future acquisitions, development, and redevelopment of healthcare facilities.
• The Company will continue to monitor and maintain appropriate accounting systems and procedures designed to determine compliance with REIT provisions of the Code.

Key Dates

Keywords

Healthcare Realty Trust, Equity Offering Program, ATM Offering, Capital Raise, Common Stock, SEC Filing, Real Estate Investment Trust, Healthcare Facilities, Dilution, Forward Sale Agreements