Form 4: Healthpeak Properties Executive Acquires LTIP Units Following Performance Milestone

Jeffrey H. Miller, General Counsel of Healthpeak Properties, reports the acquisition of LTIP Units following the satisfaction of performance conditions.

Summary

• On January 30, 2025, Jeffrey H. Miller, General Counsel of Healthpeak Properties, acquired 6,709 and 18,651 LTIP Units.
• The 6,709 LTIP Units were earned based on performance conditions related to a grant from February 10, 2022, which was later replaced on February 15, 2023, plus accrued dividend equivalent LTIP Units.
• The performance conditions were met on January 30, 2025, as determined by the Issuer's Compensation and Human Capital Committee.
• The 18,651 LTIP Units were earned based on performance conditions related to a grant from February 16, 2024, which were also met on January 30, 2025.
• These 18,651 LTIP Units vest in one-third increments annually, contingent upon continued employment.
• LTIP Units are a class of units of membership interests in Healthpeak OP, LLC, and are intended to qualify as profits interests for U.S. federal income tax purposes.
• These units can be converted into common unit membership interests in Healthpeak OP and are redeemable for cash or convertible to shares of Healthpeak Properties Common Stock on a one-for-one basis.

Sentiment

Score: 7

Explanation: The document indicates that performance targets have been met, which is generally positive. The vesting schedule also suggests a commitment to long-term value creation.

Positives

• The satisfaction of performance conditions indicates that the company is meeting its goals.
• The vesting schedule for the 18,651 LTIP Units incentivizes continued employment.

Future Outlook

The 18,651 LTIP Units granted on February 16, 2024, vest in one-third increments on each of the first, second and third anniversaries of the grant date, subject to the reporting person's continued employment through the applicable vesting date.

Industry Context

This filing is a routine disclosure of insider transactions, common in publicly traded companies. It reflects the company's compensation structure and how it incentivizes executives.

Comparison to Industry Standards

• LTIP units are a common form of executive compensation in the real estate industry, aligning management's interests with those of shareholders.
• Companies like Welltower and Ventas also utilize similar equity-based compensation plans to incentivize their executives.

Stakeholder Impact

• The acquisition of LTIP units by a key executive can positively influence shareholder confidence, as it aligns management's interests with the company's performance.

Key Dates