HEALTHPEAK PROPERTIES, INC. (DOC)

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;

45

Table of Contents

•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.

46

Table of Contents

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 and should be read in conjunction with the Consolidated Financial Statements and accompanying Notes. 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 or similar 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

[Excerpt truncated for page length; source filing is linked above.]

ITEM 7.    Management’s Discussion and Analysis of Financial Condition and Results of Operations

The information set forth in this Item 7 is intended to provide readers with an understanding of our financial condition, changes in financial condition, and results of operations. This section generally discusses the results of our operations for the year ended December 31, 2025 compared to the year ended December 31, 2024. Other than retrospective updates for changes to our reportable segments as more fully described in this Form 10-K, please refer to Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the SEC on February 4, 2025 for a discussion of the year ended December 31, 2024 compared to the year ended December 31, 2023.

The discussion below contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those which are discussed in “Item 1A, Risk Factors.” See also “Cautionary Language Regarding Forward-Looking Statements” preceding Part I.

The following discussion and analysis should be read in conjunction with our accompanying, consolidated financial statements and the notes thereto.

We will discuss and provide our analysis in the following order:

•Market Trends and Uncertainties

•Company Highlights

•Dividends

•Results of Operations

•Liquidity and Capital Resources

•Non-GAAP Financial Measures Reconciliations

•Critical Accounting Estimates

•Recent Accounting Pronouncements

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 “Item 1A, Risk Factors” in this report 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.

47

Table of Contents

Company Highlights

Real Estate Transactions

•During the year ended December 31, 2025, we completed the Gateway Crossing acquisition where we acquired 100% of a lab building in South San Francisco, California for consideration paid, net of discounts and closing costs, of $295 million and a 50% interest in a joint venture that owns five lab buildings and one other property on the same campus (the “Gateway Crossing JV”) for consideration paid, net of discounts and closing costs, of $132 million. In January 2026, we acquired the remaining 50% interest in the Gateway Crossing JV for consideration paid, net of discounts and closing costs, of $132 million, bringing our equity ownership in these six buildings to 100%.

•During the year ended December 31, 2025, we also acquired: (i) a portfolio of three outpatient medical buildings in New York for $17 million, (ii) a lab land parcel in Cambridge, Massachusetts for $20 million, (iii) nine suites within an outpatient medical building in Atlanta, Georgia for $7 million, and (iv) an outpatient medical land parcel in Huntsville, Alabama for $7 million, and (v) formed two outpatient medical development joint ventures.

•During the year ended December 31, 2025, we sold: (i) one outpatient medical land parcel for $4 million, (ii) nine outpatient medical buildings for $160 million, and (iii) a portfolio of 16 outpatient medical buildings for $182 million.

•In January 2026, we acquired the remaining 46.5% interest in the SWF SH JV for $312 million, bringing our ownership interest in the 19 senior housing properties to 100%.

•In January 2026, we acquired one lab land parcel in Cambridge, Massachusetts for $25 million.

•In January 2026, we sold four lab buildings subject to a purchase option for $68 million.

Development and Redevelopment Activities

•During the year ended December 31, 2025, the following projects were placed in service: (i) a portion of three lab development projects with total project costs of $162 million, (ii) two outpatient medical development projects with total project costs of $73 million, (iii) two lab development buildings held in our unconsolidated Callan Ridge JV of which our share of total project costs was $63 million, (iv) a portion of two outpatient medical development projects with total project costs of $32 million, (v) two lab redevelopment buildings held in our unconsolidated South San Francisco JVs of which our share of total project costs was $26 million, (vi) three lab redevelopment projects with total project costs of $23 million, (vii) a portion of two lab redevelopment projects with total project costs of $20 million, and (viii) one outpatient medical redevelopment project with total project costs of $12 million.

Financing Activities

•In February 2025, we repaid $348 million aggregate principal amount of 3.40% senior unsecured notes at maturity.

•In February 2025, we issued $500 million aggregate principal amount of 5.38% senior unsecured notes due 2035.

•In June 2025, we repaid $452 million aggregate principal amount of 4.00% senior unsecured notes at maturity.

•In August 2025, we issued $500 million aggregate principal amount of 4.75% senior unsecured notes due 2033.

•During the year ended December 31, 2025, we repurchased 5.09 million shares of our common stock under the 2024 Share Repurchase Program (as defined below) at a weighted average price of $18.50 per share for a total of $94 million.

•In January 2026, we made a $103 million early full repayment of mortgage debt secured by two life plan communities with original maturities in December 2026.

Other Activities

•In February 2025, we made a preferred equity investment in a joint venture that holds a lab campus under development in San Diego, California (the “HQ Point Preferred Equity Investment”). This investment is entitled to a preferred return, and we had committed to fund up to a total investment of $50 million, all of which was funded as of December 31, 2025.

•During the year ended December 31, 2025, we received full repayment of two seller financing loans receivable secured by senior housing assets with an aggregate principal balance of $106 million.

48

Table of Contents

•In December 2025, we confidentially submitted a draft registration statement on Form S-11 to the SEC relating to the proposed Janus Living Offering. Following the Janus Living Offering, Janus Living will be externally managed by a wholly owned indirect subsidiary of Healthpeak under the terms of a management agreement, and Healthpeak will retain a substantial majority equity interest in Janus Living, with new public shareholders owning the remaining interest. Based on the anticipated ownership share and terms of the management agreement, we expect to continue to consolidate Janus Living subsequent to the Offering. We expect to complete the Janus Living Offering in the first half of 2026, subject to market conditions, receipt of regulatory approvals, completion of related financings, completion of the SEC’s review, and other customary conditions.

Dividends

Common stock cash dividends during 2025 aggregated to $1.22 per share. Our Board of Directors declares our common stock cash dividends on a quarterly basis. Commencing in April 2025, our Board of Directors transitioned from paying the common stock cash dividend on a quarterly basis to a monthly basis. On January 4, 2026, our Board of Directors declared a monthly common stock cash dividend of $0.10167 per share for each of January, February, and March 2026, payable on January 30, 2026, February 27, 2026, and March 31, 2026, respectively, to stockholders of record as of the close of business on January 16, 2026, February 13, 2026, and March 17, 2026, respectively.

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, which are comprised of two properties previously included in our outpatient medical operating segment and one property acquired in connection with the Gateway Crossing acquisition. 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. We evaluate performance based upon property adjusted net operating income (“Adjusted NOI” or “Cash NOI”) in each segment. 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.

Non-GAAP Financial Measures

Adjusted NOI

Adjusted NOI is a non-U.S. generally accepted accounting principles (“GAAP”) supplemental financial measure used to evaluate the operating performance of real estate. Adjusted NOI represents real estate revenues (inclusive of rental and related revenues, resident fees and services, and government grant income and exclusive of interest income), less property level operating expenses; Adjusted NOI excludes all other financial statement amounts included in net income (loss) as presented in Note 16 to the Consolidated Financial Statements. Adjusted NOI eliminates the effects of straight-line rents, amortization of market lease intangibles, termination fees, operator transition costs,

[Excerpt truncated for page length; the complete text is on the linked full-MD&A page.]