NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1. Business
Overview
Healthpeak Properties, Inc., a Standard & Poor’s 500 company, is a Maryland corporation that is organized to qualify as a real estate investment trust (“REIT”) and that, together with its consolidated entities (collectively, “Healthpeak” or the “Company”), owns, operates, and develops high-quality real estate focused on healthcare discovery and delivery in the United States (“U.S.”). Healthpeak® has a diverse portfolio comprised of investments in the following reportable healthcare segments: (i) outpatient medical; (ii) lab; and (iii) senior housing.
The Company’s corporate headquarters are in Denver, Colorado, and it has additional corporate offices in California, Tennessee, Wisconsin, and Massachusetts, and property management offices in several locations throughout the U.S.
The Company is organized as an umbrella partnership REIT (“UPREIT”). Substantially all of the Company’s business is conducted through Healthpeak OP, LLC (“Healthpeak OP”). The Company is the managing member of Healthpeak OP and does not have material assets or liabilities, other than through its investment in Healthpeak OP.
On March 23, 2026, Janus Living, Inc. (“Janus Living”), a pure-play senior housing REIT, and the only U.S. publicly traded REIT whose portfolio is owned and operated under the REIT Investment Diversification and Empowerment Act of 2007 (“RIDEA”) structures, 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. During the three months ended March 31, 2026, a portion of these proceeds were utilized to fund certain other offering and transaction-related costs (see Note 20).
In connection with the Janus Living IPO, through a series of formation transactions, the Company 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, the Company 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, the Company 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 the Company holds 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 Healthpeak with voting rights that correspond to its common units. Healthpeak’s ownership of the Janus Living Class A-1 and Class A-2 common shares together provides Healthpeak with voting and economic rights of 81.6% of Janus Living. Janus Living is externally managed by Healthpeak Investment Management, LLC, an indirect subsidiary of the Company. Following the Janus Living IPO, Healthpeak continues to consolidate Janus Living.
NOTE 2. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information. Management is required to make estimates and assumptions in the preparation of financial statements in conformity with GAAP. These estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from management’s estimates.
The consolidated financial statements include the accounts of Healthpeak Properties, Inc., its wholly owned subsidiaries, joint ventures (“JVs”) that it controls, and variable interest entities (“VIEs”) in which the Company has determined it is the primary beneficiary. Intercompany transactions and balances have been eliminated upon consolidation. All adjustments (consisting of normal recurring adjustments) necessary to present fairly the Company’s financial position, results of operations, and cash flows have been included. Operating results for the three months ended March 31, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026 or any interim period. The accompanying unaudited interim financial information should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the U.S. Securities and Exchange Commission (“SEC”).
Income Taxes
The Company’s deferred tax assets are netted against deferred tax liabilities on the Consolidated Balance Sheets. The Company is required to evaluate its deferred tax assets for realizability and recognize a valuation allowance, which is recorded against its deferred tax assets, if it is more likely than not that the deferred tax assets will not be realized. The Company considers all available evidence in its determination of whether a valuation allowance for deferred tax assets is required.
In connection with the formation transactions related to the Janus Living IPO, the ownership of six senior housing communities was transferred from a taxable REIT subsidiary (“TRS”) to a non-taxable entity. This change in tax status resulted in the derecognition of certain deferred tax assets and liabilities. The net impact of this change in tax status resulted in a net tax benefit of $2 million during three months ended March 31, 2026.
Reclassifications
Certain prior period amounts have been reclassified to conform to the current year presentation. On the Consolidated Statements of Cash Flows, the Company elected to separately present the following line items instead of aggregating them into single line items: (i) increase (decrease) in deferred revenue, (ii) increase (decrease) in accounts payable, accrued liabilities, and other liabilities, (iii) amortization of non-refundable entrance fees, and (iv) amortization of above (below) market lease intangibles. These reclassifications had no impact on the Company’s consolidated financial position, results of operations, or cash flows.
Recent Accounting Pronouncements
Not Yet Adopted
Expense Disaggregation. In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), to address requests from investors for more detailed information about the types of expenses in commonly presented expense captions. ASU 2024-03 requires public companies to provide disaggregated disclosure in tabular format in the notes to financial statements of specific expenses, including but not limited to: (i) employee compensation, (ii) depreciation, and (iii) intangible asset amortization. In January 2025, the FASB issued ASU No. 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date, which clarifies that the amendments in ASU 2024-03 are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The amendments may be applied either prospectively or retrospectively. Early adoption is also permitted. The Company is evaluating the impact these ASUs will have on its disclosures.
NOTE 3. Real Estate Investments
2026 Real Estate Investment Acquisitions
SWF JV Buyout
In January 2026, the Company acquired its JV partner’s 46.5% interest in the Sovereign Wealth Fund Senior Housing JV (“SWF SH JV”) for $312 million (the “SWF JV Buyout”). As a result of the SWF JV Buyout, the Company began consolidating the 19 senior housing communities, derecognized its investment in the SWF SH JV, and recognized a gain upon change of control of $46 million, which is recorded in other income (expense), net in the Consolidated Statements of Operations. See Note 7 for further information. The fair value of the senior housing communities was based on a market approach, utilizing an agreed-upon contractual sales price, which is considered to be a Level 3 measurement within the fair value hierarchy.
Subsequent to the completion of this acquisition, the Company entered into agreements to transition the management of certain of these senior housing communities from Brookdale Senior Living (“Brookdale”) to Ciel Senior Living and Pegasus Senior Living (the “operator transition”). In connection with the operator transition, the Company incurred a termination fee of $2.5 million to Brookdale, which is recognized within transaction costs on the Consolidated Statements of Operations.
Senior Housing Portfolio Acquisitions
In March 2026, the Company 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.
Lab Land Parcel Acquisitions
During the three months ended March 31, 2026, the Company acquired two lab land parcels in Cambridge, Massachusetts for $28 million.
2025 Real Estate Investment Acquisitions
Middletown Medical Portfolio
In February 2025, the Company acquired a portfolio of three outpatient medical buildings in New York for $17 million.
100 Smith Land Parcel
In February 2025, the Company acquired a lab land parcel in Cambridge, Massachusetts for $20 million.
Gateway Crossing Acquisition
In December 2025, the Company completed the acquisition of (i) a lab building for consideration paid, net of discounts and closing costs, of $295 million and (ii) a 50% interest in a JV owning five lab buildings and one other property on the same campus in South San Francisco, California (the “Gateway Crossing JV”) for consideration paid, net of discounts and closing costs, of $132 million. As of December 31, 2025, the Company consolidated the Gateway Crossing JV as it was the managing member and had the ability to control the activities that most significantly impacted the JV’s economic performance (see Note 15). The noncontrolling JV partner had the ability to put its equity interest to the Company after the passage of a predetermined period of time. As such, the noncontrolling interest as of December 31, 2025 was recognized within redeemable noncontrolling interests on the Consolidated Balance Sheets (see Note 11). In January 2026, the Company acquired the remaining 50% interest in the Gateway Crossing JV for consideration paid, net of discounts and closing costs, of $132 million, bringing the Company’s equity ownership in these six buildings to 100%.
Other Outpatient Medical Acquisitions
During the year ended December 31, 2025, the Company acquired nine suites within an outpatient medical building in Atlanta, Georgia for $7 million and acquired an outpatient medical land parcel in Huntsville, Alabama for $7 million.
Development Activities
The Company’s commitments, which are primarily 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.
NOTE 4. Dispositions of Real Estate
2026 Dispositions of Real Estate
During the three months ended March 31, 2026, the Company sold (i) four lab buildings for $68 million, resulting in total gain on sales of $44 million, (ii) two outpatient medical buildings for $15 million, resulting in total gain on sales of $7 million, and (iii) nine suites within an outpatient medical building in Atlanta, Georgia for $7 million, resulting in an immaterial gain on sales.
2025 Dispositions of Real Estate
During the three months ended March 31, 2025, the Company had no dispositions of real estate.
During the year ended December 31, 2025, the Company 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, resulting in total gain on sales of $72 million.
Held for Sale
As of March 31, 2026, two lab buildings and two outpatient medical buildings were classified as held for sale, with a carrying value of $46 million, primarily comprised of net real estate assets. As of March 31, 2026, liabilities related to the assets held for sale were $1 million, primarily comprised of deferred revenue. As of December 31, 2025, six lab buildings and two outpatient medical buildings were classified as held for sale, with a carrying value of $81 million, primarily comprised of net real estate assets of $73 million and right-of-use assets of $7 million. As of December 31, 2025, liabilities related to the assets held for sale were $12 million, primarily comprised of lease liabilities of $9 million and deferred revenue of $3 million. Four of these lab buildings were sold during the three months ended March 31, 2026.
Impairments of Real Estate
During the three months ended March 31, 2026 and 2025, the Company did not recognize any impairment charges on its consolidated real estate assets.
NOTE 5. Leases
Lease Income
The following table summarizes the Company’s lease income (in thousands):
| | | | | | | | | | | | | | | |
| Three Months Ended
March 31, | | |
| 2026 | | 2025 | | | | |
| Fixed income from operating leases | $ | 388,228 | | | $ | 394,718 | | | | | |
| Variable income from operating leases | 150,208 | | | 143,423 | | | | | |
| | | | | | | |
Initial Direct Costs
Initial direct costs incurred in connection with successful property leasing are capitalized as deferred leasing costs and classified as investing activities in the Consolidated Statements of Cash Flows. Initial direct costs include only those costs that are incremental to the arrangement and would not have been incurred if the lease had not been obtained. Initial direct costs consist of leasing commissions paid to employees and external third party brokers and lease incentives. Initial direct costs are included in other assets in the Consolidated Balance Sheets and amortized in depreciation and amortization in the Consolidated Statements of Operations using the straight-line method over the lease term. At March 31, 2026 and December 31, 2025, the balance of net initial direct costs were $215 million and $225 million, respectively.
Straight-Line Rents
For operating leases with minimum scheduled rent increases, the Company recognizes income on a straight-line basis over the lease term when collectibility of future minimum lease payments is probable. Recognizing rental income on a straight-line basis results in a difference in the timing of revenue amounts from what is contractually due from tenants. If the Company determines that collectibility of future minimum lease payments is not probable, the accounts receivable and straight-line rent receivable balance is written off and recognized as a decrease in revenue in that period and future revenue recognition is limited to amounts contractually owed and paid. The Company does not resume recognition of income on a straight-line basis unless it determines that collectibility of future payments related to these leases is probable. For the Company’s portfolio of operating leases that are deemed probable of collection but exhibit a certain level of collectibility risk, the Company may also recognize an incremental allowance as a reduction to revenue. At March 31, 2026 and December 31, 2025, straight-line rent receivable, net of allowance, excluding amounts reported in assets held for sale, was $378 million and $373 million, respectively. Straight-line rent receivable is included in other assets in the Consolidated Balance Sheets.
NOTE 6. Loans Receivable
The following table summarizes the Company’s loans receivable (in thousands):
| | | | | | | | | | | |
| | March 31,
2026 | | December 31,
2025 |
Secured loans(1) | $ | 609,783 | | | $ | 583,460 | |
| Mezzanine loans | 42,959 | | | 47,690 | |
| Unamortized discounts and fees | (11,804) | | | (13,785) | |
| Reserve for loan losses | (9,290) | | | (11,345) | |
| Loans receivable, net | $ | 631,648 | | | $ | 606,020 | |
_______________________________________(1)At March 31, 2026 and December 31, 2025, the Company had $85 million and $99 million, respectively, of remaining commitments to fund additional principal on loans for outpatient medical and lab capital expenditure projects.
Sunrise Senior Housing Portfolio Seller Financing
In conjunction with the sale of a portfolio of Senior Housing Operating Property (“SHOP”) facilities in January 2021, the Company provided the buyer with financing secured by the buyer’s equity ownership in each property, which was refinanced in February 2024. In August 2025, the Company received full repayment of the $58 million outstanding balance of this seller financing.
Other SHOP Seller Financing
In conjunction with another SHOP portfolio sale in January 2021, the Company provided the buyer with financing secured by the buyer’s equity ownership in each property. This secured loan matured in January 2025, at which time the Company received full repayment of the $48 million outstanding balance of this seller financing.
Outpatient Medical Seller Financing
In conjunction with the sale of 59 outpatient medical buildings for $674 million in July 2024 and two outpatient medical buildings for $23 million in November 2024, the Company provided the buyer with a mortgage loan secured by the real estate sold for $405 million and $14 million, respectively. The remainder of the sales price was received in cash at the time of sales. The seller financing has an initial term that matures in July 2026 and includes two 12-month extension options. The interest rate on the seller financing is fixed at 6.0% for the initial term and increases to 6.5% during the optional extension periods. The Company also received a $1 million loan origination fee in connection with the loan, which is being recognized in interest income over the remaining term of the loan. In connection with this seller financing, the Company reduced the gain on sales of real estate and recognized a mark-to-market discount of $21 million during the year ended December 31, 2024. This discount is based on the difference between the stated interest rate and the corresponding prevailing market rate as of the transaction date. The discount is recognized as interest income over the term of the discounted loan using the effective interest rate method. During each of the three months ended March 31, 2026 and 2025, the Company recognized $2 million of non-cash interest income related to the amortization of this mark-to-market discount. As of March 31, 2026 and December 31, 2025, the unamortized mark-to-market discount was $10 million and $12 million, respectively.
Loans Receivable Activity
The following is a summary of the Company’s loans receivable activity for the periods presented (in thousands):
| | | | | | | | | | | |
| | Secured Loans | | Mezzanine Loans |
| Loans receivable as of December 31, 2024 | $ | 638,482 | | | $ | 50,314 | |
| Add: Advances on and acquisitions of loans receivable | 87,648 | | | 4,756 | |
Less: Receipts on loans receivable and other reductions | (142,670) | | | (7,380) | |
| Loans receivable as of December 31, 2025 | 583,460 | | | 47,690 | |
| Add: Advances on and acquisitions of loans receivable | 26,523 | | | 109 | |
Less: Receipts on loans receivable and other reductions | (200) | | | (4,840) | |
| Loans receivable as of March 31, 2026 | $ | 609,783 | | | $ | 42,959 | |
Loans Receivable Internal Ratings
In connection with the Company’s quarterly review process or upon the occurrence of a significant event, loans receivable are reviewed and assigned an internal rating of Performing, Watch List, or Workout. Loans receivable that are deemed Performing meet all present contractual obligations, and collection and timing, of all amounts owed is reasonably assured. Watch List loans receivable are defined as loans receivable that do not meet the definition of Performing or Workout. Workout loans receivable are defined as loans receivable in which the Company has determined, based on current information and events, that: (i) it is probable it will be unable to collect all amounts due according to the contractual terms of the agreement, (ii) the borrower is delinquent on making payments under the contractual terms of the agreement, and (iii) the Company has commenced action or anticipates pursuing action in the near term to seek recovery of its investment.
The following table summarizes, by year of origination, the Company’s internal ratings for loans receivable, net of unamortized discounts, fees, and reserves for loan losses, as of March 31, 2026 (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Investment Type | | Year of Origination(1) | | Total |
| 2026 | | 2025 | | 2024 | | 2023 | | 2022 | | Prior | |
| Secured loans | | | | | | | | | | | | | | |
| Risk rating: | | | | | | | | | | | | | | |
| Performing loans | | $ | 9,776 | | | $ | 52,261 | | | $ | 459,273 | | | $ | 40,374 | | | $ | 32,895 | | | $ | — | | | $ | 594,579 | |
| Watch list loans | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
| Workout loans | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
| Total secured loans | | $ | 9,776 | | | $ | 52,261 | | | $ | 459,273 | | | $ | 40,374 | | | $ | 32,895 | | | $ | — | | | $ | 594,579 | |
| Current period gross write-offs | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | |
| Current period recoveries | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
| Current period net write-offs | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | |
| Mezzanine loans | | | | | | | | | | | | | | |
| Risk rating: | | | | | | | | | | | | | | |
| Performing loans | | $ | — | | | $ | 4,293 | | | $ | 13,343 | | | $ | — | | | $ | 3,279 | | | $ | 16,154 | | | $ | 37,069 | |
| Watch list loans | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
| Workout loans | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
| Total mezzanine loans | | $ | — | | | $ | 4,293 | | | $ | 13,343 | | | $ | — | | | $ | 3,279 | | | $ | 16,154 | | | $ | 37,069 | |
| Current period gross write-offs | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | |
| Current period recoveries | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
| Current period net write-offs | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | |
_______________________________________
(1)Additional fundings under existing loans are included in the year of origination of the initial loan.
Reserve for Loan Losses
The Company evaluates the liquidity and creditworthiness of its borrowers on a quarterly basis to determine whether any updates to the future expected losses recognized upon inception are necessary. The Company’s evaluation considers payment history and current credit status, industry conditions, current economic conditions, forecasted economic conditions, individual and portfolio property performance, credit enhancements, liquidity, and other factors. Future economic conditions are based primarily on near-term economic forecasts from the Federal Reserve and reasonable assumptions for long-term economic trends. The determination of loan losses also considers concentration of credit risk associated with the senior housing, outpatient medical, and lab industries to which its loans receivable relate. The Company’s borrowers furnish property, portfolio, and guarantor/operator-level financial statements, among other information, on a monthly or quarterly basis; the Company utilizes this financial information to calculate the debt service coverages in its assessment of internal ratings that it uses as a primary credit quality indicator. Debt service coverage information is evaluated together with other property, portfolio, and operator performance information, including revenue, expense, net operating income, occupancy, rental rate, reimbursement trends, capital expenditures, and EBITDA (defined as earnings before interest, tax, and depreciation and amortization), underlying collateral value (as applicable), along with other liquidity measures. The Company evaluates, on a quarterly basis or immediately upon a significant change in circumstance, its borrowers’ ability to service their obligations with the Company.
The following table summarizes the Company’s reserve for loan losses (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | March 31, 2026 | | December 31, 2025 |
| | Secured Loans | | Mezzanine Loans | | | | Total | | Secured Loans | | Mezzanine Loans | | | | Total |
| Reserve for loan losses, beginning of period | $ | 4,750 | | | $ | 6,595 | | | | | $ | 11,345 | | | $ | 5,574 | | | $ | 4,925 | | | | | $ | 10,499 | |
| | | | | | | | | | | | | | | |
| Provision for expected loan losses on funded loans receivable | (727) | | | (1,164) | | | | | (1,891) | | | 908 | | | 2,215 | | | | | 3,123 | |
| Expected loan losses (recoveries) related to loans sold or repaid | — | | | (164) | | | | | (164) | | | (1,732) | | | (545) | | | | | (2,277) | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| Reserve for loan losses, end of period | $ | 4,023 | | | $ | 5,267 | | | | | $ | 9,290 | | | $ | 4,750 | | | $ | 6,595 | | | | | $ | 11,345 | |
Additionally, at March 31, 2026 and December 31, 2025, a liability of $0.9 million and $1.1 million, respectively, related to expected credit losses for unfunded loan commitments was included in accounts payable, accrued liabilities, and other liabilities.
The change in the reserve for expected loan losses during the three months ended March 31, 2026 is primarily due to (i) changes in operating performance and fair values of the underlying collateral of the Company’s loans receivable and (ii) recoveries related to a loan repayment during the three months ended March 31, 2026, partially offset by reserves recognized on a new secured loan executed during the three months ended March 31, 2026.
NOTE 7. Investments in Unconsolidated Joint Ventures
The Company owns interests in the following entities that are accounted for under the equity method (dollars in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Carrying Amount |
| | | | | | | | | March 31, | | December 31, |
Entity(1) | | Segment | | Property Count(2) | | Ownership %(2) | | 2026 | | 2025 |
South San Francisco JVs(3) | | Lab | | 7 | | 70 | | $ | 284,636 | | | $ | 285,387 | |
| | | | | | | | | | |
| Callan Ridge JV | | Lab | | 2 | | 35 | | 74,242 | | | 74,369 | |
HQ Point Preferred Equity Investment(2) | | Other | | 2 | | 36 | | 55,473 | | | 53,859 | |
BX JV I and II(4) | | Outpatient medical | | 6 | | 20 | | 43,387 | | | — | |
| Lab JV | | Lab | | 1 | | 49 | | 31,032 | | | 31,406 | |
PMAK JV(2) | | Outpatient medical | | 59 | | 12 | | 19,211 | | | 21,711 | |
Needham Land Parcel JV(2) | | Lab | | — | | 38 | | 12,917 | | | 12,453 | |
Outpatient Medical JVs(5) | | Outpatient medical | | 2 | | 20 - 67 | | 7,262 | | | 7,177 | |
| Davis JV | | Outpatient medical | | 19 | | 48 | | 2,194 | | | 3,530 | |
SWF SH JV(6) | | Senior housing | | — | | — | | — | | | 312,709 | |
| | | | | | | | $ | 530,354 | | | $ | 802,601 | |
_______________________________________
(1)These entities are not consolidated because the Company does not control, through voting rights or other means, the JVs.
(2)Property counts and ownership percentages are as of March 31, 2026. Land held for development and the properties underlying the PMAK JV and HQ Point Preferred Equity Investment are excluded from the Company’s total property count.
(3)Includes multiple unconsolidated lab JVs in South San Francisco, California in which the Company holds a 70% ownership percentage in each JV. The Company is entitled to a preferred return, a promote, and certain fees in exchange for development and asset management services provided to these joint ventures when certain conditions are met. These JVs have been aggregated herein due to similarity of the investments and operations.
(4)Includes two unconsolidated outpatient medical JVs in which the Company holds a 20% ownership percentage in each JV. These JVs have been aggregated herein due to similarity of the investments and operations.
(5)Includes two unconsolidated outpatient medical JVs in which the Company holds an ownership percentage as follows: (i) Ventures IV (20%) and (ii) Suburban Properties, LLC (67%). These joint ventures have been aggregated herein due to similarity of the investments and operations.
(6)As of December 31, 2025, the Company held a 53.5% ownership interest in the SWF SH JV that was comprised of 19 senior housing communities prior to the SWF SH JV Buyout, as described below.
SWF SH JV Buyout
As of December 31, 2025, the Company held a 53.5% ownership interest in the SWF SH JV. In January 2026, the Company acquired its JV partner’s 46.5% interest for $312 million, resulting in consolidation of the 19 senior housing communities (see Note 3).
Blackstone (“BX”) JV I and II
In March 2026, the Company sold an 80% interest in six outpatient medical buildings to a third party for net proceeds of $163 million and formed two JVs. Following the transaction, the Company does not control the JVs through its voting rights, resulting in the Company deconsolidating the assets, recognizing its retained 20% investment in the JVs at fair value, and accounting for its investment using the equity method. The fair value of the Company’s retained investment at the time of the transaction was based on a market approach, utilizing an agreed-upon contractual sales price, which is considered to be a Level 3 measurement within the fair value hierarchy. During the three months ended March 31, 2026, the Company recognized a gain upon change of control of $92 million, which is recognized within other income (expense), net in the Consolidated Statements of Operations.
HQ Point Preferred Equity Investment
In February 2025, the Company made a preferred equity investment in a joint venture that holds a lab campus under development in San Diego, California. This investment is entitled to a preferred return, and the Company committed to fund up to a total investment of $50 million, all of which had been funded as of December 31, 2025.
NOTE 8. Intangibles
Intangible assets primarily consist of lease-up intangibles and above market lease intangibles. The following table summarizes the Company’s intangible lease assets (dollars in thousands):
| | | | | | | | | | | | | | |
| Intangible lease assets | | March 31,
2026 | | December 31,
2025 |
Gross intangible lease assets(1) | | $ | 1,424,445 | | | $ | 1,377,039 | |
Accumulated depreciation and amortization(2) | | (665,950) | | | (722,523) | |
| Intangible assets | | $ | 758,495 | | | $ | 654,516 | |
| | | | |
| Weighted average remaining amortization period in years | | 5 | | 5 |
_______________________________________
(1)As of March 31, 2026 and December 31, 2025, includes $1.38 billion and $1.33 billion, respectively, of gross lease-up intangibles and $42 million and $43 million, respectively, of gross above market lease intangibles.
(2)As of March 31, 2026 and December 31, 2025, includes $648 million and $705 million, respectively, of accumulated depreciation and amortization on lease-up intangibles and $18 million and $17 million, respectively, of accumulated depreciation and amortization on above market lease intangibles.
Intangible liabilities consist of below market lease intangibles. The following table summarizes the Company’s intangible lease liabilities (dollars in thousands):
| | | | | | | | | | | | | | |
| Intangible lease liabilities | | March 31,
2026 | | December 31,
2025 |
| Gross intangible lease liabilities | | $ | 286,330 | | | $ | 316,197 | |
| Accumulated depreciation and amortization | | (121,970) | | | (142,500) | |
| Intangible liabilities | | $ | 164,360 | | | $ | 173,697 | |
| | | | |
| Weighted average remaining amortization period in years | | 9 | | 9 |
During the three months ended March 31, 2026, in conjunction with the Company’s acquisitions of real estate, the Company acquired $189 million of intangible assets with a weighted average amortization period at acquisition of three years. Other activity during the three months ended March 31, 2026 includes the write-off of fully depreciated assets.
During the year ended December 31, 2025, in conjunction with the Company’s acquisitions of real estate, the Company acquired $137 million of intangible assets with a weighted average amortization period at acquisition of seven years and $31 million of intangible liabilities with a weighted average amortization period at acquisition of eight years.
Goodwill
At March 31, 2026 and December 31, 2025, goodwill was allocated to the Company’s segment assets as follows (in thousands):
| | | | | | | | | | | | | | |
Segment | | March 31,
2026 | | December 31,
2025 |
Outpatient medical | | $ | 64,680 | | | $ | 64,680 | |
| Senior housing | | 3,849 | | | 3,849 | |
| | | | |
| | | | |
| | $ | 68,529 | | | $ | 68,529 | |
NOTE 9. Debt
Healthpeak OP, the Company’s consolidated operating subsidiary, is the borrower under, and the Company, DOC DR Holdco, and DOC DR OP Sub are the guarantors of, the Revolving Facility, 2027 Term Loans, 2029 Term Loan, 2031 Term Loan, Commercial Paper Program (each as defined below), and senior unsecured notes issued by the Company. DOC DR OP Sub is the borrower under, and the Company, Healthpeak OP, and DOC DR Holdco are guarantors of, the 2028 Term Loan (as defined below) and certain senior unsecured notes assumed by the Company. Guarantees of senior unsecured notes are full and unconditional and applicable to existing and future senior unsecured notes.
Janus Living Credit Facilities
Concurrent with the completion of the Janus Living IPO, Janus Living entered into a credit agreement that provides for a $500 million revolving credit facility (the “Janus Living Revolving Credit Facility”) and $100 million delayed-draw term loan facility (the “Janus Living Term Loan” and, together with the Janus Living Revolving Credit Facility, the “Janus Living Credit Facilities”). Janus Living has the option to increase commitments under the Janus Living Credit Facilities and/or obtain incremental term loans so long as the aggregate principal amount does not exceed $1.5 billion, subject to customary requirements. The Janus Living Revolving Credit Facility matures in March 2030 with two six-month extension periods available, subject to certain conditions. The Janus Living Term Loan is available to be drawn until December 2026 and matures in March 2031. Borrowings under the Janus Living Revolving Credit Facility and Janus Living Term Loan bear interest at SOFR plus 105 and 110 basis points, respectively, based on Janus Living’s current leverage-based pricing grid. Janus Living also pays a facility fee on the entire revolving commitment that depends on its current leverage-based pricing grid, which was 0.15% as of March 31, 2026. As of March 31, 2026, total unamortized debt issuance costs for the Janus Living Credit Facilities were $2 million, which are recognized in other assets on the Combined and Consolidated Balance Sheets. As of March 31, 2026, no principal had been drawn on either the Janus Living Revolving Credit Facility or the Janus Living Term Loan.
The Janus Living Credit Facilities are subject to certain financial restrictions and other customary requirements, including financial covenants and cross-default provisions to other indebtedness. Among other things, these covenants, using terms defined in the applicable agreement: (i) limit the ratio of Enterprise Total Indebtedness to Enterprise Gross Asset Value to 60%; (ii) limit the ratio of Enterprise Secured Debt to Enterprise Gross Asset Value to 40%; (iii) limit the ratio of Enterprise Unsecured Debt to Enterprise Unencumbered Asset Value to 60%; (iv) require a minimum Fixed Charge Coverage Ratio of 1.5 times; (v) require a minimum Consolidated Tangible Net Worth of at least the sum of (x) $2.04 billion as of the end of any fiscal quarter plus (y) an amount equal to 75% of the net proceeds received from any equity offerings after the closing date; and (vi) require a minimum Unsecured Interest Coverage Ratio of 1.75 times. The Company believes Janus Living was in compliance with each of these covenants at March 31, 2026.
Bank Line of Credit and Term Loans
Revolving Facility
As of March 31, 2026, the Company’s unsecured revolving line of credit facility had aggregate commitments of $3.0 billion and matures on January 19, 2029, which may be further extended pursuant to two six-month extension options, subject to certain customary conditions (the “Revolving Facility”). Borrowings under the Revolving Facility accrue interest at the applicable interest rate benchmark, SOFR, plus a margin that depends on the credit ratings of the Company’s senior unsecured long-term debt. In October 2025, the Company executed an amendment to the Revolving Facility to, among other immaterial changes, remove a 10 basis point adjustment related to SOFR transition from the determination of the margin. The Company also pays a facility fee on the entire revolving commitment that depends on its credit ratings. Based on the Company’s credit ratings at March 31, 2026, the margin on the Revolving Facility was 0.78% and the facility fee was 0.15%. The Revolving Facility includes a feature that allows the Company to increase the borrowing capacity by an aggregate amount of up to $750 million, subject to securing additional commitments. At each of March 31, 2026 and December 31, 2025, the Company had no balance outstanding under the Revolving Facility.
Term Loan Agreement
The Company previously entered into a term loan agreement (as amended or modified, the “Term Loan Agreement”) that provided a maximum incremental borrowing capacity of $1.5 billion. As of March 31, 2026, the Company had borrowed (i) $500 million principal balance (the “2027 Term Loans”), of which $250 million matures on February 22, 2027 with one option to extend for a one-year period subject to certain customary conditions and $250 million matures on August 22, 2027 with no option to extend, and (ii) an aggregate principal amount of $750 million that matures on February 28, 2029 (the “2029 Term Loan”).
In October 2025, the Company executed an amendment to the Term Loan Agreement to remove a 10 basis point adjustment related to SOFR transition from the determination of the margin.
In March 2026, concurrent with the closing of the Janus Living IPO, the Company executed an amendment to the Term Loan Agreement pursuant to which (i) the applicable lenders provided their consent to the Janus Living IPO and the other transactions consummated in connection therewith, (ii) the maximum incremental borrowing capacity under the Term Loan Agreement was increased from $1.5 billion to $2.0 billion, (iii) the Company obtained senior unsecured delayed draw term loan commitments in an aggregate principal amount of $400 million (the “2031 Term Loan”). The 2031 Term Loan is available to be drawn through December 2026 and has a stated maturity of five years. As of March 31, 2026, the Company had no balance outstanding under the 2031 Term Loan.
As of March 31, 2026, the unused borrowing capacity under the Term Loan Agreement was $750 million. At each of March 31, 2026 and December 31, 2025, the Company had $1.25 billion of loans outstanding under the Term Loan Agreement.
Loans outstanding under the 2027 Term Loans accrue interest at Term SOFR plus a margin that depends on the credit ratings of the Company’s senior unsecured long-term debt. The 2027 Term Loans also include a sustainability-linked pricing component whereby the applicable margin under the 2027 Term Loans may be reduced by 0.01% based on the Company’s achievement of specified sustainability-linked metrics. Based on the Company’s credit ratings as of March 31, 2026, and inclusive of achievement of a sustainability-linked metric, the margin on the 2027 Term Loans was 0.84%.
The Company has two forward-starting interest rate swap instruments that are designated as cash flow hedges (see Note 17). The 2027 Term Loans associated with these interest rate swap instruments are reported as fixed rate debt due to the Company having effectively established a fixed interest rate for the underlying debt instruments. Based on the Company’s credit ratings as of March 31, 2026, the 2027 Term Loans had a blended fixed effective interest rate of 3.65%, inclusive of the impact of these interest rate swap instruments and amortization of the related debt issuance costs.
Loans outstanding under the 2029 Term Loan accrue interest at Daily SOFR plus a margin that depends on the credit ratings of the Company’s senior unsecured long-term debt. Based on the Company’s credit ratings as of March 31, 2026, the margin on the 2029 Term Loan was 0.85%.
The Company has forward-starting interest rate swap instruments that are designated as cash flow hedges (see Note 17). The 2029 Term Loan associated with these interest rate swaps is reported as fixed rate debt due to the Company having effectively established a fixed interest rate for the underlying debt instruments. Based on the Company’s credit ratings as of March 31, 2026, the 2029 Term Loan had a blended fixed effective interest rate of 4.56%, inclusive of the impact of these interest rate swap instruments and amortization of the related debt issuance costs.
Loans outstanding under the 2031 Term Loan accrue interest at Daily SOFR plus a margin of 70 to 155 basis point per annum that depends on the credit ratings of the Company’s senior unsecured long-term debt.
As of March 31, 2026, the Company also had assumed senior unsecured term loans in an aggregate principal amount of $400 million (the “2028 Term Loan”) that mature in May 2028. Loans outstanding under the 2028 Term Loan bear interest at an annual rate equal to (i) the applicable margin, plus (ii) Daily SOFR. In October 2025, the Company executed an amendment to the 2028 Term Loan to remove a 10 basis point adjustment related to SOFR transition from the determination of the margin. The applicable margin under the 2028 Term Loan ranges from 0.85% to 1.65% for Daily SOFR loans and is based on the Company’s and Healthpeak OP’s credit ratings. Based on the Company’s credit ratings as of March 31, 2026, the margin on the 2028 Term Loan was 0.90%.
The Company has three interest rate swap instruments that are designated as cash flow hedges. The 2028 Term Loan associated with these interest rate swap instruments is reported as fixed rate debt due to the Company having effectively established a fixed interest rate for the underlying debt instruments. Based on DOC DR OP Sub’s credit ratings as of March 31, 2026, the 2028 Term Loan had a blended fixed effective interest rate of 4.35%, inclusive of the impact of these interest rate swap instruments and amortization of the related premium. See also Note 17 for a discussion of the impact of the related interest rate swap instruments.
The Revolving Facility, 2027 Term Loans, 2028 Term Loan, 2029 Term Loan, and 2031 Term Loan are subject to certain financial restrictions and other customary requirements, including financial covenants and cross-default provisions to other indebtedness. Among other things, these covenants, using terms defined in the applicable agreement: (i) limit the ratio of Enterprise Total Indebtedness to Enterprise Gross Asset Value to 60%; (ii) limit the ratio of Enterprise Secured Debt to Enterprise Gross Asset Value to 40%; (iii) limit the ratio of Enterprise Unsecured Debt to Enterprise Unencumbered Asset Value to 60%; (iv) require a minimum Fixed Charge Coverage ratio of 1.5 times; and (v) require a minimum Consolidated Tangible Net Worth of $7.7 billion. The Company believes it was in compliance with each of these covenants at March 31, 2026.
Commercial Paper Program
The Company has an unsecured commercial paper program (the “Commercial Paper Program”). Under the terms of the Commercial Paper Program, the Company may issue, from time to time, short-term unsecured notes with varying maturities. Amounts available under the Commercial Paper Program may be borrowed, repaid, and re-borrowed from time to time. At each of March 31, 2026 and December 31, 2025, the maximum aggregate face or principal amount that could be outstanding at any one time was $2.0 billion. Amounts borrowed under the Commercial Paper Program will be sold on terms that are customary for the U.S. commercial paper market and will be at least equal in right of payment with all of the Company’s other unsecured and unsubordinated indebtedness. The Company uses its Revolving Facility as a liquidity backstop for the repayment of short-term unsecured notes issued under the Commercial Paper Program. During each of the three months ended March 31, 2026 and 2025, the Company recognized $2 million of interest expense related to fees and amortization of debt issuance costs in connection with its Commercial Paper Program and Revolving Facility. At March 31, 2026, the Company had $1.8 billion notes outstanding under the Commercial Paper Program, with original maturities of approximately 28 days and a weighted average interest rate of 4.14%. At December 31, 2025, the Company had $1.1 billion of notes outstanding under the Commercial Paper Program, with original maturities of approximately 39 days and a weighted average interest rate of 4.02%.
Senior Unsecured Notes
At each of March 31, 2026 and December 31, 2025, the Company had senior unsecured notes outstanding with an aggregate principal balance of $6.9 billion. The senior unsecured notes contain certain covenants including limitations on debt, maintenance of unencumbered assets, cross-acceleration provisions, and other customary terms. The Company believes it was in compliance with these covenants at March 31, 2026.
During the three months ended March 31, 2026, there were no issuances, repurchases, or redemptions of senior unsecured notes.
The following table summarizes the Company’s senior unsecured note issuances for the year ended December 31, 2025 (dollars in thousands):
| | | | | | | | | | | | | | | | | | | | |
| Issue Date | | Amount | | Coupon Rate(1) | | Maturity Year |
| February 14, 2025 | | $ | 500,000 | | | 5.38 | % | | 2035 |
| August 14, 2025 | | 500,000 | | | 4.75 | % | | 2033 |
_______________________________________
(1)The effective interest rate, which includes amortization of debt discounts and debt issuance costs, is 5.56% for the senior unsecured notes issued in February 2025 and 5.02% for the senior unsecured notes issued in August 2025.
The following table summarizes the Company’s senior unsecured note repayments for the year ended December 31, 2025 (dollars in thousands):
| | | | | | | | | | | | | | | | | | | | |
Repayment Date | | Amount | | Coupon Rate(1) | | Maturity Year |
| February 3, 2025 | | $ | 348,194 | | | 3.40 | % | | 2025 |
| June 2, 2025 | | 451,806 | | | 4.00 | % | | 2025 |
_______________________________________
(1)The effective interest rate, which includes amortization of debt discounts and debt issuance costs, was 3.58% for the senior unsecured notes repaid in February 2025 and 4.19% for the senior unsecured notes repaid in June 2025.
Mortgage Debt
At March 31, 2026 and December 31, 2025, the Company had $246 million and $349 million, respectively, in aggregate principal of mortgage debt outstanding. At March 31, 2026, this mortgage debt was secured by 18 outpatient medical buildings, with an aggregate carrying value of $553 million. At December 31, 2025, this mortgage debt was secured by 18 outpatient medical buildings and two senior housing communities, with an aggregate carrying value of $747 million.
Mortgage debt generally requires monthly principal and interest payments, is collateralized by real estate assets, and is non-recourse. Mortgage debt also typically requires maintenance of the assets in good condition, includes conditions to obtain lender consent to enter into or terminate material leases, requires insurance on the assets, requires payment of real estate taxes, restricts transfer of the encumbered assets and repayment of the loan, and prohibits additional liens. Some of the mortgage debt may require tenants or operators to maintain compliance with the applicable leases or operating agreements of such real estate assets.
During the three months ended March 31, 2026 and 2025, the Company made aggregate principal repayments of mortgage debt of $102 million and $5 million, respectively. Included in the $102 million aggregate principal payments of mortgage debt for the three months ended March 31, 2026 was a $102 million early full principal repayment of mortgage debt secured by two senior housing communities with original maturities in December 2026. The Company also paid $1 million of accrued interest and prepayment penalties. During the three months ended March 31, 2026, the Company recognized a $400 thousand loss on debt extinguishment related to this early repayment. Included in the $5 million of aggregate principal payments of mortgage debt for the three months ended March 31, 2025 was a $4 million full principal repayment of mortgage debt secured by one outpatient medical building that matured in March 2025.
The Company has $142 million of mortgage debt secured by a portfolio of 13 outpatient medical buildings with original maturities in April 2026, which, upon maturity, were extended to June 2026. In April 2022, the Company terminated its existing interest rate cap instruments associated with this variable rate mortgage debt and entered into two interest rate swap instruments that were designated as cash flow hedges and matured in May 2026 (see Note 17). The variable rate mortgage debt associated with these interest rate swap instruments is reported as fixed rate debt due to the Company having effectively established a fixed interest rate for the underlying debt instrument.
Debt Maturities
The following table summarizes the Company’s stated debt maturities and scheduled principal repayments at March 31, 2026 (dollars in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Senior Unsecured Notes(3) | | Mortgage Debt(4) | | |
| Year | | Bank Line of Credit(1) | | Commercial Paper(1)(2) | | Term Loans | | Amount | | Interest Rate(5) | | Amount | | Interest Rate(5) | | Total |
| 2026 | | $ | — | | | $ | — | | | $ | — | | | $ | 650,000 | | | 3.40 | % | | $ | 242,768 | | | 5.35 | % | | $ | 892,768 | |
| 2027 | | — | | | — | | | 500,000 | | | 850,000 | | | 3.23 | % | | 842 | | | 4.70 | % | | 1,350,842 | |
| 2028 | | — | | | — | | | 400,000 | | | 850,000 | | | 3.53 | % | | 2,775 | | | 3.77 | % | | 1,252,775 | |
| 2029 | | — | | | 1,751,409 | | | 750,000 | | | 650,000 | | | 3.65 | % | | — | | | — | % | | 3,151,409 | |
| 2030 | | — | | | — | | | — | | | 750,000 | | | 3.14 | % | | — | | | — | % | | 750,000 | |
| Thereafter | | — | | | — | | | — | | | 3,150,000 | | | 5.08 | % | | — | | | — | % | | 3,150,000 | |
| | | — | | | 1,751,409 | | | 1,650,000 | | | 6,900,000 | | | | | 246,385 | | | | | 10,547,794 | |
| Premiums, (discounts), and debt issuance costs, net | | — | | | — | | | (4,269) | | | (120,829) | | | | | 76 | | | | | (125,022) | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | $ | — | | | $ | 1,751,409 | | | $ | 1,645,731 | | | $ | 6,779,171 | | | | | $ | 246,461 | | | | | $ | 10,422,772 | |
_______________________________________
(1)As of March 31, 2026, total unamortized debt issuance costs for the Revolving Facility and Commercial Paper Program were $15 million, which are recognized in other assets on the Consolidated Balance Sheets.
(2)Commercial Paper Program borrowings are backstopped by the availability under the Revolving Facility. As such, the Company calculates the weighted average remaining term of its Commercial Paper Program borrowings using the maturity date of the Revolving Facility.
(3)Effective interest rates on the senior unsecured notes range from 1.54% to 6.87% with a weighted average effective interest rate of 4.16% and a weighted average maturity of approximately 4 years.
(4)Effective interest rates on the mortgage debt range from 3.77% to 6.36% with a weighted average effective interest rate of 5.33% and a weighted average maturity of approximately 5 months. These interest rates include the impact of designated interest rate swap instruments, which effectively fix the interest rate on certain variable rate debt.
(5)Represents the weighted-average effective interest rate as of the end of the applicable period, including amortization of debt premiums (discounts) and debt issuance costs.
Additionally, as of March 31, 2026, the Company had 15 outstanding letter of credit obligations totaling $14 million.
NOTE 10. Commitments and Contingencies
Legal Proceedings
From time to time, the Company is a party to legal proceedings, lawsuits and other claims that arise in the ordinary course of the Company’s business. The Company is not aware of any legal proceedings or claims that it believes may have, individually or taken together, a material adverse effect on the Company’s financial condition, results of operations, or cash flows. The Company’s policy is to expense legal costs as they are incurred.
DownREITs and Other Partnerships
In connection with the formation of certain limited liability companies (“DownREITs”), members may contribute appreciated real estate to a DownREIT in exchange for DownREIT units. These contributions are generally tax-deferred, so that the pre-contribution gain related to the property is not taxed to the member. However, if a contributed property is later sold by the DownREIT, the unamortized pre-contribution gain that exists at the date of sale is specifically allocated and taxed to the contributing members. In many of the DownREITs, the Company has entered into indemnification agreements with those members who contributed appreciated property into the DownREIT. Under these indemnification agreements, if any of the appreciated real estate contributed by the members is sold by the DownREIT in a taxable transaction within a specified number of years, the Company will reimburse the affected members for the federal and state income taxes associated with the pre-contribution gain that is specially allocated to the affected member under the Internal Revenue Code (“make-whole payments”). These make-whole payments include a tax gross-up provision. As of March 31, 2026, the Company had indemnification agreements on a total of 28 properties within its DownREITs.
Additionally, the Company owns a 49% interest in the Lab JV (see Note 7). If the property in the joint venture is sold in a taxable transaction, the Company is generally obligated to indemnify its joint venture partner for its federal and state income taxes associated with the gain that existed at the time of the contribution to the joint venture.
Minimum Liquid Reserve (“MLR”)
For the Company’s life plan communities, which are a form of senior housing that offer a full continuum of care and operate under an entrance fee model, state licensing authorities require the Company to maintain MLR balances in escrow accounts based upon certain financial calculations. This requirement mitigates the risk of a community failure, whereby the Company would be obligated to repay the balance of entrance fees to its residents. The reserve balance required by these state licensing authorities at March 31, 2026 was $96 million, which was met through $68 million of restricted cash held in escrow and $28 million of promissory notes. These promissory notes are issued between the Company and certain of its operating subsidiaries, which represents intercompany activity that is eliminated in the Consolidated Financial Statements.
NOTE 11. Equity and Redeemable Noncontrolling Interests
Dividends
On April 6, 2026, the Company’s Board of Directors declared a monthly common stock cash dividend of $0.10167 per share for each of April, May, and June 2026, payable on April 30, 2026, May 29, 2026, and June 26, 2026, respectively, to stockholders of record as of the close of business on April 17, 2026, May 18, 2026, and June 15, 2026, respectively.
During each of the three months ended March 31, 2026 and 2025, the Company declared and paid common stock cash dividends of $0.305 per share.
At-The-Market Equity Offering Program
The Company’s at-the-market equity offering program (the “ATM Program”) was most recently amended in February 2025 to add certain banks as sales agents, a forward seller, and a forward purchaser under the ATM 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 (i) by the Company through a consortium of banks acting as sales agents or directly to the banks acting as principals or (ii) by a consortium of banks acting as forward sellers on behalf of any forward purchasers pursuant to a forward sale agreement (each, an “ATM forward contract”). The use of ATM forward contracts allows the Company to lock in a share price on the sale of shares at the time the ATM forward contract becomes effective, but defer receiving the proceeds from the sale of shares until a later date.
ATM forward contracts generally have a one- to two-year term. At any time during the term, the Company may settle a forward sale by delivery of physical shares of common stock to the forward seller or, at the Company’s election, in cash or net shares. The forward sale price the Company expects to receive upon settlement of outstanding ATM forward contracts will be the initial forward price established upon the effective date, subject to adjustments for: (i) accrued interest, (ii) the forward purchasers’ stock borrowing costs, and (iii) certain fixed price reductions during the term of the ATM forward contract.
At March 31, 2026, $1.5 billion of the Company’s common stock remained available for sale under the ATM Program.
ATM Forward Contracts
During each of the three months ended March 31, 2026 and 2025, the Company did not utilize the forward provisions under the ATM Program.
ATM Direct Issuances
During each of the three months ended March 31, 2026 and 2025, there were no direct issuances of shares of common stock under the ATM Program.
Share Repurchase Programs
On July 24, 2024, the Company’s Board of Directors approved a share repurchase program (the “2024 Share Repurchase Program”) to supersede and replace the Company’s previous share repurchase program. Under the 2024 Share Repurchase Program, the Company may acquire shares of its 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 Securities Exchange Act of 1934, as amended (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 the Company’s 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, 2025, the Company repurchased 1.15 million shares of its common stock under the 2024 Share Repurchase Program at a weighted average price of $19.45 per share for a total of $22 million. 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 remained available for the repurchase of the Company’s common stock under the 2024 Share Repurchase Program.
In April 2026, the Company repurchased 5.95 million shares of its 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 the Company’s common stock remained available for the repurchase under the 2024 Share Repurchase Program.
Accumulated Other Comprehensive Income (Loss)
The following table summarizes the Company’s accumulated other comprehensive income (loss) (in thousands):
| | | | | | | | | | | | | | |
| | | March 31,
2026 | | December 31,
2025 |
| | | | |
| Unrealized gains (losses) on derivatives, net | | $ | 1,290 | | | $ | (8,110) | |
| Supplemental Executive Retirement Plan minimum liability | | (1,754) | | | (1,827) | |
| | | | |
| Total accumulated other comprehensive income (loss) | | $ | (464) | | | $ | (9,937) | |
The Company has a defined benefit pension plan, known as the Supplemental Executive Retirement Plan, with one plan participant, a former Chief Executive Officer (“CEO”) of the Company who departed in 2003. Changes to the Supplemental Executive Retirement Plan minimum liability are reflected in other comprehensive income (loss).
Noncontrolling Interests
Redeemable Noncontrolling Interests
Arrangements with noncontrolling interest holders are assessed for appropriate balance sheet classification based on the redemption and other rights held by the noncontrolling interest holder. Certain of the Company’s noncontrolling interest holders have the ability to put their equity interests to the Company upon specified events or after the passage of a predetermined period of time (each, a “Put Option”). Each Put Option is payable in cash and subject to changes in redemption value, which is generally based on the underlying property’s fair value. Accordingly, the Company records redeemable noncontrolling interests outside of permanent equity and presents the redeemable noncontrolling interests at the greater of their carrying amount or redemption value at the end of each reporting period. In addition to the rights of the redeemable noncontrolling interest holders, the Company has the ability to buy out the interests of certain noncontrolling interest holders. The values of the redeemable noncontrolling interests are subject to change based on the assessment of redemption value at each redemption date.
As of December 31, 2025, (i) the estimated redemption value of the redeemable noncontrolling interests with currently exercisable Put Options was $14 million, (ii) the estimated redemption value of the redeemable noncontrolling interests that will become exercisable upon completion of the related development projects was $13 million, and (iii) the estimated redemption value of the Gateway Crossing JV (see Note 3) was $132 million.
During the three months ended March 31, 2026, the Company acquired the remaining 50% interest of the Gateway Crossing JV for $132 million, terminating the Put Option of the noncontrolling interest holder. As of March 31, 2026, (i) the estimated redemption value of the redeemable noncontrolling interests with currently exercisable Put Options was $14 million and (ii) the estimated redemption value of the redeemable noncontrolling interests that will become exercisable upon completion of the related development projects was $13 million.
Janus Living - Public Investors
In connection with the Janus Living IPO in March 2026, 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. During the three months ended March 31, 2026, a portion of these proceeds were utilized to fund certain other offering and transaction-related costs (see Note 20). As of March 31, 2026, these public investors represent an 18.4% interest in Janus Living, a consolidated subsidiary of Healthpeak, which is calculated by dividing the number of Janus Living's Class A-1 common stock held by public investors by the total number of Janus Living’s Class A-1 common stock outstanding. The Janus Living IPO resulted in an allocation between equity and noncontrolling interests on the Consolidated Statements of Equity and Redeemable Noncontrolling Interests to reflect the change in total net assets and capital structure of the Company.
Healthpeak OP
During each of the three months ended March 31, 2026 and 2025, certain employees of the Company (“OP Unitholders”) were issued approximately 2 million non-managing member units in Healthpeak OP (“Healthpeak OP Units”), all of which were profits interests in Healthpeak OP. When certain conditions are met, the OP Unitholders have the right to require redemption of part or all of their Healthpeak OP Units for cash or shares of the Company’s common stock, at the Company’s option as managing member of Healthpeak OP. The per unit redemption amount is equal to either one share of the Company’s common stock or cash equal to the fair value of a share of common stock at the time of redemption. The Company classifies the Healthpeak OP Units in permanent equity because it may elect, in its sole discretion, to issue shares of its common stock to 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. As of March 31, 2026, the value of the Healthpeak OP Units that had met the criteria for redemption based on the closing stock price on March 31, 2026 was $10 million. As of December 31, 2025, there were approximately 4 million Healthpeak OP Units outstanding and 275 thousand had met the criteria for redemption. As of December 31, 2025, the value of the Healthpeak OP Units that had met the criteria for redemption based on the closing stock price on December 31, 2025 was $4 million.
Janus Living OP
During the three months ended March 31, 2026, in connection with the Janus Living IPO, certain employees of the Company (“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” and together with Healthpeak OP Units, “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. The Company classifies 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
The non-managing member units of the Company’s DownREITs are exchangeable for an amount of cash approximating the then-current market value of shares of the Company’s common stock or, at the Company’s option, shares of the Company’s common stock (subject to certain adjustments, such as stock splits and reclassifications). Upon exchange of DownREIT units for the Company’s common stock, the carrying amount of the DownREIT units is reclassified to stockholders’ equity. At each of March 31, 2026 and December 31, 2025, there were approximately 11 million DownREIT units (13 million shares of Healthpeak common stock are issuable upon conversion) outstanding in eight DownREIT LLCs, for all of which the Company holds a controlling interest and/or acts as the managing member. At each of March 31, 2026 and December 31, 2025, the carrying value of the 11 million DownREIT units was $307 million. The market value of the 11 million DownREIT units, based on the closing stock price on March 31, 2026 and December 31, 2025, was $220 million and $215 million, respectively.
NOTE 12. Earnings Per Common Share
Basic income (loss) per common share (“EPS”) is computed based on the weighted average number of common shares outstanding. Diluted income (loss) per common share is computed based on the weighted average number of common shares outstanding plus the impact of forward equity sales agreements using the treasury stock method, common shares issuable from the assumed conversion of DownREIT units, certain performance restricted stock units, OP Units, and unvested restricted stock units. Only those instruments having a dilutive impact on the Company’s basic income (loss) per share are included in diluted income (loss) per share during the periods presented.
Certain restricted stock units are considered participating securities, because dividend payments are not forfeited even if the underlying award does not vest, and require use of the two-class method when computing basic and diluted earnings per share.
The Company considers the potential dilution resulting from forward agreements under its ATM Program to the calculation of earnings per share. At inception, the agreements do not have an effect on the computation of basic EPS as no shares are delivered until settlement. However, the Company uses the treasury stock method to calculate the dilution, if any, resulting from the forward sales agreements during the period of time prior to settlement. Refer to Note 11 for a discussion of the forward sales agreements, under which there were no sales or settlements during the three months ended March 31, 2026 and 2025.
The following table illustrates the computation of basic and diluted earnings per share (in thousands, except per share amounts):
| | | | | | | | | | | | | | | |
| | Three Months Ended
March 31, | | |
| | 2026 | | 2025 | | | | |
| Numerator | | | | | | | |
| Net income (loss) | $ | 199,656 | | | $ | 50,064 | | | | | |
| Noncontrolling interests’ share in earnings | (6,023) | | | (7,236) | | | | | |
| Net income (loss) attributable to Healthpeak Properties, Inc. | 193,633 | | | 42,828 | | | | | |
Less: Participating securities’ share in earnings | (149) | | | (464) | | | | | |
| Net income (loss) applicable to common shares - basic and diluted | $ | 193,484 | | | $ | 42,364 | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| Denominator | | | | | | | |
| Basic weighted average shares outstanding | 695,161 | | | 699,067 | | | | | |
Dilutive potential common shares - equity awards(1) | 7 | | | 51 | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| Diluted weighted average common shares | 695,168 | | | 699,118 | | | | | |
| Earnings per common share | | | | | | | |
| Basic | $ | 0.28 | | | $ | 0.06 | | | | | |
| Diluted | $ | 0.28 | | | $ | 0.06 | | | | | |
_______________________________________
(1)For all periods presented, represents the dilutive impact of 1 million outstanding equity awards (restricted stock units).
For each of the three months ended March 31, 2026 and 2025, all 13 million shares issuable upon conversion of DownREIT units were not included because they were anti-dilutive.
For the three months ended March 31, 2026 and 2025, all 6 million and 5 million outstanding Healthpeak OP Units, respectively, were not included because they were anti-dilutive.
NOTE 13. Segment Disclosures
The Company’s operating segments, based on how its chief operating decision maker (“CODM”), the President and CEO, evaluates the business and allocates resources, are as follows: (i) outpatient medical, (ii) lab, (iii) senior housing, (iv) loans receivable, (v) a preferred equity investment, and (vi) three other properties. The Company’s reportable segments, as determined in accordance with ASC 280, Segment Reporting, are as follows: (i) outpatient medical, (ii) lab, and (iii) senior housing. The loans receivable, preferred equity investment, and three other properties are non-reportable segments that have been presented on a combined basis within the Notes to the Consolidated Financial Statements herein. The accounting policies of the segments are the same as those described in Note 2 to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the SEC, as updated by Note 2 herein.
For the outpatient medical and lab segments, the CODM evaluates performance based on property adjusted net operating income (“Adjusted NOI”). Adjusted NOI is used to evaluate performance because it provides relevant and useful information by reflecting only income and operating expense items that are incurred at the property level and presenting it on an unlevered basis. 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).
NOI and Adjusted NOI are calculated as NOI and Adjusted NOI from consolidated properties, plus the Company’s share of NOI and Adjusted NOI from unconsolidated joint ventures (calculated by applying the Company’s actual ownership percentage for the period), less noncontrolling interests’ share of NOI and Adjusted NOI from consolidated joint ventures (calculated by applying the Company’s actual ownership percentage for the period). Management utilizes its share of NOI and Adjusted NOI in assessing its performance as the Company has various joint ventures that contribute to its performance.
In connection with the Janus Living IPO, beginning in the first quarter of 2026, the CODM evaluates performance for the senior housing segment based on net income (loss).
Segment assets consist of real estate assets, intangible assets, and right-of-use assets. Non-segment assets consist of assets in the Company’s other non-reportable segments and corporate non-segment assets. Corporate non-segment assets consist primarily of corporate assets, including cash and cash equivalents, restricted cash, accounts receivable, other assets, and real estate assets held for sale. Reportable segment asset information is not provided to the CODM as the CODM does not use segment asset information to evaluate the business and allocate resources.
The following table summarizes financial information for the reportable segments for the three months ended March 31, 2026 (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Outpatient Medical | | Lab | | Senior Housing | | | | | | Total |
| Total revenues | | $ | 318,217 | | | $ | 212,812 | | | $ | 200,345 | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
Operating expenses(1) | | (106,264) | | | (68,882) | | | | | | | | | |
| Healthpeak’s share of unconsolidated joint venture NOI | | 4,588 | | | 6,237 | | | | | | | | | |
| Noncontrolling interests’ share of consolidated joint venture NOI | | (7,695) | | | (54) | | | | | | | | | |
| NOI - outpatient medical and lab | | 208,846 | | | 150,113 | | | | | | | | | |
Adjustments to NOI(2) | | (10,469) | | | (9,094) | | | | | | | | | |
| Adjusted NOI - outpatient medical and lab | | $ | 198,377 | | | $ | 141,019 | | | | | | | | | 339,396 | |
Senior housing net income (loss): | | | | | | | | | | | | |
| Compensation and property management | | | | | | (91,008) | | | | | | | |
| Food | | | | | | (8,698) | | | | | | | |
| Real estate tax | | | | | | (6,444) | | | | | | | |
| Repairs and maintenance | | | | | | (6,651) | | | | | | | |
| Utilities | | | | | | (8,145) | | | | | | | |
Other segment items(3) | | | | | | (23,652) | | | | | | | |
| Depreciation and amortization | | | | | | (51,398) | | | | | | | |
| General and administrative | | | | | | (2,958) | | | | | | | |
| General and administrative - related party management fee | | | | | | (328) | | | | | | | |
| Interest expense | | | | | | (351) | | | | | | | |
| Transaction costs | | | | | | (18,510) | | | | | | | |
Gain (loss) upon change of control, net(4) | | | | | | 46,270 | | | | | | | |
| Gain (loss) on debt extinguishments | | | | | | (403) | | | | | | | |
| Other income (expense), net | | | | | | 816 | | | | | | | |
| Income tax benefit (expense) | | | | | | (1,122) | | | | | | | |
| Equity income (loss) from unconsolidated joint ventures | | | | | | 111 | | | | | | | |
| Senior housing net income (loss) | | | | | | $ | 27,874 | | | | | | | 27,874 | |
Reconciling items: | | | | | | | | | | | | |
Plus: Adjustments to NOI(2) | | | | | | | | | | | | 19,563 | |
| Other non-reportable revenues | | | | | | | | | | | | 7,407 | |
| Interest income and other | | | | | | | | | | | | 14,171 | |
| Other non-reportable operating expenses | | | | | | | | | | | | (4,117) | |
| Depreciation and amortization | | | | | | | | | | | | (238,336) | |
| Interest expense | | | | | | | | | | | | (86,941) | |
| General and administrative | | | | | | | | | | | | (21,305) | |
| Transaction costs | | | | | | | | | | | | (5,639) | |
| Impairments and loan loss reserves, net | | | | | | | | | | | | 2,275 | |
| Gain (loss) on sales of real estate, net | | | | | | | | | | | | 50,669 | |
| | | | | | | | | | | | |
| Other income (expense), net | | | | | | | | | | | | 92,693 | |
| Less: Healthpeak’s share of unconsolidated joint venture NOI - outpatient medical and lab | | | | | | | | | | | | (10,825) | |
| Plus: Noncontrolling interests’ share of consolidated joint venture NOI - outpatient medical and lab | | | | | | | | | | | | 7,749 | |
| Plus: Income tax benefit (expense) - senior housing | | | | | | | | | | | | 1,122 | |
| Less: Equity income (loss) from unconsolidated joint ventures - senior housing | | | | | | | | | | | | (111) | |
| Income (loss) before income taxes and equity income (loss) from unconsolidated joint ventures | | | | | | $ | 195,645 | |
_______________________________________
(1)See reconciliation of significant expense categories below for outpatient medical and lab.
(2)Represents straight-line rents, amortization of market lease intangibles, net, actuarial reserves for insurance claims that have been incurred but not reported, and termination fees. Includes the Company’s share of income (loss) generated by unconsolidated joint ventures and excludes noncontrolling interests’ share of earnings generated by consolidated joint ventures.
(3)Other segment items for senior housing include: (i) cleaning and supplies, (ii) insurance, (iii) marketing, and (iv) other expenses.
(4)Gain (loss) upon change of control, net, is recognized in other income (expense), net, in the Consolidated Statements of Operations.
The following table summarizes the Company’s significant expense categories for the outpatient medical and lab reportable segments for the three months ended March 31, 2026 (in thousands):
| | | | | | | | | | | | | | | | |
| | Outpatient Medical | | Lab | | |
| Compensation and property management | | $ | 15,742 | | | $ | 9,157 | | | |
| | | | | | |
| Real estate taxes | | 24,677 | | | 21,953 | | | |
| Repairs and maintenance | | 18,307 | | | 8,928 | | | |
| Utilities | | 18,836 | | | 13,276 | | | |
Other segment items(1) | | 28,702 | | | 15,568 | | | |
| Operating expenses | | $ | 106,264 | | | $ | 68,882 | | | |
_______________________________________
(1)Other segment items for outpatient medical and lab include: (i) cleaning expense, (ii) ground rent expense, (iii) insurance expense, (iv) roads and grounds expense, (v) security expense, and (vi) other expense.
The following table summarizes financial information for the reportable segments for the three months ended March 31, 2025 (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Outpatient Medical | | Lab | | Senior Housing | | | | | | Total | |
| Total revenues | | $ | 314,457 | | | $ | 217,593 | | | $ | 148,927 | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Operating expenses(1) | | (102,271) | | | (57,658) | | | | | | | | | | |
| Healthpeak’s share of unconsolidated joint venture NOI | | 4,265 | | | 1,134 | | | | | | | | | | |
| Noncontrolling interests’ share of consolidated joint venture NOI | | (7,195) | | | — | | | | | | | | | | |
| NOI - outpatient medical and lab | | 209,256 | | | 161,069 | | | | | | | | | | |
Adjustments to NOI(2) | | (11,913) | | | (14,836) | | | | | | | | | | |
| Adjusted NOI - outpatient medical and lab | | $ | 197,343 | | | $ | 146,233 | | | | | | | | | 343,576 | | |
| Senior housing net income (loss): | | | | | | | | | | | | | |
| Compensation and property management | | | | | | (70,003) | | | | | | | | |
| Food | | | | | | (6,442) | | | | | | | | |
| Real estate tax | | | | | | (4,501) | | | | | | | | |
| Repairs and maintenance | | | | | | (4,846) | | | | | | | | |
| Utilities | | | | | | (5,663) | | | | | | | | |
Other segment items(3) | | | | | | (18,805) | | | | | | | | |
| Depreciation and amortization | | | | | | (32,799) | | | | | | | | |
| General and administrative | | | | | | (3,132) | | | | | | | | |
| | | | | | | | | | | | | |
| Interest expense | | | | | | (948) | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| Other income (expense), net | | | | | | (6,676) | | | | | | | | |
| Income tax benefit (expense) | | | | | | (1,594) | | | | | | | | |
| Equity income (loss) from unconsolidated joint ventures | | | | | | 1,451 | | | | | | | | |
| Senior housing net income (loss) | | | | | | $ | (5,031) | | | | | | | (5,031) | | |
| Reconciling items: | | | | | | | | | | | | | |
Plus: Adjustments to NOI(2) | | | | | | | | | | | | 26,749 | | |
| Other non-reportable revenues | | | | | | | | | | | | 6,091 | | |
| Interest income and other | | | | | | | | | | | | 15,821 | | |
| Other non-reportable operating expenses | | | | | | | | | | | | (2,954) | | |
| Depreciation and amortization | | | | | | | | | | | | (235,747) | | |
| Interest expense | | | | | | | | | | | | (71,745) | | |
| General and administrative | | | | | | | | | | | | (22,986) | | |
| Transaction costs | | | | | | | | | | | | (5,534) | | |
| Impairments and loan loss reserves, net | | | | | | | | | | | | 3,562 | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| Other income (expense), net | | | | | | | | | | | | 550 | | |
| | | | | | | | | | | | | |
| Less: Healthpeak’s share of unconsolidated joint venture NOI - outpatient medical and lab | | | | | | | | | | | | (5,399) | | |
| Plus: Noncontrolling interests’ share of consolidated joint venture NOI - outpatient medical and lab | | | | | | | | | | | | 7,195 | | |
| Plus: Senior housing income tax benefit (expense) | | | | | | | | | | | | 1,594 | | |
| Less: Senior housing equity income (loss) from unconsolidated joint ventures | | | | | | | | | | | | (1,451) | | |
| Income (loss) before income taxes and equity income (loss) from unconsolidated joint ventures | | | | | | $ | 54,291 | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
_______________________________________
(1)See reconciliation of significant expense categories below for outpatient medical and lab.
(2)Represents straight-line rents, amortization of market lease intangibles, net, actuarial reserves for insurance claims that have been incurred but not reported, and termination fees. Includes the Company’s share of income (loss) generated by unconsolidated joint ventures and excludes noncontrolling interests’ share of earnings generated by consolidated joint ventures.
(3)Other segment items for senior housing include: (i) cleaning and supplies, (ii) insurance, (iii) marketing, and (iv) other expenses.
The following table summarizes the Company’s significant expense categories outpatient medical and lab reportable segments for the three months ended March 31, 2025 (in thousands):
| | | | | | | | | | | | | | | | |
| | Outpatient Medical | | Lab | | |
| Compensation and property management | | $ | 14,263 | | | $ | 8,310 | | | |
| | | | | | |
| Real estate taxes | | 23,392 | | | 19,021 | | | |
| Repairs and maintenance | | 14,886 | | | 7,358 | | | |
| Utilities | | 17,446 | | | 10,423 | | | |
Other segment items(1) | | 32,284 | | | 12,546 | | | |
| Operating expenses | | $ | 102,271 | | | $ | 57,658 | | | |
_______________________________________
(1)Other segment items for outpatient medical and lab include: (i) cleaning expense, (ii) ground rent expense, (iii) insurance expense, (iv) roads and grounds expense, (v) security expense, and (vi) other expense.
The following table summarizes the Company’s revenues by reportable segment (in thousands):
| | | | | | | | | | | | | | | | | | |
| | | Three Months Ended
March 31, | | |
| Segment | | 2026 | | 2025 | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
Outpatient medical | | $ | 318,217 | | | $ | 314,457 | | | | | |
Lab | | 212,812 | | | 217,593 | | | | | |
Senior housing | | 200,345 | | | 148,927 | | | | | |
Total revenues for reportable segments | | 731,374 | | | 680,977 | | | | | |
Total revenues for other non-reportable | | 7,407 | | | 6,091 | | | | | |
| Interest income and other | | 14,171 | | | 15,821 | | | | | |
| Total revenues | | $ | 752,952 | | | $ | 702,889 | | | | | |
NOTE 14. Supplemental Cash Flow Information
The following table provides supplemental cash flow information (in thousands):
| | | | | | | | | | | | | | |
| | | Three Months Ended March 31, |
| | | 2026 | | 2025 |
| Supplemental cash flow information: | | | | |
| Interest paid, net of capitalized interest | | $ | 81,800 | | | $ | 80,706 | |
| Income taxes paid (refunded), net | | 692 | | | 256 | |
| Capitalized interest | | 20,196 | | | 20,035 | |
| Supplemental schedule of non-cash investing and financing activities: | | | | |
| Accrued construction costs | | 123,025 | | | 128,341 | |
| | | | |
| | | | |
| | | | |
| Noncash lease consideration | | 13,000 | | | — | |
| Net noncash impact from the consolidation of properties previously held in an unconsolidated joint venture | | 312,826 | | | — | |
| | | | |
| Retained equity method investment from BX JV I and II transactions, net (see Note 7) | | 43,378 | | | — | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
The following table summarizes cash, cash equivalents, and restricted cash (in thousands):
| | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended March 31, |
| | 2026 | | 2025 | | | | | | | | |
| | | | | | |
| Beginning of period: | | | | | | | | | | | | |
| Cash and cash equivalents | | $ | 467,457 | | | $ | 119,818 | | | | | | | | | |
| Restricted cash | | 70,245 | | | 64,487 | | | | | | | | | |
| Cash, cash equivalents, and restricted cash | | $ | 537,702 | | | $ | 184,305 | | | | | | | | | |
| End of period: | | | | | | | | | | | | |
| Cash and cash equivalents | | $ | 1,170,992 | | | $ | 70,625 | | | | | | | | | |
| Restricted cash | | 94,917 | | | 67,981 | | | | | | | | | |
| Cash, cash equivalents, and restricted cash | | $ | 1,265,909 | | | $ | 138,606 | | | | | | | | | |
Cash and Cash Equivalents
The Company maintains its cash and cash equivalents at financial institutions insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000 per institution. As of March 31, 2026 and December 31, 2025, the account balances at certain institutions exceeded the FDIC insurance coverage.
NOTE 15. Variable Interest Entities
Operating Subsidiary
Healthpeak OP is the Company’s operating subsidiary and a limited liability company that has governing provisions that are the functional equivalent of a limited partnership. The Company holds a membership interest in Healthpeak OP, acts as the managing member of Healthpeak OP, and exercises full responsibility, discretion, and control over the day-to-day management of Healthpeak OP. Because the noncontrolling interests in Healthpeak OP do not have substantive liquidation rights, substantive kick-out rights without cause, or substantive participating rights, the Company has determined that Healthpeak OP is a VIE. The Company, as managing member, has the power to direct the core activities of Healthpeak OP that most significantly affect Healthpeak OP’s performance, and through its interest in Healthpeak OP, has both the right to receive benefits from and the obligation to absorb losses of Healthpeak OP. Accordingly, the Company is the primary beneficiary of Healthpeak OP and consolidates Healthpeak OP. As the Company conducts its business and holds its assets and liabilities through Healthpeak OP, the total consolidated assets and liabilities, income (losses), and cash flows of Healthpeak OP represent substantially all of the total consolidated assets and liabilities, including the consolidated and unconsolidated entities discussed in this Note 15, income (losses), and cash flows of the Company.
Unconsolidated Variable Interest Entities
The Company has investments in certain unconsolidated VIEs. The Company determined it is not the primary beneficiary of and therefore does not consolidate these VIEs because it does not have the ability to control the activities that most significantly impact their economic performance. Except for the Company’s equity interest in the unconsolidated joint ventures, as more fully discussed below, it has no formal involvement in these VIEs beyond its investments.
LLC Investment. The Company holds a limited partner ownership interest in an unconsolidated LLC (“LLC Investment”) that has been identified as a VIE. The Company’s involvement in the entity is limited to its equity investment as a limited partner and it does not have any substantive participating rights or kick-out rights over the general partner and given its rights and ownership percentage, the Company has virtually no influence or control. The assets and liabilities of the entity primarily consist of three hospitals as well as senior housing real estate. Any assets generated by the entity may only be used to settle its contractual obligations (primarily capital expenditures and debt service payments).
Other Equity Investments. The Company holds limited partner interests in funds that make venture capital investments in various early-stage technology solutions and certain other investments (the “Other Equity Investments”). At March 31, 2026 and December 31, 2025, the Company’s total investments aggregated $16 million and $3 million, respectively, of which $0.2 million was held by Janus Living at each of March 31, 2026 and December 31, 2025. As of March 31, 2026, the Company had an aggregate remaining commitment of $14 million related to certain of its Other Equity Investments, of which $2 million was related to the Other Equity Investments held by Janus Living. The Other Equity Investments have been identified as VIEs as (i) they do not have any substantive participating rights or kick-out rights over the general partner or (ii) due to insufficient equity at risk. The assets and liabilities of the entities primarily consist of its capital investments. If applicable, all future investments will be funded with capital contributions from the Company and other limited partners in accordance with their respective commitments.
Needham Land Parcel JV. In December 2021, the Company acquired a 38% interest in a lab development joint venture in Needham, Massachusetts for $13 million. Current equity at risk is not sufficient to finance the joint venture’s activities. The assets and liabilities of the entity primarily consist of real estate and debt service obligations. Any assets generated by the entity may only be used to settle its contractual obligations (primarily development costs and debt service payments).
HQ Point Preferred Equity Investment. In February 2025, the Company made a preferred equity investment in a joint venture that holds a lab campus under development in San Diego, California. As of March 31, 2026, the Company had funded the entirety of its $50 million investment. Current equity at risk is not sufficient to finance the entity’s activities. The assets and liabilities of the entity primarily consist of real estate and debt service obligations. Any assets generated by the entity may only be used to settle its contractual obligations (primarily development costs and debt service payments).
Loans Receivable Investments. In March 2025, the Company entered into an agreement to provide aggregate financing of $41 million to fund the development of an outpatient medical building in Dallas, Texas. In January 2026, the Company entered into and funded a $10 million loan secured by a lab land parcel. The borrower entities for these investments meet the criteria of a VIE in accordance with ASC 810, Consolidation, and the Company is not the primary beneficiary of the borrowers.
The classification of the related assets and the maximum loss exposure as a result of the Company’s involvement with these VIEs at March 31, 2026 was as follows (in thousands):
| | | | | | | | | | | | | | |
| VIE Type | | Asset Type | | Maximum Loss Exposure and Carrying Amount(1) |
| LLC Investment and Other Equity Investments | | Other assets | | $ | 31,440 | |
| Needham Land Parcel JV and HQ Point Preferred Equity Investment | | Investments in unconsolidated joint ventures | | 68,390 | |
| Loans Receivable Investments | | Loans receivable, net | | 28,877 | |
_______________________________________
(1)The Company’s maximum loss exposure represents the aggregate carrying amount of such investments.
As of March 31, 2026, the Company had not provided, and is not required to provide, financial support through a liquidity arrangement or otherwise, to its unconsolidated VIEs, including under circumstances in which it could be exposed to further losses (e.g., cash shortfalls).
Consolidated Variable Interest Entities
The Company’s consolidated total assets and total liabilities at March 31, 2026 and December 31, 2025 include certain assets of VIEs that can only be used to settle the liabilities of the related VIE. The VIE creditors do not have recourse to the Company.
Janus Living OP. Janus Living holds a membership interest in Janus Living OP, acts as the managing member of Janus Living OP, and exercises full responsibility, discretion, and control over the day-to-day management of Janus Living OP. Because certain noncontrolling interests in Janus Living OP do not have substantive liquidation rights, substantive kick-out rights without cause, or substantive participating rights, the Company has determined that Janus Living OP is a VIE. Janus Living, Inc., as managing member, has the power to direct the core activities of Janus Living OP that most significantly affect Janus Living OP’s performance, and through its interest in Janus Living OP, has both the right to receive benefits from and the obligation to absorb losses of Janus Living OP. Accordingly, Janus Living, Inc. is the primary beneficiary of Janus Living OP and consolidates Janus Living OP. The assets of Janus Living OP primarily consist of senior housing properties (net real estate), entrance fee receivables, and cash and cash equivalents; its obligations primarily consist of non-refundable entrance fees and capital expenditures for the properties. Assets generated by Janus Living OP may only be used to settle its contractual obligations.
Ventures V, LLC. The Company holds a 51% ownership interest in and is the managing member of a joint venture entity formed in October 2015 that owns and leases outpatient medical buildings (“Ventures V”). The Company classifies Ventures V as a VIE due to the non-managing member lacking substantive participation rights in the management of Ventures V or kick-out rights over the managing member. The Company consolidates Ventures V as the primary beneficiary because it has the ability to control the activities that most significantly impact the VIE’s economic performance. The assets of Ventures V primarily consist of leased properties (net real estate), rents receivable, and cash and cash equivalents; its obligations primarily consist of capital expenditures for the properties. Assets generated by Ventures V may only be used to settle its contractual obligations.
MSREI JV. The Company holds a 51% ownership interest in, and is the managing member of, a joint venture entity formed in August 2018 that owns and leases outpatient medical buildings (the “MSREI JV”). The MSREI JV is a VIE due to the non-managing member lacking substantive participation rights in the management of the joint venture or kick-out rights over the managing member. The Company consolidates the MSREI JV as the primary beneficiary because it has the ability to control the activities that most significantly impact the VIE’s economic performance. The assets of the MSREI JV primarily consist of leased properties (net real estate), rents receivable, and cash and cash equivalents; its obligations primarily consist of capital expenditures for the properties. Assets generated by the MSREI JV may only be used to settle its contractual obligations.
DownREITs. As of March 31, 2026 and December 31, 2025, the Company held a controlling ownership interest in and was the managing member of eight DownREITs. The Company classifies the DownREITs as VIEs due to the non-managing members lacking substantive participation rights in the management of the DownREITs or kick-out rights over the managing member. The Company consolidates the DownREITs as the primary beneficiary because it has the ability to control the activities that most significantly impact these VIEs’ economic performance. The assets of the DownREITs primarily consist of leased properties (net real estate), rents receivable, and cash and cash equivalents; their obligations primarily consist of capital expenditures for the properties, debt service payments, and with respect to DOC DR OP Sub, certain guarantees. Assets generated by the DownREITs (primarily from tenant rents) may only be used to settle their contractual obligations (primarily from debt service and capital expenditures).
Other Consolidated Real Estate Partnerships. The Company holds a controlling ownership interest in and is the general partner (or managing member) of multiple partnerships that own and lease real estate assets (the “Partnerships”). The Company classifies the Partnerships as VIEs due to the limited partners (non-managing members) lacking substantive participation rights in the management of the Partnerships or kick-out rights over the general partner (managing member). The Company consolidates the Partnerships as the primary beneficiary because it has the ability to control the activities that most significantly impact these VIEs’ economic performance. The assets of the Partnerships primarily consist of leased properties (net real estate), rents receivable, and cash and cash equivalents; their obligations primarily consist of debt service payments and capital expenditures for the properties. Assets generated by the Partnerships (primarily from tenant rents) may only be used to settle their contractual obligations (primarily from debt service and capital expenditures).
Gateway Crossing JV. As of December 31, 2025, the Company held a 50% ownership interest in and was the managing member of the Gateway Crossing JV, a joint venture that owned and leased lab and other buildings. The Company classified the Gateway Crossing JV as a VIE due to the non-managing member lacking substantive participation rights in the management of the Gateway Crossing JV or kick-out rights over the managing member. The Company consolidated the Gateway Crossing JV as the primary beneficiary because it had the ability to control the activities that most significantly impacted the VIE’s economic performance. The assets of the Gateway Crossing JV primarily consisted of leased properties (net real estate), rents receivable, and cash and cash equivalents; its obligations primarily consisted of capital expenditures for the properties. Assets generated by the Gateway Crossing JV were only used to settle its contractual obligations. During the three months ended March 31, 2026, the Company acquired the remaining 50% interest in the Gateway Crossing JV, bringing the Company’s ownership interest to 100%. As such, the Gateway Crossing JV is no longer a VIE as of March 31, 2026.
Total assets and total liabilities include VIE assets and liabilities, excluding those of Healthpeak OP, as follows (in thousands):
| | | | | | | | | | | | |
| | March 31,
2026 | | December 31,
2025 | |
| Assets | | | | |
| Buildings and improvements | $ | 7,135,566 | | | $ | 4,697,185 | | |
| Development costs and construction in progress | 239,961 | | | 190,603 | | |
| Land and improvements | 813,450 | | | 532,374 | | |
| Accumulated depreciation | (1,494,727) | | | (930,916) | | |
| Net real estate | 6,694,250 | | | 4,489,246 | | |
| Loans receivable, net | 553,631 | | | 552,113 | | |
| Investments in unconsolidated joint ventures | 44,302 | | | 25,241 | | |
| Accounts receivable, net | 45,526 | | | 24,823 | | |
| Cash and cash equivalents | 1,093,200 | | | 56,660 | | |
| Restricted cash | 92,514 | | | 3,141 | | |
| Intangible assets | 563,705 | | | 473,011 | | |
Assets held for sale(1) | — | | | 35,244 | | |
| Right-of-use asset | 261,588 | | | 266,135 | | |
| Deferred tax assets | 114,686 | | | 121 | | |
| Goodwill | 54,350 | | | 50,501 | | |
| Other assets | 266,108 | | | 138,265 | | |
| Total assets | $ | 9,783,860 | | | $ | 6,114,501 | | |
| Liabilities | | | | |
| Term loans | $ | 401,208 | | | $ | 401,339 | | |
| Senior unsecured notes | 1,172,825 | | | 1,168,508 | | |
| Mortgage debt | 245,777 | | | 245,735 | | |
| Intangible liabilities | 68,751 | | | 76,593 | | |
Liabilities related to assets held for sale(1) | — | | | 11,798 | | |
| Lease liability | 193,823 | | | 193,441 | | |
| Accounts payable, accrued liabilities, and other liabilities | 409,646 | | | 144,106 | | |
| Deferred revenue | 747,518 | | | 61,432 | | |
| Total liabilities | $ | 3,239,548 | | | $ | 2,302,952 | | |
_______________________________________
(1)As of December 31, 2025, relates to four assets classified as held for sale, which were sold during the three months ended March 31, 2026. The assets held for sale as of December 31, 2025 primarily includes: (i) net real estate of $27 million and (ii) right-of-use assets of $7 million. The liabilities related to assets held for sale as of December 31, 2025 primarily includes: (i) lease liabilities of $9 million and (ii) deferred revenue of $2 million.
NOTE 16. Fair Value Measurements
The table below summarizes the carrying amounts and fair values of the Company’s financial instruments either recorded or disclosed on a recurring basis (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | |
| | March 31, 2026(3) | | December 31, 2025(3) |
| | Carrying
Value | | Fair Value | | Carrying
Value | | Fair Value |
Loans receivable, net(2) | $ | 631,648 | | | $ | 641,940 | | | $ | 606,020 | | | $ | 620,575 | |
| | | | | | | |
Interest rate swap assets(2) | 6,084 | | | 6,084 | | | 5,626 | | | 5,626 | |
| | | | | | | |
Bank line of credit and commercial paper(2) | 1,751,409 | | | 1,751,409 | | | 1,078,850 | | | 1,078,850 | |
Term loans(2) | 1,645,731 | | | 1,645,731 | | | 1,647,113 | | | 1,647,113 | |
Senior unsecured notes(1) | 6,779,171 | | | 6,729,989 | | | 6,772,722 | | | 6,813,448 | |
Mortgage debt(2) | 246,461 | | | 246,088 | | | 349,209 | | | 347,291 | |
Interest rate swap liabilities(2) | 1,809 | | | 1,809 | | | 9,635 | | | 9,635 | |
_______________________________________(1)Level 1: Fair value is calculated based on quoted prices in active markets.
(2)Level 2: For loans receivable, net, interest rate swap instruments, and mortgage debt, fair value is based on standardized pricing models in which significant inputs or value drivers are observable in active markets. For bank line of credit, commercial paper, and term loans, the carrying values are a reasonable estimate of fair value because the borrowings are primarily based on market interest rates and the Company’s credit rating.
(3)During the three months ended March 31, 2026 and year ended December 31, 2025, there were no material transfers of financial assets or liabilities within the fair value hierarchy.
NOTE 17. Derivative Financial Instruments
The Company uses derivative instruments to mitigate the effects of interest rate fluctuations on specific forecasted transactions as well as recognized financial obligations or assets. Utilizing derivative instruments allows the Company to manage the risk of fluctuations in interest rates and their related potential impact on future earnings and cash flows. The Company does not use derivative instruments for speculative or trading purposes. At March 31, 2026, a one percentage point increase or decrease in the underlying interest rate curve would result in a corresponding increase or decrease in the fair value of the derivative instruments by up to $34 million.
In April 2022, the Company entered into two interest rate swap instruments that are designated as cash flow hedges on $142 million of variable rate mortgage debt secured by a portfolio of outpatient medical buildings (see Note 9). These interest rate swap instruments matured in May 2026.
In August 2022, the Company entered into two forward-starting interest rate swap instruments on the $500 million aggregate principal amount of the 2027 Term Loans (see Note 9). The interest rate swap instruments are designated as cash flow hedges.
In January 2024, the Company entered into forward-starting interest rate swap instruments on the $750 million aggregate principal amount of the 2029 Term Loan (see Note 9). The interest rate swap instruments are designated as cash flow hedges.
In March 2024, the Company acquired three interest rate swap instruments on the $400 million aggregate principal amount of the 2028 Term Loan that are designated as cash flow hedges (see Note 9).
The following table summarizes the Company’s interest rate swap instruments (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | Fair Value(2) | | | | | | |
Date Entered(1) | Maturity Date | Hedge Designation | Notional Amount | Pay Rate | Receive Rate | March 31,
2026 | | December 31,
2025 | | | | | | |
| | | | | | | | | | | | | | |
Interest rate swap assets: | | | | | | | | | | | | | |
| April 2022 | May 2026 | Cash flow | $ | 51,100 | | 4.99 % | USD-SOFR w/ -5 Day Lookback + 2.50% | $ | 49 | | | $ | 193 | | | | | | | |
| April 2022 | May 2026 | Cash flow | 91,000 | | 4.54 % | USD-SOFR w/ -5 Day Lookback + 2.05% | 88 | | | 344 | | | | | | | |
| August 2022 | February 2027 | Cash flow | 250,000 | | 2.60 % | 1 mo. USD-SOFR CME Term | 2,300 | | | 2,109 | | | | | | | |
| August 2022 | August 2027 | Cash flow | 250,000 | | 2.54 % | 1 mo. USD-SOFR CME Term | 3,647 | | | 2,980 | | | | | | | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Total interest rate swap assets | $ | 6,084 | | | $ | 5,626 | | | | | | | |
| Interest rate swap liabilities: | | | | | | | | | |
May 2023(3) | May 2028 | Cash flow | $ | 400,000 | | 3.59 % | USD-SOFR w/ -5 Day Lookback | $ | (350) | | | $ | (3,021) | | | | | | | |
January 2024(4) | February 2029 | Cash flow | 750,000 | | 3.59 % | USD-SOFR w/ -5 Day Lookback | (1,459) | | | (6,614) | | | | | | | |
| Total interest rate swap liabilities | | | | | $ | (1,809) | | | $ | (9,635) | | | | | | | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
_____________________________
(1)Represents interest rate swap instruments that hedge fluctuations in interest payments on variable rate debt by converting the interest rates to fixed interest rates. The changes in fair value of designated derivatives that qualify as cash flow hedges are recorded in accumulated other comprehensive income (loss) on the Consolidated Balance Sheets.
(2)Derivative assets are recorded at fair value in other assets and derivative liabilities are recorded at fair value in accounts payable, accrued liabilities, and other liabilities on the Consolidated Balance Sheets.
(3)Includes two interest rate swap instruments each with notional amounts of $110 million and one interest rate swap instrument with a notional amount of $180 million. The aggregate fair value upon acquisition of these interest rate swap instruments in March 2024 was $7 million, which was recognized within other assets on the Consolidated Balance Sheets and is being amortized into interest expense on the Consolidated Statements of Operations over the terms of the related interest rate swap instruments. During each of the three months ended March 31, 2026 and 2025, the Company recognized $0.4 million of related amortization into interest expense.
(4)Includes the following: (i) two interest rate swap instruments each with a pay rate of 3.56% and $50 million notional amount; (ii) three interest rate swap instruments each with a pay rate of 3.57% and $50 million notional amount; (iii) one interest rate swap instrument with a pay rate of 3.58% and $100 million notional amount; (iv) five interest rate swap instruments each with a pay rate of 3.60% and $50 million notional amount; and (v) three interest rate swap instruments each with a pay rate of 3.61% and $50 million notional amount.
NOTE 18. Accounts Payable, Accrued Liabilities, and Other Liabilities
The following table summarizes the Company’s accounts payable, accrued liabilities, and other liabilities (in thousands):
| | | | | | | | | | | |
| | March 31,
2026 | | December 31,
2025 |
| Refundable entrance fees | $ | 218,893 | | | $ | 221,147 | |
| Accrued construction costs | 123,025 | | | 144,524 | |
| Accrued interest | 57,302 | | | 89,202 | |
| Other accounts payable and accrued liabilities | 272,025 | | | 263,636 | |
| Accounts payable, accrued liabilities, and other liabilities | $ | 671,245 | | | $ | 718,509 | |
NOTE 19. Deferred Revenue
The following table summarizes the Company’s deferred revenue, excluding deferred revenue related to assets classified as held for sale (in thousands):
| | | | | | | | | | | |
| March 31,
2026 | | December 31, 2025 |
| Non-refundable entrance fees | $ | 677,284 | | | $ | 669,528 | |
Other deferred revenue(1) | 329,917 | | | 315,779 | |
| Deferred revenue | $ | 1,007,201 | | | $ | 985,307 | |
_______________________________________
(1)Other deferred revenue is primarily comprised of prepaid rent, deferred rent, and tenant-funded tenant improvements owned by the Company. During each of the three months ended March 31, 2026 and 2025, the Company recognized amortization related to other deferred revenue of $11 million. The amortization of other deferred revenue is included in rental and related revenues on the Consolidated Statements of Operations.
Life Plan Entrance Fees
During the three months ended March 31, 2026 and 2025, the Company collected non-refundable entrance fees of $35 million and $29 million, respectively, and recognized amortization of $27 million and $24 million, respectively. The amortization of non-refundable entrance fees is included within resident fees and services on the Consolidated Statements of Operations.
For certain qualified residents of the life plan communities in the Company’s senior housing segment, the Company may offer to provide a deferral of the upfront cash entrance fee requirements so that they are able to move into a community while still continuing the process of selling their previous home. These entrance fee receivables are due upon sale of the resident’s previous home. At March 31, 2026 and December 31, 2025, the Company had $74 million and $73 million, respectively, of entrance fee receivables, which are recognized in other assets on the Consolidated Balance Sheets.
NOTE 20. Related Party Transactions
In connection with the completion of the Janus Living IPO, Healthpeak and/or certain of its direct or indirect subsidiaries entered into certain related party transactions with Janus Living. The various agreements entered into between Healthpeak and Janus Living in connection with the Janus Living IPO and their related impact to the Consolidated Financial Statements are summarized below.
Formation Transactions
As more fully described in Note 1, Healthpeak and Janus Living consummated a series of formation transactions in connection with the Janus Living IPO. In connection with the Janus Living IPO and these formation transactions, Janus Living incurred $16 million of transaction costs, recognized within transaction costs on the Consolidated Statements of Operations. Additionally, Janus Living incurred $8 million of offering costs in addition to fees paid to the underwriters in connection with the Janus Living IPO. These costs were recognized within total noncontrolling interests on the Consolidated Statements of Equity and Redeemable Noncontrolling Interests. Certain of these offering and transaction costs were initially paid by Healthpeak and reimbursed by Janus Living in accordance with the Healthpeak Management Agreement (defined below).
Equity Awards
In connection with the Janus Living IPO, certain of Healthpeak’s directors and executive officers received equity award grants from Janus Living, either as fully vested shares of Janus Living’s Class A-1 common stock, or as time-based or performance-based equity awards to acquire shares of Janus Living’s Class A-1 common stock subject to the satisfaction of vesting conditions. Of the $16 million of transaction costs discussed above, $5 million relates to stock-based compensation expense recognized on the fully vested awards issued to directors, executive officers, and employees of Healthpeak and Janus Living in connection with the Janus Living IPO. In addition, certain of Healthpeak’s directors and executive officers entered into indemnification agreements with Janus Living in connection with the Janus Living IPO.
Management Agreement
An indirect subsidiary of Healthpeak (the “Manager”) entered into a management agreement with Janus Living (“Healthpeak Management Agreement”). Pursuant to the Healthpeak Management Agreement, Janus Living agreed to pay the Manager a management fee (“Janus Living Management Fee”) for services rendered to Janus Living equal to $10 million plus or minus the cumulative effect of an annual amount of 0.5% of (i) the gross book value (as determined in accordance with GAAP) of any investment that is the subject of an acquisition, or disposition or (ii) the increase in the gross book value of any investment that was the subject of a capital deployment, in each case, since January 1, 2026; provided, that (A) if Janus Living’s investments have a gross book value in excess of $10.0 billion but less than $20.0 billion as of the determination of a management fee adjustment amount pursuant to the terms of the Healthpeak Management Agreement, such 0.5% will be decreased by 0.1% for each dollar of gross book value of any investment that was the subject of an acquisition or disposition or increase in the gross book value of any investment that was the subject of a capital deployment in excess of $10.0 billion but less than $20.0 billion, and (B) if Janus Living’s investments have a gross book value in excess of $20.0 billion as of the determination of a management fee adjustment amount pursuant to the terms of the Healthpeak Management Agreement, such 0.5% will be decreased by 0.15% for each dollar of gross book value of any investment that was the subject of an acquisition or disposition, or increase in gross book value of any investment that was the subject of a capital deployment, that is in excess of $20.0 billion. The management fee will be payable in cash but will be reduced by the stock-based compensation expense recognized in connection with the grant of annual equity awards to employees of the Manager under the Janus Living, Inc. 2026 Equity Plan (“Manager Equity Awards”). The Healthpeak Management Agreement has an initial term of 3 years from the date of the completion of the Janus Living IPO with annual renewals unless terminated by Janus Living or the Manager pursuant to the terms of the Healthpeak Management Agreement. Janus Living will also reimburse the Manager for documented third-party expenses incurred by the Manager in providing services under the Healthpeak Management Agreement, including expenses related to legal, accounting, due diligence and other services. Expenses will be reimbursed in cash on a quarterly or monthly basis, at the Manager’s election.
From the date of the Janus Living IPO through March 31, 2026, Janus Living incurred $0.3 million of Healthpeak Management Fee, which was eliminated upon consolidation.
Exclusivity Agreement
Healthpeak entered into an exclusivity agreement with Janus Living, pursuant to which Healthpeak and Janus Living agreed that during the term of the management agreement, neither Healthpeak nor Janus Living, nor any of Healthpeak’s or Janus Living’s respective affiliates, will engage in, sponsor, own, operate, manage, or otherwise participate in a competing business.
Stockholders Agreement
Healthpeak entered into a stockholders agreement with Janus Living pursuant to which, among other rights, Healthpeak will have the right to designate a certain number of directors to Janus Living’s Board of Directors based on its ownership threshold in Janus Living. Two of Healthpeak’s directors, Mr. Brinker and Ms. Sandstrom, serve on Janus Living’s Board of Directors pursuant to this agreement.
Purchases in the Reserved Share Program
In connection with the Janus Living IPO, an aggregate of 216 thousand shares of Janus Living’s Class A-1 common stock were purchased by certain of Healthpeak’s and Janus Living’s directors and executive officers through a reserved share program. All purchases of Janus Living’s Class A-1 common stock in the reserved share program were at the Janus Living IPO price of $20.00 per Class A-1 common share.