Healthpeak Properties (DOC) Risk Factor Changes

U.S.

Increased interest rates and borrowing costs could materially adversely impact our business and ability to refinance existing debt, sell properties, and conduct investment activities.

The integration of AI tools in the healthcare industry may present significant opportunities and risks, including for our tenants.

We use generative artificial intelligence and/or machine learning (collectively, “AI”) tools in our investment and capital allocation decisions and operations, including commercially available AI applications or AI fe…

Various federal, state, and local governments previously enacted, and may again enact, laws, regulations, and moratoriums or take other actions that could limit our ability to evict tenants until such laws, regulation…

Under the CARES Act and subsequent Covid relief legislation, Congress allocated more than $178 billion to eligible health care providers through the Public Health and Social Services Emergency Fund (the “Provider Reli…

We may be impacted by epidemics, pandemics, or other infectious disease outbreaks, and health and safety measures intended to reduce their spread.

Corporate impact and sustainability commitments and changing requirements, as well as varying stakeholder expectations, may impose additional costs and expose us to new risks.

We may also be named as defendants in lawsuits arising out of our alleged actions or the alleged actions of our tenants, operators, or property managers for which such tenants, operators, or property managers may have…

If we have difficulties with any of these areas, or if we later discover additional liabilities or experience unforeseen costs relating to our acquired companies or property management internalization, we may not achi…

We may invest substantial resources and time in investments or transactions that are not consummated.

We derive a significant portion of our revenues from leasing properties pursuant to leases that generally provide for fixed rental rates, subject to annual escalations.

In addition, the patient driven payment model utilized by the Centers for Medicare and Medicaid Services to calculate reimbursement rates for patients in skilled nursing properties (which is among the unit types in ou…

Certain of our tenants, operators, and borrowers, as well as our owned assets in the senior housing segment, are affected, directly or indirectly, by a complex set of federal, state, and local laws and regulations per…

Although the RIDEA structure gives us certain oversight approval rights (e.g., budgets and material contracts) and the right to review operational and financial reporting information, our operators are ultimately in c…

•other factors over which we have limited or no control, including: (i) changes in market and economic conditions; (ii) decline in demand, including after construction has commenced; (iii) natural disasters and other…

•legal and regulatory hurdles, including moratoriums on development and redevelopment activities, climate regulatory requirements or expectations (such as net zero or carbon neutrality), or other building and energy p…

We concentrate our investments in the healthcare property sector.

We depend on real estate investments, particularly in the healthcare property sector, making us more vulnerable to events affecting the healthcare property sector, including a downturn or slowdown in that sector, or l…

Our tenants, operators, and borrowers could also be adversely impacted by a bank failure or other event affecting financial institutions, including through disruptions in access to bank deposits or borrowing capacity,…

In addition, our tenants, operators, and borrowers compete with certain companies that provide similar healthcare services or alternatives such as home health agencies, telemedicine, life care at home, community-based…

Our lab tenants’ ability to raise capital depends on the actual or perceived viability of their products and technologies, their financial and operating condition and outlook, and the overall financial, banking, regul…

•economic conditions potentially restricting growth opportunities; and

•significant funding requirements, including for rent payments due to us that may not be available;

Additionally, changing technologies and cultural trends could negatively impact future demand for our properties, which could have a material adverse effect on our business, results of operations, and financial condit…

In recent periods, many of our costs, including borrowing, construction, labor, utilities, and other operating and administrative costs, have been adversely affected by macroeconomic trends, including higher interest…

We may be negatively impacted by macroeconomic trends that may increase borrowing, construction, labor, and other operating or administrative costs for us and our tenants, operators, and borrowers.

For all these reasons, it is possible that the integration and property management internalization process could result in the distraction of management, the disruption of our ongoing business, or inconsistencies in o…

•performance shortfalls as a result of the diversion of management’s attention caused by integrating the companies’ operations.

•potential unknown liabilities and unforeseen increased expenses, delays, or regulatory conditions associated with the Merger; and

•potential disruptions and performance shortfalls due to the failure to successfully internalize the property management function;

•the failure to retain key employees of either of the two companies;

•the complexities associated with managing the combined businesses out of different locations and integrating personnel from the two companies;

•the inability to dispose of assets or operations that we desire to dispose of;

•the inability to successfully combine the operations of the Company and Physicians Realty Trust, including the integration of employees, customer records and maintaining cybersecurity protections, in a manner that pe…

We have benefited from, and expect to continue to benefit from, the synergies from our Merger with Physicians Realty Trust as a result of (i) the elimination of duplicative costs associated with supporting an addition…

We may be unable to fully integrate the operations of the Company and Physicians Realty Trust successfully and realize the anticipated synergies of the Merger and benefits of property management internalization or do…

Risks Relating to Integration and Property Management Internalization Following the Merger

Changes in federal, state, or local laws or regulations, including changes limiting REIT investment in the healthcare sector, reducing healthcare-related tax benefits for REITs, or requiring additional approvals for h…

Changes in federal, state, or local laws or regulations may limit our opportunities to participate in the ownership of, or investment in, healthcare real estate.

Under the CARES Act and subsequent Covid relief legislation, Congress allocated more than $178 billion to eligible health care providers through the Public Health and Social Services Emergency Fund (the “Provider Reli…

Congressional consideration of legislation pertaining to the federal debt ceiling, the Affordable Care Act, tax reform, and entitlement programs, including reimbursement rates for physicians, could have a material adv…

We could be negatively impacted by legislation to address federal government operations and administrative decisions affecting the Centers for Medicare and Medicaid Services or other legislative or regulatory changes…

•minimum staffing levels and other staffing and quality requirements;

Risks Related to the Regulatory Environment

We currently have and may incur additional debt obligations that have variable interest rates and related payments that vary with the movement of certain indices.

Under certain leases, a portion of the tenant’s rental payment to us is based on the property’s revenues (i.e., contingent rent).

We invest significant time in developing, maintaining, and expanding relationships with both new and existing hospital and health system clients.

We may be unable to develop, maintain, or expand hospital and health system client relationships.

•risks relating to integration and property management internalization following our Merger with Physicians Realty Trust;

•risks related to the regulatory environment;

Certain provisions in the operating agreement of Healthpeak OP or other agreements may delay or prevent unsolicited acquisitions of us or certain other transactions.

Conflicts may include, without limitation conflicts arising from: the entry into transactions between us and Janus Living; enforcement of agreements between us and Janus Living; termination of the management agreement…

We may be subject to conflicts of interest arising out of our relationship with Janus Living and our officers and/or directors who are also officers and/or directors of Janus Living.

There are conflicts of interest in our relationship with Janus Living and our officers and/or directors who are also officers and/or directors of Janus Living.

In addition, if we were to cease to serve as external manager to Janus Living, our ability to control the assets and activities of Janus Living may be limited.

As the majority owner of Janus Living common stock, we will have a significant economic exposure to shifts in the price of Janus Living common stock, which may not correspond to the financial performance of Janus Living.

Following the Janus Living Offering, we intend to externally manage and retain a substantial majority interest in Janus Living, with new public shareholders owning the remaining interest.

We will have significant economic exposure to shifts in the price of Janus Living common stock and our ability to control the assets and activities of Janus Living may be limited.

We may not realize the expected benefits of the Janus Living Offering, including due to macroeconomic trends that may increase operating costs; the effects of economic conditions and market conditions in the markets i…

In December 2025, we confidentially submitted a draft registration statement on Form S-11 to the SEC relating to the proposed Janus Living Offering.

The pending Janus Living Offering may not be completed on the currently contemplated timeline or terms, or at all, and may not achieve the intended benefits.

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

We currently have and may incur additional debt obligations that have variable interest rates and related payments that vary with the movement of certain indices, and we may not be able to offset additional costs caus…

•new or emerging technologies, such as artificial intelligence and automation, that introduce advanced computational technologies into tenants’ research and development programs, which could accelerate and streamline…

Tariffs and potential tariff actions have also led to market volatility, higher construction costs, and supply chain disruptions, which could delay or increase the cost of our development projects and impair our acces…

In general, facilities in non-expansion states face a significantly higher financial risk due to Medicare / Medicaid and Affordable Care Act provisions in the One Big Beautiful Bill Act (“OBBA”).

Furthermore, reductions in Medicaid spending and cuts to Medicaid provider rates, the expiration of health insurance subsidies under the Patient Protection and Affordable Care Act, along with the Health Care and Educa…

Recent and ongoing changes in U.S.

Changes to regulatory, funding, staffing, trade, and other policies and actions by the U.S.

•risks related to the pending Janus Living Offering and our relationship with Janus Living if the Janus Living Offering is completed; and