Healthcare Realty Trust Prices Upsized $600M Exchangeable Senior Notes Offering

NASHVILLE, Tenn. — Healthcare Realty Trust (NYSE: HR), the largest public, pure-play owner, operator and developer of medical outpatient buildings in the United States, announced May 5, 2026 that its operating partnership, Healthcare Realty Holdings, L.P., priced an upsized $600 million offering of 3.00% exchangeable senior notes due 2032 in a private placement to qualified institutional buyers under Rule 144A of the Securities Act of 1933.

The offering was increased from an initially announced $500 million aggregate principal amount. Settlement is scheduled for May 7, 2026, subject to customary closing conditions. Healthcare Realty Trust will fully and unconditionally guarantee the notes on a senior, unsecured basis.

Terms and Structure

The notes will accrue interest at 3.00% per annum, payable semi-annually on January 15 and July 15 of each year, beginning January 15, 2027, and will mature on January 15, 2032, unless earlier repurchased, redeemed or exchanged. Healthcare Realty Holdings, L.P. also granted initial purchasers an option to purchase up to an additional $100 million aggregate principal amount of notes, exercisable within 13 days of the initial issuance date.

The initial exchange rate is set at 43.4660 shares of Healthcare Realty's class A common stock per $1,000 principal amount of notes, representing an initial exchange price of approximately $23.01 per share — a premium of approximately 17.5% over the last reported sale price of $19.58 per share on May 4, 2026. Before October 15, 2031, noteholders may exchange their notes only upon the occurrence of certain specified events. From and after October 15, 2031, noteholders may exchange at any time until the close of business on the second scheduled trading day immediately before the maturity date.

Healthcare Realty Holdings, L.P. will settle exchanges in cash and, if applicable, shares of Healthcare Realty's class A common stock. The notes will be redeemable, in whole or in part, at Healthcare Realty Holdings, L.P.'s option on or after January 22, 2030, provided the last reported sale price per share of Healthcare Realty's class A common stock exceeds 130% of the exchange price for a specified period and certain other conditions are met. The notes are also redeemable to the extent necessary to preserve Healthcare Realty's status as a real estate investment trust for U.S. federal income tax purposes.

If a fundamental change occurs, noteholders may require Healthcare Realty Holdings, L.P. to repurchase their notes for cash at the principal amount plus accrued and unpaid interest.

Use of Proceeds

Healthcare Realty Holdings, L.P. estimates net proceeds of approximately $582.6 million, or approximately $680.1 million if the initial purchasers fully exercise their overallotment option, after deducting initial purchasers' discounts, commissions and estimated offering expenses.

The company intends to allocate the proceeds as follows: $24.0 million to fund capped call transactions; approximately $75.0 million to repurchase approximately 3.83 million shares of Healthcare Realty's class A common stock in privately negotiated transactions concurrent with the offering's pricing; and the remainder, together with borrowings from its unsecured revolving credit facility, to repay outstanding indebtedness under its 3.500% Senior Notes due 2026. Pending such uses, Healthcare Realty Holdings, L.P. intends to invest proceeds in capital preservation instruments, including short-term, interest-bearing instruments such as U.S. government securities and municipal bonds.

Capped Call Transactions

In connection with the notes pricing, Healthcare Realty Holdings, L.P. and Healthcare Realty entered into privately negotiated capped call transactions with one or more of the initial purchasers or their affiliates and/or other financial institutions. The cap price of the capped call transactions is initially approximately $27.41 per share, representing a premium of approximately 40.0% over the May 4, 2026 closing price of $19.58 per share.

The capped call transactions are designed to reduce potential dilution to Healthcare Realty's class A common stock upon any exchange of the notes and/or offset potential cash payments Healthcare Realty Holdings, L.P. may be required to make in excess of the principal amount of exchanged notes. However, if the market price per share exceeds the cap price, dilution and/or cash payment obligations would not be fully offset to the extent the market price exceeds that cap.

In connection with establishing initial hedges, option counterparties or their affiliates expect to enter into various derivative transactions with respect to Healthcare Realty's class A common stock and/or purchase shares concurrently with or shortly after the pricing of the notes. Option counterparties and/or their affiliates may also modify hedge positions by entering into or unwinding derivatives and/or purchasing or selling Healthcare Realty's class A common stock or other securities following the pricing of the notes and prior to maturity, including following any fundamental change repurchase, redemption or early exchange of the notes and during any observation period related to an exchange of notes after October 15, 2031. This activity could affect the market price of Healthcare Realty's class A common stock or the notes, the ability to exchange the notes, and, to the extent the activity occurs during any observation period related to an exchange of notes, the number of shares and value of consideration that noteholders receive upon exchange.

About Healthcare Realty Trust

Healthcare Realty Trust is headquartered in Nashville, Tennessee, and operates as a real estate investment trust focused on medical outpatient buildings across the United States. The company's operating partnership, Healthcare Realty Holdings, L.P., is the issuing entity for the notes, with Healthcare Realty Trust providing a full, unconditional senior unsecured guarantee.

The notes and any shares of Healthcare Realty's class A common stock issuable upon exchange have not been registered under the Securities Act or any other securities laws, and may not be offered or sold except pursuant to an applicable exemption. Healthcare Realty will enter into a registration rights agreement to register, under the Securities Act, the resale of any shares of class A common stock issuable upon exchange of the notes, subject to specified time periods and certain limitations.

Daniel Gabbay, Executive Vice President and Chief Financial Officer of Healthcare Realty Trust, is the designated investor relations contact for the transaction.

This press release does not constitute an offer to sell, or the solicitation of an offer to buy, the notes or any shares of Healthcare Realty's class A common stock issuable upon exchange of the notes.