S-8

As filed with the Securities and Exchange Commission on May 4, 2023

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________________

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________________

PHYSICIANS REALTY TRUST
(Exact name of registrant as specified in its charter)
___________________________

Maryland	46-2519850
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

309 N. Water Street
Suite 500
Milwaukee, Wisconsin 53202
 (Address of principal executive offices) (Zip Code)

Physicians Realty Trust Amended and Restated 2013 Equity Incentive Plan

Physicians Realty Trust Amended and Restated 2015 Employee Stock Purchase Plan
 (Full titles of the Plans)

John T. Thomas
Physicians Realty Trust
309 N. Water Street
Suite 500
Milwaukee, Wisconsin 53202
 (Name and address of agent for service)

(414) 367-5600
(Telephone number, including area code, of agent for service)

Copy to:

Christopher M. Bartoli
 Baker & McKenzie LLP
300 East Randolph Street, Suite 5000
Chicago, Illinois 60601
(312) 861-8000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒	Accelerated filer ☐
Non-accelerated filer ☐	Smaller reporting company ☐
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

The purpose of this registration statement on Form S-8 (this “Registration Statement”) is to register (i) an additional 4,000,000 common shares of beneficial interest, $0.01 par value (the “Common Shares”), of Physicians Realty Trust, a Maryland real estate investment trust (the “Company”), that may be offered pursuant to the Physicians Realty Trust Amended and Restated 2013 Equity Incentive Plan (the “2013 Plan”) and (ii) an additional 400,000 Common Shares that may be offered pursuant to the Physicians Realty Trust Amended and Restated 2015 Employee Stock Purchase Plan (the “2015 ESPP”).

The Company previously registered (i) 600,000 Common Shares that may be offered under the 2013 Plan pursuant to a registration statement on Form S-8 (File No. 333-190085) filed with the Securities and Exchange Commission (the “Commission”) on July 23, 2013, (ii) 1,850,000 Common Shares that may be offered under the 2013 Plan pursuant to a registration statement on Form S-8 (File No. 333-198715) filed with the Commission on September 12, 2014, (iii) 250,000 Common Shares that may be offered under the 2015 ESPP pursuant to a registration statement on Form S-8 (File No. 333-204032) filed with the Commission on May 8, 2015 and (iv) 4,550,000 Common Shares that may be offered under the 2013 Plan pursuant to a registration statement on Form S-8 (File No. 333-231187) filed with the Commission on May 3, 2019.

PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

The document(s) containing the information specified in Part I of Form S-8 will be sent or given to employees as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”). Such documents need not be filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. In accordance with the introductory note to Part I of Form S-8, these documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II hereof, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents filed with the Commission by the Company under the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are hereby incorporated in this Registration Statement by reference:

1.Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the Commission on February 24, 2023;

2.Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2023, filed with the Commission on May 4, 2023;

3.All other reports filed by the Company pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Annual Report on Form 10-K referred to in (1) above; and

4.The description of the Company’s Common Shares contained in the Company’s Registration Statement on Form 8-A (File No. 001-36007) filed with the Commission on July 17, 2013, under Section 12(b) of the Exchange Act, and any amendments or reports filed for the purpose of updating such description, including Exhibit 4.9to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022.

In addition, all documents filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, subsequent to the date of this Registration Statement (other than any such documents or portions thereof that are furnished under Item 2.02 or Item 7.01 of a Current Report on Form 8-K, unless otherwise indicated therein, including any exhibits included with such Items), prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents.

Any statement contained in this Registration Statement or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained or incorporated by reference herein or in any subsequently filed document which is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable.

ITEM 6. INDEMNIFICATION OF TRUSTEES AND OFFICERS.

Maryland law permits a Maryland real estate investment trust to include in its declaration of trust a provision eliminating the liability of its trustees and officers to the trust and its shareholders for money damages except for liability resulting from (a) actual receipt of an improper benefit or profit in money, property or services or (b) active and deliberate dishonesty that is established by a final judgment and is material to the cause of action. Our declaration of trust contains a provision that eliminates our trustees’ and officers’ liability to the maximum extent permitted by Maryland law.

Maryland law permits a Maryland real estate investment trust to indemnify its present and former trustees and officers, among others, against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding to which they may be made or threatened to be made a party by reason of their service in those or other capacities unless it is established that: (a) the act or omission of the trustee or officer was material to the matter giving rise to the proceeding and (i) was committed in bad faith or (ii) was the result of active and deliberate dishonesty; (b) the trustee or officer actually received an improper personal benefit in money, property or services; or (c) in the case of any criminal proceeding, the trustee or officer had reasonable cause to believe that the act or omission was unlawful. However, under Maryland law, a Maryland real estate investment trust may not indemnify for an adverse judgment in a suit by or in the right of the real estate investment trust or for a judgment of liability on the basis that personal benefit was improperly received, unless in either case a court orders indemnification and then only for expenses. In addition, Maryland law permits a

Maryland real estate investment trust to advance reasonable expenses to a trustee or officer upon the real estate investment trust’s receipt of (a) a written affirmation by the trustee or officer of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification and (b) a written undertaking by him or her or on his or her behalf to repay the amount paid or reimbursed by the trust if it is ultimately determined that the standard of conduct was not met.

Our declaration of trust authorizes us to obligate ourselves and our bylaws obligate us, to the maximum extent permitted by Maryland law, to indemnify any present or former trustee or officer or any individual who, while a trustee or officer of our company and at our request, serves or has served as a trustee, director, officer, partner, member, manager, employee, or agent of another real estate investment trust, corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise and who is made or threatened to be made a party to the proceeding by reason of his or her service in that capacity from and against any claim or liability to which that individual may become subject or which that individual may incur by reason of his or her service in any of the foregoing capacities and to pay or reimburse his or her reasonable expenses in advance of final disposition of a proceeding. Our declaration of trust and bylaws also permit us to indemnify and advance expenses to any individual who served a predecessor of our company in any of the capacities described above and any employees or agents of our company or a predecessor of our company.

We have entered into indemnification agreements with each of our executive officers and trustees whereby we agree to indemnify such executive officers and trustees to the maximum extent permitted by Maryland law against all expenses and liabilities, subject to limited exceptions. These indemnification agreements also provide that upon an application for indemnity by an executive officer or trustee to a court of appropriate jurisdiction, such court may order us to indemnify such executive officer or trustee.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8. EXHIBITS

Exhibit Number	Description
4.1	Articles of Amendment and Restatement to Declaration of Trust of Physicians Realty Trust (filed as Exhibit 3.1 to the Company’s Amendment No. 2 to Registration Statement on Form S-11 filed on June 14, 2013 (File No. 333-188862) and incorporated herein by reference).
4.2	Bylaws of Physicians Realty Trust (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on February 24, 2017 (File No. 001-36007) and incorporated herein by reference).
4.3	Form of Certificate of Common Shares of Physicians Realty Trust (filed as Exhibit 4.1 to the Company’s Amendment No. 2 to Registration Statement on Form S-11 filed on June 14, 2013 (File No. 333-188862) and incorporated herein by reference).
5.1*	Opinion of Venable LLP.
23.1*	Consent of Ernst & Young LLP.
23.2*	Consent of Venable LLP (included in Exhibit 5.1).
24.1*	Power of Attorney (included on signature page).
99.1	Physicians Realty Trust Amended and Restated 2013 Equity Incentive Plan, effective May 3, 2023 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 4, 2023 (File No. 001-36007) and incorporated herein by reference).
99.2	Physicians Realty Trust Amended and Restated 2015 Employee Stock Purchase Plan, effective May 3, 2023 (filed as Appendix C to the Company’s Definitive Proxy Statement filed on March 23, 2023 (File No. 001-36007) and incorporated herein by reference).
107*	Filing Fee Table

* Filed herewith.

ITEM 9. UNDERTAKINGS.

(a)The undersigned registrant hereby undertakes:

(1)To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i)To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii)To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and

(iii)To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

provided, however, that the undertakings set forth in paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

(2)That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Milwaukee, State of Wisconsin, on May 4, 2023.

PHYSICIANS REALTY TRUST

/s/ John T. Thomas

John T. Thomas

Chief Executive Officer and President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints John T. Thomas, Jeffrey N. Theiler and John W. Lucey and each of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement, and any additional related registration statement filed pursuant to Rule 462 under the Securities Act, (including post-effective amendments to the registration statement and any such related registration statements), and to file the same, with all exhibits thereto, and any other documents in connection therewith, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ John T. Thomas     John T. Thomas	Chief Executive Officer, President and Trustee (Principal Executive Officer)	May 4, 2023
/s/ Jeffrey Theiler     Jeffrey Theiler	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	May 4, 2023
/s/ John W. LuceyJohn W. Lucey	Chief Accounting and Administrative Officer (Principal Accounting Officer)	May 4, 2023
/s/ Stanton D. Anderson     Stanton D. Anderson	Trustee	May 4, 2023
/s/ Mark A. Baumgartner     Mark A. Baumgartner	Trustee	May 4, 2023

/s/ Albert C. Black, Jr.      Albert C. Black, Jr.	Trustee	May 4, 2023
/s/ William A. Ebinger, M.D.     William A. Ebinger, M.D.	Trustee	May 4, 2023
/s/ Pamela J. Kessler     Pamela J. Kessler	Trustee	May 4, 2023
/s/ Tommy G. Thompson     Tommy G. Thompson	Chairman	May 4, 2023
/s/ Richard A. Weiss     Richard A. Weiss	Trustee	May 4, 2023
/s/ Ava E. Lias-Booker     Ava E. Lias-Booker	Trustee	May 4, 2023

EX-FILING FEES

Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Physicians Realty Trust (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit Maximum aggregate offering price Fee Rate Amount of registration fee Equity Common Shares, $0.01 par value per share Other 4,000,000 (2) $14.37 (3) $57,480,000 0.00011020 $6,334.30 Equity Common Shares, $0.01 par value per share Other 400,000 (4) $14.37 (3) $5,748,000 0.00011020 $633.43 Total Offering Amounts $63,228,000 $6,967.73 Total Fee Offsets $0.00 Net Fee Due $6,967.73 (1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of common stock of the Registrant that become issuable under the plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected that results in an increase in the number of outstanding shares of common stock of the Registrant. (2) Represents 4,000,000 additional Common Shares that may be offered under the Registrant’s Amended and Restated 2013 Equity Incentive Plan. (3) Estimated in accordance with Rules 457(c) and (h) under the Securities Act, solely for the purpose of calculating the registration fee, based on the average of the high and low prices of the Registrant’s common shares as reported on the New York Stock Exchange on April 28, 2023. (4) Represents 400,000 additional Common Shares that may be offered under the Registrant’s Amended and Restated 2015 Employee Stock Purchase Plan.

EX-5.1

Exhibit 5.1

May 4, 2023

Physicians Realty Trust

309 N. Water Street, Suite 500

Milwaukee, Wisconsin 53202

Re: Registration Statement on Form S-8

Ladies and Gentlemen:

We have served as Maryland counsel to Physicians Realty Trust, a Maryland real estate investment trust (the “Company”), in connection with certain matters of Maryland law relating to the registration by the Company of up to (i) 4,000,000 (the “EIP Shares”) common shares of beneficial interest, $0.01 par value per share (the “Common Shares”), of the Company that the Company may issue pursuant to the Amended and Restated Physicians Realty Trust 2013 Equity Incentive Plan (the “EIP Plan”), and (ii) 400,000 (the “ESPP Shares” and, together with the EIP Shares, the “Shares”) Common Shares that the Company may issue pursuant to the Amended and Restated Physicians Realty Trust 2015 Employee Stock Purchase Plan (the “ESP Plan” and, together with the EIP Plan, the “Plans”), each covered by the above-referenced Registration Statement, and all amendments thereto (the “Registration Statement”), filed by the Company with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “1933 Act”), on or about the date hereof.

In connection with our representation of the Company, and as a basis for the opinion hereinafter set forth, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (hereinafter collectively referred to as the “Documents”):

1.The Registration Statement and the related form of prospectus included therein, substantially in the form in which they were transmitted to the Commission under the 1933 Act;

2.The declaration of trust of the Company (the “Declaration”), certified by the State Department of Assessments and Taxation of Maryland (the “SDAT”);

3.The Bylaws of the Company, certified as of the date hereof by an officer of the Company;

4.A certificate of the SDAT as to the good standing of the Company, dated as of a recent date;

5.Resolutions adopted by the Board of Trustees of the Company and a duly authorized committee thereof (collectively, the “Board”) relating to, among other

Physicians Realty Trust

May 4, 2023

Page 2

matters, the approval of the Plans and the authorization of the issuance of the Shares (the “Board Resolutions”), certified as of the date hereof by an officer of the Company;

6.The Company’s Current Report on Form 8-K, dated as of dated as of the date hereof, reporting the approval by the shareholders of the Plans;

7.The Plans;

8.A certificate executed by an officer of the Company, dated as of the date hereof; and

9.Such other documents and matters as we have deemed necessary or appropriate to express the opinion set forth below, subject to the assumptions, limitations and qualifications stated herein.

In expressing the opinion set forth below, we have assumed the following:

1.Each individual executing any of the Documents, whether on behalf of such individual or another person, is legally competent to do so.

2.Each individual executing any of the Documents on behalf of a party (other than the Company) is duly authorized to do so.

3.Each of the parties (other than the Company) executing any of the Documents has duly and validly executed and delivered each of the Documents to which such party is a signatory, and such party’s obligations set forth therein are legal, valid and binding and are enforceable in accordance with all stated terms.

4.All Documents submitted to us as originals are authentic. The form and content of all Documents submitted to us as unexecuted drafts do not differ in any respect relevant to this opinion from the form and content of such Documents as executed and delivered. All Documents submitted to us as certified or photostatic copies conform to the original documents. All signatures on all Documents are genuine. All public records reviewed or relied upon by us or on our behalf are true and complete. All representations, warranties, statements and information contained in the Documents are true and complete. There has been no oral or written modification of or amendment to any of the Documents, and there has been no waiver of any provision of any of the Documents, by action or omission of the parties or otherwise.

5.The Shares will not be issued or transferred in violation of the restrictions on transfer and ownership contained in Article VII of the Declaration. Upon any issuance of Shares, the total number of Common Shares issued and outstanding

Physicians Realty Trust

May 4, 2023

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will not exceed the total number of Common Shares that the Company is then authorized to issue under the Declaration.

6.Each option, award, right or other security exercisable or exchangeable for a Share pursuant to the Plans (each, an “Award”) will be duly authorized and validly granted in accordance with the applicable Plan, and each Award will be exercised or exchanged in accordance with the terms of the applicable Plan and such Award, including any option or award agreement entered into in connection therewith.

Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, it is our opinion that:

1.The Company is a real estate investment trust duly formed and existing under and by virtue of the laws of the State of Maryland and is in good standing with the SDAT.

2.The issuance of the EIP Shares has been duly authorized and, when issued and delivered by the Company in accordance with the Board Resolutions, the EIP Plan, the Registration Statement and any other resolutions of the Board or a duly authorized committee thereof relating thereto, the EIP Shares will be validly issued, fully paid and nonassessable.

3.The issuance of the ESPP Shares has been duly authorized and, when issued and delivered by the Company in accordance with the Board Resolutions, the ESP Plan, the Registration Statement and any other resolutions of the Board or a duly authorized committee thereof relating thereto, the ESPP Shares will be validly issued, fully paid and nonassessable.

The foregoing opinion is limited to the laws of the State of Maryland and we do not express any opinion herein concerning federal law or the laws of any other state. We express no opinion as to compliance with any federal or state securities laws, including the securities laws of the State of Maryland, or as to federal or state laws regarding fraudulent transfers. To the extent that any matter as to which our opinion is expressed herein would be governed by the laws of any jurisdiction other than the State of Maryland, we do not express any opinion on such matter. The opinion expressed herein is subject to the effect of any judicial decision which may permit the introduction of parol evidence to modify the terms or the interpretation of agreements.

The opinion expressed herein is limited to the matters specifically set forth herein and no other opinion shall be inferred beyond the matters expressly stated. We assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof.

Physicians Realty Trust

May 4, 2023

Page 4

This opinion is being furnished to you for submission to the Commission as an exhibit to the Registration Statement. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of the name of our firm therein. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the 1933 Act.

Very truly yours,

/s/ Venable LLP

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) dated May 4, 2023 pertaining to the Physicians Realty Trust Amended and Restated 2013 Equity Incentive Plan and the Physicians Realty Trust Amended and Restated 2015 Employee Stock Repurchase Plan, of our reports dated February 24, 2023, with respect to the consolidated financial statements and schedules of Physicians Realty Trust and the effectiveness of internal control over financial reporting of Physicians Realty Trust, included in its Annual Report (Form 10-K) for the year ended December 31, 2022, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Milwaukee, Wisconsin

May 4, 2023