Equity and Redeemable Noncontrolling Interests

6 Months Ended

Jun. 30, 2026

Equity [Abstract]

Equity and Redeemable Noncontrolling Interests

Equity and Redeemable Noncontrolling Interests

Dividends

On July 9, 2026, the Company’s Board of Directors declared a monthly common stock cash dividend of $0.10167 per share for each of July, August, and September 2026, payable on July 31, 2026, August 28, 2026, and September 25, 2026, respectively, to stockholders of record as of the close of business on July 20, 2026, August 17, 2026, and September 14, 2026, respectively.

During each of the three months ended June 30, 2026 and 2025, the Company declared and paid common stock cash dividends of $0.305 per share. During each of the six months ended June 30, 2026 and 2025, the Company declared and paid common stock cash dividends of $0.610 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 June 30, 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 and six months ended June 30, 2026 and 2025, the Company did not utilize the forward provisions under the ATM Program.

ATM Direct Issuances

During each of the three and six months ended June 30, 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 could 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 could 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. During the three months ended June 30, 2025, the Company repurchased 3.94 million shares of its common stock under the 2024 Share Repurchase Program at a weighted average price of $18.22 per share for a total of $72 million. During the six months ended June 30, 2025 the Company repurchased 5.09 million shares of its common stock under the 2024 Share Repurchase Program at a weighted average price of $18.50 per share for a total of $94 million. During the three and six months ended June 30, 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 repurchase under the 2024 Share Repurchase Program. The 2024 Share Repurchase Program expired in July 2026.

On July 30, 2026, the Company’s Board of Directors approved a new share repurchase program (the “2026 Share Repurchase Program”) to supersede and replace the 2024 Share Repurchase Program. Upon adoption of the 2026 Share Repurchase Program, no further share repurchases may be made pursuant to the 2024 Share Repurchase Program. Under the 2026 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 “Exchange Act”, or pursuant to one or more plans adopted under Rule 10b5-1 promulgated under the Exchange Act), in an amount up to an aggregate purchase price of $500 million. Purchases of common stock under the 2026 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 2026 Share Repurchase Program may be suspended or terminated at any time without prior notice. No shares have been repurchased under the 2026 Share Repurchase Program.

Accumulated Other Comprehensive Income (Loss)

The following table summarizes the Company’s accumulated other comprehensive income (loss) (in thousands):

	June 30, 2026		December 31, 2025
Unrealized gains (losses) on derivatives, net	$	12,214	$	(8,110)
Supplemental Executive Retirement Plan minimum liability	(1,680)		(1,827)
Total accumulated other comprehensive income (loss)	$	10,534	$	(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 June 30, 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 $14 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 six months ended June 30, 2026, a portion of these proceeds were utilized to fund certain other offering and transaction-related costs (see Note 20).

On June 4, 2026, an additional 25,000,000 shares of Janus Living’s Class A-1 common stock were issued to public investors following the completion of the Janus Living June Follow-On Offering. As part of the Janus Living June Follow-On Offering, Janus Living granted the underwriters a 30-day option to purchase up to an additional 3,750,000 shares of Janus Living’s Class A-1 common stock, which was exercised in full on June 22, 2026. The Janus Living June Follow-On Offering generated total gross proceeds of $719 million, less $28 million of fees paid to the underwriters. In addition, $1 million of offering costs were incurred and recognized within total noncontrolling interests on the Consolidated Statements of Equity and Redeemable Noncontrolling Interests during the three months ended June 30, 2026.

As of June 30, 2026, Janus Living public investors represent a 26.4% 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 and Janus Living June Follow-On Offering 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 six months ended June 30, 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 June 30, 2026, there were approximately 6 million Healthpeak OP Units outstanding and 492 thousand had met the criteria for redemption. As of June 30, 2026, the value of the Healthpeak OP Units that had met the criteria for redemption based on the closing stock price on June 30, 2026 was $11 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 six months ended June 30, 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. When certain conditions are met, the holders of Janus Living OP Units have the right to require redemption of part or all of their Janus Living OP Units for cash or shares of the Janus Living’s Class A-1 common stock, at Janus Living’s option as managing member of 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 June 30, 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 June 30, 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 June 30, 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 June 30, 2026 and December 31, 2025, was $286 million and $215 million, respectively.