01/30/2026 | Press release | Distributed by Public on 01/30/2026 16:12
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| LTIP Units | (1) | 01/28/2026 | A | 14,133 | (1)(2) | (1) | Common Stock | 14,133 | (1) | 14,133 | D | ||||
| LTIP Units | (1) | 01/28/2026 | A | 152,067 | (1)(3) | (1) | Common Stock | 152,067 | (1) | 152,067 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Brinker Scott M 4600 SOUTH SYRACUSE STREET SUITE 500 DENVER, CO 80237 |
X | President and CEO | ||
| Carol Samaan, SVP, Legal (Attorney-In-Fact) | 01/30/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Represents a class of units of membership interests in Healthpeak OP, LLC, a Maryland limited liability company ("Healthpeak OP"), the operating subsidiary of the Issuer, designated as LTIP Units ("LTIP Units") intended to qualify as profits interests for U.S. federal income tax purposes. LTIP Units do not have an expiration date. Upon achieving equivalent capital account balance per unit and any applicable vesting conditions, the LTIP Units are convertible at the election of the holder into common unit membership interests in Healthpeak OP (the "OP Units"). The OP Units are redeemable, at the election of the holder, for cash equal to the fair market value of one share of the Issuer's Common Stock or, at the option of Healthpeak OP, convertible to shares of the Issuer's Common Stock on a one-for-one basis, and have no expiration date. |
| (2) | Represents earned performance-based LTIP Units previously granted to the reporting person on February 15, 2023. The performance conditions applicable to the performance-based LTIP Units were determined to have been satisfied by the Issuer's Compensation and Human Capital Committee (the "Committee") on January 28, 2026 (the "Determination Date"), resulting in the earned LTIP Units shown vesting in full on the Determination Date. |
| (3) | Represents earned performance-based LTIP Units previously granted to the reporting person on February 7, 2025. The performance condition applicable to this award was determined to have been satisfied by the Committee on the Determination Date, resulting in the LTIP Units shown being earned. These LTIP Units vest in one-third (1/3) increments on each of the first, second and third anniversaries of the grant date, subject to the reporting person's continued employment through the applicable vesting date. |