Healthcare Realty Trust Incorporated
07/31/2026 | Press release | Distributed by Public on 07/31/2026 15:17
Material Event (Form 8-K)
Item 8.01. Other Events.
On July 31, 2026, Healthcare Realty Trust Incorporated (the "Company") and Healthcare Realty Holdings, L.P. (the "Operating Partnership") filed with the U.S. Securities and Exchange Commission (the "SEC") an automatic shelf registration statement on Form S-3ASR filed with the (Registration Nos. 333-297897 and 333-297897-01) (the "New Registration Statement") to replace their existing automatic shelf registration statement on Form S-3ASR (Nos. 333-273784 and 333-273784-01) filed with the SEC on August 8, 2023 (the "Prior Registration Statement"). Upon effectiveness of the New Registration Statement on July 31, 2026, the Prior Registration Statement was deemed terminated.
In connection with the filing of the New Registration Statement, on July 31, 2026, the Company filed with the SEC a prospectus supplement (the "ATM Prospectus Supplement") relating to its existing "at-the-market" equity offering of shares of the Company's Class A common stock, par value $0.01 per share ("Common Stock") having an aggregate gross sales price of up to $1,000,000,000 (the "ATM Program") pursuant to those certain Equity Distribution Agreements, each dated as of December 17, 2025 (as amended from time to time, the "Agreements"), each among the Company and the Operating Partnership, on the one hand, and, respectively, each of (i) J.P. Morgan Securities LLC and JPMorgan Chase Bank, National Association, (ii) BofA Securities, Inc., and Bank of America, N.A., (iii) Barclays Capital Inc. and Barclays Bank PLC, (iv) BTIG, LLC, Nomura Securities International, Inc., and Nomura Global Financial Products, Inc., (v) Citigroup Global Markets Inc. and Citibank, N.A., (vi) Credit Agricole Securities (USA) Inc. and Crédit Agricole Corporate and Investment Bank, (vii) Fifth Third Securities, Inc., (viii) Jefferies LLC, (ix) Mizuho Securities USA LLC and Mizuho Markets Americas LLC, (x) Morgan Stanley & Co. LLC, (xi) MUFG Securities Americas Inc. and MUFG Securities EMEA plc, (xii) RBC Capital Markets, LLC and Royal Bank of Canada, (xiii) Regions Securities LLC, (xiv) Scotia Capital (USA) Inc. and The Bank of Nova Scotia, (xv) Truist Securities, Inc. and Truist Bank and (xvi) Wells Fargo Securities, LLC and Wells Fargo Bank, National Association. No shares of the Company's Common Stock were offered and sold under the ATM Program prior to the termination of the Prior Registration Statement, and therefore, shares of Common Stock having an aggregate offering price of up to $1,000,000,000 remain available for offer and sale pursuant to the Agreements and under the ATM Prospectus Supplement and the New Registration Statement.
An opinion of Venable LLP with respect to the validity of shares of Common Stock that may be offered and sold pursuant to the ATM Prospectus Supplement and the accompanying prospectus is filed herewith as Exhibit 5.1.
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