Form 8-K
8-K — Healthcare Realty Trust Inc
Accession: 0001628280-26-051458
Filed: 2026-07-31
Period: 2026-07-31
CIK: 0001360604
SIC: 6798 (REAL ESTATE INVESTMENT TRUSTS)
Item: Other Events
Item: Financial Statements and Exhibits
Documents
8-K — hr-20260731.htm (Primary)
EX-5.1 (exhibit51-8xkjuly2026.htm)
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8-K
8-K (Primary)
Filename: hr-20260731.htm · Sequence: 1
hr-20260731
0001360604False00013606042026-07-312026-07-31
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 31, 2026
HEALTHCARE REALTY TRUST INCORPORATED
(Exact name of registrant as specified in its charter)
Maryland 001-35568 20-4738467
(State or other jurisdiction of
incorporation or organization) (Commission File Number) (I.R.S. Employer
Identification Number)
3310 West End Avenue, Suite 700 Nashville, Tennessee 37203
(615) 269-8175
(Address of Principal Executive Office and Zip Code)
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading symbol(s) Name of each exchange on which registered
Class A Common Stock, $0.01 par value per share HR New York Stock Exchange
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter):
Healthcare Realty Trust Incorporated ☐ 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 13(a) of the Exchange Act.
Healthcare Realty Trust Incorporated ☐
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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number
Description
5.1
Opinion of Venable LLP.
23.1
Consent of Venable LLP (included in Exhibit 5.1).
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: July 31, 2026
Healthcare Realty Trust Incorporated
By:
/s/ Andrew Loope
Andrew Loope
Executive Vice President, General Counsel and Secretary
EX-5.1
EX-5.1
Filename: exhibit51-8xkjuly2026.htm · Sequence: 2
Document
Exhibit 5.1
750 E. PRATT STREET SUITE 900 BALTIMORE, MD 21202
T 410.244.7400 F 410.244.7742 www.Venable.com
July 31, 2026
Healthcare Realty Trust Incorporated
3310 West End Avenue, Suite 700
Nashville, Tennessee 37203
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have served as Maryland counsel to Healthcare Realty Trust Incorporated, a Maryland corporation (the “Company”), in connection with certain matters of Maryland law relating to the offering and sale from time to time of shares (the “Shares”) of the Company’s Class A Common Stock, $0.01 par value per share (the “Common Stock”), having a maximum aggregate offering price of up to $1,000,000,000, in one or more at-the-market offerings, 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”).
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 in the form in which it was transmitted to the Commission under the 1933 Act;
2.The Company’s Prospectus, dated July 31, 2026 (the “Base Prospectus”), as supplemented by a Prospectus Supplement, dated July 31, 2026 (the “Prospectus Supplement” and, together with the Base Prospectus, the “Prospectus”), each in the form in which it was transmitted to the Commission for filing pursuant to Rule 424(b) under the 1933 Act;
3.The charter of the Company (the “Charter”), certified by the State Department of Assessments and Taxation of Maryland (the “SDAT”);
4.The Fourth Amended and Restated Bylaws of the Company, certified as of the date hereof by an officer of the Company;
5.A certificate of the SDAT as to the good standing of the Company, dated as of a recent date;
6.Resolutions (the “Resolutions”) of the Board of Directors of the Company, relating to, among other matters, the authorization of (a) the execution and delivery by the Company of the Distribution Agreements, the Master Forward Confirmations and any Forward Confirmation (each as defined below) and (b) the sale and issuance of the Shares, certified as of the date hereof by an officer of the Company;
Healthcare Realty Trust Incorporated
July 31, 2026
Page 2
7.The 16 Equity Distribution Agreements, dated as of December 17, 2025, as amended by the Omnibus Amendment No. 1 to the Equity Distribution Agreements, dated as of July 31, 2026 (as amended, each a “Distribution Agreement” and, collectively, the “Distribution Agreements”), by and among the Company, Healthcare Realty Holdings, L.P., a Delaware limited partnership, and one of J.P. Morgan Securities LLC, Barclays Capital Inc., BofA Securities, Inc., Citigroup Global Markets Inc., Credit Agricole Securities (USA) Inc., Fifth Third Securities, Inc., Jefferies LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., RBC Capital Markets, LLC, Regions Securities LLC, Scotia Capital (USA) Inc., Scotia Capital (USA) Inc., Truist Securities, Inc., Wells Fargo Securities, LLC, and BTIG, LLC, as agent (in any such capacity, each an “Agent” and, collectively, the “Agents”), and one of JPMorgan Chase Bank, National Association, Barclays Bank PLC, Bank of America, N.A., Nomura Global Financial Products, Inc., Citibank, N.A., Crédit Agricole Corporate and Investment Bank, Jefferies LLC, Mizuho Markets Americas LLC, Morgan Stanley & Co. LLC, MUFG Securities EMEA plc, Royal Bank of Canada, Regions Securities LLC, The Bank of Nova Scotia and Truist Bank and Wells Fargo Bank, National Association, each as forward purchaser (in such capacity, each a “Forward Purchaser,” and collectively, the “Forward Purchasers”);
8.The Master Forward Confirmations, each dated December 17, 2025, by and between the Company and one of the Forward Purchasers (a “Master Forward Confirmation”) and the form of Supplemental Confirmation attached to the Master Forward Confirmations as Exhibit A (the “Form of Supplemental Confirmation” and, any executed and delivered Supplemental Confirmation in the form of the Form of Supplemental Confirmation, collectively with the applicable Master Forward Confirmation, a “Forward Confirmation”);
9.A certificate executed by an officer of the Company, dated as of the date hereof; and
10.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
Healthcare Realty Trust Incorporated
July 31, 2026
Page 3
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.Upon the issuance of any Shares, including any Shares issuable by the Company to any Forward Purchaser pursuant to a Forward Confirmation (the “Forward Shares”), the total number of shares of Common Stock issued and outstanding will not exceed the total number of shares of Common Stock that the Company is then authorized to issue under the Charter.
6.None of the Shares or the Forward Shares will be issued, sold or transferred in violation of the restrictions on ownership and transfer contained in Article VI of the Charter.
7.Each Supplemental Confirmation entered into by and between the Company and any Forward Purchaser in relation to any Forward Shares will not differ in any manner material to this opinion from the Form of Supplemental Confirmation.
Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, it is our opinion that:
1.The Company is a corporation duly incorporated 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 and sale of any Shares by the Company to the Agents pursuant to the Distribution Agreements and the issuance and delivery of any Forward Shares by the Company to the Forward Purchasers pursuant to the Distribution Agreements and the applicable Forward Confirmations have been duly authorized by all necessary corporate action on the part of the Company and, when issued and delivered by the Company in accordance with the Resolutions, the Registration Statement, the Distribution Agreements and, if applicable, such Forward Confirmations against payment of the consideration set forth therein, the Shares and the Forward Shares will be validly issued, fully paid and nonassessable.
Healthcare Realty Trust Incorporated
July 31, 2026
Page 4
The foregoing opinion is limited to the laws of the State of Maryland, and we do not express any opinion herein concerning any federal or other state law or the laws of any other jurisdiction. We express no opinion as to the applicability or effect of federal or state securities laws, including the securities laws of the State of Maryland, or as to federal or state laws regarding fraudulent transfers or the laws, codes or regulations of any municipality or other local jurisdiction. 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.
This opinion is being furnished to you for submission to the Commission as an exhibit to the Company’s Current Report on Form 8-K relating to the Shares (the “Current Report”), which is incorporated by reference in the Registration Statement. We hereby consent to the filing of this opinion as an exhibit to the Current Report 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
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Cover Page
Jul. 31, 2026
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Entity Address, City or Town
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Entity Address, State or Province
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Entity Address, Postal Zip Code
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City Area Code
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Local Phone Number
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