DEF 14A of Healthpeak Properties, Inc., Mar 12, 2026

DEF 14A of Healthpeak Properties, Inc.

Filed Mar 12, 2026 · FY20250001104659-26-027086

Open on EDGAR

  1. 2025 Business Highlights

    | Frequently Accessed Information | | | Auditor Fees | 83 | | Beneficial Ownership Table | 79 | | Board and Committee Evaluations | 21 | | CEO Pay Ratio | 72 | | Compensation Discussion and Analysis | 41 | | Compensation Peer Group | 58 | | Corporate Governance Highlights | 23 | | Corporate Impact Highlights and Initiatives | 8, 28 | | Director Biographies | 13 | | Director Compensation | 34 | | Director Skills Matrix | 12 | | Pay-Versus-Performance Table | 72 | | Risk Oversight | 25 | | Stock Ownership Requirements | 35, 59 | | Summary Compensation Table | 60 |

  2. Our Director Nominees

    Our Director Nominees We believe the range and breadth of experience, perspectives, skills, and tenures of our director nominees create an appropriate balance on our Board.

  3. Our Director Nominees

    | | | | For an overview of all our directors’ core skills and experience, see the skills matrix on page 12. | |

  4. Our Director Nominees

    | Director Nominees | Age | Director Since | Audit | Compensation | Governance | Investment | | Scott M. Brinker President and Chief Executive Officer, Healthpeak Properties, Inc. | 49 | 2022 | | | | | | Katherine M. Sandstrom INDEPENDENT Chair of the Board, Healthpeak Properties, Inc.; Former Senior Managing Director, Heitman LLC | 57 | 2018 | | | | | | John T. Thomas Vice Chair of the Board, Healthpeak Properties, Inc.; Former President and Chief Executive Officer, Physicians Realty Trust | 59 | 2024 | | | | | | Brian G. Cartwright INDEPENDENT Former General Counsel, Securities and Exchange Commission | 78 | 2013 | | | | | | James B. Connor INDEPENDENT Former Chairman and CEO Duke Realty Corporation | 67 | 2023 | | | | | | R. Kent Griffin, Jr. INDEPENDENT Managing Director, PHICAS Investors; Former President, BioMed Realty Trust, Inc. | 56 | 2018 | | | | | | Sara G. Lewis INDEPENDENT Founder and CEO, Lewis Corporate Advisors, LLC | 58 | 2019 | | | | | | Ava E. Lias-Booker INDEPENDENT Partner McGuireWoods LLP | 65 | 2024 | | | | | | Richard A. Weiss INDEPENDENT Former Partner Foley & Lardner LLP | 79 | 2024 | | | | |

  5. Our Director Nominees

    | | Chair | | Member | | Following the Annual Meeting, and subject to their election as directors, it is anticipated that Ms. Lias-Booker and Mr. Weiss will be appointed to the Audit Committee, and that Mr. Connor will step down from the Audit Committee and be appointed to the Investment and Finance Committee and serve as its Chair. | | | |

  6. Our Director Nominees

    Compensation Highlights

  7. 2025 Executive Compensation Program

    | | Element | Form | 2025 Metrics and Weighting | | | 1 | Base Salary | Fixed Cash | Base level of competitive cash to attract and retain executive talent | | | 2 | Annual Incentive Award (STIP) | Performance-Based Cash | | Pre-established objective financial performance metrics to align compensation with corporate strategic goals • 55% – Normalized FFO per share • 15% – Net Debt to Adjusted EBITDAre | | | | | | Corporate impact performance metrics to align compensation with our corporate impact strategy | | | | | | Individual performance to reward individual initiative and achievement | | 3 | Long-Term Incentive Award (LTIP) | Performance-Based Equity Awards | | 3-year cliff vesting based on TSR performance from 2025 through 2027 relative to the following components, subject to a 1-year post-vesting holding period (other than the settlement of shares in connection with applicable tax withholding): • Component 1 – TSR Performance Relative to Healthcare REIT Peers (45% of overall award) • Component 2 – TSR Performance Relative to Compensation Peers listed on page 56 (15% of overall award) | | | | Service-Based Equity Awards | | 3-year annual vesting, subject to a pre-established Normalized FFO per share performance hurdle and 1-year post-vesting holding period (other than the settlement of shares in connection with applicable tax withholding) |

  8. Core Competencies

    | Strategic Oversight Essential to guiding our long-term business strategy | Governance Supports strong Board and management accountability and alignment with stockholders’ interests | Leadership Important for driving positive change and developing leadership qualities in others | Integrity and Ethics Paramount for ensuring the sound reputation and operation of the Company |

  9. Director Nominees

    Director Nominees

  10. Director Nominees

    | Scott M. Brinker President and Chief Executive Officer, Director Age: 49 DIRECTOR SINCE: 2022 COMMITTEES: NONE OTHER CURRENT PUBLIC COMPANY BOARDS: ● None | PROFESSIONAL EXPERIENCE ● Healthpeak’s President, Chief Executive Officer, and a member of the Board since October 2022, President and Chief Investment Officer from January 2020 to October 2022, and Executive Vice President and Chief Investment Officer from March 2018 to December 2019. ● Executive Vice President and Chief Investment Officer of Welltower Inc. (NYSE: WELL), from July 2014 to January 2017, and Executive Vice President – Investments from February 2012 to July 2014. ● Member of the Executive Board and Governance Committee of the National Association of Real Estate Investment Trusts (“Nareit”). ● Expected to serve on the Janus Living board of directors following the completion of its initial public offering. | | | | QUALIFICATIONS Mr. Brinker brings to our Board extensive experience in the healthcare REIT industry gained from his leadership roles at Healthpeak and another publicly traded REIT. His knowledge of the Company’s operations and strategy as our President and Chief Executive Officer and former role as Chief Investment Officer, as well as his extensive and diverse experience in investments, business development, underwriting, asset management, capital markets, investor relations, corporate finance, and industry- wide relationships and perspective, all contribute to leading our Company and executing our strategy. | ● Risk Oversight/Management ● Investment Expertise ● Financial Expertise and/or Literacy ● Human Capital Management ● Public Company Board Experience ● Corporate Impact ● Legal/Government/Regulatory ● REIT/Real Estate ● Healthcare Industry ● Cybersecurity Oversight ● Public Company Executive |

  11. Director Nominees

    | Katherine M. Sandstrom Independent Chair of the Board Age: 57 DIRECTOR SINCE: 2018 BOARD CHAIR SINCE: 2023 COMMITTEES: GOVERNANCE (CHAIR) OTHER CURRENT PUBLIC COMPANY BOARDS: ● EastGroup Properties, Inc. (NYSE: EGP) ● Toll Brothers, Inc. (NYSE: TOL) ● Urban Edge Properties (NYSE: UE) | PROFESSIONAL EXPERIENCE ● Advisor to Heitman LLC from July 2018 to March 2019. ● Senior Managing Director and global head of Heitman LLC’s Public Real Estate Securities business from 2013 to 2018. ● Several senior leadership positions at Heitman LLC across multiple facets of the institutional real estate investment industry. ● Member of Global Management Committee, the Board of Managers, and the Allocation Committee while at Heitman LLC. ● Certified Public Accountant. ● Expected to serve on the Janus Living board of directors following the completion of its initial public offering and in consideration of her time commitments at such time. | | | | QUALIFICATIONS Ms. Sandstrom brings to our Board more than 30 years of real estate finance and investment experience. She has an extensive background overseeing buy-side investment teams for REIT securities, strategies, and assets. Ms. Sandstrom’s background as a senior executive at Heitman LLC, as well as her prior tenure as our Board Vice Chair and service on other REIT boards, are beneficial in her role as the Chair of our Board and Chair of the Governance Committee. | ● Risk Oversight/Management ● Investment Expertise ● Financial Expertise and/or Literacy ● Human Capital Management ● Public Company Board ● Corporate Impact ● REIT/Real Estate |

  12. Director Nominees

    | John T. Thomas Vice Chair of the Board Age: 59 DIRECTOR SINCE: 2024 VICE CHAIR SINCE: 2024 COMMITTEES: NONE OTHER CURRENT PUBLIC COMPANY BOARDS: ● None | PROFESSIONAL EXPERIENCE ● President, Chief Executive Officer, and Trustee of Physicians Realty Trust (formerly NYSE: DOC), from 2013 until its merger with our Company in 2024. ● Executive Vice President – Medical Facilities of Welltower Inc. (NYSE: WELL, formerly Health Care REIT Inc.), from 2009 to 2012. ● President, Chief Development Officer and Business Counsel of Cirrus Health, from 2005 to 2008. ● Senior Vice President and General Counsel of Baylor Health Care System, from 2000 to 2005. ● General Counsel and Secretary of the St. Louis division of the Sisters of Mercy Health System, from 1997 to 2000. ● Tax Attorney at Sonnenschein, Nath & Rosenthal (now Dentons), from 1995 to 1997, where he was elected Partner in 1997; at Shook, Hardy & Bacon from 1992 to 1995; and at Milbank, Tweed, Hadley & McCoy from 1990 to 1992. ● Member of the Boards of Trustees of the Jacksonville State University Foundation and the Auburn University Real Estate Foundation. ● Former Director at Education Realty Trust, Inc. (formerly NYSE: EDR). | | | | QUALIFICATIONS Mr. Thomas brings to our Board extensive background, skills and experience in the healthcare real estate industry. As former President and Chief Executive Officer of Physicians Realty Trust and a former executive at other companies in the healthcare and real estate industries, he is knowledgeable on various aspects of the outpatient medical business and has considerable executive experience in the real estate industry. Mr. Thomas also has experience in legal and government affairs and healthcare policy from his time as General Counsel of health systems, as co-founder and chairman of a national coalition to reform medical malpractice laws through federal legislation, and testifying before Congressional committees. | ● Risk Oversight/Management ● Investment Expertise ● Financial Expertise and/or Literacy ● Human Capital Management ● Public Company Board ● Corporate Impact ● Legal/Government/Regulatory ● REIT/Real Estate ● Healthcare Industry ● Cybersecurity Oversight ● Public Company Executive |

  13. Director Nominees

    | Brian G. Cartwright Independent Director Age: 78 DIRECTOR SINCE: 2013 COMMITTEES: COMPENSATION, GOVERNANCE OTHER CURRENT PUBLIC COMPANY BOARDS: ● None | PROFESSIONAL EXPERIENCE ● Senior Advisor (inactive) at Patomak Global Partners, LLC, a regulatory consulting firm, since 2012. ● General Counsel of the SEC from 2006 to 2009. ● Senior Advisor at the law firm of Latham & Watkins LLP from 2009 to 2011. Partner, serving in various senior management positions, including as a member of its Executive Committee, from 1988 to 2005. ● Law clerk to Associate Justice Sandra Day O’Connor, United States Supreme Court from 1981 to 1982. ● Member of the Board of Trustees of the Pacific Legal Foundation, a nonprofit provider of legal services, and previously served in various capacities including as Chair and Vice Chair. ● Former Director at Investment Technology Group (formerly NYSE: ITG), from 2016 to 2019. | | | | QUALIFICATIONS Mr. Cartwright brings to our Board unparalleled and distinguished corporate governance, regulatory, and legal experience, having previously served as general counsel of the SEC, which provides valuable insight in his role as a member of the Governance Committee and Compensation Committee. His legal background and experience managing a large professional services firm provides our Board with considerable expertise regarding comprehensive issues faced by public companies. Additionally, Mr. Cartwright has extensive experience with accounting and auditing issues from his time with Latham & Watkins LLP and at the SEC. | ● Risk Oversight/Management ● Investment Expertise ● Financial Expertise and/or Literacy ● Human Capital Management ● Public Company Board ● Corporate Impact ● Legal/Government/Regulatory ● Healthcare Industry |

  14. Director Nominees

    | James B. Connor Independent Director Age: 67 DIRECTOR SINCE: 2023 COMMITTEES: AUDIT, COMPENSATION (CHAIR) OTHER CURRENT PUBLIC COMPANY BOARDS: ● EPR Properties (NYSE: EPR) ● Prologis, Inc. (NYSE: PLD) | PROFESSIONAL EXPERIENCE ● Chairman and Chief Executive Officer of Duke Realty Corporation (formerly NYSE: DRE), a REIT, from April 2017 until the company’s acquisition by Prologis, Inc. (NYSE: PLD) in October 2022. President and Chief Executive Officer from January 2016 to April 2017, Senior Executive Vice President and Chief Operating Officer from 2013 to 2015, Senior Regional Executive Vice President from 2011 to 2013, Executive Vice President Midwest Region from 2003 to 2010, and Senior Vice President from 1998 to 2003. ● Various executive and brokerage positions at Cushman & Wakefield from 1981 to 1998, most recently as Senior Managing Director for the Midwest area. ● Former First Vice Chair of the Executive Board of Nareit. ● Member of the Board of Trustees of Roosevelt University in Chicago, and previously served as Chair. | | | | QUALIFICATIONS Mr. Connor brings to our Board business administration, capital markets, corporate development, corporate governance, human capital, investor relations, marketing, public company, and sustainability expertise gained from his leadership roles at another publicly traded REIT for more than 20 years, most recently as its chairman of the board and chief executive officer, and more than 15 years of additional experience in commercial real estate. His extensive background as a REIT chief executive provides valuable insight in his role as a member of the Audit Committee and Compensation Committee. | ● Risk Oversight/Management ● Investment Expertise ● Financial Expertise and/or Literacy ● Human Capital Management ● Public Company Board ● Corporate Impact ● Legal/Government/Regulatory ● REIT/Real Estate ● Healthcare Industry ● Cybersecurity Oversight ● Public Company Executive |

  15. Director Nominees

    | R. Kent Griffin, Jr. Independent Director Age: 56 DIRECTOR SINCE: 2018 COMMITTEES: AUDIT (CHAIR), INVESTMENT OTHER CURRENT PUBLIC COMPANY BOARDS: ● Cousins Properties Inc. (NYSE: CUZ) | PROFESSIONAL EXPERIENCE ● Managing Director of PHICAS Investors since June 2016. ● President and Chief Operating Officer of BioMed Realty Trust, Inc. (formerly NYSE: BMR) from 2008 to 2015. Chief Financial Officer from 2006 to 2010. ● Senior Vice President, investment banking division, Raymond James & Associates, Inc. from 2003 to 2006. ● Associate, investment banking division, J.P. Morgan Securities, Inc. from 1998 to 2003. ● Auditor, Arthur Andersen, LLP from 1992 to 1997. ● Former Chairman and current member of the Board of Directors for Charleston Waterkeeper (nonprofit); Chairman of the Board of Directors for Coastal Conservation League (nonprofit); and Member of Audit & Finance Committee for the Charleston County School District. ● Former Director at Tier REIT, Inc. (NYSE: TIER), from 2017 to 2019. ● Member of the Advisory Board of Verger Capital Management. | | | | QUALIFICATIONS Mr. Griffin brings to our Board extensive real estate and corporate finance experience gained from his leadership roles, currently at PHICAS as a managing director and previously as the president, chief operating officer, and chief financial officer of BioMed Realty Trust, Inc. Mr. Griffin leverages his experience as an auditor at a major public accounting firm in his role as Chair of the Audit Committee, as well as his investment banking and corporate finance experience in his role as a member of the Investment and Finance Committee (“Investment Committee”). | ● Risk Oversight/Management ● Investment Expertise ● Financial Expertise and/or Literacy ● Human Capital Management ● Public Company Board ● Corporate Impact ● Legal/Government/Regulatory ● REIT/Real Estate ● Healthcare Industry ● Cybersecurity Oversight ● Public Company Executive |

  16. Director Nominees

    | Sara G. Lewis Independent Director Age: 58 DIRECTOR SINCE: 2019 COMMITTEES: COMPENSATION, GOVERNANCE OTHER CURRENT PUBLIC COMPANY BOARDS: ● Freeport-McMoRan, Inc. (NYSE: FCX) ● Weyerhaeuser Company (NYSE: WY) | PROFESSIONAL EXPERIENCE ● Founder and Chief Executive Officer of Lewis Corporate Advisors, LLC from 2009 to 2018. ● Executive Vice President and Chief Financial Officer (from 2002 to 2009) and Managing Director, Finance and Capital Markets (from 2001 to 2002) of Washington Real Estate Investment Trust Company (formerly NYSE: WRE). ● Vice President, Finance and Investor Relations of Corporate Office Properties Trust (NYSE: OFC) from 1999 to 2001. ● Observing Board Member for the PwC USA LLP Board of Partners and Principals since 2024. ● Board Leadership Fellow of the National Association of Corporate Directors since 2012; delegate for the Advisory Council for Risk Oversight; Directorship 100 recipient in 2017. ● Senior Trustee of The Brookings Institution since 2024 and board member since 2016. Formerly a member of the Executive Committee and Chair of the Governance Studies Council, Vice Chair of the Audit Committee, and member of the Investment Committee and Budget & Finance Committee. ● Member of the Leadership Board and Corporate Governance Committee of the U.S. Chamber of Commerce Center for Capital Markets Competitiveness since 2015, as well as a member of the ESG Committee. ● Audit Committee Council member of the Center for Audit Quality. ● Former Director at Sun Life Financial, Inc. (NYSE: SLF), from 2014 to 2021; PS Business Parks, Inc. (formerly NYSE: PSB) from 2010 to 2019; and previously served as a director on several other public company boards, including Adamas Pharmaceuticals, Inc. (formerly Nasdaq: ADMS); Plum Creek Timber Company, Inc. (formerly NYSE: PCL); and CapitalSource, Inc. (formerly NYSE: CSE), as well as Everside Health (now Marathon Health), a private company. ● Certified Public Accountant and Chartered Financial Analyst. | | | | QUALIFICATIONS Ms. Lewis brings to our Board extensive boardroom experience and over 30 years of corporate finance and capital markets experience. For more than 20 years, she has served on several public company boards, including as chair of audit, compensation, and governance committees and presiding director. Ms. Lewis has been part of the executive teams of several public REITs, including as a chief financial officer, which complement her role as Chair of the Compensation Committee and a member of the Governance Committee. | ● Risk Oversight/Management ● Investment Expertise ● Financial Expertise and/or Literacy ● Human Capital Management ● Public Company Board ● Corporate Impact ● Legal/Government/Regulatory ● REIT/Real Estate ● Healthcare Industry ● Cybersecurity Oversight ● Public Company Executive |

  17. Director Nominees

    | Ava E. Lias-Booker Independent Director Age: 65 DIRECTOR SINCE: 2024 COMMITTEES: GOVERNANCE OTHER CURRENT PUBLIC COMPANY BOARDS: ● None | PROFESSIONAL EXPERIENCE ● Partner at McGuireWoods LLP, since 2004, and served in a variety of leadership roles, including on the firm’s Board of Partners and Associates Committee, as the Office Managing Partner of the firm’s Baltimore Office, and as chair of the firm’s Diversity and Inclusion Committee. ● Partner at Saul Ewing LLP, from 2001 to 2004. ● Partner at Gordon, Feinblatt, Rothman, Hoffberger & Hollander LLP, from 1995 to 2001. ● Partner at Saul Ewing LLP (formerly Weinberg & Green LLC), from 1994 to 1995. ● Former Trustee at Physicians Realty Trust (formerly NYSE: DOC), from 2022 until its merger with our Company in 2024. ● Member of the Board of Directors of the University of Maryland Saint Joseph’s Medical System (UMMS), serving on its Audit and Compliance committee, and Vice Chair of a UMMS operating board for St. Joseph’s Hospital and chair of its Governance Committee; and member of the Boards of Visitors of Duke University School of Law (honorary) and the University of Maryland Francis King Carey School of Law (emeritus). | | | | QUALIFICATIONS Ms. Lias-Booker brings to our Board extensive experience in legal, governance, and regulatory compliance matters, as well as leadership on human capital management issues, which complement her role as a member of the Governance Committee. Her prior experience serving on the board of trustees of Physicians Realty Trust provided her with expertise in risk oversight, investments, financial literacy, and public company board matters, and her experience serving on the Audit and Compliance Committee of the University of Maryland Medical System board of directors has also enhanced her experience in risk oversight, investments and financial literacy. | ● Risk Oversight/Management ● Investment Expertise ● Financial Expertise and/or Literacy ● Human Capital Management ● Public Company Board ● Corporate Impact ● Legal/Government/Regulatory |

  18. Director Nominees

    | Richard A. Weiss Independent Director Age: 79 DIRECTOR SINCE: 2024 COMMITTEES: INVESTMENT OTHER CURRENT PUBLIC COMPANY BOARDS: ● None | PROFESSIONAL EXPERIENCE ● Public finance attorney at Foley & Lardner LLP, from 1971 to 2008, including as a Partner from 1978 to 2008 and as a member of the Management Committee from 1999 to 2008. ● Former Trustee at Physicians Realty Trust (NYSE: DOC), from 2013 until its merger with our Company in 2024. ● Member of the Board of Directors and former chair of the Audit Committee of Ascendium Education Group. ● Former member of the Boards of Directors of Advocate Aurora Health and predecessor companies, including terms as finance committee chair and board chair of Aurora Health Care and Milwaukee Psychiatric Hospital; former member and Chair of the Board of Directors of Washington Hospital Center in Washington, D.C.; former member of the executive committee of the Board of Directors of the Greater Washington Board of Trade; and former member of the Board of Trustees of the Medical College of Wisconsin. | | | | QUALIFICATIONS Mr. Weiss brings to our Board more than 50 years of healthcare industry, legal, and financial experience, as well as experience in legal and regulatory compliance matters, which complement his role as a member of our Investment Committee. | ● Risk Oversight/Management ● Investment Expertise ● Financial Expertise and/or Literacy ● Human Capital Management ● Public Company Board ● Corporate Impact ● Legal/Government/Regulatory ● REIT/Real Estate ● Healthcare Industry ● Cybersecurity Oversight |

  19. Board Composition and Committee Rotation

    Board Composition and Committee Rotation The Governance Committee periodically assesses our directors’ skills, experience, and perspectives in the context of the Board’s overall composition, as well as the current and future needs of the Company and the Board. Among other matters, the Committee considers the results of its annual self-assessments for the Board and its committees when reviewing Board leadership and committee composition. In considering Board composition and leadership, the Board balances the benefits derived from continuity and experience, as well as fresh viewpoints and perspectives. By periodically rotating committee composition, our directors gain a comprehensive understanding of different aspects of our business. Our Board conducted a comprehensive review of its composition and structure and made the following updates in 2025 and 2026:

  20. Board Composition and Committee Rotation

    | ● | Mr. Connor was appointed as Chair of the Compensation Committee in 2025 |

  21. Board Composition and Committee Rotation

    | ● | Following the Annual Meeting and subject to their election by stockholders, we anticipate that Ms. Lias-Booker and Mr. Weiss will be appointed to the Audit Committee, and that Mr. Connor will step down from the Audit Committee and be appointed to the Investment and Finance Committee and serve as its Chair, in each case, based on their prior relevant experience |

  22. Director Term Limit Policy

    | Board and Stockholder Meeting Attendance Our Board’s primary responsibility is to oversee the long-term health and success of our business on behalf of stockholders. In order to effectively carry out that duty to stockholders, our Board commits a substantial amount of time and attention throughout the year to the most significant aspects of our business. Directors are expected to, and do, ask challenging questions of management. Our policy is that directors should make every effort to attend all meetings of our Board and the annual meeting of stockholders, as well as all meetings of Board committees for which they are members, unless doing so is impracticable due to unavoidable conflicts. Our directors are committed to their responsibilities and are highly engaged, as demonstrated by their high attendance at all 2025 Board and committee meetings. No director attended less than 75% of the aggregate number of meetings of our Board and the committees on which the director served in 2025. When directors are not able to attend a Board meeting due to a scheduling conflict, they separately meet with our Board Chair, Vice Chair, or CEO to discuss the meeting topic(s). All of our then-serving directors attended the 2025 annual meeting of stockholders. We value the experience our directors bring from other boards on which they serve, but we also recognize that those boards may present demands on a director’s time and availability. As discussed on page 19, all director nominees satisfy our policy on director time commitments. | Board Effectiveness Underscored by Engagement | | | 100% Board Meeting Attendance in 2025 | | | 6 Total Board Meetings in 2025 | | | 100% Committee Meeting Attendance in 2025 | | | 14 Total Committee Meetings in 2025 |

  23. Annual Compensation

    Annual Compensation In consultation with Ferguson Partners Consulting, the Compensation Committee’s independent compensation consultant, the Compensation Committee periodically reviews our Independent Director compensation program for continued alignment with comparable companies and sound governance practices. The Committee last reviewed director compensation in 2025 and in connection with this review, Ferguson Partners Consulting performed a benchmarking analysis of our director compensation program against our proxy peer companies identified on page 56. As a result of this analysis and upon Ferguson Partners Consulting’s recommendation, our Board determined to update annual director compensation to better align director compensation with the compensation paid to the directors of our peer companies. In making this determination, our Board reviewed peer companies’ director compensation, relative Board size, number of meetings, and roles and responsibilities of committees, noting that director compensation had not been updated since 2022. Our Board approved the following changes in 2025:

  24. Independent Director Equity Compensation

    Independent Director Equity Compensation We grant an annual equity retainer in restricted stock units (“RSUs”) with a grant date fair value of $190,000, rounded up to the nearest whole share, to each Independent Director who is elected at the annual meeting of stockholders or is initially appointed as an Independent Director other than at the annual meeting. The award for a new Independent Director who is initially appointed other than at an annual meeting may be prorated. In 2025, each independent director was granted an annual equity award in the form of RSUs with a grant date fair market value of approximately $190,000 on April 25, 2025. The RSUs cliff-vest in full on the earliest of the first anniversary of the grant date, our next annual meeting of stockholders, or the termination of the Independent Director’s service due to death or disability. The awards are subject to forfeiture if the director’s service terminates for any other reason. The Compensation Committee believes that the 1-year cliff vesting promotes retention during the annual term in which our directors serve.

  25. 2025 Director Compensation

    2025 Director Compensation The following table summarizes the compensation of the Independent Directors and Mr. Thomas, our non-executive employee and Board Vice Chair, for the fiscal year ended December 31, 2025.

  26. 2025 Director Compensation

    | | Fees Earned or | Stock | All Other | | | | Paid in Cash | Awards(1) | Compensation | Total | | Name | ($) | ($) | ($) | ($) | | (a) | (b) | (c) | (g) | (h) | | Brian G. Cartwright | 108,775 | 190,000 | — | 298,775 | | James B. Connor | 123,407 | 190,000 | — | 313,407 | | R. Kent Griffin, Jr. | 131,841 | 190,000 | — | 321,841 | | Pamela J. Kessler | 104,670 | 190,000 | — | 294,670 | | Sara G. Lewis | 120,045 | 190,000 | — | 310,045 | | Ava E. Lias-Booker | 97,690 | 190,000 | — | 287,690 | | Katherine M. Sandstrom | 258,022 | 190,000 | 8,500(2) | 456,522 | | John T. Thomas(3) | — | 400,000 | 140,878 | 540,878 | | Governor Tommy G. Thompson | 112,170 | 190,000 | — | 302,170 | | Richard A. Weiss | 96,841 | 190,000 | — | 286,841 |

  27. 2025 Director Compensation

    | (1) RSUs issued pursuant to the 2023 Performance Incentive Plan (the “2023 Plan”). The value in the stock award column represents the aggregate grant date fair value of RSUs awarded to the director in the fiscal year, computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718—Compensation. For a discussion of the assumptions and methodologies used to calculate the amounts referred to above, see Note 15—Compensation Plans to the Consolidated Financial Statements included in our Annual Report. As of December 31, 2025, each of our Independent Directors who were serving on the Board at that time held 10,657 unvested RSUs. As of December 31, 2025, Mr. Thomas held 20,141 unvested RSUs |

  28. 2025 Director Compensation

    | (2) Represents the cost of security benefits provided to Ms. Sandstrom. The Company offers security benefits to certain directors and executive officers due to safety concerns arising from their corporate responsibilities. The value shown reflects the cost to the Company of providing these services. |

  29. 2025 Director Compensation

    | (3) Mr. Thomas, as a current non-executive employee and a director, received no separate compensation for his service as a director in 2025. Reflects the following 2025 compensation that Mr. Thomas received as our non-executive employee: an RSU award with a grant date fair value of $400,000 granted on February 7, 2025 vesting on the first anniversary of the grant date; a base salary of $100,000; security benefits totaling $18,125; financial counseling services totaling $17,753; a 401(k) Plan matching contribution of $4,000; and $1,000 for a reimbursement under our broad-based employee well-being program. |

  30. 2025 Director Compensation

    In connection with, and subject to the completion of, the Janus Living initial public offering, it is anticipated that each Healthpeak non-employee director will receive a one-time grant of equity awards from Janus Living in amounts that are yet to be determined, and Ms. Sandstrom will receive compensation from, and enter into an indemnification agreement with, Janus Living for her services as a non-employee director of that company.

  31. Director Compensation Policies and Plans

    Director Compensation Policies and Plans

  32. Advisory Resolution

    | | Aligning compensation with stockholder interests and promoting long-term stockholder value creation | | | Providing a straightforward and transparent compensation program, with rigorous, objective, and at-risk performance, including future relative TSR as a significant component | | | Attracting, motivating, and retaining key employees with outstanding talent and ability | | | Discouraging excessive risk-taking by balancing short- and long-term compensation with a mix of cash and equity incentives | | | Paying for performance, with a meaningful portion of compensation tied to the Company’s strategic and financial goals, with limited fixed or discretionary components | | | Robust oversight by an independent Board committee |

  33. Key Compensation Elements

    | BASE SALARY | ANNUAL CASH INCENTIVE OPPORTUNITIES | LONG-TERM EQUITY INCENTIVE OPPORTUNITIES | | ● Competitive base salary to attract and retain talent based on experience, job scope, market data and individual performance ● Annually reviewed against similarly situated executives at peer companies to maintain competitive levels | ● Based on the achievement of objective Company performance metrics to align compensation with strategic goals ● Includes primarily objective financial performance metrics of Normalized FFO per share, and Net Debt to Adjusted EBITDAre, which are common REIT performance measures and help advance our business strategy ● Includes quantitative and qualitative corporate impact metrics ● A limited portion of the annual cash incentive, or bonus, is based on individual performance to reward individual achievements and contributions and ensure that executives are driving execution of our business strategy | ● Performance-based awards and service-based awards with a performance hurdle (granted in the form of RSUs or profits interest units) ● Performance-based awards earned by achieving 3-year Company TSR performance relative to constituents in two select indices comprised of REIT peers ● Service-based awards encourage retention by vesting ratably over three years, subject to a performance hurdle requiring achievement of a minimum Normalized FFO per share threshold in the grant year |

  34. Compensation Practices at a Glance

    | STOCKHOLDER-FRIENDLY PRACTICES WE FOLLOW | PRACTICES WE AVOID | | Align short-term pay and performance by linking 70% of STIP compensation to objective, quantitative performance hurdles Align long-term pay and performance by linking 60% of LTIP to relative TSR performance, with a one-year post-vesting holding period Promote retention with 40% of LTIP subject to 3-year vesting and minimum one-year Normalized FFO per share performance hurdle, with a one-year post-vesting holding period Cap payout and vesting levels for incentive awards Provide market-based standardized severance and change-in-control benefits for executives Maintain robust stock ownership guidelines and clawback policy Conduct annual compensation risk assessment Compensation Committee comprised solely of Independent Directors Use an independent compensation consultant Conduct annual compensation analysis against peer company practices | No individual employment agreements No guaranteed cash incentives, equity compensation, or salary increases for existing NEOs No new stock option awards to NEOs since 2014 No tax gross-up payments on change-in-control or severance payments No pledging or hedging of our securities by directors, officers or other employees No single-trigger change in control severance payments No excessive perquisites or other benefits No repricing or buyout of stock options (no outstanding stock options) No equity plan evergreen provisions No equity awards with less than one-year total vesting period |

  35. Base Salary

    Base Salary The Compensation Committee reviewed executive compensation data of peer companies prepared by Ferguson Partners Consulting (as described below under “Compensation Policies and Practices—Peer Company Comparison”). Following this review, the Committee determined to increase the base salaries for Messrs. Brinker, Moses, Mabry, and Bohn, and Ms. Porter to better align their compensation with compensation of executives at peer companies with substantially similar roles and responsibilities, and for Mr. Moses and Ms. Porter, in connection with their promotions. No changes were made to the salaries for Messrs. Klaritch and Scott. The Committee took into consideration that base salary levels had not increased for NEOs since 2023, and for Mr. Brinker, since 2020.

  36. Annual Cash Incentive Compensation

    Annual Cash Incentive Compensation

  37. 2025 Short-Term Incentive Plan Structure

    2025 Short-Term Incentive Plan Structure Our NEOs are eligible to receive annual cash bonuses under the 2025 STIP based on the achievement of performance criteria established by the Compensation Committee for the performance period and taking into account individual performance. In selecting metrics and weightings for the 2025 STIP, the Compensation Committee also reviewed the Company’s strategic focus on portfolio quality, a strong balance sheet, and solid financial performance, as well as corporate impact performance relative to our Company’s business and long-term strategy. Considering these goals, together with feedback from our stockholders during ongoing engagement and input from Ferguson Partners Consulting, the Committee determined it would be appropriate to replace the Physicians Realty Trust merger-related run-rate synergies performance metric from the 2024 STIP (which metric was no longer relevant in 2025) with a one-year Net Debt to Adjusted EBITDAre performance metric (measured as the average Net Debt to Adjusted EBITDAre for each quarter of 2025) to underscore the importance of balance sheet management. The Compensation Committee sets performance hurdles near the beginning of the performance period consistent with the Company’s strategic goals and in line with our publicly disclosed initial guidance for the performance year. The Committee determined to increase the weighting of the objective financial metrics from 55% to 70% (combined) of the overall STIP to further align executives’ bonuses with the Company’s business strategy and focus on value creation for stockholders. The Committee also reduced the weightings of the corporate impact performance metric from 15% to 10% and individual performance metric from 30% to 20%. The Committee approved the following 2025 STIP annual metrics and weightings.

  38. 2025 Short-Term Incentive Plan Structure

    | 2025 STIP | 55% Normalized FFO Per Share | ● Funds from operations (FFO) is a commonly used REIT financial metric defined by Nareit; Normalized FFO per share is calculated as net income (loss) applicable to common shares, adjusted to exclude the impact from certain non-recurring or non-comparable items. See Appendix A for the adjustments made to calculate Normalized FFO. ● Allows stockholders to compare operating performance among REITs over time on a consistent basis. ● May significantly impact the trading price of a REIT’s common stock and, therefore, may significantly impact TSR. ● The pre-established target-level performance hurdle for Normalized FFO per share was set at the mid-point of our initial public guidance and business outlook for 2025. | | | 15% Net Debt to Adjusted EBITDAre | ● Net Debt to Adjusted EBITDAre is a supplemental measure of our achievement of established debt targets and is adjusted to exclude the impact from certain non-recurring or non-comparable items. ● Promotes a strong balance sheet and balances the Normalized FFO per share metric to discourage overleveraging. ● Reflects the ability to generate sufficient earnings to meet debt obligations as the portfolio grows. ● A strong balance sheet is also important for REITs to enable acquisition and investment opportunities. | | | 10% Corporate Impact Performance | ● Corporate impact is important to our Company’s long-term strategy and success. ● Measures the Company’s performance on various quantitative and qualitative corporate impact initiatives set forth in a corporate impact performance scorecard. ● The pre-established performance factors for corporate impact performance, as further described below, were set in relation to internal strategic goals and key performance indicators, and taking external stockholder feedback into account. | | | 20% Individual Performance | ● Assesses individual contributions to the Company’s financial and operational performance, as well as accomplishments relative to annual objectives. ● Strongly influenced by objective criteria, such as the quality of the Company’s portfolio and investments, including investment performance relative to underwriting or budget and other quantitative and qualitative performance metrics and trends as determined by the Compensation Committee. ● Incentivizes and rewards individual initiative, achievements, and contributions to ensure that executives are driving execution of our business strategy in their respective roles. |

  39. 2025 STIP Award Opportunities

    2025 STIP Award Opportunities The Compensation Committee approved NEO 2025 STIP award opportunities in 2025 following a review of compensation data for peers with substantially similar roles and responsibilities prepared by Ferguson Partners Consulting (as described below under “Compensation Policies and Practices—Peer Company Comparison”). The award opportunities reflect the Committee’s assessment of each NEO’s job position and responsibilities, experience, compensation peer group data, and individual performance. Based on this assessment, the Committee determined to increase the 2025 STIP award opportunities for Messrs. Brinker, Moses, Mabry, and Bohn, and Ms. Porter, as described below, to better align their compensation with compensation of executives at peer companies with substantially similar roles and responsibilities, and in addition for Mr. Moses and Ms. Porter, in connection with their promotions. No changes were made to the STIP award opportunities for Messrs. Klaritch and Scott. The Committee took into consideration that base salary levels had not increased for NEOs since 2023, and for Mr. Brinker, since 2020. With respect to each of the performance metrics under the 2025 STIP, reaching the threshold, target, or high achievement level results in a payout of 50%, 100%, or 150%, respectively, of the target-level award opportunity. For the financial metrics (Normalized FFO per share and Net Debt to Adjusted EBITDAre), reaching the outperformance achievement level results in a payout level of 200%. Attainment of the 200% payout level requires an additional degree of performance rigor beyond what is expected for a high payout of 150%. Payout amounts between levels are interpolated on a linear basis. No bonus is paid for metrics with outcomes below the threshold achievement level.

  40. 2025 STIP Award Opportunities

    | | 2025 STIP Award Opportunity | | | | | | Threshold | Target | High | Outperformance | | Name(1) | (50%) | (100%) | (150%) | (200%)(2) | | Scott M. Brinker | $783,750 | $1,567,500 | $2,351,250 | $2,899,875 | | Kelvin O. Moses | $325,000 | $650,000 | $975,000 | $1,202,500 | | Adam G. Mabry | $325,000 | $650,000 | $975,000 | $1,202,500 | | Scott R. Bohn | $275,000 | $550,000 | $825,000 | $1,017,500 | | Tracy A. Porter | $212,500 | $425,000 | $637,500 | $786,250 | | Peter A. Scott(3) | $500,000 | $1,000,000 | $1,500,000 | $1,850,000 |

  41. 2025 STIP Award Opportunities

    | (1) Compared to each executive’s 2024 target-level STIP award opportunity, Mr. Brinker’s opportunity increased from $1,150,000 to $1,567,500; Mr. Moses’s opportunity increased from $320,000 to $650,000 in connection with his promotion to Chief Financial Officer; Mr. Mabry’s opportunity increased from $500,000 to $650,000 in connection with his assumption of responsibilities from Mr. Moses following the latter’s promotion; Mr. Bohn’s opportunity increased from $500,000 to $550,000; and Ms. Porter’s opportunity increased from $365,000 to $425,000. Mr. Klaritch did not participate in the 2025 STIP. Under our retirement policy, he received a prorated 2025 bonus opportunity based on the average of his prior three years’ bonus payments, as described under “Executive Compensation Tables—Potential Payments Upon a Termination or Change in Control.” |

  42. 2025 STIP Award Opportunities

    | (2) Reflects an outperformance payout level of 200% for the financial metrics only. |

  43. 2025 STIP Award Opportunities

    | (3) Mr. Scott forfeited his 2025 STIP award opportunity in connection with his departure from the Company. |

  44. 2025 STIP Performance and Results

    2025 STIP Performance and Results

  45. 2025 STIP Performance and Results

    | 1 | Financial Metrics (55% of Overall Award) |

  46. STRONG OPERATIONAL PERFORMANCE

    | Relative Weighting | 2025 STIP Performance Metric | Threshold (50%) | Target (100%) | High (150%) | Outperformance (200%) | Outcome (Payout %) | | | Normalized FFO Per Share | | | | | $1.844 (106.7%) | | | Net Debt to Adjusted EBITDAre | | | | | 5.23x (153.6%) |

  47. COMMITMENT TO SUSTAINABILITY, PEOPLE-FIRST CULTURE, AND SOUND GOVERNANCE PRACTICES

    | Relative Weighting | 2025 STIP Performance Metric | Threshold (50%) | Target (100%) | High (150%) | Outcome (Payout %) | | | Corporate Impact | | | | 20 points (150%) |

  48. INDIVIDUAL PERFORMANCE REFLECTS LEADERSHIP AND ACHIEVEMENT

    | 4 | Overall 2025 STIP Results |

  49. INDIVIDUAL PERFORMANCE REFLECTS LEADERSHIP AND ACHIEVEMENT

    | | | (55%) | (10%) | (20%) | | | | | 2025 STIP | Actual | Actual | Actual | Overall | | | | Opportunity | Financial | Corporate Impact | Individual | Weighted | Total | | Name(1) | (at Target) | Performance | Performance | Performance | Payout(2) | Award | | Scott M. Brinker | $1,567,500 | $1,280,781 | $235,125 | $470,250 | 127% | $1,986,156 | | Kelvin O. Moses | $650,000 | $531,105 | $97,500 | $195,000 | 127% | $823,605 | | Adam G. Mabry | $650,000 | $531,105 | $97,500 | $195,000 | 127% | $823,605 | | Scott R. Bohn | $550,000 | $449,397 | $82,500 | $154,000 | 125% | $685,897 | | Tracy A. Porter | $425,000 | $347,261 | $63,750 | $123,250 | 126% | $534,261 |

  50. INDIVIDUAL PERFORMANCE REFLECTS LEADERSHIP AND ACHIEVEMENT

    | (1) Mr. Scott forfeited his bonus opportunity under the 2025 STIP. Mr. Klaritch did not participate in the 2025 STIP. Under our retirement policy, he received a prorated 2025 bonus opportunity in the amount of $1,083,476. Please see “Executive Compensation Tables – Potential Payments Upon a Termination or Change in Control” for a description of his retirement benefits. |

  51. Long-Term Equity Incentive Compensation

    Long-Term Equity Incentive Compensation All 2025 equity awards were granted in the form of at-risk service-based and performance-based equity awards. We have not awarded stock options since 2014.

  52. 2025 Long-Term Incentive Plan

    2025 Long-Term Incentive Plan Our NEOs received long-term equity incentive, or LTIP, awards under the 2025 LTIP, which are subject to the achievement of performance metrics and vesting criteria established by the Compensation Committee near the beginning of the performance period. LTIP awards are subject to a one-year post-vesting holding period (other than the settlement of shares in connection with applicable tax withholding). Executives could elect to receive LTIP awards in the form of restricted stock units or profits interest units (i.e., equity interests in our operating partnership, Healthpeak OP, LLC, intended to qualify as “profits interests” for U.S. Federal income tax purposes and convertible into shares of our common stock).

  53. 2025 Long-Term Incentive Plan

    | 3-Year Performance-Based Awards (60%) 60% of the overall 2025 LTIP awards are subject to the achievement of relative TSR performance over a 3-year forward looking period. Payout amounts between threshold and target, or target and high levels are interpolated (“Performance-Based Awards”). No value is paid for metrics with outcomes below the threshold achievement levels. Results will be determined following the performance period. 3-Year Relative TSR Performance (60%) ● A significant portion of the 2025 LTIP is subject to our relative TSR performance (calculated assuming dividend reinvestment) for the 3-year forward-looking performance period beginning on January 1, 2025 and ending December 31, 2027, measured against select healthcare REIT peers and the compensation peer companies listed on page 56. ● The Compensation Committee selected relative TSR performance, and these specific comparator companies, to allow stockholders to evaluate our stock performance compared to our peers and mitigate the impact of broad market trends that are not reflective of our actual performance. | |

  54. 2025 Long-Term Incentive Plan

    | | | Payout | | Performance Level | Absolute Mean TSR Performance Hurdles | (% of Grant at Target) | | Threshold | 25% Below Peer Group Mean | 0% | | Target | At Peer Group Mean | 100% | | High | 25% or Higher Above Peer Group Mean | 200% |

  55. 2025 Long-Term Incentive Plan

    | (1) Includes the following companies, weighted based on asset mix comparability to our portfolio: Healthcare Realty Trust (NYSE: HR) (3x); Alexandria Real Estate Equities, Inc. (NYSE: ARE) (3x); American Healthcare REIT Inc. (NYSE: AHR) (1x); BXP, Inc. (NYSE: BXP) (1x); Kilroy Realty Corporation (NYSE: KRC) (1x); Ventas, Inc. (NYSE: VTR) (1x); and Welltower Inc. (NYSE: WELL) (1x). |

  56. 2025 Long-Term Incentive Plan

    | (2) Includes the compensation peer group companies used for purposes of determining 2025 compensation listed on page 56. |

  57. 2025 LTIP Award Opportunities

    2025 LTIP Award Opportunities

  58. Annual LTIP Awards

    Annual LTIP Awards As described under “2025 NEO Compensation,” the Compensation Committee, in consultation with Ferguson Partners Consulting, approved target-level 2025 LTIP opportunities for the NEOs in 2025. The award opportunities were based on the Committee’s assessment of peer compensation data prepared by Ferguson Partners Consulting (as described below under “Compensation Policies and Practices – Peer Company Comparison”), each NEO’s relative duties and responsibilities, and the NEO’s impact on Healthpeak’s results. Based on this assessment, the Committee determined to increase the 2025 LTIP award opportunities for Messrs. Brinker, Moses, Mabry, and Bohn, and Ms. Porter, as described below, to better align their compensation with compensation of executives at peer companies with substantially similar roles and responsibilities, and in addition for Mr. Moses and Ms. Porter, in connection with their promotions. No changes were made to the STIP award opportunities for Messrs. Klaritch and Scott. The Committee took into consideration that base salary levels had not increased for NEOs since 2023, and for Mr. Brinker, since 2020.

  59. Annual LTIP Awards

    | | 2025 Total Target-Level | | | LTIP Opportunity | | Name | ($)(1),(2) | | Scott M. Brinker | 7,550,000 | | Kelvin O. Moses | 1,550,000 | | Adam G. Mabry | 1,550,000 | | Scott R. Bohn | 1,400,000 | | Tracy A. Porter | 550,000 | | Thomas A. Klaritch(3) | 1,312,500 | | Peter A. Scott(4) | 2,350,000 |

  60. Annual LTIP Awards

    | (1) Compared to each executive’s 2024 target-level LTIP award opportunity, Mr. Brinker’s opportunity increased from $5,900,000 to $7,550,000; Mr. Moses’s opportunity increased from $235,000 to $1,550,000 (inclusive of a make-whole equity grant, as described below); Mr. Mabry’s opportunity increased from $900,000 to $1,550,000 (inclusive of a make-whole equity grant, as described below); Mr. Bohn’s opportunity increased from $1,000,000 to $1,400,000; and Ms. Porter’s opportunity increased from $335,000 to $550,000 (inclusive of a make-whole equity grant, as described below). In May 2025, Messrs. Moses and Mabry and Ms. Porter were granted make-whole Retentive LTIP awards following Mr. Moses’s promotion to Chief Financial Officer. For Mr. Moses, the make-whole equity compensation award is intended to align his overall 2025 target-level equity compensation level with the intended level for Chief Financial Officer and has a grant value of $950,000. Mr. Mabry and Ms. Porter received make-whole equity grants, with grant values of $150,000 and $75,000, respectively, in connection with additional responsibilities they assumed following Mr. Moses’s appointment as Chief Financial Officer. Mr. Mabry assumed additional responsibilities from Mr. Moses with respect to investment and portfolio management, and Ms. Porter with respect to Company administration. All make-whole awards were granted as Performance-Based and Retentive Awards under the 2025 LTIP, with the same mix (60% Performance-Based Award and 40% Retentive Award), performance conditions, and vesting schedules. |

  61. Annual LTIP Awards

    | (2) The amounts reflected in the Grants of Plan-Based Awards During 2025 table differ from the amounts above with respect to Retentive Awards due to rounding to the nearest whole share, and with respect to the Performance-Based Awards, due to calculating the grant date fair value for financial reporting purposes based on a Monte Carlo valuation model in accordance with FASB ASC Topic 718. |

  62. Annual LTIP Awards

    | (3) The amount reflects a prorated 2025 LTIP award opportunity for Mr. Klaritch in connection with his retirement pursuant to our retirement policy. See “Executive Compensation Tables—Potential Payments upon a Termination or Change in Control” for additional details regarding Mr. Klaritch’s retirement benefits. |

  63. Annual LTIP Awards

    | (4) Mr. Scott forfeited his 2025 LTIP award opportunity in connection with his departure from the Company. |

  64. 2023-2025 3-Year Performance-Based Award Results

    2023-2025 3-Year Performance-Based Award Results In 2023, we awarded the NEOs 3-year Performance-Based Awards that had a performance period ending on December 31, 2025. The following table summarizes the actual payouts awarded to the NEOs under those awards. Award payouts were capped at 200%. The peer group mean is calculated as (x) the sum of the average of the 3-year TSRs of the companies that constitute each peer group, divided by (y) the number of peers.

  65. 2023-2025 3-Year Performance-Based Award Results

    | 2023 LTIP Performance Metrics | Weighting | Threshold (50%) | Target (100%) | High (200%) | TSR Performance(1) | Payout (%) | | Component 1 – ARE / HR / VTR / Legacy Physicians Realty Trust | 40% | 50% Below Mean | At the Mean/Median | 25% or Higher Above Mean | 13% Below Mean | 48% | | Component 2 – MSCI US REIT Index | 30% | 50% Below Mean | At the Mean/Median | 25% or Higher Above Mean | 45% Below Mean | 0% | | Component 3 – FTSE Nareit Equity Office Index | 30% | 50% Below Mean | At the Mean/Median | 25% or Higher Above Mean | 40% Below Mean | 0% | | | | | | Blended Overall Payout | | 10.4% |

  66. PERFORMANCE-BASED AWARD STATUS AS OF DECEMBER 31, 2025

    | Performance Period | 2023 | 2024 | 2025 | Status | | 2023 to 2025 | 100% Complete | | | Below Target Payout (10.4% Blended Overall Payout) | | 2024 to 2026 | | 67% Complete | | Tracking Below Target (Overall)(1) | | 2025 to 2027 | | | 33% Complete | Tracking Below Target (Overall)(1) |

  67. PERFORMANCE-BASED AWARD STATUS AS OF DECEMBER 31, 2025

    | (1) The performance period for these awards remains open and the payout percentage for these awards has not been determined. If the performance period applicable to the award had ended as of December 31, 2025, the Company’s relative TSR (as applicable for 2024 and 2025) and Net Debt to Adjusted EBITDAre performance (as applicable for 2024) considered for purposes of the award would have resulted in a below-target level payout overall for the 2024 and 2025 Performance-Based Awards based on the respective performance metrics. We make no prediction as to the future performance of these metrics or our stock. The total amount realized with respect to the outstanding |

  68. Promotion Retentive LTIP Awards

    Promotion Retentive LTIP Awards In connection with the promotions of Mr. Moses and Ms. Porter as executive officers of the Company, the Compensation Committee granted each executive a one-time Retentive LTIP award in March 2025 with a grant value of $750,000. One-time Retentive LTIP awards were determined to be preferable to relative TSR performance-based awards to promote each executive’s long-term retention, with the Retentive LTIP awards to vest over six years commencing on the second anniversary of the grant date, subject to achievement of a 2025 Normalized FFO per share performance hurdle of $1.36, which was satisfied.

  69. 2026 Target-Level Compensation Opportunities

    | ● | No changes were made to the target-level compensation opportunities with respect to each NEO’s base salary, 2026 STIP award opportunity, or 2026 LTIP award opportunity. |

  70. 2026 STIP

    2026 STIP

  71. 2026 STIP

    | ● | No changes were made to the 2026 STIP structure, performance metrics, or weightings compared to the 2025 STIP. |

  72. 2026 STIP

    | ● | Executives participating in the 2026 STIP were provided the opportunity to elect to receive the 2026 STIP bonus payment, if any, in the form of profits interest units or RSUs, in either case subject to ratable three-year vesting in February 2027, 2028, and 2029. A multiplier of 120% is applied to the STIP award opportunity for those executives who elect to receive profits interest units or RSUs in lieu of a cash bonus payment under the 2026 STIP. |

  73. 2026 STIP

    | ● | Messrs. Brinker, Moses, and Mabry elected to receive their 2026 STIP in the form of profits interest units. |

  74. 2026 LTIP

    2026 LTIP

  75. 2026 LTIP

    | ● | No changes were made to the 2026 LTIP performance metrics or weightings compared to the 2026 LTIP. |

  76. 2026 LTIP

    | ● | The performance period of the 2026 LTIP was extended from three years to five years, plus a one-year post-vesting holding period and 110% multiplier on the payout, to further align the executives with long-term value creation for stockholders. Retentive LTIP awards have a five-year ratable vesting schedule, subject to a minimum 2026 Normalized FFO per share performance hurdle. Performance-Based LTIP awards cliff vest following a five-year performance period. |

  77. 2026 LTIP

    | ● | Subject to the completion of the initial public offering of common stock of Janus Living, the NEOs who will provide services to Janus Living will receive 15% of their overall LTIP award opportunity pursuant to an LTIP program to be approved by Janus Living, and the NEOs’ overall Healthpeak 2026 LTIP award opportunity will be reduced accordingly. |

  78. Compensation Policies and Practices

    | Compensation Peer Group | In developing our 2025 executive compensation program, the Compensation Committee considered market and peer data provided by Ferguson Partners Consulting. Based on Ferguson Partners Consulting’s recommendations, the Committee updated the group of peer companies for 2025 as set forth below. The Committee also reviewed general survey compensation data from companies in the S&P 500 REIT Index when determining executive compensation. As compared to 2024, no changes were made to the peer companies other than to replace Medical Properties Trust, Inc. with W.P. Carey, Inc., which is better aligned as a peer company based on market capitalization and revenue. For 2026, the Committee replaced Welltower, Inc. with American Healthcare REIT, Inc., determining that the latter better aligned with our company in terms of size and portfolio composition. The companies in our 2025 executive compensation peer group were as follows: | | | | ● Alexandria Real Estate Equities, Inc. ● AvalonBay Communities, Inc. ● BXP, Inc. ● Equity Residential ● Healthcare Realty Trust Inc. ● Host Hotels & Resorts, Inc. ● Kimco Realty Corporation | ● Omega Healthcare Investors, Inc. ● Realty Income Corporation ● Regency Centers Corporation ● UDR, Inc. ● Ventas, Inc. ● Welltower Inc. ● W.P. Carey, Inc. | | Peer Company Comparison | The 2025 compensation peer companies consist of S&P 500 equity REITs that the Compensation Committee believed are comparable to Healthpeak. In reviewing executive compensation paid by peer companies, the Committee took into account, among other things, Healthpeak’s enterprise value and market capitalization compared to the median of peer companies, as shown below: AS OF DECEMBER 31, 2025* (in billions) * Source: KeyBanc for Enterprise Value; S&P Global for Market Capitalization. | | | Compensation Assessment | During 2025, the Compensation Committee reviewed compensation data for executives at peer companies with positions comparable to those held by each NEO. This data consisted of base salary, annual cash incentive award opportunities, and equity award information, as well as total direct compensation paid by the peer companies. Although the Committee reviewed and discussed the compensation data provided by Ferguson Partners Consulting to help inform its decision-making process, the Committee does not set or “benchmark” compensation levels at any specific point or percentile against the peer group data. As described above, the peer group data is only one point of information taken into account by the Committee in making compensation decisions. The Compensation Committee’s executive compensation decisions for 2025 (including with respect to compensation levels, program design, and the determination of executive performance with respect to subjective performance criteria) were the result of the Committee’s business judgment. This judgment is informed by the experiences of the members of the Committee, input and peer group data provided by Ferguson Partners Consulting, and the Committee’s overall assessment of executive compensation trends. Compensation decisions with respect to objective performance criteria were based on actual performance against the pre-established goals and were not discretionary. | |

  79. Compensation Policies and Practices

    | Stock Ownership Guidelines | The Compensation Committee believes that ownership of Healthpeak securities promotes our executives’ focus on our long-term business objectives. Our stock ownership guidelines, which are reviewed by the Committee annually, provide that executives at the level of executive vice president or higher own minimum levels of common stock and unvested stock awards. All executives are required to achieve their mandatory holdings within five years of becoming subject to the guidelines. The following securities are taken into account to determine an executive’s compliance with the guidelines: shares of our common stock beneficially held (directly or indirectly) by the executive; shares of our common stock or profits interest units subject to time-based equity awards, whether vested or unvested; and shares of our common stock deferred under a deferred compensation plan. Shares or profits interest units subject to performance-based equity awards are not taken into account unless and until the applicable performance-based vesting requirements are satisfied. | | | | EXECUTIVE | STOCK OWNERSHIP AS MULTIPLE OF BASE SALARY | | | CEO | 10x | | | Other NEOs | 6x | | | Executive Officers (Non-NEOs) | 3x | | | Compliance with the ownership guidelines is tested annually on March 1. As of the annual testing date of March 1, 2025, all of our NEOs who are subject to the stock ownership guidelines satisfied the ownership requirements. | | | Clawback Policy | We maintain an executive compensation clawback policy regarding the adjustment or recovery of certain incentive awards or payments made to current or former executive officers in the event that we are required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the U.S. securities laws. In general, the policy provides that, unless an exception applies, we will seek to recover compensation that is awarded to an executive officer based on our attainment of a financial metric during the three-year period prior to the fiscal year in which the restatement occurs, to the extent such compensation exceeds the amount that would have been awarded based on the restated financial results. | | | Anti-Hedging Policy | Our Board recognizes that hedging against losses in Healthpeak securities may disturb the alignment between the interests of our officers and directors and those of our other stockholders. For this reason, directors, officers and other employees (and if applicable, their family members) are prohibited from purchasing financial instruments (including prepaid variable forward contracts, equity swaps, collars, and exchange funds), or otherwise engaging in transactions, that hedge or offset, or are designed to hedge or offset, any decrease in the market value of Healthpeak securities. | | | Anti-Pledging Policy | Our Board recognizes that a forced margin sale or foreclosure sale of Healthpeak securities may negatively impact our stock price or violate our insider trading policy. Accordingly, our Board adopted a policy that prohibits directors, officers, and other employees (and if applicable, their family members) from holding Healthpeak securities in a margin account or pledging Healthpeak securities as collateral for a loan. | | | No Tax Gross Up Payments | None of our NEOs are entitled to tax gross-up payments on severance benefits or in the event they are subject to excise taxes imposed under Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) as a result of a change in control of the company. | | | Tax Deductibility of Executive Compensation | Section 162(m) of the Code generally limits the deductibility of compensation paid to our current and former executive officers that exceeds $1 million during the tax year. The Tax Cuts and Jobs Act of 2017 (the “Jobs Act”) made substantial changes to Section 162(m) of the Code. Pursuant to the Jobs Act, certain awards granted before November 2, 2017, that were based upon attaining pre-established performance measures that were set by the Compensation Committee under a plan approved by our stockholders, as well as amounts payable to former executives pursuant to a written binding contract that was in effect on November 2, 2017, may qualify for an exception to the $1 million deductibility limit. As one of the factors in its consideration of compensation matters, the Compensation Committee notes this deductibility limitation. However, the Committee generally has the flexibility to take any compensation-related actions that it determines are in our and our stockholders’ best interest, including designing and awarding compensation for our executive officers that is not fully deductible for tax purposes. In addition, we qualify as a REIT under the Code and are not subject to federal income taxes, meaning that the payment of compensation that is not deductible under Section 162(m) does not have a material adverse consequence to us as long as we qualify as a REIT under the Code. Furthermore, there can be no assurance that any compensation will in fact be deductible. | |

  80. Summary Compensation Table—2025

    Summary Compensation Table—2025 The Summary Compensation Table below quantifies the different forms of compensation earned by or awarded to our NEOs for 2025, 2024 and 2023, in the manner and format required under applicable SEC rules.

  81. Summary Compensation Table—2025

    | | | | | | | | Change in Pension | | | | | | | | | | Non-Equity | Value and Nonqual. | | | | Name and | | | | Stock | Option | Incentive Plan | Deferred Comp. | All Other | | | Principal | | Salary | Bonus | Awards | Awards | Compensation | Earnings | Compensation | Total | | Position(s) | Year | ($) | ($) | ($)(1) | ($) | ($)(2) | ($) | ($)(3) | ($) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | | Scott M. Brinker | 2025 | 825,000 | — | 7,208,688 | — | 1,986,156 | — | 53,150 | 10,072,994 | | President and Chief Executive Officer | 2024 | 750,000 | — | 5,714,406 | — | 1,974,033 | — | 27,443 | 8,465,882 | | | 2023 | 750,000 | — | 5,204,310 | — | 1,725,000 | — | 13,200 | 7,692,510 | | Kelvin O. Moses | 2025 | 518,561 | — | 2,256,379 | — | 823,605 | — | 32,486 | 3,631,031 | | Chief Financial Officer | | | | | | | | | | | Adam G. Mabry | 2025 | 550,000 | — | 1,496,788 | — | 823,605 | — | 35,250 | 2,905,643 | | Chief Investment Officer | 2024 | 500,000 | — | 871,751 | — | 858,275 | — | 22,548 | 2,252,574 | | | 2023 | 500,000 | — | 793,913 | — | 742,500 | — | 13,200 | 2,049,613 | | Scott R. Bohn | 2025 | 550,000 | — | 1,336,782 | — | 685,897 | — | 30,000 | 2,602,679 | | Chief Development Officer and Head of Lab | 2024 | 525,000 | — | 968,616 | — | 858,275 | — | 21,721 | 2,373,612 | | | 2023 | 525,000 | — | 882,148 | — | 720,000 | — | 13,200 | 2,140,348 | | Tracy A. Porter | 2025 | 425,000 | — | 1,203,801 | — | 534,261 | — | 38,750 | 2,201,812 | | EVP and General Counsel | | | | | | | | | | | Thomas M. Klaritch | 2025 | 450,000 | 1,038,476 | 1,269,205 | — | — | — | 185,542 | 2,943,223 | | Former Chief Operating Officer | 2024 | 600,000 | — | 1,694,994 | — | 1,517,895 | — | 24,893 | 3,837,782 | | | 2023 | 600,000 | — | 1,543,731 | — | 1,336,500 | — | 13,200 | 3,493,431 | | Peter A. Scott | 2025 | 174,811 | — | 2,243,810 | — | — | — | 23,112 | 2,441,733 | | Former Chief Financial Officer | 2024 | 650,000 | — | 2,276,095 | — | 1,701,550 | — | 27,911 | 4,655,556 | | | 2023 | 650,000 | — | 2,072,983 | — | 1,485,000 | — | 13,200 | 4,221,183 |

  82. Summary Compensation Table—2025

    | (1) The amounts reported in column (e) for each fiscal year reflect the fair value on the grant date of the time-based and performance-based equity awards granted to NEOs during the fiscal year. Mr. Scott forfeited his unvested equity awards in connection with his departure from the Company in April 2025. Mr. Klaritch received 2025 equity awards prorated through his retirement date of September 30, 2025, pursuant to the terms of his retirement agreement. For the grant date fair value of each equity award granted to an NEO in 2025, see the Grants of Plan-Based Awards During 2025 table in the proxy statement. These values have been determined under the principles used to calculate the grant date fair value of equity awards for purposes of our consolidated financial statements. For a discussion of the assumptions and methodologies used to value the awards reported in column (e), see the discussion of stock awards contained in Note 15—Compensation Plans to Healthpeak’s Consolidated Financial Statements, included in our Annual Report. As to Performance-Based Awards granted to NEOs, the grant date fair value of the awards included in column (e) for the year of grant was determined using a Monte Carlo simulation, which probability weights multiple potential outcomes as of the grant date of the award. The assumptions made in applying the Monte Carlo simulation to determine the grant date fair value of the awards granted in 2025, 2024 and 2023 included: the closing price of a share of Healthpeak common stock on the grant date of $19.89, $17.16, and $26.05, respectively; expected share price volatility assumption of 27.0%, 26.0%, and 33.0%, respectively; and a risk-free annual interest rate assumption of 4.25%, 4.52%, and 4.38%, respectively. Under the terms of the Performance-Based Awards, between 0% and 200% of target of the underlying performance-based restricted stock units (or the corresponding number of profits interest units, as the case may be) subject to the awards may vest based on performance for the applicable performance period. The following table presents the grant date fair values of performance-based awards (i) determined under the principles used to calculate the grant date fair value of equity awards for purposes of our consolidated financial statements using the Monte Carlo simulation, and (ii) assuming that the highest level of performance conditions would be achieved using our closing stock price on the grant date, without regard to the Monte Carlo simulation: |

  83. Summary Compensation Table—2025

    | | 2025 ($) | | 2024 ($) | | 2023 ($) | | | | Grant Date Fair | Grant Date Fair | Grant Date Fair | Grant Date Fair | Grant Date Fair | Grant Date Fair | | | Value (Based | Value (Based | Value (Based | Value (Based | Value (Based | Value (Based | | | on Monte Carlo | on Maximum | on Monte Carlo | on Maximum | on Monte Carlo | on Maximum | | Name | Simulation) | Performance) | Simulation) | Performance) | Simulation) | Performance) | | Scott M. Brinker | 4,436,506 | 9,073,738 | 3,548,277 | 7,080,044 | 3,145,946 | 7,080,077 | | Kelvin O. Moses | 976,141 | 1,996,439 | — | — | — | — | | Adam G. Mabry | 921,175 | 1,884,021 | 541,284 | 1,080,050 | 479,900 | 1,080,033 | | Scott R. Bohn | 822,696 | 1,682,614 | 601,436 | 1,200,067 | 533,237 | 1,200,071 | | Tracy A. Porter | 328,278 | 671,606 | — | — | — | — | | Thomas M. Klaritch | 781,096 | 1,597,525 | 1,052,489 | 2,100,075 | 933,153 | 2,100,099 | | Peter A. Scott | 1,380,911 | 2,824,300 | 1,413,310 | 2,820,040 | 1,253,086 | 2,820,121 |

  84. Summary Compensation Table—2025

    | (2) As described under “—2025 NEO Compensation—Annual Cash Incentive Compensation” in our CD&A, each of our current NEOs received an annual cash incentive award for 2025 under the 2025 STIP, which, in each case, is reported in column (g). |

  85. Summary Compensation Table—2025

    | (3) The 2025 amounts reported in column (i) reflect the amounts set forth in the table below. See "Compensation Policies and Practices — Executive Perquisites" in our CD&A for a description of perquisites and other benefits made available to NEOs: For a description of the Retirement Benefits set forth below, please see “Executive Compensation Tables – Potential Payments upon a Termination or Change in Control.” |

  86. Summary Compensation Table—2025

    | | | Broad-Based | | Executive | | Retirement | | | | 401(k) | Employee | Executive | Financial | | Benefits / | | | | Matching | Wellness | Medical | Planning | Security | Consulting | | | | Contribution | Program | Examination | Services | Benefits | Payment | Total | | Name | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | Scott M. Brinker | 14,000 | 1,000 | 5,400 | 16,000 | 16,750 | | 53,150 | | Kelvin O. Moses | 14,000 | 250 | | 18,236 | | | 32,486 | | Adam G. Mabry | 14,000 | 250 | 5,000 | 16,000 | | | 35,250 | | Scott R. Bohn | 14,000 | — | | 16,000 | | | 30,000 | | Tracy A. Porter | 14,000 | 250 | | 16,000 | 8,500 | | 38,750 | | Thomas M. Klaritch | 14,000 | — | | 16,000 | | 155,542 | 185,542 | | Peter A. Scott | 14,000 | 250 | 4,610 | 4,252 | | | 23,112 |

  87. Grants of Plan-Based Awards During 2025

    Grants of Plan-Based Awards During 2025 The following table presents information regarding the incentive awards granted to our NEOs during 2025, in the manner and format required under applicable SEC rules.

  88. Grants of Plan-Based Awards During 2025

    | | | | | | | | | | All Other Awards | | | | | | | | | | | | | Stock | Option | Grant Date | | | | | Estimated Future Payments | | | Estimated Future Payments | | | Awards: | Awards: | Fair Value | | | | | Under Non-Equity Incentive Plan | | | Under Equity Incentive Plan | | | Number of | Number of | of Stock | | | | | Awards(1) | | | Awards(1) | | | Shares of | Securities | and Option | | | | | Threshold | Target | Maximum | Threshold | Target | Maximum | Stock or | Underlying | Award | | Name | | Grant Date | ($) | ($) | ($) | ($) | ($) | ($) | Units (#) | Options (#) | ($)(2) | | (a) | | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | | Scott M. Brinker | Annual Incentive | — | 783,750 | 1,567,500 | 2,899,875 | — | — | — | — | — | — | | | Retentive | 02/07/2025 | — | — | — | — | — | — | 152,067 | — | 2,772,181 | | | TSR-Based | 02/07/2025 | — | — | — | 114,049 | 228,098 | 456,196 | — | — | 4,436,506 | | Kelvin O. Moses | Annual Incentive | — | 325,000 | 650,000 | 1,202,500 | — | — | — | — | — | — | | | Retentive | 02/07/2025 | — | — | — | — | — | — | 12,087 | — | 220,346 | | | TSR-Based | 02/07/2025 | — | — | — | 9,064 | 18,128 | 36,256 | — | — | 352,590 | | | Retentive | 03/03/2025 | — | — | — | — | — | — | 36,765 | — | 670,226 | | | Retentive | 05/01/2025 | — | — | — | — | — | — | 21,375 | — | 389,666 | | | TSR-Based | 05/01/2025 | — | — | — | 16,030 | 32,059 | 64,118 | — | — | 623,551 | | Adam G. Mabry | Annual Incentive | — | 325,000 | 650,000 | 1,202,500 | — | — | — | — | — | — | | | Retentive | 02/07/2025 | — | — | — | — | — | — | 28,200 | — | 514,086 | | | TSR-Based | 02/07/2025 | — | — | — | 21,149 | 42,298 | 84,596 | — | — | 822,696 | | | Retentive | 05/01/2025 | — | — | — | — | — | — | 3,375 | — | 61,526 | | | TSR-Based | 05/01/2025 | — | — | — | 2,532 | 5,063 | 10,126 | — | — | 98,479 | | Scott R. Bohn | Annual Incentive | — | 275,000 | 550,000 | 1,017,500 | — | — | — | — | — | — | | | Retentive | 02/07/2025 | — | — | — | — | — | — | 28,200 | — | 514,086 | | | TSR-Based | 02/07/2025 | — | — | — | 21,149 | 42,298 | 84,596 | — | — | 822,696 | | Tracy A. Porter | Annual Incentive | — | 212,500 | 425,000 | 786,250 | — | — | — | — | — | — | | | Retentive | 02/07/2025 | — | — | — | — | — | — | 9,567 | — | 174,406 | | | TSR-Based | 02/07/2025 | — | — | — | 7,176 | 14,351 | 28,702 | — | — | 279,131 | | | Retentive | 03/03/2025 | — | — | — | — | — | — | 36,765 | — | 670,226 | | | Retentive | 05/01/2025 | — | — | — | — | — | — | 1,689 | — | 30,790 | | | TSR-Based | 05/01/2025 | — | — | — | 1,266 | 2,532 | 5,064 | — | — | 49,247 | | Thomas M. Klaritch | Annual Incentive | — | — | — | — | — | — | — | — | — | — | | | Retentive | 02/11/2025 | — | — | — | — | — | — | 26,775 | — | 488,108 | | | TSR-Based | 02/11/2025 | — | — | — | 20,080 | 40,159 | 80,318 | — | — | 781,096 | | Peter A. Scott | Annual Incentive | — | 500,000 | 1,000,000 | 1,850,000 | — | — | — | — | — | — | | | Retentive | 02/07/2025 | — | — | — | — | — | — | 47,334 | — | 862,899 | | | TSR-Based | 02/07/2025 | — | — | — | 35,499 | 70,998 | 141,996 | — | — | 1,380,911 |

  89. Grants of Plan-Based Awards During 2025

    | (1) See the “Compensation Discussion and Analysis” for a description of each type of award. Performance-Based Awards reflect the number of base units granted assuming maximum performance (200%) and do not reflect distribution equivalent units in the form of additional profits interest units, which are as follows: Mr. Brinker, 114,049; Mr. Moses, 25,094; Mr. Scott, 35,499; Mr. Klaritch, 20,080; Mr. Bohn, 21,149; Mr. Mabry, 23,681; and Ms. Porter, 8,442. Performance-Based Awards, including distribution equivalent units, are subject to forfeiture and ultimately vest at the end of the performance period based on actual performance. Mr. Scott forfeited his unvested equity awards in connection with his departure from the Company. |

  90. Grants of Plan-Based Awards During 2025

    | (2) The amounts reported in column (k) of the table above have been determined under the principles used to calculate the grant date fair value of equity awards for purposes of our consolidated financial statements. See the discussion of stock awards contained in Note 15—Compensation Plans to Healthpeak’s Consolidated Financial Statements, included in our Annual Report, and footnote (1) to the Summary Compensation Table above. |

  91. Outstanding Equity Awards at December 31, 2025

    Outstanding Equity Awards at December 31, 2025 The following table presents, in the manner and format required under applicable SEC rules, information regarding the outstanding equity awards held by each of our NEOs at December 31, 2025. Mr. Scott forfeited his outstanding unvested equity awards when he departed the Company.

  92. Outstanding Equity Awards at December 31, 2025

    | | Option Awards | | | | | Stock Awards | | | | | | | | | | | | | | Equity | | | | | | | | | | Equity | Incentive Plan | | | | | | | | | | Incentive Plan | Awards: | | | | | | | | | | Awards: | Market or | | | | | | | | | Market | Number of | Payout Value | | | | Number of | Number of | | | Number of | Value of | Unearned | of Unearned | | | | Securities | Securities | | | Shares or | Shares or | Shares, Units | Shares, Units | | | | Underlying | Underlying | | | Units of | Units of | or Other | or Other | | | | Unexercised | Unexercised | | | Stock That | Stock That | Rights That | Rights That | | | | Options | Options | Options | Option | Have Not | Have Not | Have Not | Have Not | | | Award | Exercisable | Unexercisable | Exercise | Expiration | Vested | Vested | Vested | Vested | | Name | Grant Date | (#) | (#) | Price ($) | Date | (#)(1) | ($)(1) | (#)(1) | ($)(1) | | (a) | | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | Scott M. Brinker | 02/07/2025 | — | — | — | — | 152,067(2) | 2,445,237 | — | — | | | 02/07/2025 | — | — | — | — | — | — | 228,098(3) | 3,667,816 | | | 02/16/2024 | — | — | — | — | 91,688(4) | 1,474,343 | — | — | | | 02/16/2024 | — | — | — | — | — | — | 206,295(5) | 3,317,224 | | | 02/15/2023 | — | — | — | — | 30,199(6) | 485,600 | — | — | | | 02/15/2023 | — | — | — | — | — | — | 14,133(7) | 227,258 | | Kelvin O. Moses | 05/01/2025 | — | — | — | — | 21,375(8) | 343,710 | — | — | | | 05/01/2025 | — | — | — | — | — | — | 32,059(3) | 515,509 | | | 03/03/2025 | — | — | — | — | 36,765(9) | 591,181 | — | — | | | 02/07/2025 | — | — | — | — | 12,087(2) | 194,359 | — | — | | | 02/07/2025 | — | — | — | — | — | — | 18,128(3) | 291,498 | | | 02/13/2024 | — | — | — | — | 9,338(10) | 150,155 | — | — | | | 02/09/2023 | — | — | — | — | 2,978(11) | 47,886 | — | — | | Adam G. Mabry | 05/01/2025 | — | — | — | — | 3,375(8) | 54,270 | — | — | | | 05/01/2025 | — | — | — | — | — | — | 5,063(3) | 81,413 | | | 02/07/2025 | — | — | — | — | 28,200(2) | 453,456 | — | — | | | 02/07/2025 | — | — | — | — | — | — | 42,298(3) | 680,152 | | | 02/16/2024 | — | — | — | — | 13,988(4) | 224,927 | — | — | | | 02/16/2024 | — | — | — | — | — | — | 31,470(5) | 506,038 | | | 02/15/2023 | — | — | — | — | 4,607(6) | 74,081 | — | — | | | 02/15/2023 | — | — | — | — | — | — | 2,156(7) | 34,667 | | | 10/26/2022 | — | — | — | — | 19,566(12) | 314,621 | — | — | | Scott R. Bohn | 02/07/2025 | — | — | — | — | 28,200(2) | 453,456 | — | — | | | 02/07/2025 | — | — | — | — | — | — | 42,298(3) | 680,152 | | | 02/16/2024 | — | — | — | — | 15,542(4) | 249,915 | — | — | | | 02/16/2024 | — | — | — | — | — | — | 34,967(5) | 562,269 | | | 02/15/2023 | — | — | — | — | 5,119(6) | 82,314 | — | — | | | 02/15/2023 | — | — | — | — | — | — | 2,396(7) | 38,520 | | | 04/28/2022 | — | — | — | — | 13,143(13) | 211,339 | — | — | | Tracy A. Porter | 05/01/2025 | — | — | — | — | 1,689(8) | 27,159 | — | — | | | 05/01/2025 | — | — | — | — | — | — | 2,532(3) | 40,715 | | | 03/03/2025 | — | — | — | — | 36,765(9) | 591,181 | — | — | | | 02/07/2025 | — | — | — | — | 9,567(2) | 153,837 | — | — | | | 02/07/2025 | — | — | — | — | — | — | 14,351(3) | 230,764 | | | 02/13/2024 | — | — | — | — | 13,310(10) | 214,025 | — | — | | | 02/09/2023 | — | — | — | — | 4,245(11) | 68,260 | — | — | | | 01/06/2023 | — | — | — | — | 2,494(14) | 40,104 | — | — | | Thomas M. Klaritch | 02/11/2025 | — | — | — | — | 26,775(15) | 430,542 | — | — | | | 02/11/2025 | — | — | — | — | — | — | 40,159(3) | 645,757 | | | 02/16/2024 | — | — | — | — | — | — | 61,191(5) | 983,951 | | | 02/15/2023 | — | — | — | — | — | — | 4,193(7) | 67,426 |

  93. Outstanding Equity Awards at December 31, 2025

    | (1) Awards and vesting described herein is reflected as of December 31, 2025. The number of shares or units reported in column (f) reflect Retentive Awards or other time-based awards, while the number of shares or units reported in column (h) reflect Performance-Based Awards, assuming threshold payout level (50% for RSUs, or 25% for profits interest units), target payout level (100% for RSUs, or 50% for profits interest units) or high (maximum) payout level (200% for RSUs, or 100% for profits interest units), based on how the performance of each such award was tracking as of December 31, 2025. For Performance-Based Awards granted as profits interest units, these awards reflect the number of base units and do not reflect distribution unit equivalents that accrue. For awards granted in 2023, reflects the actual payout level for such Performance-Based Awards determined after the end of the 2025 fiscal year. See the footnotes below for additional details. The dollar amounts shown in columns (g) and (i) are determined by multiplying the number of shares or units reported in columns (f) or (h), respectively, by $16.08 (the closing price of our common stock on the last trading day of 2025). |

  94. Outstanding Equity Awards at December 31, 2025

    | (2) The unvested portions of this award are scheduled to vest in three equal installments on February 7, 2026, 2027 and 2028. |

  95. Outstanding Equity Awards at December 31, 2025

    | (3) Subject to the satisfaction of applicable performance criteria, the unvested portion of this award is scheduled to vest upon certification of the performance results by the Compensation Committee following the performance period ending December 31, 2027. The number of shares reported is based on the achievement at the target payout level, based on performance tracking between the threshold and target payout levels as of December 31, 2025 |

  96. Outstanding Equity Awards at December 31, 2025

    | (4) The unvested portion of this award is scheduled to vest on February 16, 2026 and 2027. |

  97. Outstanding Equity Awards at December 31, 2025

    | (5) Subject to the satisfaction of applicable performance criteria, the unvested portion of this award is scheduled to vest upon certification of the performance results by the Compensation Committee following the performance period ending December 31, 2026. The number of shares reported is based on the achievement at the high payout level, based on performance tracking between the target and high payout levels as of December 31, 2025. |

  98. Outstanding Equity Awards at December 31, 2025

    | (6) The unvested portion of this award is scheduled to vest on February 15, 2026. |

  99. Outstanding Equity Awards at December 31, 2025

    | (7) Subject to the satisfaction of applicable performance criteria, the unvested portion of this award is scheduled to vest upon certification of the performance results by the Compensation Committee following the performance period ending December 31, 2025. The number of shares reported is based on the achievement at the target payout level, based on performance tracking between the threshold and target payout levels as of December 31, 2025. |

  100. Outstanding Equity Awards at December 31, 2025

    | (8) The unvested portion of this award is scheduled to vest on February 7, 2026, 2027, and 2028. |

  101. Outstanding Equity Awards at December 31, 2025

    | (9) The unvested portion of this award is scheduled to vest on March 3, 2027, 2028, 2029, 2030, and 2031. |

  102. Outstanding Equity Awards at December 31, 2025

    | (10) The unvested portion of this award is scheduled to vest on February 13, 2026, and 2027. |

  103. Outstanding Equity Awards at December 31, 2025

    | (11) The unvested portion of this award is scheduled to vest on February 9, 2026. |

  104. Outstanding Equity Awards at December 31, 2025

    | (12) This award was originally granted to the NEO on October 26, 2022 and was cancelled and replaced with a Replacement Award on February 15, 2023. The unvested portion of this award is scheduled to vest on October 26, 2026, 2027, and 2028. |

  105. Outstanding Equity Awards at December 31, 2025

    | (13) This award was originally granted to the NEO on April 28, 2022 and was cancelled and replaced with profits interest units (a “Replacement Award”) on February 15, 2023. The unvested portion of this award is scheduled to vest on April 28, 2026, 2027, and 2028. |

  106. Outstanding Equity Awards at December 31, 2025

    | (14) The unvested portion of this award is scheduled to vest on January 6, 2026. |

  107. Outstanding Equity Awards at December 31, 2025

    | (15) The unvested portion of this award is scheduled to vest on February 11, 2026, 2027, and 2028. |

  108. Option Exercises and Stock Vested During 2025

    Option Exercises and Stock Vested During 2025 The following table presents information regarding the exercise of stock options by NEOs during 2025 and the vesting of other equity awards during 2025.

  109. Option Exercises and Stock Vested During 2025

    | | Option Awards | | Stock/equity Awards | | | | | | Number of | | | | Number of Shares | Value Realized | Shares Acquired | Value Realized | | | Acquired on Exercise | on Exercise | on Vesting | On Vesting | | Name | (#) | ($) | (#) | ($)(1) | | (a) | (b) | (c) | (d) | (e) | | Scott M. Brinker | — | — | 132,703 | 2,526,378 | | Kelvin O. Moses | — | — | 9,461 | 177,041 | | Adam G. Mabry | — | — | 25,167 | 475,120 | | Scott R. Bohn | — | — | 28,992 | 536,392 | | Tracy A. Porter | — | — | 13,394 | 251,677 | | Thomas M. Klaritch | — | — | 87,280 | 1,665,140 | | Peter A. Scott | — | — | 66,477 | 1,269,561 |

  110. Option Exercises and Stock Vested During 2025

    | (1) The dollar amount shown in column (e) above for stock awards is determined by multiplying the number of shares or profits interest units, as applicable, that vested by the per share closing price of Healthpeak common stock on the vesting date (or if not a trading day, the most recent trading day prior to the vesting date). LTIP awards granted to NEOs are subject to a one-year post-vesting holding period. In addition, each NEO vested in profits interest units that were not immediately convertible into shares of Healthpeak common stock at the time of vesting. |

  111. Potential Payments Upon a Termination or Change in Control

    Potential Payments Upon a Termination or Change in Control The following section describes the benefits that may become payable to our NEOs in connection with a termination of their employment with Healthpeak and/or a change in control of Healthpeak. You should read this section in combination with “Description of Plan-Based Awards—Equity Incentive Awards” above, which describes the treatment of outstanding equity-based awards held by our NEOs upon a termination or change in control of Healthpeak.

  112. Pay Ratio

    Pay Ratio The following pay ratio and supporting information compares the annual total compensation of our President and CEO and the annual total compensation of our employees other than our President and CEO, as required by Section 953(b) of the Dodd-Frank Act. The pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. For 2025, our last completed fiscal year:

  113. Pay Ratio

    | ● | The annual total compensation of our median employee was $124,450; and |

  114. Pay Ratio

    | ● | The annual total compensation of our President and CEO, as reported in the Summary Compensation Table, was $10,072,994. |

  115. Pay Ratio

    | ● | Based on the foregoing, the estimated ratio of the annual total compensation of our President and CEO to the annual total compensation of our median employee was approximately 88:1. To determine the pay ratio, we took the steps outlined below. |

  116. Pay Ratio

    | ● | We determined that as of December 31, 2025, our employee population (excluding our President and CEO) consisted of 427 individuals, all of whom were located in the United States. This population consists of our full-time and temporary employees. We did not have any seasonal employees. We excluded independent contractors, as well as interns, temporary employees, and employees who terminated employment prior to December 31, 2025. |

  117. Pay Ratio

    | ● | To identify the median employee, we computed each employee’s annual compensation consisting of annual base salary as well as all cash bonuses and the grant date value of equity awards granted during the year, as applicable. For these purposes, we annualized the base salary and cash bonuses of employees who did not work for us for the entire year, other than temporary employees. We did not make any cost of living adjustments. |

  118. Pay Ratio

    | ● | Once we identified our median employee, we calculated that employee’s annual total compensation for 2025 in accordance with the requirements of the SEC’s rules for calculating the “total” compensation of each of our NEOs for 2025 for purposes of the Summary Compensation Table above. With respect to our CEO, we used the amount reported as total compensation in the Summary Compensation Table. Any adjustments, estimates and assumptions used to calculate our CEO’s total annual compensation are described in the footnotes to the Summary Compensation Table. |

  119. Pay Ratio

    This pay ratio is an estimate calculated in a manner consistent with SEC rules based on the methodology described above. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, apply certain exclusions and make reasonable estimates and assumptions. As such, the pay ratio reported by other companies may not be comparable to our pay ratio, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

  120. Pay-Versus-Performance Table

    | (3) For purposes of this table, the compensation actually paid (also referred to as “CAP”) to each of our NEOs (including, for purposes of this table, former executive officers who are included in the Non-PEO NEO group for 2021, 2022, 2023, 2024 and 2025) is defined by the SEC and means each NEO’s total compensation as reflected in the Summary Compensation Table for the applicable fiscal year and adjusted as shown below. |

  121. Pay-Versus-Performance Table

    | Reconciliation of Summary Compensation Table Total to | Fiscal Year | Fiscal Year | Fiscal Year | Fiscal Year | Fiscal Year | | Compensation Actually Paid for CEO (Mr. Brinker) | 2025 ($) | 2024 ($) | 2023 ($) | 2022 ($) | 2021 ($) | | Summary Compensation Table Total | 10,072,994 | 8,465,882 | 7,692,510 | 5,557,084 | — | | Grant Date Fair Value of Stock Awards Granted in Fiscal Year | (7,208,688) | (5,714,406) | (5,204,310) | (3,134,399) | — | | Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year | 4,097,425 | 6,903,188 | 2,997,838 | 2,541,379 | — | | Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years | (4,052,476) | 290,155 | (2,282,005) | (2,232,034) | — | | Fair Value at Vesting of Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | — | — | — | 402,297 | — | | Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | (94,518) | (29,362) | (960,951) | (445,419) | — | | Fair Value as of Prior Fiscal Year-End of Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | — | — | — | — | — | | Dividends Paid on Outstanding and Unvested Stock Awards | 531,367 | 337,624 | 257,182 | 212,657 | — | | Compensation Actually Paid | 3,346,104 | 10,253,081 | 2,500,263 | 2,901,565 | — |

  122. Pay-Versus-Performance Table

    | Reconciliation of Summary Compensation Table Total to | Fiscal Year | Fiscal Year | Fiscal Year | Fiscal Year | Fiscal Year | | Compensation Actually Paid for Former CEO (Mr. Herzog) | 2025 ($) | 2024 ($) | 2023 ($) | 2022 ($) | 2021 ($) | | Summary Compensation Table Total | — | — | — | 24,308,605 | 11,713,883 | | Grant Date Fair Value of Stock Awards Granted in Fiscal Year | — | — | — | (7,374,832) | (7,102,283) | | Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year | — | — | — | 5,979,535 | 8,283,835 | | Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years | — | — | — | (3,306,057) | 3,328,563 | | Fair Value at Vesting of Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | — | — | — | 685,203 | 751,962 | | Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | — | — | — | (611,707) | 224,226 | | Fair Value as of Prior Fiscal Year-End of Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | — | — | — | — | — | | Dividends Paid on Outstanding and Unvested Stock Awards | — | — | — | 230,553 | 197,171 | | Compensation Actually Paid | — | — | — | 19,911,300 | 17,397,357 |