STOCK TITAN

Healthcare Realty Trust (NYSE: HR) updates $1B at-the-market stock program

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Healthcare Realty Trust Incorporated and Healthcare Realty Holdings, L.P. filed an automatic shelf registration statement on Form S-3ASR with the SEC on July 31, 2026, together with a prospectus supplement for an existing at-the-market equity program for up to $1,000,000,000 of Class A common stock.

The new registration statement replaced a prior automatic shelf filed on August 8, 2023, which was deemed terminated when the new statement became effective on July 31, 2026. Because no shares had been sold previously under the at-the-market program, the full $1,000,000,000 of common stock capacity remains available for sale under the equity distribution agreements, the new registration statement, and the ATM prospectus supplement. An opinion of Venable LLP regarding the validity of the common stock issuable under this program was filed as an exhibit.

Positive

  • None.

Negative

  • None.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
ATM Program Capacity $1,000,000,000 aggregate gross sales price Aggregate gross sales price of Class A common stock under the at-the-market equity program
New Registration Statement Effectiveness Date July 31, 2026 Date the new automatic shelf registration statement on Form S-3ASR became effective
Prior Registration Statement Filing Date August 8, 2023 Filing date of the prior automatic shelf registration statement on Form S-3ASR
Equity Distribution Agreements Date December 17, 2025 Date of the Equity Distribution Agreements governing the ATM program
automatic shelf registration statement regulatory
"Filed an automatic shelf registration statement on Form S-3ASR with the SEC"
An automatic shelf registration statement is a pre-approved filing that companies submit to securities regulators, allowing them to sell new shares or bonds quickly and efficiently when needed. It acts like a standing permit, enabling the company to raise money without going through a lengthy approval process each time, which can be helpful for responding promptly to market opportunities or needs. For investors, it provides transparency about the company's ability to raise funds and signals planning flexibility.
at-the-market equity offering financial
"Relating to its existing at-the-market equity offering of Class A common stock"
An at-the-market equity offering is a way for a public company to raise cash by selling newly issued shares directly into the open market at current market prices over time through a broker. Think of it as gradually selling items on an online marketplace at whatever buyers are paying now rather than holding a single big sale; it gives the company flexible access to funds but can lower each existing owner’s share of the company and put gentle downward pressure on the stock price if done in large amounts.
prospectus supplement regulatory
"Filed a prospectus supplement relating to the existing at-the-market program"
A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.
Equity Distribution Agreements financial
"Pursuant to those certain Equity Distribution Agreements dated December 17, 2025"

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What did Healthcare Realty Trust (HR) disclose on July 31, 2026?

Healthcare Realty Trust disclosed that it filed a new automatic shelf registration statement on Form S-3ASR and a related ATM prospectus supplement supporting an at-the-market equity program for up to $1,000,000,000 of Class A common stock, replacing a prior shelf registration.

What is the size of Healthcare Realty Trust (HR)'s at-the-market program?

The at-the-market equity program allows sales of Healthcare Realty Trust Class A common stock with an aggregate gross sales price of up to $1,000,000,000. This full amount remains available because no shares were sold under the program before the prior registration statement was terminated.

Were any shares sold under HR's at-the-market equity program before July 31, 2026?

No. Healthcare Realty Trust stated that no shares of common stock were offered and sold under the at-the-market program before the prior automatic shelf registration was terminated, so the entire $1,000,000,000 capacity remains available for future sales.

What happened to Healthcare Realty Trust (HR)'s prior automatic shelf registration?

The prior automatic shelf registration statement on Form S-3ASR, originally filed on August 8, 2023, was deemed terminated when the new automatic shelf registration became effective on July 31, 2026, and has been replaced by the new registration statement.

Which entities are party to the Equity Distribution Agreements for HR's ATM program?

The Equity Distribution Agreements, dated December 17, 2025, are between Healthcare Realty Trust and its operating partnership on one side and a syndicate of financial institutions, including J.P. Morgan Securities LLC, BofA Securities, Inc., Barclays Capital Inc., and others, on the other.
0001360604False00013606042026-07-312026-07-31

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 31, 2026
HEALTHCARE REALTY TRUST INCORPORATED
(Exact name of registrant as specified in its charter)
Maryland001-3556820-4738467
(State or other jurisdiction of
incorporation or organization)
(Commission File Number)(I.R.S. Employer
Identification Number)
3310 West End Avenue, Suite 700    Nashville, Tennessee    37203
(615) 269-8175
(Address of Principal Executive Office and Zip Code)
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading symbol(s)Name of each exchange on which registered
Class A Common Stock, $0.01 par value per shareHRNew York Stock Exchange
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter):
Healthcare Realty Trust IncorporatedEmerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Healthcare Realty Trust Incorporated



Item 8.01.    Other Events.
On July 31, 2026, Healthcare Realty Trust Incorporated (the “Company”) and Healthcare Realty Holdings, L.P. (the “Operating Partnership”) filed with the U.S. Securities and Exchange Commission (the “SEC”) an automatic shelf registration statement on Form S-3ASR filed with the (Registration Nos. 333-297897 and 333-297897-01) (the “New Registration Statement”) to replace their existing automatic shelf registration statement on Form S-3ASR (Nos. 333-273784 and 333-273784-01) filed with the SEC on August 8, 2023 (the “Prior Registration Statement”). Upon effectiveness of the New Registration Statement on July 31, 2026, the Prior Registration Statement was deemed terminated.
In connection with the filing of the New Registration Statement, on July 31, 2026, the Company filed with the SEC a prospectus supplement (the “ATM Prospectus Supplement”) relating to its existing “at-the-market” equity offering of shares of the Company’s Class A common stock, par value $0.01 per share (“Common Stock”) having an aggregate gross sales price of up to $1,000,000,000 (the “ATM Program”) pursuant to those certain Equity Distribution Agreements, each dated as of December 17, 2025 (as amended from time to time, the “Agreements”), each among the Company and the Operating Partnership, on the one hand, and, respectively, each of (i) J.P. Morgan Securities LLC and JPMorgan Chase Bank, National Association, (ii) BofA Securities, Inc., and Bank of America, N.A., (iii) Barclays Capital Inc. and Barclays Bank PLC, (iv) BTIG, LLC, Nomura Securities International, Inc., and Nomura Global Financial Products, Inc., (v) Citigroup Global Markets Inc. and Citibank, N.A., (vi) Credit Agricole Securities (USA) Inc. and Crédit Agricole Corporate and Investment Bank, (vii) Fifth Third Securities, Inc., (viii) Jefferies LLC, (ix) Mizuho Securities USA LLC and Mizuho Markets Americas LLC, (x) Morgan Stanley & Co. LLC, (xi) MUFG Securities Americas Inc. and MUFG Securities EMEA plc, (xii) RBC Capital Markets, LLC and Royal Bank of Canada, (xiii) Regions Securities LLC, (xiv) Scotia Capital (USA) Inc. and The Bank of Nova Scotia, (xv) Truist Securities, Inc. and Truist Bank and (xvi) Wells Fargo Securities, LLC and Wells Fargo Bank, National Association. No shares of the Company’s Common Stock were offered and sold under the ATM Program prior to the termination of the Prior Registration Statement, and therefore, shares of Common Stock having an aggregate offering price of up to $1,000,000,000 remain available for offer and sale pursuant to the Agreements and under the ATM Prospectus Supplement and the New Registration Statement.
An opinion of Venable LLP with respect to the validity of shares of Common Stock that may be offered and sold pursuant to the ATM Prospectus Supplement and the accompanying prospectus is filed herewith as Exhibit 5.1.
Item 9.01.    Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number
Description
5.1
Opinion of Venable LLP.
23.1
Consent of Venable LLP (included in Exhibit 5.1).
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).



SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: July 31, 2026
Healthcare Realty Trust Incorporated
By:
/s/ Andrew Loope
Andrew Loope
Executive Vice President, General Counsel and Secretary

Filing Exhibits & Attachments

4 documents