Business Context and Reporting Period
Company: Healthcare Realty Trust Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: July 31, 2026
Event: Filing of a new automatic shelf registration statement (Form S-3ASR) and an associated prospectus supplement for an "at-the-market" (ATM) equity offering program.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on capital market activities.
- ATM Program Capacity: Up to $1,000,000,000 aggregate gross sales price.
- Shares Available: The full $1,000,000,000 remains available for offer and sale following the termination of the prior registration statement.
- Shares Sold to Date: No shares were offered or sold under the ATM Program prior to the termination of the prior registration statement.
Material Changes
The primary material change is the replacement of the existing automatic shelf registration statement (filed August 8, 2023) with a new registration statement effective July 31, 2026. Consequently, the prior registration statement was deemed terminated. The company also updated its prospectus supplement to align with the new registration statement.
Guidance, Outlook, and Risks
Management Commentary: The filing confirms the continuation of the ATM Program with multiple underwriters, including J.P. Morgan, BofA Securities, Barclays, and others, pursuant to Equity Distribution Agreements dated December 17, 2025.
Risks and Contingencies: The filing does not disclose new operational risks or contingencies. It notes the filing of a legal opinion by Venable LLP regarding the validity of the shares to be offered.
Investor Verification Checklist
- Verify the current market price of Class A Common Stock (HR) to assess the potential dilution impact of the $1 billion ATM program.
- Review the Equity Distribution Agreements dated December 17, 2025, for specific terms regarding sales commissions and termination rights.
- Confirm the status of the prior registration statement (Nos. 333-273784) to ensure no shares were inadvertently sold under the terminated filing.
- Monitor future 8-K filings for actual sales activity under the new ATM Prospectus Supplement.