Additionally, through the Company’s Volunteer Time Off (VTO) program launched in 2019, we encourage and empower our employees to give back to the community in personally meaningful ways. In 2022, our employees spent 447 hours serving their communities individually, representing a 47% year-over-year increase in usage of the Company’s VTO program. This change was primarily driven by a new VTO team-based challenge that created meaningful opportunities for our team to bond over shared causes while encouraging each other to take full advantage of these opportunities to make a difference. The winning team collectively completed over 80% of their total possible VTO hours, and the Company contributed to the charity of their choice in recognition of this effort.

Environmental Matters

As an owner of real estate, we are subject to various federal, state, and local environmental laws, regulations, and ordinances and also could be liable to third parties as a result of environmental contamination or noncompliance at our properties even if we no longer own such properties. See the discussion under Item 1A, “Risk Factors,” under the caption “Environmental compliance costs and liabilities associated with owning, leasing, developing, and operating our properties may affect our results of operations.”

Certain Government Regulations

Overview

Our tenants and operators are typically subject to extensive and complex federal, state, and local health care laws and regulations relating to fraud and abuse practices, government reimbursement, licensure, protection of patient health information, and certificate of need (“CON”) and similar laws governing the operation of health care facilities, and we expect that the health care industry, in general, will continue to face increased regulation and pressure in the areas of fraud, waste and abuse, cost control, health care management, and provision of services, among others. These regulations are wide-ranging and can subject our tenants and operators to civil, criminal and administrative sanctions. Affected tenants and operators may find it increasingly difficult to comply with this complex and evolving regulatory environment because of a relative lack of guidance in many areas as certain of our health care properties are subject to oversight from several government agencies and the laws may vary from one jurisdiction to another. Changes in laws and regulations, reimbursement enforcement activity and regulatory non-compliance by our tenants and operators can all have a significant effect on their operations and financial condition, which in turn may adversely impact us, as detailed below and set forth under Item 1A, “Risk Factors,” under the caption “The health care industry is heavily regulated, and new laws or regulations, changes to existing laws and regulations, health policies, reimbursement levels from third-party payors, loss of licensure, or failure to obtain licensure could adversely impact our company and result in the inability of our tenants to make rent payments to us.”

In 2017, Congress came within a single vote of repealing of the Affordable Care Act and substantially reducing funding to the Medicaid program. New legislation may be introduced in the future, proposing changes, if not full repeal of the Affordable Care Act. Beyond this, significant changes to commercial health insurance and government-sponsored insurance (e.g., Medicare and Medicaid) remain possible. Commercial and government payors are likely to continue imposing larger discounts and tighter cost controls upon operators, through reductions in reimbursement rates and changes in payment methodologies, discounted fee structures, the assumption by health care providers of all or a portion of the financial risk or otherwise. A shift toward less comprehensive health insurance coverage and increased consumer cost-sharing on health expenditures could have a material adverse effect on certain of our operators’ liquidity, financial condition, and results of operations and, in turn, their ability to satisfy their contractual obligations, including making rental payments under and otherwise complying with the terms of our leases.

The following is a discussion of certain laws and regulations generally applicable to our operators, and in certain cases, to us.

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Health Care Legislation

Health Reform Laws. On March 23, 2010, President Obama signed into law the ~~Patient Protection and~~ Affordable Care Act ~~of 2010 (the “Affordable Care Act”)~~ and the Health Care and Education Reconciliation Act of 2010, which amends the Affordable Care Act (collectively with other subsequently enacted federal health care laws and regulations, the “Health Reform Laws”). The Health Reform Laws contain various provisions that may directly impact us or the operators and tenants of our properties. Some provisions of the Health Reform Laws may have a positive impact on our operators’ or tenants’ revenues, by, for example, increasing coverage of uninsured individuals, while others may have a negative impact on the reimbursement of our operators or tenants by, for example, altering the market basket adjustments for certain types of health care facilities. The Health Reform Laws also enhance certain fraud and abuse penalty provisions that could apply to our operators and tenants, in the event of one or more violations of the federal health care regulatory laws. In addition, there are provisions that impact the health coverage that we and our operators and tenants provide to our respective employees. The Health Reform Laws also provide additional Medicaid funding to allow states to carry out the expansion of Medicaid coverage to certain ~~financially-eligible~~financially eligible individuals beginning in 2014, and have also permitted states to expand their Medicaid coverage to these individuals since April 1, 2010, if certain conditions are met. On June 28, 2012, the United States Supreme Court upheld the individual mandate of the Health Reform Laws but partially invalidated the expansion of Medicaid. The ruling on Medicaid expansion allows states not to participate in the expansion-and to forego funding for the Medicaid expansion-without losing their existing Medicaid funding. As of December 1, ~~2020,~~2022, 12 states have pursued the option not to adopt the Medicaid expansion. Thirty-nine states and the District of Columbia have adopted the expansion. The participation by states in the Medicaid expansion could have the dual effect of increasing our tenants’ revenues, through new patients, but could also further strain state budgets. While the federal government paid for approximately 100% of those additional costs from 2014 to 2016, states now are expected to pay for part of those additional costs.

Challenges to the Health Reform Laws and Potential Repeal and/or Further Reforms under Trump Administration. Since the enactment of the Health Reform Laws, there have been multiple attempts through legislative action and legal challenge to repeal or amend the Health Reform Laws, including the case that was before the U.S. Supreme Court, King v. Burwell. Although the Supreme Court in Burwell upheld the use of subsidies to individuals in ~~federally-facilitated~~federally facilitated health care exchanges on June 25, 2015, which ultimately did not disrupt significantly the implementation of the Health Reform Laws, we cannot predict whether other current or future efforts to repeal, amend or challenge the validity of all or part of the Health Reform Laws will be successful, nor can we predict the impact that such a repeal, amendment or challenge would have on our operators or tenants and their ability to meet their obligations to us.

In 2017, then President Trump and Congress unsuccessfully sought to repeal and replace the Affordable Care Act. On January 20, 2017, then President Trump issued an Executive Order stating that it iswas the administration’s official policy to repeal the Affordable Care Act and instructing the Secretary of Health and Human Services and the heads of all other executive departments and agencies with authority and responsibility under the Affordable Care Act to, among other matters, delay implementation of or grant an exemption from any provision of the Affordable Care Act that would impose a fiscal burden on any state or a cost, fee, tax, penalty, or regulatory burden on individuals, families, health care providers, health insurers, patients, and others. On December 22, 2017, the Tax Cuts and Jobs Act (the “Tax Act”) was signed into law. The Tax Act, among other things, reduces the Affordable Care Act’s individual mandate penalty to zero beginning in 2019. The elimination of the penalties does not remove the requirement to obtain health care coverage; however, without penalties there effectively will be no enforcement. On December 14, 2018, a federal district court in Texas ruled that the Affordable Care Act’s individual mandate was unconstitutional. The court also ruled that the provisions of the individual mandate were not severable from the remainder of the Affordable Care Act, rendering the remainder of the Affordable Care Act invalid as well. President Biden formally revoked former President Trump’s Executive Order regarding the Affordable Care Act on January 28, 2021. The United States Supreme Court heard the Texas case following a series of appeals and dismissed the case and upheld the Affordable Care Act in June 2021. Despite action by the current administration and the Supreme Court’s decision to uphold the Affordable Care Act, it is possible that Congress will continue to consider other legislation to repeal the Affordable Care Act or repeal and replace some or all elements of the Affordable Care Act.

The US Department of Labor (“DOL”) issued a final rule on June 21, 2018 authorizing the creation of Association Health Plans (“AHP”). This rule was one of three components of a 2017 Executive Order to increase consumer health insurance options and also created short-term limited duration health insurance and health reimbursement arrangements. On March 28, 2019, the US District Court for the District of Columbia vacated the AHP. On April 26, 2019, the Department of Justice (“DOJ”) appealed that decision and the appeal is ongoing.

On June 24, 2019, then President Trump signed an Executive Order on Improving Price and Quality Transparency in American Health Care to Put Patients First. The ~~Order~~order was intended to increase the availability of meaningful price and quality information for patients. CMS included in its final rule for Medicare hospital outpatient payment, the requirement that hospitals

1618

make public their standard charges, along with payer-specific negotiated rates, in a consumer-friendly format. This requirement was to be effective January 1, 2020. In 2019, the AHA and other hospital groups initiated litigation against ~~DHHS/~~the U.S. Department of Health and Human Services (“HHS”) and CMS to prevent implementation of this price transparency rule. The AHA challenge was unsuccessful ~~in challenging this~~and the rule ~~which~~ became effective January 1, 2021. The public availability of hospital charges may give patients information to select physician office-based care rather than in the hospital.

We cannot predict the effect of Trump or Biden Executive Orders, the Tax Act’s 2019 repeal of the individual mandate penalty on the Affordable Care Act, or whether future attempts by Congress to challenge or change the law will be successful. Further, we cannot predict how the Affordable Care Act might be amended or modified, either through the legislative or judicial process, and how any such modification might impact our tenants’ operations or the net effect of this law on us. If the operations, cash flows or financial condition of our operators and tenants are materially adversely impacted by any repeal or modification of the law, our revenue and operations may be materially adversely affected as well.

No Surprises Act. Effective January 1, 2022, facilities and providers must comply with several new policies required by No Surprises Act (“NSA”). Specifically, the NSA prohibits “balance billing” for: (i) emergency services provided by an out-of-network provider; and (ii) non-emergency (e.g., scheduled) services provided by an out-of-network provider at an in-network facility. For such out-of-network services, health plans are prohibited from imposing higher cost-sharing amounts (i.e., copayment, coinsurance, or deductible) than the amount that would have applied had the service been provided by an in-network provider. The NSA allows the patient to waive their balance billing and cost-sharing protections in some scenarios, but this requires the out-of-network provider to comply with the patient notice and consent requirements under the Act, and does not apply to most ancillary physician services (e.g., emergency, radiology, anesthesiology, pathology, neonatology, and services provided by hospitalists, assistant surgeons, and intensivists). For purposes of compliance with the balance billing and patient cost-sharing protections, a “facility” is defined under the NSA to include hospitals, critical access hospitals, hospital outpatient departments, and ~~ambulatory surgery centers.~~ASCs.

The NSA also requires providers and facilities to provide a good faith estimate (“GFE”) of expected charges to uninsured and self-pay patients upon scheduling or upon request. ~~Health and Human Services (“HHS”) has deferred~~HHS delayed enforcement of the GFE requirements for ~~insured individuals who intend~~one year to ~~submit a claim~~allow providers and facilities to develop systems and processes for the exchange of required information between (i) the providers/facilities with which the primary service was initially scheduled or from which the GFE was initially requested and (ii) co-providers/co-facilities. That one‑year delay, however, proved insufficient as facilities and providers struggled to develop and implement solutions to comply with the GFE co-provider requirement in advance of the January 1, 2023, enforcement deadline, without any sub-regulatory or interpretive guidance from HHS.

In response to industry comments, HHS issued updated guidance in the form of an “FAQ,” which now delays enforcement of the GFE co-provider requirement until HHS issues additional guidance through formal rulemaking. Currently there is no new enforcement deadline, and according to the ~~plan for scheduled items/services until~~FAQ, any future rulemaking ~~is issued.~~will include a prospective applicability date that gives providers and facilities “a reasonable amount of time to comply with any new requirements.” Nevertheless, the FAQ cautions that certain states are the primary enforcers of the GFE requirements, rather than the federal government. Those states do not have to follow HHS’ lead to delay enforcement of the co-provider requirement, though HHS encourages states to take a similar approach. Providers in states that are enforcing the GFE rules directly may have enhanced risk of enforcement at this time. While the balance billing and patient cost-sharing requirements (described above) do not apply to freestanding physician clinics, such freestanding clinics must comply with the GFE requirements under the NSA. The NSA requires providers and facilities to provide patients with disclosures of their new rights under the law.

The enforcement provisions under the NSA permit the Secretary ~~of HHS~~ to apply a civil monetary penalty against a provider/facility in an amount not to exceed $10,000 per violation of the NSA, including: (i) violations of the balance billing protections under the NSA (including all mandated disclosures and notices); and (ii) in circumstances where a provider/facility fails to provide a good faith estimate (“GFE”) of expected charges to uninsured/self-pay patients in violation of the NSA. Notably, the balance billing, patient cost sharing protections, and GFE requirements under NSA are in addition to any requirements under applicable state law. Many of our operators and tenants are now subject to these laws, and some of them may be subject to monetary penalties if they fail to comply with applicable laws.

Information Blocking

Published on May 1, 2020, the Information Blocking Regulations (“IB Regulations”) went into effect April 5, 2021. The IB Regulations prohibit “Actors” (e.g., health care providers, health information exchanges, health information technology developers) from taking action that is likely to interfere with, prevent or materially discourage access, exchange or use of electronic health information. The scope of the IB Regulations were recently expanded to prohibit health care providers from blocking or interfering with patient access to any electronic information in a “designated record set,” as the term is defined under the Health Insurance Portability and Accountability Act, commonly referred to as HIPAA, effective October 6, 2022. Except to the extent covered by an exception, the IB Regulations obligate an Actor to provide a requestor (a patient, a patient’s representative or person seeking a connection to the Actor’s technology) with access to the electronic health information (“EHI”) within its control or possession. The exceptions to the IB Regulations permit an Actor to deny access, limit the amount of access, delay access, condition the type of access or charge a fee for access, all subject to the detailed limitations stated in the applicable exception. Further guidance is pending from CMS and the Office of the Inspector General (“OIG”) regarding enforcement of the rule; however, exclusion and $1 million per violation civil monetary penalties have been cited as potential penalties. In addition to the potential for penalties, providers are likely to incur additional costs in training staff and updating medical records systems and policies to ensure appropriate access to medical records.

Fraud and Abuse Enforcement

There are various extremely complex federal and state laws and regulations governing health care providers’ relationships and arrangements and prohibiting fraudulent and abusive practices by such providers. These laws include (i) federal and state false claims acts, which, among other things, prohibit providers from filing false claims or making false statements to receive payment from Medicare, Medicaid or other federal or state health care programs, (ii) federal and state anti-kickback and fee-splitting statutes, including the Medicare and Medicaid anti-kickback statute, which prohibit the payment or receipt of remuneration to induce referrals or recommendations of health care items or services and the Eliminating Kickbacks in Recovery Act of 2018 (“EKRA”), an all-payor statute enacted in 2018 prohibiting kickbacks related to remuneration for referrals to recovery homes, clinical treatment facilities and laboratories,, (iii) federal and state physician self-referral laws (commonly referred to as the “Stark Law”), which generally prohibit referrals by physicians to entities with which the physician or an immediate family member has a financial relationship, (iv) the federal Civil Monetary Penalties Law, which prohibits, among other things, the knowing presentation of a false or fraudulent claim for certain health care services and (v) federal and state privacy laws, including the privacy and security rules contained in the Health Insurance Portability and Accountability Act of 1996, which provide for the privacy and security of personal health information. Violations of health care fraud and abuse laws carry civil, criminal, and administrative sanctions, including punitive sanctions, monetary penalties, imprisonment, denial of Medicare and Medicaid reimbursement, and potential exclusion from Medicare, Medicaid, or other federal or state health care programs. These laws are enforced by a variety of federal, state, and local agencies and can also be enforced by private litigants through, among other things, federal and state false claims acts, which allow private litigants to

bring qui tam or “whistleblower” actions. Many of our operators and tenants are subject to these laws, and some of them may in the future become the subject of governmental enforcement actions if they fail to comply with applicable laws.

Reimbursement

Sources of revenue for many of our tenants and operators include, among other sources, governmental health care programs, such as the federal Medicare program, state Medicaid programs, and non-governmental payors, such as insurance payors, managed care organizations (“MCOs”), health maintenance organizations (“HMOs”), and Accountable Care Organizations (“ACOs”). As federal and state governments focus on health care reform initiatives, and as the federal government and many states face significant budget deficits, efforts to reduce costs by these payors will likely continue, which may result in reduced or slower growth in reimbursement for certain services provided by some of our tenants and operators.

We cannot predict whether future Congressional action will reduce physician reimbursements. Efforts by other payors to reduce health care costs are likely to continue, which may result in reductions or slower growth in reimbursement for certain services provided by some of our tenants. Further, revenue realizable under third-party payor agreements can change after examination and retroactive adjustment by payors during the claims settlement process or as a result of post-payment audits. For example, payors may disallow requests for reimbursement based on determinations that certain costs are not reimbursable or reasonable, because additional documentation is necessary or because certain services were not covered or were not medically necessary. The Health Care Reform Laws and regulatory changes could impose further limitations on government and private payments to health care providers. In some cases, states have enacted or are considering enacting measures designed to reduce their Medicaid expenditures and to make changes to private health care insurance. In addition, the failure of any of our tenants to comply with various laws and regulations could lead to overpayments and resulting repayment obligations to, as well as jeopardize their ability to continue participating in Medicare, Medicaid, and other government sponsored payment

programs. The financial impact on our tenants’ failure to comply with such laws and regulations could restrict their ability to make rent payments to us.

Health Care Licensure and ~~Certificate of Need~~CON

Certain health care facilities in our portfolio are subject to extensive federal, state, and local licensure, certification and inspection laws, and regulations. In addition, various licenses and permits are required to dispense narcotics, operate pharmacies and laboratories, handle radioactive materials, and operate equipment. Many states require certain health care providers to obtain a ~~certificate of need,~~CON, which requires prior approval for the construction, expansion, purchase of certain capital equipment, and closure of certain health care facilities. The approval process related to state ~~certificate of need~~CON laws may impact some of our tenants’ and operators’ abilities to expand or change their businesses.

COVID-19 Pandemic

COVID-19 Relief. The Coronavirus Aid, Relief, and Economic Security (“CARES”) Act (2020) and the Coronavirus Response and Consolidated Appropriations Act (2021) (“CAA”) provided economic assistance for health care providers. The CAA continued many of these programs by adding new phases, new allocations, and new guidance to address issues related to the continuation of the COVID-19 pandemic. Through the CARES Act, the federal government authorized $175 billion in payments to be distributed through the Public Health and Social Services Emergency Fund (“Provider Relief Fund” or “PRF”). The CAA added another $3 billion in funding to the PRF program. The government has apportioned the PRF in several tranches, including (i) a $50 billion Phase 1 general distribution to Medicare providers, (ii) a $18 billion Phase 2 general distribution to Medicaid providers, (iii) a $24.5 billion Phase 3 general distribution based on financial losses and expenses attributable to COVID-19, and (iv) approximately $60 billion in targeted distributions to hospitals in high-impact areas and certain other specific providers.

Payments from the PRF are not loans and, therefore, they are generally not subject to repayment. However, as a condition to receiving distributions, providers must agree to certain terms and conditions, including, among other things, that the funds are being used for lost revenues and certain COVID-related expenses, ~~as defined by HHS,~~ and that the providers will not seek collection of out‑of‑pocket payments from a COVID-19 patient that are greater than what the patient would have otherwise been required to pay if the care had been provided by an in-network provider. Recipients of PRF payments must comply with reporting requirements described in the terms and conditions and specified in HHS reporting guidelines. HHS has indicated that it will be closely monitoring and, along with the ~~Office of Inspector General,~~OIG, auditing providers to ensure that recipients comply with the terms and conditions of the PRF program and to prevent fraud and abuse. Providers will be subject to civil and criminal penalties for any deliberate omissions, misrepresentations or falsifications of any information given to HHS. Noncompliance with applicable terms and conditions is grounds for HHS to recoup some or all of the payments made from the

PRF. Further, HHS has indicated that PRF payments that have not been expended for permitted uses by applicable deadlines must be returned to HHS.

~~HHS has released multiple updates and revisions on the reporting requirements~~ Reporting obligations are ongoing for providers that accepted grants from the Provider Relief Fund ~~with the most recent update on June 11, 2021. The current reporting requirements impose deadlines on utilizing~~and will continue into 2024. Notably, HHS has begun issuing Repayment Request Notices to recipients of PRF ~~funds for permitted uses and reporting time period for such PRF funds that~~payments who are based on the applicable period in which the PRF funds were received. PRF funds received in each of the six month periods ending June 30, 2020, December 31, 2020, June 30, 2021, and December 31, 2021 have deadlines for using such funds of June 30, 2021, December 31, 2021, June 30, 2022, and December 31, 2022, respectively, and reporting time periods during three month period after each respective deadline. Duerequired to the multiple ongoing changes and updates in HHS guidance, there continues to be areas of potential uncertainty and ambiguity around the reporting requirements for PRF funds and the extent to which any PRF funds may have to be returned or may be subject to recoupment by HHS based on such requirements.repay funds.

More recently, on December 10, 2021, Congress passed the Protecting Medicare and American Farmers from Sequester Cuts Act, extending the moratorium on the 2% Medicare sequestration until April 2022, then reducing the amount taken from payments to 1% for another three months. The law also prevents the statutory Pay-As-You-Go cuts to Medicare, which total 4% of Medicare payments, and certain rate cuts finalized in the Medicare Physician Fee Schedule final rule from November 2021. Additionally, the law will delay payment cuts for clinical laboratories and postpone the launch of the radiation oncology bundled payment model, which was slated to start in January 2022. These changes are intended to support the financial viability of physician practices and maintain access to outpatient care during the continuing public health emergency.

Based on the continued uncertainty around reporting and potential recoupment of PRF funds, ~~and potential impacts of further updates to HHS guidance,~~ we cannot provide any assurances as to whether any tenant or operator may be required to derecognize and return any portion of PRF funds it has recognized as income, or predict whether a tenant or operator may be eligible to receive any additional allocations of Provider Relief Funds in the future or whether it will be able to recognize such amounts as PRF grant income under HHS reporting requirements. There are also no assurances regarding the future of Medicare Physician Fee Schedule payments and scheduled reductions to payments thereunder. These ongoing risks will continue to create risk of non-payment of rent from our tenants.

Vaccine Mandates. On November 4, 2021, CMS released its Interim Final Rule (“IFR”) requiring COVID-19 vaccinations for individuals working in Medicare- and Medicaid-participating facilities, as well as individuals working in certain other settings involving face-to-face interactions with patients. On the same date, the Occupational Safety and Health Administration (“OSHA”) released its new Emergency Temporary Standard (“ETS”) requiring companies with 100 or more employees to mandate vaccination of their employees.

On January 13, 2022, the Supreme Court handed down a pair of decisions on the CMS vaccine mandate rule and the OSHA vaccine-or-test rule. In short, the Court ruled in its opinion that CMS is not prohibited from implementing its IFR. In a separate opinion, the Court held that OSHA may not enforce or implement its ~~vaccine-or-ETS.~~ETS. More recently, in October 2022, the Supreme Court declined to hear a challenge from 10 states seeking to appeal a ruling affirming the CMS mandate.

These quickly evolving (and at times, conflicting) regulatory requirements and court decisions will likely create legal and operational challenges for health care providers, including our tenants that are hospitals, surgery centers, and certain physician practices, and may exacerbate existing challenges around staffing, leading to increased costs for temporary or contract labor and potential business disruptions, any of which may adversely affect our tenants’ ability to pay us rent.

Available Information

Our website address is www.docreit.com. We make available, free of charge through the Investor Relations portion of the website, annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (as amended, the “Exchange Act”) as soon as reasonably practicable after we electronically file such material with, or furnish it to, the ~~Securities and Exchange Commission (the “SEC” or the “Commission”).~~SEC. Reports of beneficial ownership filed pursuant to Section 16(a) of the Exchange Act are also available on our website. These reports and other information are also available, free of charge, at www.sec.gov.

In addition, the ~~Trust’s~~ Board ~~of Trustees~~ has established a Code of Business Conduct and Ethics that applies to our officers, including our President and Chief Executive Officer, Chief Financial Officer, trustees, and employees. The Code of Business Conduct and Ethics provides a statement of the Company’s policies and procedures for conducting business legally and ethically. A copy of the Code of Business Conduct and Ethics is available in the Investor Relations section of our website (www.docreit.com) under the tab “Corporate Information - Governance Documents.” Any amendments to or waivers from the

Code of Business Conduct and Ethics will be disclosed on our website. Information contained on our website is not part of, or incorporated by reference into, this Annual Report on Form 10-K.

2022

ITEM 1A. RISK FACTORS

Summary Risk Factors

An investment in our common shares involves a high degree of risk. You should carefully read and consider the risks discussed below and described more fully along with other risks in Part I, Item 1A “Risk Factors” of this report, before investing in our common shares. The following summarizes what we believe to be the most significant risks of purchasing or owning our ~~securities.~~securities based on information currently available to us. Additional unknown risks may also impair our financial performance and business operations. Our business, financial condition, and/or results of operation may be materially adversely affected by the nature and impact of these risks. In such case, the market value of our securities could be detrimentally affected, and investors may lose part or all of the value of their investment. You should carefully consider the risks and uncertainties described below.

Risks Related to Our Business

•~~Our~~Recent macroeconomic trends, including inflation and rising interest rates, may adversely affect our business, financial condition, and ~~operations~~results of operations.

•Economic and ~~those~~other conditions that negatively affect geographic areas in which we conduct business could materially adversely affect our business, financial condition, or results of ~~our tenants have and may continue to be adversely affected by the COVID-19 pandemic.~~operations.

•Our portfolio is concentrated in health care properties, making us dependent on the health care industry generally, and possibly more vulnerable economically than if our investments were diversified across different industries.

•~~Economic and~~Cybersecurity incidents, attacks, or other ~~conditions that negatively affect geographic areas in which we conduct business~~significant disruptions of our information technology systems or the information technology systems of our third party property managers could ~~materially adversely affect~~disrupt our business ~~results~~and result in the compromise of ~~operations, financial condition.~~confidential information of ours and third parties, including our tenants.

•Our health care properties and tenants face competition and we may not realize the benefits that we anticipate from focusing on health care properties that are strategically aligned with a care delivery system and from the relationships established through such strategic alignments.

•We may not be successful in identifying and consummating suitable investment acquisitions or investment opportunities, which may impede our growth and negatively affect our business, financial condition, and results of operations.

•We have and may in the future make investments in development projects, which may not yield anticipated returns which could directly affect our operating results and reduce the amount of funds available for distributions.

•Environmental compliance costs and liabilities associated with owning, leasing, developing, and operating our properties may affect our results of operations.

•~~Cybersecurity incidents, attacks or other significant disruptions~~Our business and operations and those of our ~~information technology systems or~~tenants have been and may continue to be adversely affected by the information technology systems of our third party property managers could disrupt our business and result in the compromise of confidential information of ours and third parties, including our tenants.COVID-19 pandemic.

Risks Related to the Health Care Industry

•The health care industry is heavily regulated, and new laws or regulations, changes to existing laws, regulations, health policies, or reimbursement levels from third-party payors, loss of licensure or failure to obtain licensure could adversely impact our company and result in the inability of our tenants to make rent payments to us.

•Changes to health care laws and regulations, including to government reimbursement programs such as Medicare and reimbursement rates applicable to our current and future tenants, could have a material adverse effect on the financial condition of our tenants and, consequently, their ability to meet obligations to us.

•Our tenants and our company are subject to fraud and abuse laws, the violation of which, by a tenant, may jeopardize the tenant’s ability to make rent payments to us.

•The COVID-19 pandemic ~~is affecting~~has adversely affected the operations and financial condition of our tenants and operators and ~~future results of operations~~ could continue to beadversely affect their operations and financial condition in the future, which may negatively ~~impacted~~impact our tenants’ and ~~consequently, their~~operators’ ability to meet their obligations to us.

Risks Related to the Real Estate Industry

•Our operating performance is subject to risks associated with the real estate industry, including vacancies or our inability to lease space on favorable terms, our inability to collect rent from tenants, changes in the demand for certain health care-related properties, and impacts from periods of economic slowdown or recession such as the recent U.S. economic downturn.

•We face risks associated with the potential impacts of severe weather events and climate change.

•Our investments in, or originations of, mezzanine and term loans will be subject to specific risks relating to the particular property or entity obligated to repay the loan, and our loans will involve greater risks of loss than senior loans secured by income-producing properties.

Risks Related to Financings

•Required payments of principal and interest on our indebtedness may leave us with insufficient cash to operate our properties or to pay the distributions currently contemplated or necessary to qualify as a REIT and may expose us to the risk of default under our debt obligations.

•We rely upon external sources of capital to fund future capital needs, and, if we encounter difficulty in obtaining such capital, we may not be able to make future acquisitions necessary to grow our business or meet maturing obligations.

Risks Related to Our Portfolio and Structure

•Our business could be harmed if key personnel terminate their employment with us or if we are unsuccessful in integrating new personnel into our operations.

•Our failure to qualify and maintain our qualification as a REIT in any taxable year would result in adverse tax consequences that would substantially reduce funds available for distribution to our shareholders.

•Certain provisions of Maryland law, the Trust’s declaration of trust and the partnership agreement of the Operating Partnership contain limits and restrictions on the transferability of our outstanding shares of beneficial interest, which may have the effect of delaying, discouraging or preventing a transaction or change of control of our company.

Risks Related to Our Qualification and Operation as a REIT

•If we fail to qualify as a REIT in any taxable year, we will face serious tax consequences that would substantially reduce funds available for distributions to our shareholders.

•Complying with REIT requirements may cause us to forego otherwise attractive opportunities or liquidate otherwise attractive investments.

Risks Related To Our Business

Our ~~business~~performance is subject to general economic conditions and ~~operations have~~risks associated with our real estate assets.

Income from and ~~may continue to be adversely affected by~~ the ~~global outbreak~~value of ~~the novel coronavirus and its variants, including the Delta variant, the Omicron variant, and any other variants that may emerge (the "COVID-19 pandemic”), and~~our properties may be adversely affected by, among other ~~outbreaks of pandemic disease.~~

The COVID-19 pandemic and the measures to prevent its spread have had, and could continue to have, and any other global outbreaks of pandemic disease could have, a material adverse effect on our business, results of operations, and financial condition. The extent of the impact of the COVID-19 pandemic on the Company’s business, financial condition, and results of operations, including liquidity, capital, and financing resources will depend on numerous evolving conditions that the Company cannot predict.things:

The COVID-19 pandemic has materially adversely impacted regional and global economies and financial markets. The impact of the outbreak has been rapidly evolving and, as cases of COVID-19 and new variants have continued to be identified•an economic crisis in the United States or globally that results in increased budget deficits and weakened financial condition of international, national, and local governments, which may lead to reduced governmental ~~authorities, including~~spending, tax increases, job losses, increased interest rates, currency devaluations, defaults on debt obligations, or other adverse economic events;

•other periods of economic slowdown or recession, rising interest rates or declining demand for real estate, or the public perception that any of these events may occur;

•tenant turnover, the attractiveness of our properties to potential tenants, and changes in ~~many states and citieswhere we own~~supply of, or demand for, similar or competing properties ~~either directly~~in an area (including from general overbuilding or through joint ventures, where we have development projects, and where our principal place of business is located, have reacted by instituting measures to prevent its spread, including quarantines, social distancing mandates, face mask mandates, vaccine mandates and restrictions on travel. In addition, some states have imposed restrictions and mandatesexcess supply in the ~~wake~~market);

•changes in the cost or availability of ~~increased COVID-19 cases due to new variants. For example, recent increases~~insurance;

•unanticipated changes in ~~COVID-19 cases in certain areas~~costs associated with adverse environmental conditions;

•periods of ~~the country have resulted or~~tight money supply;

•future terrorist attacks, which may result in declining economic activity, which could reduce the ~~imposition~~demand for, and the value of, ~~additional protocols or restrictions~~our properties, and may adversely affect our tenants’ business and their ability to continue to honor their existing lease; and

•disruptions in the global supply chain caused by state and local governments. We cannot predict if additional states and cities will implement similar restrictions or initiatives, when restrictions and initiatives currently in place will expire, if additional restrictions or initiatives will be imposed, or if thesepolitical, regulatory, or other ~~restrictions or initiatives will be imposed in~~factors, including geopolitical developments outside the future and the impact on our business of any such restrictions or initiatives. Adverse economic conditions resulting from the COVID-19 pandemic, especially any downturns in the geographic areas in which we operate, and particularly in Texas and Georgia, or any downturn in the health care industry as a whole, may lower our occupancy levels and in certain cases, have required us to agree to rental concessions. In some cases, we have restructured some “tenants” long-term rent obligations and may not be able to do so on terms that are as favorable to us as those currently in place.United States.

~~Further, certain of~~In addition, our tenants have been able to secure stimulus funds under the CARES Act, the CAA or other government assistance programs. There is significant uncertainty regarding whether the U.S. Congress or state governmental authorities will pass further laws providing for additional stimulus, funding, or relief, and we are unable to predict whether additional stimulus measures will be enacted, whether our tenants will be eligible or will apply for any such funds, whether the funds, if available,investments could be ~~used~~materially adversely affected by ~~tenants to pay rent~~changes in national and international political, environmental, and socioeconomic circumstances, including the escalating conflict between Russia and Ukraine or ~~could affect or limit our tenants’ future operations, and/or whether the funds will be sufficient for tenants’ rent and other obligations to us. There can be no assurance as~~actions taken by governments in response to the ~~total amount of~~conflict.

2224

~~financial and other types of assistance our tenants~~Rising interest rates may receive under these programs, and we cannot predict the impact of any such future legislation on our tenants’ operations. Moreover, we are unable to assess the extent to which potential negative impacts on our tenants, and, in turn, to us, arising from the COVID-19 pandemic will be offset by amounts or benefits to be received under any government assistance programs. Any inability by our tenants to secure any such funds may impact their ability to pay their rent or other obligations to us, which could have a material adverse effect onadversely affect our business, financial condition, and results of operations. Increases in interest rates have increased and may continue to increase our interest expense and adversely affect our cash flows, our ability to service our indebtedness, and our ability to make distributions to our shareholders, and could cause our stock price to decline. Failure to hedge effectively against interest rate changes may adversely affect our results of operations.

During the fiscal year ended December 31, 2022, inflation in the United States increased and is currently expected to continue at an elevated level in 2023. Rising inflation increases our variable rate debt and general and administrative expenses and other costs. In 2022, the Federal Reserve began significantly raising interest rates and is expected to continue to raise interest rates to combat inflation and restore price stability into 2023.

The dividend yield on common shares (as a percentage of the price of our common shares) relative to market interest rates is one of the factors that influences the market price of our common shares. Increases in interest rates will increase interest cost on new fixed and variable debt and on existing variable rate debt. Such increases in the cost of capital have adversely impacted our ability to acquire and develop properties and may impact our ability to refinance existing debt, and could cause our earnings and funds available for distribution to decline. Additionally, increased interest rates may also result in less liquid property markets, limiting our ability to sell assets or contribute existing assets to a joint venture.

Further increases in market interest rates may lead prospective purchasers of our common shares to expect a higher dividend yield (with a resulting decline in the market price of our common shares) and higher interest rates would likely increase our borrowing costs for both our existing and future indebtedness and potentially decrease funds available for distribution. Thus, higher market interest rates have caused and could continue to cause the market price of our common shares to decrease.

Additionally, as of December 31, 2022, we had approximately $298.2 million of variable-rate indebtedness outstanding that has not been swapped for a fixed interest rate. Certain indebtedness in the future, including borrowings under our unsecured revolving credit facility since December 31, 2022, and thereafter, will be subject to variable interest rates. Increases in interest rates on any variable rate indebtedness will increase our interest expense, which could adversely affect our cash flow and our ability to pay distributions to our shareholders.

In ~~light of health~~certain cases, we may seek to manage our exposure to interest rate volatility by using interest rate hedging arrangements. Hedging involves risks, such as the risk that the counterparty may fail to honor its obligations under an arrangement, that the arrangements may not be effective in reducing our exposure to interest rate changes, that these arrangements may result in higher interest rates than we would otherwise have, and ~~safety concerns, certain of our employees are currently working remotely, while many others are on hybrid schedules spending~~that a ~~percentage of each week~~court could rule that such an agreement is not legally enforceable. In addition, we may be limited in the ~~office~~type and amount of hedging transactions that we may use in the ~~remainder working from home. The effects of periods of remote work arrangements, could create increased vulnerability~~future by our need to cybersecurity breaches or incidents involving us or our third party managers, which could disrupt our business, compromise our confidential information and confidential information of our tenants and other third parties damage our reputation, and subject ussatisfy the REIT income tests under the Code. Failure to ~~liability claims or regulatory penalties, any and all of which could~~hedge effectively against interest rate changes may have an adverse effect on our business, financial condition, and results of operations. In addition, we depend upon the performance of our property managers to effectively manage certain of our properties and real estate assets. Remote work arrangements and other effects of the COVID-19 pandemic could impair our property managers' abilities to effectively manage our properties, which could also adversely impact our business and results of operations.

~~The COVID-19 pandemic, or a future pandemic, could also have material adverse effects on our ability to successfully operate our business, our financial condition, our~~ results of operations, ~~and~~ our ability to make distributions to our shareholders, ~~due~~and the market price of our common shares.

Economic and other conditions that negatively affect geographic areas in which we conduct business, and in particular Texas, and other areas to ~~among other factors:~~which a greater percentage of our revenue is attributed could materially adversely affect our business, results of operations, and financial condition.

•~~a complete or partial closure of,~~Our operating results depend upon our ability to maintain and increase occupancy levels and rental rates at our properties. Adverse economic or other ~~operational issues at, one~~conditions in the geographic markets in which we operate, including periods of economic slowdown or ~~more~~recession, industry slowdowns, periods of deflation, relocation of businesses, changing demographics, pandemics, hurricanes, tornadoes, floods, the effects of climate change, earthquakes and other natural disasters, fires, terrorist acts, migrant crises, civil disturbances or acts of war, and other man-made disasters which may result in uninsured or underinsured losses, and changes in tax, real estate, zoning, and other laws and regulations, may lower our occupancy levels and limit our ability to increase rents or require us to offer rental concessions.

As of December 31, 2022, approximately 1.9 million square feet of our gross leasable area and $49.2 million of our total consolidated annualized base rent was derived from properties ~~resulting from government~~located in Texas (12.0% of our gross leasable area and 13.7% of our total consolidated annualized base rent). As a result of this geographic concentration, we are particularly exposed to downturns in the Texas economy or ~~tenant action;~~

•other changes in local real estate market conditions. Any material change in the ~~reduced~~current payment programs or regulatory, economic, ~~activity impacting our “tenants” businesses, including a suspension~~environmental, or ~~a reduction~~competitive conditions in ~~elective medical or surgical procedures that can be deferred, which may~~Texas could have a ~~material adverse~~disproportionate effect on our ~~tenant's~~overall business results. In the event of negative economic or other changes in any of the markets in which we conduct business, our business, financial condition, and ~~liquidity and may cause one or more~~results of ~~our tenants to be unable to pay their rent to us in full, or at all, or to otherwise seek rental concessions or modifications of their monetary obligations under their leases;~~

•~~difficulty finding suitable replacement tenants in the event of a tenant default or non-renewal of our leases, especially for our properties in smaller markets;~~

•reduced economic activity that could result in a recession or other prolonged adverse economic condition that could negatively impact the real estate industry, resulting in declining demand for real estate, which may affectoperations, our ability to ~~sell any of~~make distributions to our ~~properties at a profit, or at all, in the future;~~

•~~the general decline in business activity~~shareholders, and ~~demand for real estate transactions, which has adversely affected, and is likely to continue affecting, our ability to acquire additional properties;~~

•~~the decline in~~ the market price of our common shares ~~which could~~may be adversely ~~impact~~affected.

One of our ~~ability~~strategies is to ~~access equity capital markets~~capitalize on shifting consumer preferences and ~~require us to try to rely on debt financing to fund~~other demographic and market trends by pursuing off-campus properties consistent with our ~~capital needs, which~~investment philosophy and strategies. We may not be ~~available~~successful in identifying and acquiring suitable off-campus properties that meet our investment criteria or that we can acquire on ~~acceptable terms~~satisfactory terms. Further, if such preferences and trends do not continue, such off-campus properties may not produce the expected benefits or ~~at all;~~

•~~any debt financing~~command the same rent as our on-campus affiliated properties, and we may not be able to ~~secure could increase our leverage, which could place~~lease such properties on terms acceptable to us, or at ~~a competitive disadvantage compared to our competitors who have less debt, and could place us at a competitive disadvantage compared to our competitors who have debt on more favorable terms;~~

•any inability to comply with covenants under our debt agreements, which could result in a default under the applicable debt agreement and could trigger a cross-default under other indebtedness, which could cause an acceleration of our indebtedness, result in a downgrade in our credit rating, or negatively impact our ability to incur additional indebtedness;

•~~any impairment in value of our tangible or intangible assets which could be recorded as a result of weaker economic conditions or if a tenant at one of our properties fails to pay rent; and~~

•the potential negative impact on the health of our personnel, particularly if a significant number of them are impacted, could impair our ability to perform critical functions and may cause a disruption in our business operations.

The extent to which the COVID-19 pandemic impacts, and will continue to impact, our operations and those of our tenants will depend on future developments, which are highly uncertain and cannot be predicted, including the scope, severity, and duration of the pandemic including whether there are additional waves or other additional periods of increased COVID-19 cases, the further spread of the Delta variant and the Omicron variant or the emergence of other new or more contagious variants that may render vaccines ineffective or less effective, and the availability and effectiveness of vaccines or an effective treatment and the willingness of individuals to receive a vaccine or otherwise comply with various mandates, the actions taken to contain the pandemic or mitigate its impact including mandatory closures, shelter-in-place or social distancing measures, face mask measures, travel restrictions, or quarantine mandates, and the direct and indirect economic effects of the pandemic and containment measures, among others. The rapid development and fluidity of this situation precludes our ability to predict the full adverse impact of the COVID-19 pandemic.all. If we are unable to ~~respond~~successfully acquire, lease, and ~~manage the impact of these events,~~operate such off-campus properties, our

business, financial condition, and results of operations ~~including liquidity, capital, and financing resources may continue to~~could be adversely ~~affected.~~impacted.

Our real estate investments are concentrated in health care properties, and any downturn in the health care industry could materially affect our business.

We acquire, own, manage, operate, and selectively develop properties for lease primarily to physicians, hospitals, and health care delivery systems. We are subject to risks inherent in concentrating investments in real estate, and further from the concentration of our investments in the health care sector. Any adverse effects that result from these risks could be more pronounced than if we diversified our investments outside of health care properties. Given our concentration in this sector, our tenant base is especially concentrated and dependent upon the health care industry generally, and any industry downturn could adversely affect the ability of our tenants to make lease payments and our ability to maintain current rental and occupancy rates. Our tenant mix could become even more concentrated if a significant portion of our tenants practice in a particular medical field or are reliant upon a particular health care delivery system. Accordingly, a downturn in the health care industry generally, or in the health care-related facility specifically, could adversely affect our business, financial condition, and results of operations, our ability to make distributions to our shareholders, and the market price of our common shares.

~~Economic~~Any failure, inability, or unwillingness by our tenants to pay rent or other amounts under leases could materially adversely affect our financial results; we may have difficulty finding suitable replacement tenants in the event of a tenant default or non-renewal of our leases, especially for our properties located in smaller markets.

Our portfolio of health care properties is leased to physicians, hospitals, health care delivery systems, and other ~~conditions~~health care providers and our revenues are subject to the financial strength of our tenants. We cannot provide assurance that ~~negatively~~our tenants will have sufficient assets, income, and access to financing to enable them to satisfy their respective obligations to us, and any failure, inability or unwillingness by our tenants to do so could adversely affect ~~geographic areas~~our financial results.

We cannot predict whether our tenants will renew or extend existing leases beyond their current terms. Nearly all of our properties are subject to leases which have multi-year terms. As of December 31, 2022, leases representing 4.7% and 5.5% of leased square feet at our consolidated properties will expire in 2023 and 2024, respectively, and leases representing 0.9% of leased square feet had expired as of December 31, 2022. If any of our leases are not renewed or extended, or if a tenant defaults under the terms of its lease or becomes insolvent, we would attempt to relet those spaces or properties to other tenants or new tenants. In case of non-renewal, we generally have advance notice before expiration of the lease term to arrange for reletting or repositioning of the spaces or the properties and our tenants are required to continue to perform all of their obligations (including the payment of all rental amounts) under the non-renewed leases until such expiration. However, following expiration of a lease term or if we exercise our right to replace a tenant in default, rental payments on the related properties could decline or cease altogether while we relet or reposition the spaces or the properties with suitable replacement tenants. We also might not be successful in identifying suitable replacement tenants or entering into leases with new tenants on a timely basis or on terms as favorable to us as our current leases, or at all, and we may be required to fund certain expenses and obligations (e.g., real estate taxes, debt costs, and maintenance expenses) to preserve or improve the value of, and avoid the imposition of liens on, our properties while they are being relet or repositioned. Our ability to relet or reposition our properties, or spaces within our properties, with suitable tenants could be significantly delayed or limited by state licensing, receivership, CON or other laws, as well as by the Medicare and Medicaid change-of-ownership rules. We could also incur substantial additional expenses in connection with any licensing, receivership, or change-of-ownership proceedings. In addition, our ability to locate suitable replacement tenants could be impaired by the specialized health care uses or contractual restrictions on use of the properties, and we may be required to spend substantial amounts to adapt the properties to other uses. Any such delays, limitations and expenses could adversely impact our ability to collect rent, obtain possession of leased properties, or otherwise exercise remedies for tenant default and could have a material adverse effect on us or cause us to take an impairment charge on a property.

All of these risks may be greater in smaller markets, where there may be fewer potential replacement tenants, making it more difficult to replace tenants, especially for specialized spaces, like hospital or outpatient treatment facilities located in our properties, and could have a material adverse effect on us.

If the business, financial position, or results of operations of CommonSpirit or one or more of our CommonSpirit- tenants suffer or are adversely affected, it could have a material adverse effect on our business, financial position, or results of operations.

As of December 31, 2022, tenants affiliated with CommonSpirit, represented approximately 14.8% of our total consolidated annualized base rent. Although CommonSpirit is not a party to nor a guarantor of the related lease agreements, it controls each of the subsidiaries and affiliates that are parties to a master lease agreement we have with CommonSpirit tenants. Given this control, if CommonSpirit’s business, financial position, or results of operations suffer or are adversely affected, it could adversely affect its ability to provide any financial or operational support for the subsidiaries and affiliates it controls, which ~~we conduct business,~~could adversely affect one or more of the CommonSpirit-affiliated tenants’ ability to pay rent to us. In addition, if CommonSpirit were to cause its subsidiaries or affiliates to terminate any of their leases, vacate the leased premises, or consolidate, downsize, or relocate their operations from any of our premises, or if the subsidiaries and ~~in particular Texas, and other areas~~affiliates do not comply with the health care regulations to which the leased properties and operations are subject, we may be required to find other lessees for any affected leased properties and there could be a ~~greater percentage~~decrease or cessation of rental payments by CommonSpirit’s subsidiaries and affiliates. Additionally, if CommonSpirit’s business, financial position, or results of operations were to suffer or its credit ratings were to be downgraded, it could cause investors to lose confidence in our ~~revenue is attributed~~ability to collect rent from CommonSpirit-affiliated tenants and could cause our stock price to decline. Moreover, there can be no assurance that CommonSpirit’s subsidiaries and affiliates will have sufficient assets, income, and access to financing to enable them to satisfy their payment obligations under their lease agreements. The inability of any of these subsidiaries and affiliates to meet their rent obligations could materially adversely affect our business, financial position, or results of operations including our ability to pay dividends to our stockholders as required to maintain our status as a REIT. The inability of CommonSpirit’s subsidiaries and affiliates to satisfy their other obligations under their lease agreements such as the payment of taxes, insurance, and utilities could have a material adverse effect on the condition of the leased properties as well as on our business, financial ~~condition.~~position, and results of operations. For these reasons, if CommonSpirit were to experience a material adverse effect on its business, financial position, or results of operations, our business, financial position, or results of operations could also be materially adversely affected.

Cybersecurity incidents could disrupt our business and result in the compromise of confidential information.

Our ~~operating results depend upon our ability to maintain~~business is at risk from and ~~increase occupancy levels and rental rates at our properties. Adverse economic~~may be impacted by cybersecurity attacks, or other ~~conditions~~significant disruptions to the Company’s information technology systems involving us, our MOBs, our tenants, or any third party property managers, including attempts to gain unauthorized access to our confidential data and to block access to our data, and other electronic security breaches, including those resulting from human error or technology failures. Cybersecurity incidents and cyber-attacks have been occurring globally at a more frequent and severe level and will likely continue to increase in frequency in the geographic markets in which we operate, including periods of economic slowdown or recession, industry slowdowns, periods of deflation, relocation of businesses, changing demographics, pandemics, hurricanes, tornadoes, floods, the effects of climate change, earthquakes and other natural disasters, fires, terrorist acts, civil disturbances or acts of war, and other man-made disasters whichfuture. These cybersecurity risks may result in uninsured or underinsured losses, and changes in tax, real estate, zoning, and other laws and regulations, may lower our occupancy levels and limit our ability to increase rents or require us to offer rental concessions.

As of December 31, 2021, approximately 1.9 million square feet of our gross leasable area and $47.8 million of our total consolidated annualized base rent was derived from properties located in Texas (12.0% of our gross leasable area and 13.5% of our total consolidated annualized base rent). Asbe heightened as a result of ~~this geographic concentration,~~our tenants increased use of telehealth services. Such cyber attacks can range from individual attempts to gain unauthorized access to our information technology systems to more sophisticated security threats. In the past, we ~~are particularly exposed~~have experienced cybersecurity breaches, which to ~~downturns in the Texas economy~~date have not had a material impact on our operations, but there can be no assurance that any future breach or ~~other changes in local real estate market conditions. Any material change in the current payment programs or regulatory, economic, environmental, or competitive conditions in Texas could~~disruption will not have a ~~disproportionate~~material adverse effect on our ~~overall~~ business, ~~results. In the event~~financial condition or operations. While we employ a number of ~~negative economic~~measures to prevent, detect and mitigate these threats, there is no guarantee such efforts will be successful in preventing a cyber attack. Even well-protected information technology systems remain vulnerable, as techniques used in such attempted attacks continually evolve and in some cases are designed not to be detected and may not be detected. Accordingly, we may be unable to anticipate these techniques or to implement adequate security barriers or other ~~changes in~~preventative measures, and thus it is impossible for us to entirely mitigate this risk.

In addition, we rely on third party property managers to manage certain of our properties and real estate assets. We face risks associated with cybersecurity attacks or breaches affecting such third party property managers. A cybersecurity attack or a security breach at any such third party could be perceived as a cybersecurity attack or a breach of ~~the markets in~~our information technology systems. Cybersecurity incidents or other disruptions could disrupt our business, compromise confidential information of ours and third parties, including our tenants, damage our reputation, and subject us to liability claims or regulatory penalties, all of which ~~we conduct business,~~could have an adverse effect on our business, financial condition, and results of ~~operations, our ability to make distributions to our shareholders, and the market price of our common shares may be adversely affected.~~

One of our strategies is to capitalize on shifting consumer preferences and other demographic and market trends by pursuing off-campus properties consistent with our investment philosophy and strategies. We may not be successful in identifying and acquiring suitable off-campus properties that meet our investment criteria or that we can acquire on satisfactory terms. Further, if such preferences and trends do not continue, such off-campus properties may not produce the expected benefits or command the same rent as our on-campus affiliated properties, and we may not be able to lease such properties on terms acceptable to us, or at all. If we are unable to successfully acquire, lease, and operate such off-campus properties, our business, financial condition, and results of operations could be adversely impacted.operations.

We have and may in the future make investments in joint ventures, which could be adversely affected by our lack of decision-making authority, our reliance upon our joint venture partners’ financial condition, any disputes that may arise between us and our joint venture partners and our exposure to potential losses from the actions of our joint venture partners.

We have and may in the future make co-investments with third parties through partnerships, joint ventures, or other entities, acquiring noncontrolling interests in or sharing responsibility for the management of the affairs of a property,

partnership, joint venture or other entity. Joint ventures generally involve risks not present with respect to our wholly-owned properties, including the following:

•our joint venture partners may make decisions with which we disagree or that are not in our best interest;

•we may be prevented from taking actions that are opposed by our joint venture partners;

•our ability to transfer our interest in a joint venture to a third party may be restricted;

•our joint venture partners might become bankrupt or fail to fund their share of required capital contributions which may delay construction or development of a health care related facility or increase our financial commitment to the joint venture;

•our joint venture partners may have economic or business interests or goals with respect to the health care related facility or the joint venture that are or become inconsistent with our business interests and goals which could increase the likelihood of disputes regarding the ownership, management, or disposition of the health care related facility or the joint venture may compete with us for property acquisitions;

•disputes may develop with our joint venture partners over decisions affecting the health care related facility or the joint venture which may result in litigation or arbitration that would increase our expenses and distract our officers and/or trustees from focusing their time and effort on our business and possibly disrupt the daily operations of the health care related facility;

•we may suffer losses as a result of the actions of our joint venture partners with respect to our joint venture investments; and

•our joint venture partners may be structured differently than us for tax purposes, which could create conflicts of interest and risks to our REIT status.

Joint venture investments involve risks that may not be present with other methods of ownership. In addition to those risks identified above, our partners may be in a position to take action or withhold consent contrary to our instructions or requests. In the future, in certain instances, we or our partners may have the right to trigger a buy-sell arrangement, which could cause us to sell our interest, or acquire our partners’ interest, at a time when we otherwise would not have initiated such a transaction. Our ability to acquire our partners’ interest may be limited if we do not have sufficient cash, available borrowing capacity, or other capital resources. In such event, we may be forced to sell our interest in the joint venture when we would otherwise prefer to retain it. Joint ventures may require us to share decision-making authority with our partners, which could limit our ability to control the properties in the joint ventures. Even when we have a controlling interest, certain major decisions may require partner approval, such as the sale, acquisition, or financing of a property.

Our health care properties and tenants face competition from nearby hospitals and other health care properties, and we may not realize the benefits that we anticipate from focusing on health care properties that are strategically aligned with a health care delivery system and from the relationships established through such strategic alignments. Further, we may not be able to maintain or expand our relationships with our existing and future hospital and health care delivery system clients.

As part of our business strategy, we focus on health care properties that are strategically aligned with a health care delivery system by (i) seeking to acquire, own, manage, and develop health care properties that are located on medical campuses where the underlying land is owned by a health care delivery system or by us, or (ii) seeking to acquire, own, manage, and develop health care properties located in close proximity to a health care delivery system or strategically aligned with a health care delivery system through leasing or other arrangements. We may not realize the benefits that we anticipate as a result of these strategic relationships, such as increased rents and reduced tenant turnover rates as compared to health care properties that are not strategically aligned. Moreover, building a portfolio of health care properties that are strategically aligned does not assure the success of any given property. The associated health care delivery system may not be successful and the strategic alignment that we seek for our health care properties could dissolve, and we may not succeed in replacing them. In addition, our health care properties, the associated health care delivery systems with which our health care properties are strategically aligned, and our tenants may be unable to compete successfully with nearby hospitals, medical practices, other health care properties that provide comparable services, pharmacies, and other retailers, like CVS, Walmart, Walgreens, and others, that may initiate or expand health care clinic operations and services to compete with our ~~tenants~~. tenants. Any of our properties may be materially and adversely affected if the health care delivery system with which it is strategically aligned is unable to compete successfully. If we do not realize the benefits that we anticipate from our business strategy and our strategic alignments dissolve and we are not successful in replacing them, our reputation, business, financial results, and prospects may be adversely affected.

The success of our business depends, to a large extent, on our current and future relationships with hospital and health care delivery system clients. We invest a significant amount of time to develop, maintain, and be responsive to these relationships, and our relationships have helped us to secure acquisition and development opportunities, as well as other advisory, property management, and projects, with both new and existing clients. If our relationships with hospital or health

system clients deteriorate, if a conflict of interest or non-compete arrangement prevents us from expanding these relationships, or if a hospital on or near whose campus one of our properties is located fails or becomes unable to meet its financial obligations, the business of our tenants could be adversely affected or our ability to secure new acquisition and development opportunities or other advisory, property management, and hospital project management projects could be adversely impacted and our professional reputation within the industry could be damaged.

Any failure, inability, or unwillingness by our tenants to pay rent or other amounts under leases could materially adversely affect our financial results; we may have difficulty finding suitable replacement tenants in the event of a tenant default or non-renewal of our leases, especially for our properties located in smaller markets.

Our portfolio of health care properties is leased to physicians, hospitals, health care delivery systems, and other health care providers and our revenues are subject to the financial strength of our tenants. We cannot provide assurance that our tenants will have sufficient assets, income, and access to financing to enable them to satisfy their respective obligations to us, and any failure, inability or unwillingness by our tenants to do so could adversely affect our financial results.

We cannot predict whether our tenants will renew or extend existing leases beyond their current terms. Nearly all of our properties are subject to leases which have multi-year terms. As of December 31, 2021, leases representing 3.8% and 5.2% of leased square feet at our consolidated properties will expire in 2022 and 2023, respectively, and leases representing 0.3% of leased square feet had expired as of December 31, 2021. If any of our leases are not renewed or extended, or if a tenant defaults under the terms of its lease or becomes insolvent, we would attempt to relet those spaces or properties to other tenants or new tenants. In case of non-renewal, we generally have advance notice before expiration of the lease term to arrange for reletting or repositioning of the spaces or the properties and our tenants are required to continue to perform all of their obligations (including the payment of all rental amounts) under the non-renewed leases until such expiration. However, following expiration of a lease term or if we exercise our right to replace a tenant in default, rental payments on the related properties could decline or cease altogether while we relet or reposition the spaces or the properties with suitable replacement tenants. We also might not be successful in identifying suitable replacement tenants or entering into leases with new tenants on a timely basis or on terms as favorable to us as our current leases, or at all, and we may be required to fund certain expenses and obligations (e.g., real estate taxes, debt costs, and maintenance expenses) to preserve or improve the value of, and avoid the imposition of liens on, our properties while they are being relet or repositioned. Our ability to relet or reposition our properties, or spaces within our properties, with suitable tenants could be significantly delayed or limited by state licensing, receivership, certificate of need or other laws, as well as by the Medicare and Medicaid change-of-ownership rules. We could also incur substantial additional expenses in connection with any licensing, receivership, or change-of-ownership proceedings. In addition, our ability to locate suitable replacement tenants could be impaired by the specialized health care uses or contractual restrictions on use of the properties, and we may be required to spend substantial amounts to adapt the properties to other uses. Any such delays, limitations and expenses could adversely impact our ability to collect rent, obtain possession of leased properties, or otherwise exercise remedies for tenant default and could have a material adverse effect on us or cause us to take an impairment charge on a property.

If the business, financial position, or results of operations of CommonSpirit Health or one or more of our CommonSpirit Health-affiliated tenants suffer or are adversely affected, it could have a material adverse effect on our business, financial position, or results of operations.

As of December 31, 2021, tenants affiliated with CommonSpirit Health (“CommonSpirit”), represented approximately 14.7% of our total consolidated annualized base rent. Although CommonSpirit is not a party to nor a guarantor of the related lease agreements, it controls each of the subsidiaries and affiliates that are parties to a master lease agreement we have with CommonSpirit tenants. Given this control, if CommonSpirit’s business, financial position or results of operations suffer or are adversely affected, it could adversely affect its ability to provide any financial or operational support for the subsidiaries and affiliates it controls, which could adversely affect one or more of the CommonSpirit-affiliated tenants’ ability to pay rent to us. In addition, if CommonSpirit were to cause its subsidiaries or affiliates to terminate any of their leases, vacate the leased premises, or consolidate, downsize, or relocate their operations from any of our premises, or if the subsidiaries and affiliates do not comply with the health care regulations to which the leased properties and operations are subject, we may be required to find other lessees for any affected leased properties and there could be a decrease or cessation of rental payments by CommonSpirit’s subsidiaries and affiliates. Additionally, if CommonSpirit’s business, financial position, or results of operations were to suffer or its credit ratings were to be downgraded, it could cause investors to lose confidence in our ability to collect rent from CommonSpirit-affiliated tenants and could cause our stock price to decline. Moreover, there can be no assurance that CommonSpirit’s subsidiaries and affiliates will have sufficient assets, income, and access to financing to enable them to satisfy their payment obligations under their lease agreements. The inability of any of these subsidiaries and affiliates to meet their rent obligations could materially adversely affect our business, financial position, or results of operations including our ability to pay dividends to our stockholders as required to maintain our status as a REIT. The inability of CommonSpirit’s subsidiaries and affiliates to satisfy their other obligations under their lease agreements such as the payment of taxes, insurance, and utilities could have a material adverse effect on the condition of the leased properties as well as on our business, financial

position, and results of operations. For these reasons, if CommonSpirit were to experience a material adverse effect on its business, financial position, or results of operations, our business, financial position, or results of operations could also be materially adversely affected.

We may not be successful in identifying and completing off-market acquisitions and other suitable acquisitions or investment opportunities, which may impede our growth and adversely affect our business, financial condition, and results of operations.

An important component of our growth strategy is to acquire “off-market” properties before they are widely marketed by the owners. Facilities that are acquired off-market are typically more attractive to us as a purchaser because of the absence of a formal marketing process, which could lead to higher prices or other unattractive terms. If we cannot obtain off-market deal flow in the future, our ability to locate and acquire facilities at attractive prices could be adversely affected. We expect to compete with many other entities engaged in real estate investment activities for acquisitions of health care properties, including national, regional, and local operators, acquirers and developers of health care-related real estate properties, and other investors such as private equity firms, some of whom may have greater financial resources and lower costs of capital than we do. The competition for health care-related real estate properties has increased the price that we must pay for health care properties or other assets that we seek to acquire, and our competitors may succeed in acquiring those properties or assets themselves. In addition, our potential acquisition targets may find our competitors to be more attractive because they may have greater resources, may be willing to pay more for the properties, or may have a more compatible operating philosophy. In particular, larger REITs that target health care properties may enjoy significant competitive advantages that result from, among other things, a lower cost of capital, enhanced operating efficiencies, more personnel and market penetration, and familiarity with markets. In addition, the number of entities and the amount of funds competing for suitable investment properties may increase. Increased competition has increased demand for these assets and therefore increases prices paid for them. Those higher prices for health care properties or other assets may adversely affect our returns from our investments.

We have and may in the future make investments in development projects, which may not yield anticipated returns which could directly affect our operating results and reduce the amount of funds available for distributions.

A component of our growth strategy is exploring development opportunities, some of which may arise through strategic joint ventures. In deciding whether to make an investment in a particular development, we make certain assumptions regarding the expected future performance of that property. To the extent that we consummate development opportunities, our investment in these projects will be subject to the following risks:

•we may not be able to obtain financing for development projects on favorable terms or at all;

•we may not complete development projects on schedule or within budgeted amounts;

•we may encounter delays in obtaining or fail to obtain all necessary zoning, land use, building, occupancy, environmental and other governmental permits and authorizations, or underestimate the costs necessary to develop the property to market standards;

•development or construction delays may provide tenants the right to terminate preconstruction leases or cause us to incur additional costs;

•volatility in the price of construction materials or labor may increase our development costs;

•hospitals or health systems may maintain significant decision-making authority with respect to the development schedule;

•we may incorrectly forecast risks associated with development in new geographic regions;

•tenants may not lease space at the quantity or rental rate levels projected;

•demand for our development project may decrease prior to completion, including due to competition from other developments; and

•lease rates and rents at newly developed properties may fluctuate based on factors beyond our control, including market and economic conditions.

If our investments in development projects do not yield anticipated returns for any reason, including those set forth above, our business, financial condition, and results of operations, our ability to make distributions to our shareholders and the trading price of our common shares may be adversely affected.

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Some of our existing properties are, and properties we acquire in the future may be, subject to ground leases with fixed lease terms, use restrictions, rights reserved by ground lessors, and restrictions on doing business with competitors.

Ninety-seven of our consolidated properties, representing approximately ~~51.1%~~51.3% of our total leasable square feet and ~~50.3%~~51.0% of our annualized revenue based on rental payments as of December 31, ~~2021,~~2022, are subject to ground leases that contain certain fixed lease terms and use restrictions and rights reserved by ground lessors. As a lessee under a ground lease, we are exposed to the possibility of losing the property upon expiration of the initial term, and any extension terms of the ground lease, or upon the earlier termination of the ground lease due to our breach of the ground lease. Our ground leases typically include restrictions on our ability to lease space to competitors and to other tenants who are not affiliated with, or on the staff of, the hospital or health system that owns the land underlying the MOB and limits the types of medical procedures that our tenants may perform in the MOB. Our ground leases also include rights reserved by the hospitals or health systems that own the underlying land, like purchase rights and rights of first offer and first refusal with respect to sales of the property. Our ground leases also restrict us from selling the property to competitors, usually within certain geographic limitations.

If we are required to accept lower rental rates than anticipated or if we are required to undertake significant capital expenditures to procure new tenants, then our business and results of operations may suffer.

Our growth could be impeded if we are required to lease or re-lease space in our MOBs at lower than expected rental rates, including annual rent escalators. We may not be able to lease or re-lease space on terms that are favorable to us or at all. Further, we may be required to undertake significant capital expenditures to renovate or reconfigure space to attract new tenants. If we are unable to promptly lease or re-lease space in our MOBs, if the rates upon such leasing or re-leasing are significantly lower than expected, or if we are required to undertake significant capital expenditures in connection with leasing or re-leasing the space in our MOBs, our business, financial condition and results of operations, our ability to make distributions to our shareholders, and the market price of our common shares may be adversely affected.

Uninsured losses or losses in excess of our insurance coverage could adversely affect our financial condition and our cash flows.

We maintain, and we require our tenants, property managers, and vendors to maintain when appropriate, desirable, or necessary, comprehensive liability property (including fire, flood, earthquake, wind as deemed necessary or as required by our lenders), extended coverage, builders risk, pollution, and business interruption and rental loss insurance with respect to our properties. Certain types of losses, however, may be either uninsurable or not economically insurable, such as losses due to pandemics and other communicable diseases, riots, acts of war, or terrorism. Should an uninsured loss occur, we could lose both our investment in and anticipated profits and cash flows from a health care-related facility. If any such loss is insured, we may be required to pay a significant deductible on any claim for recovery of such a loss prior to our insurer being obligated to reimburse us for the loss, or the amount of the loss may exceed our coverage for the loss. In addition, future lenders may require such insurance, and our failure to obtain such insurance could constitute a default under loan agreements. We may determine not to insure some or all of our properties at levels considered customary in our industry, which would expose us to an increased risk of loss. As a result, our business, financial condition, and results of operations, our ability to make distributions to our shareholders, and the market price of our common shares may be adversely affected.

Environmental compliance costs and liabilities associated with owning, leasing, developing, and operating our properties may affect our results of operations.

Under various U.S. federal, state, and local laws, ordinances, and regulations, current and prior owners and tenants of real estate may be jointly and severally liable for the costs of investigating, remediating, and monitoring certain hazardous substances or other regulated materials on or in such property. In addition to these costs, the past or present owner or tenant of a property from which a release emanates could be liable for any personal injury or property damage that results from such releases, including for the unauthorized release of asbestos-containing materials and other hazardous substances into the air, as well as any damages to natural resources or the environment that arise from such releases. These environmental laws often impose such liability without regard to whether the current or prior owner or tenant knew of, or was responsible for, the presence or release of such substances or materials. Moreover, the release of hazardous substances or materials, or the failure to properly remediate such substances or materials, may adversely affect the owner’s or tenant’s ability to lease, sell, develop, or rent such property or to borrow by using such property as collateral. Persons who transport or arrange for the disposal or treatment of hazardous substances or other regulated materials may be liable for the costs of removal or remediation of such substances at a disposal or treatment facility, regardless of whether or not such facility is owned or operated by such person.

Certain environmental laws impose compliance obligations on owners and tenants of real property with respect to the management of hazardous substances and other regulated materials. For example, environmental laws govern the management

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and removal of asbestos-containing materials and lead-based paint. In addition, compliance with new laws or regulations or stricter interpretation of existing laws may require us to incur significant expenditures. For example, proposed legislation to address climate change could result in increased capital expenditures to improve the energy efficiency and resiliency of our existing properties. Failure to comply with these laws can result in penalties or other sanctions. If we incur substantial costs to comply with these environmental laws or we are held liable under these laws, our business, financial condition, and results of operations, our ability to make distributions to our shareholders, and the market price of our common shares may be adversely affected.

We may be unable to make distributions which could result in a decrease in the market price of our common shares.

Substantially all of our assets are held through the Operating Partnership, which holds substantially all of its properties and assets through subsidiaries. Our Operating Partnership’s cash flow is dependent upon cash distributions to it by its subsidiaries, and in turn, substantially all of the Trust’s cash flow is dependent upon cash distributions to it by the Operating Partnership. The creditors of each of our direct and indirect subsidiaries are entitled to payment of that subsidiary’s obligation to them, as and when due and payable, before distributions may be made by that subsidiary to its equity holders. Therefore, our Operating Partnership’s ability to make distributions to holders of OP Units, including the Trust, depends on its subsidiaries’ ability first to satisfy their obligations to their creditors and then to make distributions to the Operating Partnership. Finally, the Trust’s ability to pay dividends to holders of common shares depends upon our Operating Partnership’s ability to first satisfy its obligations to its creditors and then to make distributions to the Trust.

While we expect to make regular quarterly distributions to the holders of our common shares, if sufficient cash is not available for distribution from our operations, we may have to fund distributions from working capital, borrow to provide funds for such distributions, or reduce the amount of such distributions. To the extent we borrow to fund distributions, our future interest costs would increase, thereby reducing our earnings and cash available for distributions from what they otherwise would have been. If cash available for distribution generated by our assets is less than expected, or if such cash available for distribution decreases in future periods from expected levels, our inability to make distributions could result in a decrease in the market price of our common shares. All distributions are made at the discretion of our Board of Trustees. Any inability to make distributions, or to make distributions at expected levels in the future, could result in a decrease in the market price of our common shares.

~~Cybersecurity incidents could disrupt our business and result in the compromise of confidential information.~~

Our business is at risk from and may be impacted by cybersecurity attacks, or other significant disruptions to the Company’s information technology systems involving us, our MOBs, our tenants, or any third party property managers, including attempts to gain unauthorized access to our confidential data, and other electronic security breaches, including those resulting from human error or technology failures. Cybersecurity incidents and cyber-attacks have been occurring globally at a more frequent and severe level and will likely continue to increase in frequency in the future. These cybersecurity risks may be heightened as a result of our tenants increased use of telehealth services. Such cyber attacks can range from individual attempts to gain unauthorized access to our information technology systems to more sophisticated security threats. In the past, we have experienced cybersecurity breaches, which to date have not had a material impact on our operations, but there can be no assurance that any future breach or disruption will not have a material adverse effect on our business, financial condition or operations. While we employ a number of measures to prevent, detect and mitigate these threats, there is no guarantee such efforts will be successful in preventing a cyber attack. Even well-protected information technology systems remain vulnerable, as techniques used in such attempted attacks continually evolve and in some cases are designed not to be detected and may not be detected. Accordingly, we may be unable to anticipate these techniques or to implement adequate security barriers or other preventative measures, and thus it is impossible for us to entirely mitigate this risk.

In addition, we rely on third party property managers to manage certain of our properties and real estate assets. We face risks associated with cybersecurity attacks or breaches affecting such third party property managers. A cybersecurity attack or a security breach at any such third party could be perceived as a cybersecurity attack or a breach of our system. Cybersecurity incidents or other disruptions could disrupt our business, compromise confidential information of ours and third parties, including our tenants, damage our reputation, subject us to liability claims or regulatory penalties and could have an adverse effect on our business, financial condition, and results of operations.

A failure to meet market expectations with respect to our business could negatively affect the market price of our common shares and thereby limit our ability to raise capital.

The availability of equity capital to us will depend, in part, upon the market price of our common shares which, in turn, will depend upon various market conditions and other factors that may change from time to time. Our failure to meet the

market’s expectation with regard to future earnings, acquisitions, and investment activity or the capitalization rates or expected return on investments, and amount of any cash distributions may adversely affect the market price of our common shares and, as a result, the cost and availability of equity capital to us.

In addition, the vesting of any restricted shares granted to trustees, executive officers, and other employees under our 2013 Equity Incentive Plan, the issuance of our common shares or OP Units in connection with future property, portfolio or business acquisitions, and other issuances of our common shares, including pursuant to our ATM programs, may cause dilution to our shareholders and could have an adverse effect on the per share market price of our common shares and may adversely affect the terms upon which we may be able to obtain additional capital through the sale of equity securities.

Increases in interest rates may increase our interest expense and adversely affect our cash flows, our ability to service our indebtedness and our ability to make distributions to our shareholders, and could cause our stock price to decline. Failure to hedge effectively against interest rate changes may adversely affect our results of operations.

One of the factors that influences the market price of our common shares is the dividend yield on common shares (as a percentage of the price of our common shares) relative to market interest rates. In response to the global financial crisis, the U.S. Federal Reserve took actions which resulted in low interest rates prevailing in the marketplace for a historically long period of time. From 2015 to 2018, the U.S. Federal Reserve raised its benchmark interest rate. While the U.S. Federal Reserve decreased its benchmark interest rate in 2019 and again in 2020 in response to the impacts of the COVID-19 pandemic, they may increase the benchmark interest rate in 2022. Further increases in market interest rates may lead prospective purchasers of our common shares to expect a higher dividend yield (with a resulting decline in the market price of our common shares) and higher interest rates would likely increase our borrowing costs for both our existing and future indebtedness and potentially decrease funds available for distribution. Thus, higher market interest rates could cause the market price of our common shares to decrease.

Additionally, as of December 31, 2021, we had approximately $379.6 million of variable-rate indebtedness outstanding that has not been swapped for a fixed interest rate. Certain indebtedness in the future, including borrowings under our unsecured revolving credit facility since December 31, 2021 and thereafter, will be subject to variable interest rates. Increases in interest rates on any variable rate indebtedness will increase our interest expense, which could adversely affect our cash flow and our ability to pay distributions to our shareholders.

In certain cases, we may seek to manage our exposure to interest rate volatility by using interest rate hedging arrangements. Hedging involves risks, such as the risk that the counterparty may fail to honor its obligations under an arrangement, that the arrangements may not be effective in reducing our exposure to interest rate changes, that these arrangements may result in higher interest rates than we would otherwise have, and that a court could rule that such an agreement is not legally enforceable. In addition, we may be limited in the type and amount of hedging transactions that we may use in the future by our need to satisfy the REIT income tests under the Code. Failure to hedge effectively against interest rate changes may have an adverse effect on our business, financial condition, results of operations, our ability to make distributions to our shareholders, and the market price of our common shares.

The income from certain of our properties is dependent on the ability of third party property managers to successfully manage those properties.

We depend upon the performance of third party property managers to effectively manage certain of our properties and real estate assets. Approximately ~~41.9%~~40.6% of our total portfolio gross leasable area is managed by third party property managers. We do not control third party property managers, and are accordingly subject to various risks generally associated with outsourcing of management of day-to-day activities. The income we recognize from any properties managed by third party property managers is dependent on the ability of the property manager of such property to successfully manage the property, which such property management is not within our control. Property managers generally compete with other companies in the management of properties, with respect to the quality of care provided, reputation, physical appearance of the property, and price and location, among other attributes. A property manager’s inability to successfully compete with other companies on one or more of the foregoing aspects could adversely impact our business and results of operations. Additionally, because we do not control third party property managers, any adverse events such as issues related to insufficient internal controls, cybersecurity incidents, or other adverse events may impact the income we recognize from properties managed by such third party property

managers. We may be unable to anticipate such events or properly assess the magnitude of any such events because we do not control third party property managers who provide property management services to us.

Our business and operations have and may continue to be adversely affected by the COVID-19 pandemic, and may be adversely affected by other outbreaks of pandemic disease.

The COVID-19 pandemic and the measures taken to address the effects of the pandemic, have had immaterial adverse effects on our business, results of operations, and financial condition. Any other global outbreaks of pandemic disease could have a material adverse effect on our business, results of operations, and financial condition. The extent of the impact of the COVID-19 pandemic on the Company’s business, financial condition, and results of operations, including liquidity, capital, and financing resources will depend on numerous evolving conditions that the Company cannot predict.

Adverse economic conditions resulting from the COVID-19 pandemic, especially any downturns in the geographic areas in which we operate, and particularly in Texas and Georgia, or any downturn in the health care industry as a whole, may lower our occupancy levels. In certain cases, we restructured a tenant’s long-term rent obligations and may not be able to do so on terms that are as favorable to us as those currently in place.

Certain of our employees work remotely, while many others are on hybrid schedules spending a percentage of each week in the office and the remainder working from home. The effects of periods of remote work arrangements could create increased vulnerability to cybersecurity breaches or incidents involving us or our third party managers, which could disrupt our business, compromise our confidential information and confidential information of our tenants and other third parties, damage our reputation, and subject us to liability claims or regulatory penalties, any and all of which could have an adverse effect on our business, financial condition, and results of operations.

The extent to which the COVID-19 pandemic impacts, and may continue to impact, our operations and those of our tenants will depend on future developments, which are highly uncertain and cannot be predicted, including the scope, severity, and duration of the pandemic including whether there are additional waves, other additional periods of increased COVID-19 cases, or the emergence of other new or more contagious variants that may render vaccines ineffective or less effective. As well as the availability and effectiveness of vaccines or an effective treatment, the willingness of individuals to receive a vaccine or otherwise comply with various mandates, and the direct and indirect economic effects of the pandemic and containment measures, among others. If we are unable to respond and manage the impact of these events, our business, financial condition, and results of operations including liquidity, capital, and financing resources may continue to be adversely affected.

Risks Related to the Health Care Industry

The health care industry is heavily regulated, and new laws or regulations, changes to existing laws and regulations, health policies, reimbursement levels from third-party payors, loss of licensure, or failure to obtain licensure could adversely impact our company and result in the inability of our tenants to make rent payments to us.

The health care industry is heavily regulated by U.S. federal, state, and local governmental authorities. Our tenants generally are subject to laws and regulations covering, among other things, licensure, certification for participation in government programs, billing for services, privacy and security of health information, and relationships with physicians and other referral sources. In addition, new laws and regulations, changes in existing laws and regulations or changes in the interpretation of such laws or regulations could negatively affect our financial condition and the financial condition of our tenants. These changes, in some cases, could apply retroactively. The enactment, timing, or effect of legislative or regulatory changes cannot be predicted.

The Affordable Care Act, along with other U.S. health care reform efforts, has resulted in significant health care reform since it was signed into law in 2010, including by changing how health care services are covered, delivered, and reimbursed through expanded coverage of uninsured individuals and reduced Medicare program spending. The complexities and ramifications of the Affordable Care Act are significant and were implemented in a phased approach which began in 2010. It remains difficult to predict the full effects of the Affordable Care Act and its impact on our business, our revenues, and financial condition and those of our tenants due to the law’s complexity, lack of implementing regulations or interpretive guidance, gradual implementation, partial repeal, and possible full repeal. Further, we are unable to foresee how individuals and businesses will respond to the choices afforded them by the Affordable Care Act, or the effect of any potential changes made to the Affordable Care Act or other health care laws and programs. The Affordable Care Act could adversely affect the reimbursement rates received by our tenants, the financial success of our tenants and strategic partners, and consequently us.

On January 20, 2017, ~~President~~then-President Trump issued an Executive Order stating that it is the administration’s official policy to repeal the Affordable Care Act and instructing the Secretary of ~~Health and Human Services~~HHS and the heads of all other executive departments and agencies with authority and responsibility under the Affordable Care Act to, among other matters, minimize the economic and regulatory impacts of the Affordable Care Act to the extent permitted by law. On December 22, 2017, the Tax Act was signed into law. The Tax Act, amongst other things, repeals the Affordable Care Act’s individual mandate penalty beginning in 2019. The elimination of the penalties does not remove the requirement to obtain health care coverage; however, without penalties there effectively will be no enforcement. On December 14, 2018, a federal district court in Texas ruled that the Affordable Care Act’s individual mandate was unconstitutional. President Biden formally revoked President Trump’s Executive Order regarding the Affordable Care Act on January 28, 2021. The United States Supreme Court heard the Texas case following a series of appeals, and dismissed the case and upheld the Affordable Care Act in June 2021.

Despite action by the current administration and the Supreme Court’s decision to uphold the Affordable Care Act we cannot predict how the Affordable Care Act may be amended or modified, either through the legislative or judicial process, and how any such modification might impact our tenants’ operations or the net effect of this law on us. Both our tenants and we may be materially adversely affected by the law or its repeal, amendment, or replacement, and if the operations, cash flows, or financial condition of our operators and tenants are materially adversely impacted by any repeal or modification of the law, our revenue and operations may be materially adversely affected as well.

Additionally, certain of our operators and tenants will be subject to the ~~new~~ requirements of the NSA, and at risk for civil monetary penalties for violations of its requirements. This could adversely affect their ability to pay us rent and accordingly, could have a material adverse effect on our financial condition and results of operations. Enforcement of the new IB Regulations could create additional risk of nonpayment given increased costs and the potential for penalties associated with such requirements, though the magnitude of such risk is still uncertain pending further guidance on enforcement from the government.

These quickly evolving (and at time conflicting) laws, regulations or other requirements and court decisions will likely create legal and operational challenges for health care providers, including our tenants that are hospitals, surgery centers, and certain physicians practices, and may exacerbate existing challenges around staffing, leading to increased costs for temporary or contract labor and potential business disruptions, any of which may adversely affect our tenant’s ability to pay us rent.

Changes to health care laws and regulations, including to government reimbursement programs such as Medicare and reimbursement rates applicable to our current and future tenants, could have a material adverse effect on the financial condition of our tenants and, consequently, their ability to meet obligations to us.

Statutory, regulatory, and reimbursement policy changes and judicial decisions may impact one or more specific providers that lease space in any of our facilities. The laws and regulations applicable to the health care industry are subject to frequent and substantial changes that may have a dramatic effect on the permissible or impermissible activities, costs of doing business, availability, and amount of reimbursement by both government and other third-party payors, and the costs of complying with such laws and regulations. Such changes could adversely affect the ability of our tenants to make rent payments to us, which may have an adverse effect on our business, operations, and financial condition. This may in turn have an adverse effect on our ability to make distributions to our shareholders and the market price of our common shares.

For example, our tenants are generally subject to laws and regulations covering, among other things, laws protecting consumers against deceptive practices, laws relating to the operation of properties and businesses, such as fire, health and safety, data security and privacy laws, laws affecting hospitals, clinics, and other health care providers that participate in Medicare and/or Medicaid that specify reimbursement rates, pricing, reimbursement procedures, payment policies, HOPD eligibility, quality of services and care, background checks, anti-kickback and physician referral laws, EKRA, the Americans with Disabilities Act of 1990 (“ADA”) and similar state and local laws, regulations established by the ~~Occupational Safety and Health Administration (“OSHA”),~~OSHA, requirements and regulations established by CMS, and other legislation such as the CARES Act and the CAA.

These laws, policies and regulations and any amendments or newly established laws or regulations may have an adverse financial impact on the net operating revenues and profitability of many of our tenants, including MOBs and other physician offices. This could adversely affect their ability to pay us rent and accordingly, could have a material adverse effect on our financial condition and results of operations.

Many states also regulate the establishment and construction of health care facilities and services, and the expansion of existing health care facilities and services through ~~certificate of need, or~~ CON laws, which may include regulation of certain types of beds, medical equipment, and capital expenditures. Under such laws, the applicable state regulatory body must determine a need exists for a project before the project can be undertaken. If any of our tenants seeks to undertake a CON-regulated project, but are not

authorized by the applicable regulatory body to proceed with the project, or encounter delays in approvals due to the ongoing COVID-19 pandemic, these tenants could be prevented or delayed from operating in their intended manner and could be materially adversely affected.

The application of lower reimbursement rates to our tenants or failure to qualify for existing rates under certain exceptions, the failure to comply with these laws and regulations, or the failure to secure CON approval to undertake a desired project could adversely affect our tenants’ ability to make rent payments to us which may have an adverse effect on our business, financial condition, and results of operations, our ability to make distributions to our shareholders, and the market price of our common shares.

Adverse trends in health care provider operations may negatively affect our lease revenues and our ability to make distributions to our shareholders.

The health care industry is currently experiencing, among other things:

•changes in the demand for and methods of delivering health care services, such as telehealth services;

•changes in third party reimbursement methods and policies;

•consolidation and pressure to integrate within the health care industry through acquisitions, joint ventures, and managed service organizations;

•increased scrutiny of billing, pricing, referral, and other practices by U.S. federal and state authorities;

•competition among health care providers;

•staffing and supply chain ~~challenges~~shortages and increased costs resulting from the COVID-19 pandemic; and

•increased scrutiny of control over release of confidential patient medical information.

These factors may adversely affect the economic performance of some or all of our tenants and, in turn, our lease revenues, which may have a material adverse effect on our business, financial condition, and results of operations, our ability to make distributions to our shareholders, and the market price of our common shares.

Reductions in reimbursement from third party payors, including Medicare and Medicaid, could adversely affect the profitability of our tenants and hinder their ability to make rent payments to us or renew their leases.

Sources of revenue for our tenants typically include private insurance payors, the U.S. federal Medicare program, state Medicaid programs, MCOs, HMOs, and ACOs. Health care providers continue to face government and private payor pressure to control or reduce health care costs and significant reductions in health care reimbursement, including changes to payment methodologies under the Affordable Care Act and other federal or state health care legislation. In some cases, private insurers rely upon all or portions of the Medicare payment systems to determine payment rates which may result in decreased reimbursement from private insurers.

The slowdown in the United States economy has negatively affected state budgets, thereby putting pressure on states to decrease spending on state programs including Medicaid. The need to control Medicaid expenditures may be exacerbated by the potential for increased enrollment in state Medicaid programs due to unemployment and declines in family incomes. Historically, states have often attempted to reduce Medicaid spending by limiting benefits and tightening Medicaid eligibility requirements. Many states have adopted, or are considering the adoption of, legislation designed to enroll Medicaid recipients in managed care programs and/or impose additional taxes on hospitals to help finance or expand the states’ Medicaid systems. On September 15, 2020, CMS advised states on implementing value-based care (“VBC”) programs, with a particular emphasis on Medicaid. VBC programs hold providers financially accountable for providing quality care, reducing health disparities, eliminating unnecessary procedures, and lowering costs. Potential reductions to Medicaid program spending in response to state budgetary pressures could negatively impact the ability of our tenants to successfully operate their businesses.

Efforts by payors to reduce health care costs will likely continue which may result in reductions or slower growth in reimbursement for certain services provided by some of our tenants. A reduction in reimbursements to our tenants from third party payors for any reason could adversely affect our tenants’ ability to make rent payments to us which may have a material adverse effect on our businesses, financial condition and results of operations, our ability to make distributions to our shareholders, and the market price of our common shares.

Our tenants and our company are subject to fraud and abuse laws, the violation of which by a tenant may jeopardize the tenant’s ability to make rent payments to us.

There are various federal and state laws prohibiting fraudulent and abusive business practices by health care providers who participate in, receive payments from, or are in a position to make referrals in connection with government-sponsored health care programs, including the Medicare and Medicaid programs. Our lease arrangements with certain tenants may also be subject to these fraud and abuse laws.

Violations of these laws may result in criminal and/or significant civil penalties that range from punitive sanctions, damage assessments, penalties, imprisonment, denial of Medicare and Medicaid payments, and/or exclusion from the Medicare and Medicaid programs. In addition, the Affordable Care Act clarifies that the submission of claims for items or services generated in violation of the Anti-Kickback Statute constitutes a false or fraudulent claim under the False Claims Act. Further, the government has taken the position, and some courts have held, that violations of these and other laws, such as the Stark Law, can also be a violation of the False Claims Act. We expect government enforcement of federal fraud and abuse laws to continue.

Imposition of any of these penalties upon one of our tenants or strategic partners could jeopardize that tenant’s ability to operate or to make rent payments or affect the level of occupancy in our health care properties, which may have a material adverse effect on our business, financial condition, and results of operations, our ability to make distributions to our shareholders, and the market price of our common shares. Further, we enter into leases and other financial relationships with health care delivery systems that are subject to or impacted by these laws. We also have other investors who are health care providers in certain of our subsidiaries that own our health care properties. If any of our relationships, including those related to the other investors in our subsidiaries, are found not to comply with these laws, we and our health care provider investors may be subject to significant civil and/or criminal penalties.

Our health care-related tenants may be subject to significant legal actions that could subject them to increased operating costs and substantial uninsured liabilities, which may affect their ability to pay their rent payments to us, and we could be subject to health care industry violations.

As is typical in the health care industry, our tenants may become subject to claims that their services have resulted in patient injury or other adverse effects. Many of these tenants may have experienced an increasing trend in the frequency and

severity of professional liability and general liability insurance claims and litigation asserted against them. The insurance coverage maintained by these tenants may not cover all claims made against them nor continue to be available at a reasonable cost, if at all. In some states, insurance coverage for the risk of punitive damages arising from professional liability and general liability claims and/or litigation may not, in certain cases, be available to these tenants due to state law prohibitions or limitations of availability. As a result, these types of tenants of our health care properties and health care-related facilities operating in these states may be liable for punitive damage awards that are either not covered or are in excess of their insurance policy limits.

We also believe that there has been, and will continue to be, an increase in governmental investigations of certain health care providers, particularly in the area of Medicare/Medicaid false claims, as well as an increase in enforcement actions resulting from these investigations. Insurance is generally not available to cover such losses. Any adverse determination in a legal proceeding or governmental investigation, any settlements of such proceedings, or investigations in excess of insurance coverage, whether currently asserted or arising in the future, could have a material adverse effect on a tenant’s financial condition. If a tenant is unable to obtain or maintain insurance coverage, if judgments are obtained or settlements reached in excess of the insurance coverage, if a tenant is required to pay uninsured punitive damages, or if a tenant is subject to an uninsurable government enforcement action or investigation, the tenant could be exposed to substantial additional liabilities, which may affect the tenant’s ability to pay rent, which in turn could have a material adverse effect on our business, financial condition, and results of operations, our ability to pay distributions to our shareholders, and the market price of our common shares. We could also be subject to costly government investigations or other enforcement actions which could have a material adverse effect on our business, financial condition, and results of operations, our ability to pay distributions to our shareholders, and the market price of our common shares.

~~The Health Insurance Portability and Accountability Act, commonly referred to as~~ HIPAA was established to set national standards for the confidentiality, security, and transmission of personal health information (“PHI”). Health care providers are required, under HIPAA and its implementing regulations, to protect and keep confidential any PHI. HIPAA also sets limits and conditions on use and disclosure of PHI without patient authorization. The law gives patients specific rights to their health information, including rights to obtain a copy of or request corrections to their medical records. The physician or the medical practice can be liable if there are improper disclosures of PHI, including from

employee mishandling of PHI, medical records security breaches, lost or stolen electronic devices, hacking, social media breaches or failure to get patient authorizations. Violations could result in multi-million dollar penalties. Actual or potential violations of HIPAA could subject our tenants to government investigations, litigation or other enforcement actions which could adversely affect our tenants’ ability to pay rent and could have a material adverse effect on our business, financial condition, and results of operations, our ability to pay distributions to our shareholders, and the market price of our common shares.

The COVID-19 pandemic is affecting operations and financial condition of tenants and operators and future results of operations could continue to be negatively impacted and, consequently, their ability to meet obligations to us.

Increased demands for care put strain on resources and staff, which may require tenants and operators to utilize higher-cost temporary labor and to pay premiums above standard compensation for essential workers. Even with appropriate protective measures, exposure to COVID-19 increases the risk that physicians, nurses and other workers contract the virus, which could result in workforce disruptions and impact tenants’ ability to treat patients who seek care. Tenants and operators may be subject to lawsuits from patients, employees and others exposed to COVID-19 and/or related to vaccine requirements.

The COVID-19 pandemic or disruptions to manufacturing or supply chain operations could further impact the cost of medical supplies, and supply shortages and delays may impact tenants’ and operators’ ability to treat patients. The pandemic has placed additional stress on information technology systems, and the risk of cybersecurity threats or other disruption to these systems is elevated in the current environment. Broad economic factors resulting from the COVID-19 pandemic, including increased unemployment rates and reduced consumer spending, may impact service volumes and revenues. Business closings and layoffs may lead to increases in the uninsured and underinsured populations and adversely affect demand for services, as well as the ability of patients to pay for services.

The CARES Act and related legislative and regulatory actions have provided relief measures intended to mitigate some of the economic disruption caused by the COVID-19 pandemic; however, interpretations of and regulations relating to these laws are subject to change in ways that may adversely affect tenants’ receipt of funding or eligibility to participate. ~~federal,~~Federal, state, and local governments may consider additional stimulus and relief efforts, but we are unable to predict whether any such measures will be enacted or their impact on tenants’ operations. There can be no assurance that the amounts or benefits received under current or future relief measures related to the COVID-19 pandemic will be sufficient to offset negative impacts on the tenants or operators arising from the COVID-19 pandemic.

Trends in the methods of delivering health care services could reduce demand for medical office space.

The health care industry is experiencing, among other things, changes in the demand for and methods of delivering health care services such as telehealth, and telehealth services have also expanded rapidly in response to the COVID-19 pandemic and the need for social distancing. During the COVID-19 pandemic, both government and other third-party payors have incentivized physicians, providers, and patients to utilize technology for medical encounters by paying and reimbursing for such encounters as if they were in-office encounters, and CMS has made several changes in the manner in which Medicare will pay for telehealth visits. It is unclear whether these incentives and other changes will remain in place permanently or will be rolled-back following the COVID-19 pandemic, although the Company expects that the availability and popularity of patients using telehealth services will continue to increase from pre-COVID levels over time. While the revenues and efficiencies of telehealth services may increase the service offerings of our tenants, a long-term increase in telehealth services could reduce demand for medical office space, which could increase non-renewal of leases by our tenants and adversely impact our ability to maintain current rental and occupancy rates and could adversely affect our revenues, financial condition, and results of operations.

Risks Related to the Real Estate Industry

Our operating performance is subject to risks associated with the real estate industry.

Real estate investments are subject to various risks and fluctuations and cycles in value and demand, many of which are beyond our control. Certain events may decrease cash available for distributions as well as the value of our properties. These events include, but are not limited to:

•vacancies or our inability to rent space on favorable terms, including possible market pressures to offer tenants rent abatements, tenant improvements, early termination rights, or tenant-favorable renewal options;

•inability to collect rent from tenants;

•competition from other real estate investors with significant capital, including other real estate operating companies, REITs, and institutional private equity or other investment funds;

•reductions in the level of demand for health care properties and changes in the demand for certain health care-related properties;

•increases in the supply of medical office space;

•increases in expenses associated with our real estate operations, including, but not limited to, insurance costs, third party management fees, energy prices, real estate assessments, and other taxes and costs of compliance with laws, regulations and governmental policies, and restrictions on our ability to pass such expenses on to our tenants; and

•changes in, and changes in interpretation or enforcement of, laws, regulations, and governmental policies associated with real estate, including, without limitation, health, safety, environmental, real estate and zoning and tax laws, increases in real property tax rates and taxation of REITs, governmental fiscal policies, and the ADA.

In addition, periods of economic slowdown or recession, such as the recent U.S. economic downturn, rising interest rates or declining demand for real estate, or the public perception that any of these events may occur, could result in a general decline in rents or an increased incidence of defaults under existing leases. If we cannot operate our properties to meet our financial expectations, our business, financial condition, results of operations, cash flow, per share market price of our common shares, and ability to satisfy our debt service obligations and to make distributions to our shareholders could be adversely affected.

Illiquidity of real estate investments could significantly impede our ability to respond to adverse changes in the performance of any of our properties.

Because real estate investments are relatively illiquid, our ability to promptly sell one or more of our properties in response to changing economic, financial, and investment conditions is limited. The real estate market is affected by many factors, such as general economic conditions, availability of financing, interest rates, and other factors, including supply and demand, that are beyond our control. We cannot predict whether we will be able to sell any of our properties for the price or on the terms set by us or whether any price or other terms offered by a prospective purchaser would be acceptable to us or at all. We also cannot predict the length of time needed to find a willing purchaser and to close the sale of any of our properties. We may be required to expend funds to correct defects or to make improvements before a property can be sold. We cannot assure that we will have funds available to correct those defects or to make those improvements.

In acquiring a property, we may agree to transfer restrictions that materially restrict us from selling that property for a period of time or impose other restrictions, such as a limitation on the amount of debt that can be placed on that property. These

transfer restrictions would impede our ability to sell a property even if we deem it necessary or appropriate. These facts and any others that would impede our ability to respond to adverse changes in the performance of our properties may have an adverse effect on our business, financial condition, results of operations, or ability to make distributions to our shareholders and the market price of our common shares.

Uncertain market conditions could cause us to sell our health care properties at a loss in the future.

We intend to hold our various real estate investments until such time as we determine that a sale or other disposition appears to be advantageous to achieve our investment objectives. Our Executive Leadership and the Trust’s Board of Trustees may exercise their discretion as to whether and when to sell a property, and we will have no obligation to sell our buildings at any particular time. We generally intend to hold our health care properties for an extended period of time, and we cannot predict with any certainty the various market conditions affecting real estate investments that will exist at any particular time in the future. Because of the uncertainty of market conditions that may affect the future disposition of our health care properties, we may not be able to sell our properties at a profit in the future or at all. In addition, if we are unable to access the capital markets for financing in the future, we may need to sell some of our properties to raise capital. We may incur prepayment penalties in the event that we sell a property subject to a mortgage earlier than we otherwise had planned. Additionally, we could be forced to sell health care properties at inopportune times which could result in us selling the affected property at a substantial loss. Accordingly, the extent to which we will pay cash distributions and realize potential appreciation on our real estate investments will, among other things, be dependent upon fluctuating market conditions. Any inability to sell a health care property could adversely impact our ability to make debt payments and distributions to our shareholders.

We face risks associated with the potential impacts of severe weather events and climate change.

~~The impacts of~~Severe weather events and climate change ~~on our operations~~ are highly uncertain and could have material adverse effects on our properties, operations, and business. To the extent that severe weather events, such as hurricanes, floods, tornadoes, earthquakes, blizzards, and extreme cold, or significant changes in climate occur in the geographic locations where our

properties are located or cause damage to any of the properties, we may experience revenue loss, cost increase, construction delays, tenant disruption or displacement of their operations, and decreased demand for properties located in such geographic areas or affected by such changes. Climate change and severe weather may also have indirect effects on our business by increasing the cost of, or decreasing the availability of, property insurance on terms we find acceptable, by increasing the cost of energy, maintenance, repair of water and/or wind damage, and snow removal at our properties. In addition, changes in federal and state laws and regulations intended to reduce the impacts of climate change could result in, among other things, increased capital expenditures to improve energy efficiency at our properties, increased costs of property insurance or render such insurance unavailable on terms acceptable to us, and increased costs of developing properties without corresponding increases in revenue.

Our assets may be subject to impairment charges.

We periodically evaluate our real estate investments and other assets for impairment indicators. The judgment regarding the existence of impairment indicators is based upon factors such as market conditions, tenant performance, and legal structure. For example, the termination of a lease by a major tenant may lead to an impairment charge. If we determine that an impairment has occurred, we would be required to make an adjustment to the net carrying value of the asset, which could have an adverse effect on our results of operations in the period in which the impairment charge is recorded. We have had tenant defaults that have caused us to record impairment charges in the past, and it is possible we may have tenant defaults in the future, which could lead to impairment charges.

Our investments in, or originations of, mezzanine and term loans will be subject to specific risks relating to the particular property or entity obligated to repay the loan, and our loans will involve greater risks of loss than senior loans secured by income-producing properties.

As of December 31, ~~2021,~~2022, we have 12eight mezzanine loans, ~~two~~five term loans, and one construction loan outstanding, and in the future, we may originate further loans. These investments involve special risks relating to the particular borrower, including its financial condition, liquidity, results of operations, business, and prospects. We may also originate other real estate-related investments which take the form of subordinated loans secured by second mortgages on the underlying property or loans secured by a pledge of the ownership interests of either the entity owning the property or a pledge of the ownership interests of the entity that owns the interest in the entity owning the property or other properties. These types of assets involve a higher degree of risk than long-term senior mortgage lending secured by income producing real property because the loan is in a subordinated position and there may not be sufficient proceeds remaining to repay the loan after foreclosure and sale of the property by the senior lender. In the event of a bankruptcy of the entity providing the pledge of its ownership interests as security, we may not have full recourse to the assets of such entity, or the assets of the entity may not be sufficient to satisfy

such loan. If a borrower defaults on a loan or debt senior to our loan, or in the event of a borrower bankruptcy, such loan will be satisfied only after the senior debt. We may be unable to enforce guaranties of payment and/or performance given as security for some loans. As a result, we may not recover some or all of our initial expenditure. Mezzanine and term loans may partially finance the construction of real estate projects and so involve additional risks inherent in the construction process, such as adherence to budgets and construction schedules. In addition, mezzanine and term loans may have higher loan-to-value ratios than conventional mortgage loans, resulting in less equity in the property and increasing the risk of loss of principal. Significant losses related to our mezzanine and term loans would result in operating losses for us and may limit our ability to make distributions to our shareholders.

Risks Related to Financings

Required payments of principal and interest on borrowings may leave us with insufficient cash to operate our properties or to pay the distributions currently contemplated or necessary to qualify as a REIT and may expose us to the risk of default under our debt obligations.

We historically borrow on our unsecured revolving credit facility to acquire properties. Then, as market conditions dictate, we have issued equity or long-term fixed rate debt to repay borrowings under our unsecured revolving credit facility. We are subject to risks associated with debt financing, including the risk that existing indebtedness may not be refinanced or that the terms of refinancing may not be as favorable as the terms of current indebtedness. The majority of our borrowings were completed under indentures or contractual agreements that limit the amount of indebtedness we may incur. Accordingly, in the event that we are unable to raise additional equity or borrow money because of these limitations, our ability to acquire additional properties may be limited.

As of December 31, ~~2021,~~2022, we had approximately ~~$181.0~~$164.9 million of mortgage debt on individual properties and approximately ~~$274.0~~$193.0 million of borrowings outstanding under our unsecured credit facility. In addition, in January 2016,

August 2016, March 2017, December 2017, and October 2021 we issued and sold $150.0 million, $75.0 million, $400.0 million, $350.0 million, and $500.0 million respectively, aggregate principal amount of senior notes. We expect to incur additional debt in the future. We do not anticipate that our internally generated cash flow will be adequate to repay our existing indebtedness upon maturity, and, therefore, we expect to repay our indebtedness through refinancings and future offerings of equity and debt securities, either of which we may be unable to secure on favorable terms or at all. Our level of debt and the limitations imposed upon us by our debt agreements could have adverse consequences, including the following:

•our cash flow may be insufficient to meet our required principal and interest payments;

•we may be unable to borrow additional funds as needed or on favorable terms, including to make acquisitions;

•we may be unable to refinance our indebtedness at maturity or the refinancing terms may be less favorable than the terms of our original indebtedness;

•because a portion of our debt bears, or is expected to bear, interest at variable rates, an increase in interest rates could materially increase our interest expense;

•we may fail to effectively hedge against interest rate volatility;

•we may be forced to dispose of one or more of our properties, possibly on disadvantageous terms if we are able to do so at all;

•our leverage could place us at a competitive disadvantage compared to our competitors who have less debt;

•we may experience increased vulnerability to economic and industry downturns, reducing our ability to respond to changing business and economic conditions;

•we may default on our obligations and the lenders or mortgagees may foreclose on our properties that secure their loans and receive an assignment of rents and leases;

•we may violate financial covenants contained in our various loan documents which would cause a default on our obligations, giving lenders various remedies, including increased interest rates, foreclosure, and liability for additional expenses;

•we may inadvertently violate non-financial restrictive covenants in our loan documents, such as covenants that require us to maintain the existence of entities, maintain insurance policies and provide financial statements, which would entitle the lenders to accelerate our debt obligations; and

•our default under any of our mortgage loans with cross-default or cross-collateralization provisions could result in default on other indebtedness and result in the foreclosures of other properties.

The realization of any or all of these risks may have an adverse effect on our business, financial condition, and results of operations, our ability to make distributions to our shareholders, and the market price of our common shares.

In addition, in July 2017, the U.K. Financial Conduct Authority announced that it would phase out LIBOR as a benchmark by the end of 2021. While our unsecured credit facility includes provisions for establishing alternative reference rates when LIBOR is no longer available, the consequences of the adoption of any such alternative reference rates cannot be predicted and could have an adverse impact on the amount of interest and commitment fees that we pay under the facility. It is unclear whether new methods of calculating LIBOR will be established after 2021. We are unable to predict the effect of any changes, any alternative reference rates, or any other reforms to LIBOR or any replacement of LIBOR that may be enacted in the United Kingdom or elsewhere. Such changes, reforms, or replacements relating to LIBOR could have a material adverse impact on the market for, or value of, any of our LIBOR-linked loans, derivatives, and other indebtedness or on our financial condition or results of operations.

As of December 31, ~~2021,~~2022, we had approximately ~~$274.0~~$193.0 million of borrowings outstanding under our unsecured credit facility. Since 2016, we have issued an aggregate of $1.5 billion of debt. All of these items are senior to our common shares upon liquidation, and we may in the future make offerings of debt or preferred equity securities which may be senior to our common shares for purposes of dividend distributions or upon liquidation, any of which may materially adversely affect the per share market price of our common shares.

As of December 31, ~~2021,~~2022, there were approximately ~~$274.0~~$193.0 million of borrowings outstanding under our unsecured credit facility. Since 2016, we have issued $1.5 billion of aggregate principal amount of senior notes. In the future, we may attempt to increase our capital resources by making additional offerings of debt or equity securities (or causing the Operating Partnership to issue debt securities), including medium-term notes, senior or subordinated notes, and classes or series of preferred shares. Upon liquidation, holders of our debt securities and lenders with respect to other borrowings will be entitled to receive our available assets prior to distribution to the holders of our common shares. Additionally, any convertible or exchangeable securities that we issue in the future may have rights, preferences, and privileges more favorable than those of our common shares and may result in dilution to owners of our common shares. Holders of our common shares are not entitled to preemptive rights or other protections against dilution. Because our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing, or nature of our future offerings. Thus, our shareholders bear the risk that our future offerings could reduce the per share market price of our common shares and dilute their interest in us.

The derivative instruments that we may use to hedge against interest rate fluctuations may not be successful in mitigating our risks associated with interest rates and could reduce the overall returns on our shareholders’ investment.

We may use derivative instruments to hedge exposure to changes in interest rates on certain of our variable rate loans, but no hedging strategy can protect us completely. We cannot assure our shareholders that our hedging strategy and the derivatives that we use will adequately offset the risk of interest rate volatility or that our hedging of these transactions will not result in losses. Any settlement charges incurred to terminate unused derivative instruments may result in increased interest

expense, which may reduce the overall return on our investments. These instruments may also generate income that may not be treated as qualifying REIT income for purposes of the 75% or 95% REIT income tests.

We rely upon external sources of capital to fund future capital needs, and, if we encounter difficulty in obtaining such capital, we may not be able to make future acquisitions necessary to grow our business or meet maturing obligations.

In order to qualify as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”), we are required, among other things, to distribute each year to our shareholders at least 90% of our taxable income, without regard to the deduction for dividends paid and excluding net capital gain. Because of this distribution requirement, we may not be able to fund all of our future capital needs from cash retained from operations, including capital needed to make investments and to satisfy or refinance maturing obligations. As a result, we expect to rely upon external sources of capital, including debt and equity financing, to fund future capital needs. If we are unable to obtain needed capital on satisfactory terms or at all, we may not be able to make the investments needed to expand our business or to meet our obligations and commitments as they mature. Our access to capital will depend upon a number of factors over which we have little or no control, including general stock and bond market conditions and investor interest, the market’s perception of our current and potential future earnings, analyst reports about us and the REIT industry, cash distributions and the market price of our common shares, and other factors such as governmental regulatory action and changes in REIT tax laws. We may not be in a position to take advantage of attractive investment opportunities for growth if we are unable to access the capital markets on a timely basis on favorable terms. Moreover, additional equity offerings may result in substantial dilution of our shareholders’ interests, and additional debt financing may substantially increase our leverage, either of which could cause the per share price of our common shares to decline.

If we become highly leveraged in the future, the resulting increase in outstanding debt could adversely affect our ability to make debt service payments, to pay our anticipated distributions, to obtain additional financing, and to make the distributions required to qualify as a REIT.

As of December 31, ~~2021,~~2022, our indebtedness represented approximately ~~32%~~30% of our gross assets. If we become more highly leveraged, the resulting increase in outstanding debt could adversely affect our ability to make debt service payments, to pay our anticipated distributions, to obtain additional financing, and to make the distributions required to qualify as a REIT. The occurrence of any of the foregoing risks could adversely affect our business, financial condition, and results of operations, or credit ratings, our ability to make distributions to our shareholders, and the market price of our common shares.

We are subject to covenants in our debt agreements that may restrict or limit our operations and acquisitions and our failure to comply with the covenants in our debt agreements could have a material adverse impact on our business, results of operations, and financial condition.

The terms of the instruments governing our existing indebtedness require us to comply with a number of customary financial and other covenants, such as maintaining certain leverage and coverage ratios and minimum tangible net worth requirements. Our continued ability to incur additional debt and to conduct business in general is subject to our compliance with these covenants, which limit our operational flexibility. Breaches of these covenants could result in defaults under the instruments governing the applicable indebtedness, in addition to any other indebtedness cross-defaulted against such instruments. Any such default could have a material adverse impact on our business, results of operations, and financial condition, or our ability to make distributions to our shareholders.

A downgrade in our credit ratings could materially adversely affect our business and financial condition.

Our credit rating and the credit ratings assigned to our debt securities could change based upon, among other things, our financial condition. These ratings are subject to ongoing evaluation by credit rating agencies, and any rating could be changed or withdrawn by a rating agency in the future if, in its judgment, circumstances warrant such action.

If any of the credit rating agencies that have rated our securities downgrades or lowers its credit rating, or if any credit rating agency indicates that it has placed any such rating on a “watch list” for a possible downgrade or lowering, or otherwise indicates that its outlook for that rating is negative, such action could have a material adverse effect on our costs and availability of funding, which could in turn have a material adverse effect on our financial condition, results of operations, cash flows, the market price of our securities, and our ability to satisfy our debt service obligations, among other obligations.

If securities analysts downgrade our common shares or the health care-related real estate sector, the market price of our common shares could decline.

The market for our common shares depends in part upon the research and reports that industry or financial analysts publish about us and our industry. We have no control over these analysts. Furthermore, if one or more of the analysts who do cover us downgrades our shares or our industry, or the stock of any of our competitors, the price of our common shares could decline. If one or more of these analysts ceases coverage of our company, we could lose attention in the market which in turn could cause the market price of our common shares to decline.

Risks Related to Our Portfolio and Structure

We have no direct operations and rely upon funds received from the Operating Partnership to meet our obligations.

The Trust conducts substantially all of its operations through the Operating Partnership. As of February ~~15, 2022,~~14, 2023, the Trust owned approximately ~~95%~~96% of the OP Units and apart from this ownership interest, the Trust does not have any independent operations. As a result, the Trust relies upon distributions from the Operating Partnership to pay any distributions that the Trust might declare on the Trust’s common shares. We also rely upon distributions from the Operating Partnership to the Trust to meet our obligations, including tax liability on taxable income allocated to the Trust from the Operating Partnership (which might make distributions to the Trust not equal to the tax on such allocated taxable income). Consequently, shareholders’ claims will be structurally subordinated to all existing and future liabilities and obligations (whether or not for borrowed money) of the Operating Partnership and its subsidiaries. Therefore, in the event of bankruptcy, liquidation or reorganization of the Trust, claims of the Trust’s shareholders will be satisfied only after all of the Trust’s and the Operating Partnership’s and its subsidiaries’ liabilities and obligations have been paid in full.

Our business could be harmed if key personnel terminate their employment with us or if we are unsuccessful in integrating new personnel into our operations.

Our success depends, to a significant extent, on the continued services of Mr. Thomas, our President and Chief Executive Officer, the rest of our executive leadership team, and other key employees. We do not maintain key person life insurance on any of our officers. Our ability to continue to acquire and develop health care properties depends upon the significant relationships that our senior management team has developed over many years.

Although the Trust has entered into employment agreements with our management team we cannot provide any assurance that any of them will remain employed by the Trust. Our ability to retain our leadership team, or to attract suitable replacements should any member of the senior management team leave, is dependent on the competitive nature of the employment market. Failure to attract, retain, and motivate highly qualified employees, or failure to develop and implement a viable succession plan, could result in inadequate depth of institutional knowledge, an ineffective culture, or lack of certain skill sets, significantly impacting our future performance and adversely affecting our business. Competition for talented employees is intense, and we cannot guarantee that we will retain our key officers and employees or that we will be able to attract and retain other highly qualified individuals in the future.

Certain provisions of Maryland law, the Trust’s declaration of trust and the partnership agreement of the Operating Partnership contain limits and restrictions on transferability of our outstanding shares of beneficial interest, which may have the effect of delaying, discouraging, or preventing a transaction or change of control of our company.

In order for us to qualify as a REIT, no more than 50% of the value of the Trust’s outstanding shares of beneficial interest may be owned, beneficially or constructively, by five or fewer individuals at any time during the last half of each taxable year. Subject to certain exceptions, the Trust’s declaration of trust prohibits any shareholder from owning beneficially or constructively more than 9.8% in value or number of shares, whichever is more restrictive, of the outstanding shares of any class or series of our shares of beneficial interest, though the Trust has granted, and may in the future grant, a waiver from the ownership limitations. The constructive ownership rules under the Code are complex and may cause the outstanding shares owned by a group of related individuals or entities to be deemed to be constructively owned by one individual entity. As a result, the acquisition of less than 9.8% of our outstanding shares of any class or series by an individual or entity could cause that individual or entity to own constructively in excess of 9.8% of the outstanding shares of any class or series of our shares of beneficial interest and to be subject to the Trust’s declaration of trust’s ownership limit. The Trust’s declaration of trust also prohibits, among other prohibitions, any person from owning our shares of beneficial interest that would result in our being “closely held” under Section 856(h) of the Code, or otherwise cause us to fail to qualify as a REIT. Further, the partnership agreement of the Operating Partnership contains certain provisions such as redemption rights, restrictions on transfer of OP Units, consent and other rights of the Trust as the general partner of the Operating Partnership, and rights of the limited partners

of the Operating Partnership to consent to certain transfers of the general partnership interest. The share ownership restrictions of the Code for REITs and the 9.8% share ownership limit, and other restrictions contained in the Trust’s declaration of trust and the Operating Partnership’s partnership agreement may inhibit market activity in our shares of beneficial interest, restrict our business combination opportunities, or otherwise delay, deter or prevent a transaction or change of control that our shareholders otherwise believe to be in their best interests.

In addition, certain provisions of the Maryland General Corporation Law, (“MGCL”), applicable to Maryland real estate investment trusts may have the effect of inhibiting, delaying, deferring, or preventing a third party from making a proposal to acquire the Trust (and, indirectly, the Operating Partnership) or of impeding or delaying a change of control under circumstances that otherwise could provide the Trust’s common shareholder with the opportunity to realize a premium over the then-prevailing market price of shares, including:

•“business combination” provisions that, subject to limitations, prohibit certain business combinations between us and an “interested shareholder” (defined generally as any person who beneficially owns 10% or more of the voting power of our shares or an affiliate or associate of ours who was the beneficial owner directly or indirectly, of 10% or more of the voting power of our shares at any time within the two-year period immediately prior to the date in question) or an affiliate thereof for five years after the most recent date on which the shareholder becomes an interested shareholder, and thereafter imposes certain minimum price and/or supermajority shareholder voting requirements on these combinations; and

•“control share” provisions that provide that holders of “control shares” of our Trust (defined as shares that, when aggregated with all other shares controlled by the shareholder, entitle the shareholder to exercise one of three increasing ranges of voting power in electing trustees) acquired in a “control share acquisition” (defined as the direct or indirect acquisition of ownership or control of issued and outstanding “control shares,” subject to certain exceptions) have no voting rights with respect to their control shares, except to the extent approved by our

shareholders by the affirmative vote of at least two-thirds of all the votes entitled to be cast on the matter, excluding all interested shares.

The Trust’s Board of Trustees has by resolution exempted any business combination between us and any other person from the business combination provisions of the MGCL, provided that the business combination is first approved by the Board of Trustees (including a majority of trustees who are not affiliates or associates of such person). In addition, the Trust’s bylaws contain a provision exempting any and all acquisitions of our shares from the control share provisions of the MGCL. However, the Board of Trustees may at any time alter or repeal the resolution exempting certain businesses from the business combination provisions of the MGCL and we may at any time amend or eliminate the provision of our bylaws exempting acquisitions of our shares from the control share provisions of the MGCL.

Certain provisions of the MGCL permit the Board of Trustees, without shareholder approval and regardless of what is currently provided in the Trust’s declaration of trust or bylaws, to implement certain corporate governance provisions with respect to the Trust, some of which (for example, a classified board) are not currently applicable to us. If implemented, these provisions may have the effect of limiting or precluding a third party from making an unsolicited acquisition proposal for us or of delaying, deferring, or preventing a change in control of us under circumstances that otherwise could provide our common shareholders with the opportunity to realize a premium over the then current market price. Pursuant to our declaration of trust, we have elected to be subject to the provisions of Title 3, Subtitle 8 of the MGCL relating to the filling of vacancies on our Board of Trustees.

We could increase the number of authorized shares, classify and reclassify unissued shares, and issue shares without shareholder approval.

The Trust’s Board of Trustees, without shareholder approval, has the power under the Trust’s declaration of trust to amend our declaration of trust to increase or decrease the aggregate number of shares or the number of shares of any class or series of the Trust that we are authorized to issue, and to authorize us to issue authorized but unissued common shares or preferred shares. In addition, under the declaration of trust, the Board of Trustees has the power to classify or reclassify any unissued common or preferred shares into one or more classes or series of shares and set or change the preference, conversion or other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications or terms or conditions of redemption for such newly classified or reclassified shares. As a result, we may issue series or classes of common shares or preferred shares with preferences, dividends, powers, and rights, voting or otherwise, that are senior to, or otherwise conflict with, the rights of holders of our common shares. Although the Board of Trustees has no such intention at the present time, it could establish a class or series of preferred shares that could, depending on the terms of such class or series, delay, defer, or prevent a transaction or a change of control that might involve a premium price for our common shares or that our shareholders otherwise believe to be in their best interests.

Risks Related to Our Qualification and Operation as a REIT

If we fail to qualify as a REIT in any taxable year, we will face serious tax consequences that would substantially reduce funds available for distributions to our shareholders.

Since our formation, the Trust has been organized and has operated in such a manner as to qualify for taxation as a REIT under the U.S. federal income tax laws, and we intend to continue to operate in such a manner, but no assurances can be given that we will operate in a manner so as to qualify or remain qualified as a REIT.

Failure to qualify as a REIT, or failure to remain qualified as a REIT, would cause us to be taxed as a regular corporation, which would substantially reduce funds available for distribution to our shareholders. If we fail to qualify as a REIT in any taxable year, we would face serious tax consequences that would substantially reduce the funds available for distribution to our shareholders because:

•we would not be allowed a deduction for dividends paid to shareholders in computing our taxable income and would be subject to U.S. federal income tax at regular corporate rates;

•we could possibly be subject to increased state and local taxes; and

•unless we are entitled to relief under certain U.S. federal income tax laws, we could not re-elect REIT status until the fifth calendar year after the year in which we failed to qualify as a REIT.

In addition, if we fail to qualify as a REIT, we will no longer be required to make distributions. As a result of all these factors, our failure to qualify as a REIT could impair our ability to expand our business and raise capital, and it would adversely affect the value of our shares of beneficial interest.

Failure to make required distributions would subject us to U.S. federal corporate income tax.

We intend to operate in a manner so as to qualify as a REIT for U.S. federal income tax purposes. In order to qualify as a REIT, we generally are required to distribute at least 90% of our REIT taxable income, determined without regard to the dividends paid deduction and excluding any net capital gain, each year to our shareholders. To the extent that we satisfy this distribution requirement, but distribute less than 100% of our REIT taxable income, we will be subject to U.S. federal corporate income tax on our undistributed taxable ~~income.~~income at regular corporate rates. In addition, we will be subject to a 4% nondeductible excise tax to the extent that the actual amount that we pay out to our shareholders in a calendar year is less than a separate minimum amount specified under the Code.

Complying with REIT requirements may cause us to forego otherwise attractive opportunities or liquidate otherwise attractive investments.

To qualify as a REIT for federal income tax purposes, we must continually satisfy tests concerning, among other things, the sources of our income, the nature and diversification of our assets, the amounts we distribute to our shareholders, and the ownership of our shares of beneficial interest. In order to meet these tests, we may be required to forego investments we might otherwise make. Thus, compliance with the REIT requirements may hinder our performance.

In particular, we must ensure that at the end of each calendar quarter, at least 75% of the value of our assets consists of cash, cash items, government securities, and qualified real estate assets. The remainder of our investment in securities (other than government securities, securities of taxable REIT subsidiaries (“TRSs”), and qualified real estate assets) generally cannot include more than 10% of the outstanding voting securities of any one issuer or more than 10% of the total value of the outstanding securities of any one issuer. In addition, in general, no more than 5% of the value of our assets (other than government securities, securities of TRSs, and qualified real estate assets) can consist of the securities of any one issuer, and no more than 20% of the value of our total assets can be represented by the securities of one or more TRSs. ~~Further, debt~~Debt instruments that do not otherwise qualify as real estate assets (because they are not secured by interests in real property or in certain entities that directly or indirectly own real property or because they are not issued by other publicly offered REITs) will generally not be ~~treated as “securities”~~taken into account for purposes of the ~~asset test, but no~~aforementioned limitation on owning more than ~~25%~~10% of the total value of ~~our total assets may be represented by such debt instruments.~~the outstanding securities of any one issuer. If we fail to comply with these requirements at the end of any calendar quarter, we must correct the failure within 30 days after the end of the calendar quarter or qualify for certain statutory relief provisions to avoid losing our REIT qualification and suffering adverse tax consequences. As a result, we may be required to liquidate otherwise attractive investments. These actions could have the effect of reducing our income and amounts available for distribution to our shareholders.

The prohibited transactions tax may limit our ability to dispose of our properties.

A REIT’s net income from prohibited transactions is subject to a 100% penalty tax. In general, prohibited transactions are sales or other dispositions of property other than “foreclosure property,” held primarily for sale to customers in the ordinary course of business. We may be subject to the prohibited transactions tax equal to 100% of net gain upon a disposition of real property. Although a safe harbor from the characterization of the sale of real property by a REIT as a prohibited transaction is available, we cannot assure you that we can comply with the safe harbor or that we will avoid owning property that may be characterized as held primarily for sale to customers in the ordinary course of business. Consequently, we may choose not to engage in certain sales of our properties or may conduct such sales through any TRS that we may form, which would be subject to federal and state income taxation.

Any ownership of a TRS will be subject to limitations and our transactions with a TRS will cause us to be subject to a 100% penalty tax on certain income or deductions if those transactions are not conducted on arm’s-length terms.

Overall, no more than 20% of the value of a REIT’s assets may consist of stock or securities of one or more TRSs. In addition, the Code also imposes a 100% excise tax on certain transactions between a TRS and its parent REIT that are not conducted on an arm’s-length basis. We will monitor the value of our respective investments in any TRS for the purpose of ensuring compliance with TRS ownership limitations and will structure our transactions with any TRS on terms that we believe are arm’s-length to avoid incurring a 100% excise tax on such transactions. There can be no assurance, however, that we will be able to comply with the 20% limitation or avoid application of the 100% excise tax.

If leases of our properties are not respected as true leases for federal income tax purposes, we could fail to qualify as a REIT and could be subject to higher taxes and have less cash available for distribution to our shareholders.

To qualify as a REIT, we must satisfy two gross income tests, under which specified percentages of our gross income must be derived from certain sources, such as “rents from real property.” Rents paid to the Operating Partnership by third party lessees and any TRS lessee pursuant to the leases of our properties will constitute substantially all of our gross income. In order for such rent to qualify as “rents from real property” for purposes of the gross income tests, the leases must be respected as true leases for federal income tax purposes and not be treated as service contracts, joint ventures, or some other type of arrangement. If our leases are not respected as true leases for federal income tax purposes, we could fail to qualify as a REIT.

We may be subject to adverse legislative or regulatory tax changes that could reduce the market price of our common shares.

At any time, the U.S. federal income tax laws governing REITs or the administrative interpretations of those laws may be amended. We cannot predict when or if any new U.S. federal income tax law, regulation, or administrative interpretation, or any amendment to any existing U.S. federal income tax law, regulation, or administrative interpretation, will be adopted, promulgated or become effective and any such law, regulation, or interpretation may take effect retroactively. We and our shareholders could be adversely affected by any such change in the U.S. federal income tax laws, regulations, or administrative interpretations.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

4344

ITEM 2. PROPERTIES

Geographic Diversification/Concentration

The following table lists the states in which our consolidated properties are located and provides certain information regarding our consolidated portfolio’s geographic diversification/concentration ~~excluding one asset classified as held for sale,~~ as of December 31, ~~2021:~~2022:


State	State	Number of Properties	GLA (1) (square feet)	Percent of GLA		Annualized Base Rent (2) (thousands)		Percent of Annualized Base Rent		State	Number of Properties	GLA (1) (square feet)	Percent of GLA		Annualized Base Rent (2) (thousands)		Percent of Annualized Base Rent
Alabama	Alabama	7	312,439	2.0	%	$	7,965	2.2	%	Alabama	7	312,439	2.0	%	$	8,171	2.3	%
Arizona	Arizona	15	903,062	5.8	%	21,003		5.9	%	Arizona	15	903,062	5.8	%	21,443		5.9	%
Arkansas	Arkansas	7	270,200	1.7	%	4,690		1.3	%	Arkansas	7	270,200	1.7	%	4,755		1.3	%
California	California	5	93,011	0.6	%	2,203		0.6	%	California	5	93,011	0.6	%	2,258		0.6	%
Colorado	Colorado	5	134,331	0.9	%	3,170		0.9	%	Colorado	5	134,331	0.9	%	3,244		0.9	%
Connecticut	Connecticut	4	166,196	1.1	%	4,273		1.2	%	Connecticut	4	166,196	1.1	%	4,365		1.2	%
Delaware	Delaware	1	140,205	0.9	%	3,131		0.9	%	Delaware	1	140,205	0.9	%	3,432		1.0	%
Florida	Florida	25	894,118	5.7	%	24,490		6.9	%	Florida	25	890,650	5.7	%	25,499		7.1	%
Georgia	Georgia	8	1,071,093	6.9	%	25,322		7.2	%	Georgia	8	1,072,222	6.9	%	26,093		7.3	%
Illinois	Illinois	3	139,450	0.9	%	2,755		0.8	%	Illinois	3	139,450	0.9	%	2,780		0.8	%
Indiana	Indiana	22	1,042,071	6.7	%	22,825		6.4	%	Indiana	22	1,042,071	6.8	%	22,996		6.3	%
Kentucky	Kentucky	12	980,639	6.3	%	17,940		5.1	%	Kentucky	12	980,639	6.3	%	18,120		5.0	%
Louisiana	Louisiana	4	249,832	1.6	%	8,131		2.3	%	Louisiana	4	249,832	1.6	%	8,466		2.4	%
Maine	Maine	1	44,677	0.3	%	1,347		0.4	%	Maine	1	44,677	0.3	%	1,381		0.4	%
Maryland	Maryland	3	166,594	1.1	%	4,375		1.2	%	Maryland	3	166,594	1.1	%	4,508		1.3	%
Michigan	Michigan	9	661,544	4.2	%	15,764		4.5	%	Michigan	9	662,055	4.3	%	15,827		4.4	%
Minnesota	Minnesota	19	828,008	5.3	%	17,653		5.0	%	Minnesota	19	828,008	5.3	%	17,579		4.9	%
Mississippi	Mississippi	3	261,480	1.7	%	5,675		1.6	%	Mississippi	3	261,480	1.7	%	6,007		1.7	%
Missouri	Missouri	3	159,340	1.0	%	4,699		1.3	%	Missouri	3	159,340	1.0	%	4,695		1.3	%
Montana		3	185,085	1.2	%	5,618		1.6	%
Nebraska	Nebraska	13	979,275	6.3	%	19,091		5.4	%	Nebraska	13	981,490	6.3	%	19,393		5.4	%
New Jersey	New Jersey	2	115,967	0.7	%	4,280		1.2	%	New Jersey	2	115,967	0.7	%	4,379		1.2	%
New Mexico	New Mexico	2	53,029	0.3	%	1,493		0.4	%	New Mexico	2	53,029	0.3	%	1,523		0.4	%
New York	New York	13	613,520	3.9	%	14,053		4.0	%	New York	14	699,087	4.5	%	17,795		4.9	%
North Dakota	North Dakota	8	434,215	2.8	%	8,443		2.4	%	North Dakota	8	434,215	2.8	%	8,654		2.4	%
Ohio	Ohio	14	766,468	4.9	%	15,247		4.3	%	Ohio	14	808,488	5.2	%	16,074		4.5	%
Oklahoma	Oklahoma	1	52,000	0.3	%	583		0.2	%	Oklahoma	1	52,000	0.3	%	613		0.2	%
Pennsylvania	Pennsylvania	13	400,657	2.6	%	8,103		2.3	%	Pennsylvania	13	394,726	2.5	%	7,582		2.1	%
Tennessee	Tennessee	8	706,805	4.5	%	13,254		3.7	%	Tennessee	8	706,805	4.6	%	14,022		3.9	%
Texas	Texas	29	1,863,733	12.0	%	47,815		13.5	%	Texas	29	1,863,733	12.1	%	49,176		13.6	%
Virginia	Virginia	2	153,567	1.0	%	3,753		1.1	%	Virginia	2	153,567	1.0	%	3,643		1.0	%
Washington	Washington	9	543,037	3.5	%	10,159		2.9	%	Washington	9	543,425	3.5	%	10,507		2.9	%
Wisconsin (3)	Wisconsin (3)	6	205,886	1.3	%	4,777		1.3	%	Wisconsin (3)	6	205,885	1.3	%	4,883		1.4	%
Total	Total	279	15,591,534	100.0	%	$	354,080	100.0	%	Total	277	15,528,879	100.0	%	$	359,863	100.0	%


Maryland		46-2519850
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

309 N. Water Street, Suite 500		53202
Milwaukee,	Wisconsin
(Address of Principal Executive Offices)		(Zip Code)


			Page
PART I			4

Item 1. Business			4

Item 1A. Risk Factors			2123

Item 1B. Unresolved Staff Comments			4344

Item 2. Properties			4445

Item 3. Legal Proceedings			4647

Item 4. Mine Safety Disclosures			4647

PART II			4748

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities			4748

Item 6. [Reserved]			4849

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations			4950

Item 7A. Quantitative and Qualitative Disclosures About Market Risk			6364

Item 8. Financial Statements and Supplementary Data			6566

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure			103

Item 9A. Controls and Procedures			103

Item 9B. Other Information			103

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections			103

PART III			104

Item 10. Directors, Executive Officers and Corporate Governance			104

Item 11. Executive Compensation			104

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters			104

Item 13. Certain Relationships and Related Transactions, and Director Independence			104

Item 14. Principal Accountant Fees and Services			104

PART IV			105

Item 15. Exhibits, Financial Statement Schedules			105

Item 16. Form 10-K Summary			106


Year	Year	Portfolio Lease Expirations	Year	Portfolio Lease Expirations
MTM (1)	MTM (1)	0.9%	MTM (1)	1.3%
2022		3.8%
2023	2023	5.2%	2023	4.7%
2024	2024	6.6%	2024	5.5%
2025	2025	6.6%	2025	7.0%
2026	2026	22.9%	2026	22.8%
2027	2027	10.2%	2027	11.7%
2028	2028	10.5%	2028	12.0%
2029	2029	5.8%	2029	6.2%
2030	2030	5.0%	2030	5.7%
2031	2031	6.6%	2031	6.7%
2032			2032	8.3%
Thereafter	Thereafter	15.9%	Thereafter	8.1%
Total	Total	100.0%	Total	100.0%


Expiration (1)	Expiration (1)	Number of Leases Expiring	GLA	Percent of GLA		Annualized Base Rent (thousands)		Percent of Annualized Base Rent		Annualized Base Rent Leased per Square Foot (2)		Expiration (1)	Number of Leases Expiring	GLA	Percent of GLA		Annualized Base Rent (thousands)		Percent of Annualized Base Rent		Annualized Base Rent Leased per Square Foot (2)
2022		135	565,347	3.6	%	$	14,071	4.0	%	$	24.89
2023	2023	136	766,646	4.9	%	18,124		5.1	%	23.64		2023	150	700,132	4.5	%	$	16,871	4.7	%	$	24.10
2024	2024	129	982,018	6.3	%	23,477		6.6	%	23.91		2024	130	808,590	5.2	%	19,824		5.5	%	24.52
2025	2025	148	983,864	6.3	%	24,207		6.8	%	24.60		2025	163	1,029,578	6.6	%	26,174		7.3	%	25.42
2026	2026	161	3,397,372	21.8	%	76,449		21.6	%	22.50		2026	181	3,367,273	21.7	%	77,207		21.5	%	22.93
2027	2027	111	1,508,784	9.7	%	32,845		9.3	%	21.77		2027	147	1,720,998	11.1	%	39,493		11.0	%	22.95
2028	2028	96	1,562,894	10.0	%	35,249		10.0	%	22.55		2028	119	1,767,008	11.4	%	41,723		11.6	%	23.61
2029	2029	48	864,640	5.5	%	26,815		7.6	%	31.01		2029	58	907,984	5.8	%	28,522		7.9	%	31.41
2030	2030	57	743,592	4.8	%	17,526		4.9	%	23.57		2030	61	846,153	5.4	%	20,173		5.6	%	23.84
2031	2031	41	977,290	6.3	%	22,339		6.3	%	22.86		2031	44	986,374	6.4	%	23,807		6.6	%	24.14
2032												2032	76	1,225,821	7.9	%	31,064		8.6	%	25.34
Thereafter	Thereafter	102	2,381,695	15.3	%	60,477		17.1	%	25.39		Thereafter	45	1,207,295	7.8	%	30,924		8.6	%	25.61
Month to month (3)	Month to month (3)	69	123,257	0.8	%	2,501		0.7	%	20.29		Month to month (3)	52	184,857	1.2	%	4,081		1.1	%	22.08
Vacant	Vacant	—	734,134	4.7	%	—		—		—		Vacant	—	776,816	5.0	%	—		—		—
Total / Weighted average	Total / Weighted average	1,233	15,591,533	100.0	%	$	354,080	100.0	%	$	23.83	Total / Weighted average	1,226	15,528,879	100.0	%	$	359,863	100.0	%	$	24.39


Tenant	Tenant	# of Properties	Leased GLA	% Leased GLA		Annualized Base Rent (thousands)		% of Portfolio Annualized Base Rent		Tenant	# of Properties	Leased GLA	% Leased GLA		Annualized Base Rent (thousands)		% of Portfolio Annualized Base Rent
CommonSpirit - CHI - Nebraska	CommonSpirit - CHI - Nebraska	13	898,975	6.1	%	$	17,658	5.0	%	CommonSpirit - CHI - Nebraska	13	899,928	6.1	%	$	18,105	5.0	%
Northside Hospital	Northside Hospital	7	676,889	4.6	%	15,646		4.4	%	Northside Hospital	7	688,992	4.7	%	16,254		4.5	%
UofL Health - Louisville, Inc.	UofL Health - Louisville, Inc.	9	617,157	4.2	%	12,744		3.6	%	UofL Health - Louisville, Inc.	9	621,913	4.2	%	13,136		3.7	%
US Oncology	US Oncology	10	403,751	2.7	%	11,180		3.2	%	US Oncology	10	403,751	2.7	%	11,443		3.2	%
HonorHealth	HonorHealth	8	426,715	2.9	%	10,896		3.1	%	HonorHealth	8	415,791	2.8	%	11,192		3.1	%
Baylor Scott and White Health	Baylor Scott and White Health	2	268,639	1.8	%	8,156		2.3	%	Baylor Scott and White Health	2	268,639	1.8	%	8,356		2.3	%
Ascension - St. Vincent's - Indianapolis	Ascension - St. Vincent's - Indianapolis	3	363,118	2.4	%	7,907		2.2	%	Ascension - St. Vincent's - Indianapolis	3	361,767	2.5	%	8,040		2.2	%
UF Health - Jacksonville	UF Health - Jacksonville	2	223,748	1.5	%	7,778		2.2	%	UF Health - Jacksonville	2	223,748	1.5	%	7,973		2.2	%
CommonSpirit - CHI - St. Alexius	CommonSpirit - CHI - St. Alexius	7	359,209	2.4	%	6,816		1.9	%	CommonSpirit - CHI - St. Alexius	7	359,209	2.4	%	6,987		1.9	%
UnitedHealth Group Incorporated	UnitedHealth Group Incorporated	7	191,171	1.3	%	5,801		1.6	%	UnitedHealth Group Incorporated	7	193,579	1.3	%	5,997		1.8	%
Total	Total	68	4,429,372	29.9	%	$	104,582	29.5	%	Total	68	4,437,317	30.0	%	$	107,483	29.9	%


		Index							Index
Period Ending	Period Ending	Physicians Realty Trust		Standard & Poor’s MidCap 400		MSCI US REIT (RMS)		Period Ending	Physicians Realty Trust		Standard & Poor’s MidCap 400		MSCI US REIT (RMS)
7/19/2013	7/19/2013	$	100.00	$	100.00	$	100.00	7/19/2013	$	100.00	$	100.00	$	100.00
12/31/2013	12/31/2013	$	112.34	$	109.53	$	91.70	12/31/2013	$	112.34	$	109.53	$	91.70
12/31/2014	12/31/2014	$	156.36	$	120.23	$	119.56	12/31/2014	$	156.36	$	120.23	$	119.56
12/31/2015	12/31/2015	$	167.72	$	117.61	$	122.57	12/31/2015	$	167.72	$	117.61	$	122.57
12/31/2016	12/31/2016	$	197.82	$	142.01	$	133.11	12/31/2016	$	197.82	$	142.01	$	133.11
12/31/2017	12/31/2017	$	196.89	$	165.07	$	139.86	12/31/2017	$	196.89	$	165.07	$	139.86
12/31/2018	12/31/2018	$	185.68	$	146.78	$	133.47	12/31/2018	$	185.68	$	146.78	$	133.47
12/31/2019	12/31/2019	$	234.20	$	185.23	$	167.96	12/31/2019	$	234.20	$	185.23	$	167.96
12/31/2020	12/31/2020	$	229.91	$	210.53	$	155.24	12/31/2020	$	229.91	$	210.53	$	155.24
12/31/2021	12/31/2021	$	256.17	$	262.66	$	222.09	12/31/2021	$	256.17	$	262.66	$	222.09
12/31/2022								12/31/2022	$	207.78	$	228.36	$	167.65


Period	Total Number of Shares (or Units) Purchased		Average Price Paid per Share (or Unit)		Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs	Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs
October 1, 2021 - October 31, 2021	49,830	(1)	$	18.17	N/A	N/A
November 1, 2021 - November 30, 2021	—		—		N/A	N/A
December 1, 2021 - December 31, 2021	672,978	(2)	17.75		N/A	N/A
Total	722,808		$	17.78	—	—


		2021		2020		Change		%			2022		2021		Change		%
Revenues:	Revenues:									Revenues:
Rental and related revenues	Rental and related revenues	$	436,893	$	418,190	$	18,703	4.5	%	Rental and related revenues	$	515,373	$	440,198	$	75,175	17.1	%
Interest income on real estate loans and other	Interest income on real estate loans and other	20,806		19,315		1,491		7.7	%	Interest income on real estate loans and other	11,262		17,501		(6,239)		(35.6)	%
Total revenues	Total revenues	457,699		437,505		20,194		4.6	%	Total revenues	526,635		457,699		68,936		15.1	%
Expenses:	Expenses:									Expenses:
Interest expense	Interest expense	60,136		57,179		2,957		5.2	%	Interest expense	72,234		60,136		12,098		20.1	%
General and administrative	General and administrative	37,757		33,763		3,994		11.8	%	General and administrative	40,209		37,757		2,452		6.5	%
Operating expenses	Operating expenses	137,408		128,198		9,210		7.2	%	Operating expenses	171,100		137,408		33,692		24.5	%
Depreciation and amortization	Depreciation and amortization	157,870		149,590		8,280		5.5	%	Depreciation and amortization	189,641		157,870		31,771		20.1	%

Impairment loss	Impairment loss	340		4,872		(4,532)		NM		Impairment loss	—		340		(340)		NM
Total expenses	Total expenses	393,511		373,602		19,909		5.3	%	Total expenses	473,184		393,511		79,673		20.2	%
Income before equity in loss of unconsolidated entities and gain on sale of investment properties, net:	Income before equity in loss of unconsolidated entities and gain on sale of investment properties, net:	64,188		63,903		285		0.4	%	Income before equity in loss of unconsolidated entities and gain on sale of investment properties, net:	53,451		64,188		(10,737)		(16.7)	%
Equity in loss of unconsolidated entities	Equity in loss of unconsolidated entities	(1,570)		(1,257)		(313)		NM		Equity in loss of unconsolidated entities	(790)		(1,570)		780		49.7	%
Gain on sale of investment properties, net	Gain on sale of investment properties, net	24,165		5,842		18,323		313.6	%	Gain on sale of investment properties, net	57,375		24,165		33,210		NM
Net income	Net income	$	86,783	$	68,488	$	18,295	26.7	%	Net income	$	110,036	$	86,783	$	23,253	26.8	%


		Year Ended December 31,							Year Ended December 31,
		2021		2020		2019			2022		2021		2020
Net income	Net income	$	86,783	$	68,488	$	77,186	Net income	$	110,036	$	86,783	$	68,488
Earnings per share - diluted	Earnings per share - diluted	$	0.39	$	0.32	$	0.39	Earnings per share - diluted	$	0.46	$	0.39	$	0.32

Net income	Net income	$	86,783	$	68,488	$	77,186	Net income	$	110,036	$	86,783	$	68,488
Net income attributable to noncontrolling interests - partially owned properties	Net income attributable to noncontrolling interests - partially owned properties	(607)		(574)		(548)		Net income attributable to noncontrolling interests - partially owned properties	(430)		(607)		(574)
Preferred distributions	Preferred distributions	(13)		(1,241)		(1,209)		Preferred distributions	—		(13)		(1,241)
Depreciation and amortization expense	Depreciation and amortization expense	157,437		149,208		146,072		Depreciation and amortization expense	189,221		157,437		149,208
Depreciation and amortization expense - partially owned properties	Depreciation and amortization expense - partially owned properties	(280)		(297)		(282)		Depreciation and amortization expense - partially owned properties	(379)		(280)		(297)
Gain on sale of investment properties, net	Gain on sale of investment properties, net	(24,165)		(5,842)		(31,309)		Gain on sale of investment properties, net	(57,375)		(24,165)		(5,842)
Impairment loss	Impairment loss	340		4,872		—		Impairment loss	—		340		4,872
Proportionate share of unconsolidated joint venture adjustments	Proportionate share of unconsolidated joint venture adjustments	8,860		7,063		715		Proportionate share of unconsolidated joint venture adjustments	9,289		8,860		7,063
FFO applicable to common shares	FFO applicable to common shares	$	228,355	$	221,677	$	190,625	FFO applicable to common shares	$	250,362	$	228,355	$	221,677
FFO per common share		$	1.02	$	1.05	$	0.99
Net change in fair value of derivative		—		—		1

Loss on extinguishment of debt	Loss on extinguishment of debt	4,025		—		—		Loss on extinguishment of debt	—		4,025		—
Net change in fair value of contingent consideration	Net change in fair value of contingent consideration	—		(715)		(37)		Net change in fair value of contingent consideration	—		—		(715)
Proportionate share of unconsolidated joint venture adjustments								Proportionate share of unconsolidated joint venture adjustments	(340)		—		—
Normalized FFO applicable to common shares	Normalized FFO applicable to common shares	$	232,380	$	220,962	$	190,589	Normalized FFO applicable to common shares	$	250,022	$	232,380	$	220,962
Normalized FFO per common share		$	1.04	$	1.05	$	0.99

Weighted average number of common shares outstanding		223,060,556		211,145,917		191,626,320
FFO per common share - diluted								FFO per common share - diluted	$	1.04	$	1.02	$	1.05
Normalized FFO per common share - diluted								Normalized FFO per common share - diluted	$	1.04	$	1.04	$	1.05

Weighted average common shares outstanding - diluted								Weighted average common shares outstanding - diluted	239,610,285		223,060,556		211,145,917


						Page

~~Reports~~Report of Independent Registered Public Accounting Firm						6667

Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting						6869

Consolidated Balance Sheets at December 31, ~~2021~~2022 and ~~2020~~2021						6970
Consolidated Statements of Income for the Years Ended December 31, 2022, 2021, ~~2020,~~ and ~~2019~~2020						7071
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2022, 2021, ~~2020,~~ and ~~2019~~2020						7172
Consolidated Statements of Equity for the Years Ended December 31, 2022, 2021, ~~2020,~~ and ~~2019~~2020						7273
Consolidated Statements of Cash Flows for the Years Ended December 31, 2022, 2021, ~~2020,~~ and ~~2019~~2020						7374

Notes to Consolidated Financial Statements						7475

The report of Physicians Realty Trust’s independent registered public accounting firm (PCAOB ID:42) with respect to the above-referenced financial statements and their report on internal control over financial reporting are included in Item 8 ~~and Item 9A~~ of this Form 10-K at the page number referenced above. Their consent appears as Exhibit 23 of this ~~form~~Form 10-K.


						Evaluation of net real estate property for impairment

Description of the Matter						As of December 31, ~~2021,~~2022, the Company’s consolidated balance sheet included net real estate property of ~~$4.6~~$4.5 billion. As described in Note 2 to the consolidated financial statements, the Company periodically evaluates its long-lived assets, primarily consisting of investments in real estate, for impairment whenever events or changes in circumstances indicate that the recorded amount of an asset may not be fully recoverable. If indicators of impairment are present, the Company evaluates the carrying value of the related long-lived assets in relation to its expected undiscounted future cash flows. The Company adjusts the net book value of long-lived assets to fair value if the sum of the expected future undiscounted cash flows is less than book value. Auditing management’s long-lived assets impairment analysis was complex and involved a high degree of subjectivity due to the significant estimation required to determine the estimated undiscounted future cash flows of long-lived assets. In particular, the future cash flow estimates were sensitive to significant assumptions such as future rental revenues, operating expenses, occupancy, and capitalization rates which are affected by expectations about future market or economic conditions, as well as management’s intent to hold and operate the property over the term and in the manner assumed in the analysis.
How We Addressed the Matter in Our Audit						We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company’s long-lived assets impairment review process, including controls over management’s review of the significant assumptions described above. To test the Company’s evaluation of long-lived assets for impairment, we performed audit procedures that included, among others, assessing the methodologies used, evaluating the significant assumptions discussed above, and testing the completeness and accuracy of the underlying data used by the Company in its analysis. We compared the significant assumptions used by management to current market data and performed sensitivity analyses of the significant assumptions discussed above. The evaluation of the Company’s methodology and significant assumptions was performed with the assistance of our valuation specialists.


						~~Purchases of Investment Property~~

~~Description of the Matter~~						During the year ended December 31, 2021, the Company acquired controlling interests in 24 operating health care properties for an aggregate purchase price of $972.5 million. The transactions were accounted for as asset acquisitions and the purchase prices were allocated based on the relative fair values of the tangible and identified intangible assets acquired and liabilities assumed. As more fully described in Note 2 to the consolidated financial statements, the estimates used in determining the relative fair values may be based on appraisals, internal analyses of recently acquired and existing comparable properties in the Company’s portfolio and other available market data. Auditing the Company’s estimate of the fair value of the acquired tangible and identified intangible assets and liabilities is complex and requires a higher degree of auditor judgment due to the judgment used by management in selecting key assumptions based on recent comparable transactions or other market data, which are primarily unobservable inputs. The allocation of purchase price to the components of properties acquired could have an effect on the Company’s net income due to the varying useful lives applicable to each component and the recognition of the related depreciation or amortization expense in the Company’s consolidated statements of income and comprehensive income.
~~How We Addressed the Matter in Our Audit~~						We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s process for estimating the fair value of acquired assets and liabilities and allocating purchase price to the various components, including controls over management’s determination and review of the significant assumptions used in the analyses and described above.


		December 31,					December 31,
ASSETS	ASSETS	2021		2020		ASSETS	2022		2021
Investment properties:	Investment properties:					Investment properties:
Land and improvements	Land and improvements	$	235,453	$	231,621	Land and improvements	$	241,559	$	235,453
Building and improvements	Building and improvements	4,612,561		3,824,796		Building and improvements	4,674,011		4,612,561
Tenant improvements	Tenant improvements	86,018		73,145		Tenant improvements	92,906		86,018
Acquired lease intangibles	Acquired lease intangibles	498,221		406,935		Acquired lease intangibles	505,335		498,221
		5,432,253		4,536,497			5,513,811		5,432,253
Accumulated depreciation	Accumulated depreciation	(821,036)		(687,554)		Accumulated depreciation	(996,888)		(821,036)
Net real estate property	Net real estate property	4,611,217		3,848,943		Net real estate property	4,516,923		4,611,217
Real estate held for sale	Real estate held for sale	1,964		—		Real estate held for sale	—		1,964
Right-of-use lease assets, net	Right-of-use lease assets, net	235,483		137,180		Right-of-use lease assets, net	231,225		235,483
Real estate loans receivable, net	Real estate loans receivable, net	117,844		198,800		Real estate loans receivable, net	104,973		117,844
Investments in unconsolidated entities	Investments in unconsolidated entities	69,793		77,755		Investments in unconsolidated entities	77,716		69,793
Net real estate investments	Net real estate investments	5,036,301		4,262,678		Net real estate investments	4,930,837		5,036,301
Cash and cash equivalents	Cash and cash equivalents	9,876		2,515		Cash and cash equivalents	7,730		9,876
Tenant receivables, net	Tenant receivables, net	4,948		4,757		Tenant receivables, net	11,503		4,948
Other assets	Other assets	131,584		144,000		Other assets	146,807		131,584
Total assets	Total assets	$	5,182,709	$	4,413,950	Total assets	$	5,096,877	$	5,182,709
LIABILITIES AND EQUITY	LIABILITIES AND EQUITY					LIABILITIES AND EQUITY
Liabilities:	Liabilities:					Liabilities:
Credit facility	Credit facility	$	267,641	$	412,322	Credit facility	$	188,328	$	267,641
Notes payable	Notes payable	1,464,008		968,653		Notes payable	1,465,437		1,464,008
Mortgage debt	Mortgage debt	180,269		57,875		Mortgage debt	164,352		180,269
Accounts payable	Accounts payable	6,651		7,007		Accounts payable	4,391		6,651
Dividends and distributions payable	Dividends and distributions payable	57,246		52,116		Dividends and distributions payable	60,148		57,246
Accrued expenses and other liabilities	Accrued expenses and other liabilities	86,254		91,929		Accrued expenses and other liabilities	87,720		86,254
Lease liabilities	Lease liabilities	104,957		74,116		Lease liabilities	105,011		104,957
Acquired lease intangibles, net	Acquired lease intangibles, net	21,569		6,641		Acquired lease intangibles, net	24,381		21,569
Total liabilities	Total liabilities	2,188,595		1,670,659		Total liabilities	2,099,768		2,188,595

Redeemable noncontrolling interests - Series A Preferred Units (2020) and partially owned properties		7,081		28,289
Redeemable noncontrolling interests - partially owned properties						Redeemable noncontrolling interests - partially owned properties	3,258		7,081

Equity:	Equity:					Equity:
Common shares, $0.01 par value, 500,000,000 common shares authorized, 224,678,116 and 209,550,592 common shares issued and outstanding as of December 31, 2021 and December 31, 2020, respectively		2,247		2,096
Common shares, $0.01 par value, 500,000,000 common shares authorized, 233,292,030 and 224,678,116 common shares issued and outstanding as of December 31, 2022 and December 31, 2021, respectively						Common shares, $0.01 par value, 500,000,000 common shares authorized, 233,292,030 and 224,678,116 common shares issued and outstanding as of December 31, 2022 and December 31, 2021, respectively	2,333		2,247
Additional paid-in capital	Additional paid-in capital	3,610,954		3,303,231		Additional paid-in capital	3,743,876		3,610,954
Accumulated deficit	Accumulated deficit	(776,001)		(658,171)		Accumulated deficit	(881,672)		(776,001)
Accumulated other comprehensive loss		(892)		(5,859)
Accumulated other comprehensive income (loss)						Accumulated other comprehensive income (loss)	5,183		(892)
Total shareholders’ equity	Total shareholders’ equity	2,836,308		2,641,297		Total shareholders’ equity	2,869,720		2,836,308
Noncontrolling interests:	Noncontrolling interests:					Noncontrolling interests:
Operating Partnership	Operating Partnership	150,241		73,302		Operating Partnership	123,015		150,241
Partially owned properties	Partially owned properties	484		403		Partially owned properties	1,116		484
Total noncontrolling interests	Total noncontrolling interests	150,725		73,705		Total noncontrolling interests	124,131		150,725
Total equity	Total equity	2,987,033		2,715,002		Total equity	2,993,851		2,987,033
Total liabilities and equity	Total liabilities and equity	$	5,182,709	$	4,413,950	Total liabilities and equity	$	5,096,877	$	5,182,709


	Par Value		Additional Paid in Capital		Accumulated Deficit		Accumulated Other Comprehensive (Loss) Income		Total Shareholders’ Equity		Operating Partnership Noncontrolling interest		Partially Owned Properties Noncontrolling Interest		Total Noncontrolling Interests		Total Equity
Balance at January 1, 2019	$	1,824	$	2,791,555	$	(428,307)	$	14,433	$	2,379,505	$	67,477	$	678	$	68,155	$	2,447,660
Cumulative effect of changes in accounting standards	—		(239)		—		—		(239)		—		—		—		(239)
Net proceeds from sale of common shares	74		131,555		—		—		131,629		—		—		—		131,629
Restricted share award grants, net	2		7,918		(898)		—		7,022		—		—		—		7,022
Purchase of OP Units	—		—		—		—		—		(14,023)		—		(14,023)		(14,023)

Dividends/distributions declared	—		—		(172,324)		—		(172,324)		(4,947)		—		(4,947)		(177,271)
Preferred distributions	—		—		(1,209)		—		(1,209)		—		—		—		(1,209)
Issuance of OP Units in connection with acquisition	—		—		—		—		—		22,598		—		22,598		22,598
Contributions	—		—		—		—		—		—		572		572		572
Distributions	—		—		—		—		—		—		(174)		(174)		(174)
Change in market value of Redeemable Noncontrolling Interest in Operating Partnership	—		(309)		(939)		—		(1,248)		—		—		—		(1,248)
Buyout of Noncontrolling Interest - partially owned properties	—		(122)		—		—		(122)		—		(990)		(990)		(1,112)
Change in fair value of interest rate swap agreements	—		—		—		(10,112)		(10,112)		—		—		—		(10,112)
Adjustment for Noncontrolling Interests ownership in Operating Partnership	—		1,563		—		—		1,563		(1,563)		—		(1,563)		—


Net income	—		—		74,483		—		74,483		2,155		253		2,408		76,891
Balance at December 31, 2019	1,900		2,931,921		(529,194)		4,321		2,408,948		71,697		339		72,036		2,480,984
Cumulative effect of changes in accounting standards	—		(147)		—		—		(147)		—		—		—		(147)
Net proceeds from sale of common shares	194		364,194		—		—		364,388		—		—		—		364,388
Restricted share award grants, net	2		9,510		(1,783)		—		7,729		—		—		—		7,729
Purchase of OP Units	—		—		—		—		—		(515)		—		(515)		(515)
Conversion of OP Units	—		41		—		—		41		(41)		—		(41)		—
Dividends/distributions declared	—		—		(190,751)		—		(190,751)		(5,123)		—		(5,123)		(195,874)
Preferred distributions	—		—		(1,241)		—		(1,241)		—		—		—		(1,241)
Issuance of OP Units in connection with acquisitions	—		—		—		—		—		3,067		—		3,067		3,067

Distributions	—		—		—		—		—		—		(210)		(210)		(210)
Change in market value of Redeemable Noncontrolling Interest in Operating Partnership	—		132		(1,319)		—		(1,187)		—		—		—		(1,187)


Change in fair value of interest rate swap agreements	—		—		—		(10,180)		(10,180)		—		—		—		(10,180)

Adjustment for Noncontrolling Interests ownership in Operating Partnership	—		(2,420)		—		—		(2,420)		2,420		—		2,420		—
Net income	—		—		66,117		—		66,117		1,797		274		2,071		68,188
Balance at December 31, 2020	2,096		3,303,231		(658,171)		(5,859)		2,641,297		73,302		403		73,705		2,715,002

Net proceeds from sale of common shares	147		267,979		—		—		268,126		—		—		—		268,126
Restricted share award grants, net	4		10,722		(1,312)		—		9,414		—		—		—		9,414
Purchase of OP Units	—		—		—		—		—		(6,237)		—		(6,237)		(6,237)

Dividends/distributions declared	—		—		(200,926)		—		(200,926)		(6,457)		—		(6,457)		(207,383)
Preferred distributions	—		—		(13)		—		(13)		—		—		—		(13)
Issuance of OP Units in connection with acquisitions	—		—		—		—		—		116,467		—		116,467		116,467

Distributions	—		—		—		—		—		—		(224)		(224)		(224)
Change in market value of Redeemable Noncontrolling Interest in Operating Partnership	—		(23)		456		—		433		—		—		—		433


Derecognition of cash flow hedge	—		—		—		3,295		3,295		—		—		—		3,295
Change in fair value of interest rate swap agreements	—		—		—		1,672		1,672		—		—		—		1,672
Adjustment for Noncontrolling Interests ownership in Operating Partnership	—		29,045		—		—		29,045		(29,045)		—		(29,045)		—


Net income	—		—		83,965		—		83,965		2,211		305		2,516		86,481
Balance as of December 31, 2021	$	2,247	$	3,610,954	$	(776,001)	$	(892)	$	2,836,308	$	150,241	$	484	$	150,725	$	2,987,033


		December 31, 2021		December 31, 2020			December 31, 2022		December 31, 2021
Land	Land	$	15,497	$	8,841	Land	$	9,260	$	15,497
Building and improvements	Building and improvements	840,591		128,594		Building and improvements	98,433		840,591
In-place lease intangibles	In-place lease intangibles	90,336		18,165		In-place lease intangibles	12,845		90,336
Above market in-place lease intangibles	Above market in-place lease intangibles	13,804		118		Above market in-place lease intangibles	2,768		13,804
Below market in-place lease intangibles	Below market in-place lease intangibles	(16,326)		(1,962)		Below market in-place lease intangibles	(4,923)		(16,326)

Right-of-use asset	Right-of-use asset	100,589		444		Right-of-use asset	79		100,589

Receivables		—		140

Prepaid expenses	Prepaid expenses	129		(771)		Prepaid expenses	—		129
Lease liability						Lease liability	—		(39,400)

Lease liability		(39,400)		—
Net assets acquired (1)	Net assets acquired (1)	$	1,005,220	$	153,569	Net assets acquired (1)	$	118,462	$	1,005,220
Issuance of Series A Preferred Units	Issuance of Series A Preferred Units	(146,541)		—		Issuance of Series A Preferred Units	—		(146,541)
Issuance of OP Units	Issuance of OP Units	(116,467)		(3,067)		Issuance of OP Units	—		(116,467)
NCI-redeemable						NCI-redeemable	(3,307)		—
Satisfaction of real estate loans receivable and conversion of JV interest	Satisfaction of real estate loans receivable and conversion of JV interest	(24,033)		(77,462)		Satisfaction of real estate loans receivable and conversion of JV interest	(2,700)		(24,033)
Cash used in acquisition of investment property	Cash used in acquisition of investment property	$	718,179	$	73,040	Cash used in acquisition of investment property	$	112,455	$	718,179


		December 31, 2021						December 31, 2020							December 31, 2022						December 31, 2021
		Cost		Accumulated Amortization		Net		Cost		Accumulated Amortization		Net			Cost		Accumulated Amortization		Net		Cost		Accumulated Amortization		Net
Assets	Assets													Assets
In-place leases	In-place leases	$	441,072	$	(201,885)	$	239,187	$	362,837	$	(173,862)	$	188,975	In-place leases	$	445,583	$	(241,643)	$	203,940	$	441,072	$	(201,885)	$	239,187
Above-market leases	Above-market leases	57,149		(24,437)		32,712		43,386		(20,670)		22,716		Above-market leases	59,752		(30,096)		29,656		57,149		(24,437)		32,712

Liabilities	Liabilities													Liabilities
Below-market lease		$	32,155	$	(10,585)	$	21,570	$	15,882	$	(9,241)	$	6,641
Below-market leases														Below-market leases	$	37,002	$	(12,621)	$	24,381	$	32,155	$	(10,585)	$	21,570


		Net Decrease in Revenue		Net Increase in Expenses			Net Decrease (Increase) in Revenue		Net Increase in Expenses
2022		$	2,846	$	43,256
2023	2023	2,426		39,434		2023	$	3,191	$	40,616
2024	2024	2,231		34,011		2024	2,929		34,718
2025	2025	1,701		28,248		2025	2,357		29,208
2026	2026	565		21,342		2026	1,203		23,095
2027						2027	1,036		20,173
Thereafter	Thereafter	1,373		72,896		Thereafter	(5,441)		56,130
Total	Total	$	11,142	$	239,187	Total	$	5,275	$	203,940


Credit Rating	Applicable Margin for Revolving Loans: LIBOR Rate Loans and Letter of Credit Fee	Applicable Margin for Revolving Loans: Base Rate Loans		Applicable Margin for Term Loans: LIBOR Rate Loans and Letter of Credit Fee	Applicable Margin for Term Loans: Base Rate Loans
At Least A- or A3	LIBOR + 0.725%	—	%	LIBOR + 0.85%	—	%
At Least BBB+ or Baa1	LIBOR + 0.775%	—	%	LIBOR + 0.90%	—	%
At Least BBB or Baa2	LIBOR + 0.85%	—	%	LIBOR + 1.00%	—	%
At Least BBB- or Baa3	LIBOR + 1.05%	0.05	%	LIBOR + 1.25%	0.25	%
Below BBB- or Baa3	LIBOR + 1.40%	0.40	%	LIBOR + 1.65%	0.65	%


2022		$	16,094
2023	2023	16,008		2023	$	16,007
2024	2024	59,719		2024	59,719
2025	2025	299,476		2025	218,476
2026	2026	170,476		2026	170,476
2027				2027	425,476
Thereafter	Thereafter	1,368,251		Thereafter	942,775
Total Payments	Total Payments	$	1,930,024	Total Payments	$	1,832,929


Total notional amount	Total notional amount		$	36,050		Total notional amount		$	36,050
Effective fixed interest rate	Effective fixed interest rate	(1)	3.33		%	Effective fixed interest rate	(1)	3.33		%
Effective date	Effective date		10/31/2019			Effective date		10/31/2019
Maturity date	Maturity date		10/31/2024			Maturity date		10/31/2024
Asset balance at December 31, 2022 (included in Other assets)						Asset balance at December 31, 2022 (included in Other assets)		$	2,045
Liability balance at December 31, 2021 (included in Accrued expenses and other liabilities)	Liability balance at December 31, 2021 (included in Accrued expenses and other liabilities)		$	452		Liability balance at December 31, 2021 (included in Accrued expenses and other liabilities)		$	452
Liability balance at December 31, 2020 (included in Accrued expenses and other liabilities)			$	—


		Common Shares	Weighted Average Grant Date Fair Value			Common Shares	Weighted Average Grant Date Fair Value
Non-vested at December 31, 2018		225,139	$	15.29
Granted		194,413	17.80
Vested		(200,104)	15.13
Forfeited		(2,571)	16.96
Non-vested at December 31, 2019	Non-vested at December 31, 2019	216,877	17.67		Non-vested at December 31, 2019	216,877	$	17.67
Granted	Granted	190,418	19.00		Granted	190,418	19.00
Vested	Vested	(189,642)	17.81		Vested	(189,642)	17.81
Forfeited	Forfeited	(1,831)	16.80		Forfeited	(1,831)	16.80
Non-vested at December 31, 2020	Non-vested at December 31, 2020	215,822	18.73		Non-vested at December 31, 2020	215,822	18.73
Granted	Granted	224,163	17.42		Granted	224,163	17.42
Vested	Vested	(185,968)	18.94		Vested	(185,968)	18.94
Forfeited	Forfeited	(6,570)	18.05		Forfeited	(6,570)	18.05
Non-vested at December 31, 2021	Non-vested at December 31, 2021	247,447	$	17.41	Non-vested at December 31, 2021	247,447	17.41
Granted					Granted	247,579	16.53
Vested					Vested	(213,572)	17.29
Forfeited					Forfeited	(8,556)	17.98
Non-vested at December 31, 2022					Non-vested at December 31, 2022	272,898	$	16.69


		Executive Awards				Trustee Awards				Executive Awards				Trustee Awards
		Restricted Share Units		Weighted Average Grant Date Fair Value		Restricted Share Units	Weighted Average Grant Date Fair Value			Restricted Share Units		Weighted Average Grant Date Fair Value		Restricted Share Units	Weighted Average Grant Date Fair Value
Non-vested at December 31, 2018		533,155		$	22.66	67,158	$	16.01
Granted		229,884		25.27		41,925	17.89
Vested		(104,553)	(1)	26.33		(41,786)	16.75
Forfeited		(3,734)		23.08		—	—
Non-vested at December 31, 2019	Non-vested at December 31, 2019	654,752		22.99		67,297	16.72		Non-vested at December 31, 2019	654,752		$	22.99	67,297	$	16.72
Granted	Granted	482,646		21.64		38,858	19.30		Granted	482,646		21.64		38,858	19.30
Vested	Vested	(173,259)	(2)	29.34		(46,335)	16.19		Vested	(173,259)	(1)	29.34		(46,335)	16.19
Non-vested at December 31, 2020	Non-vested at December 31, 2020	964,139		21.17		59,820	18.81		Non-vested at December 31, 2020	964,139		21.17		59,820	18.81
Granted	Granted	265,275		22.00		56,925	17.35		Granted	265,275		22.00		56,925	17.35
Vested	Vested	(252,844)	(3)	16.58		(53,737)	18.38		Vested	(252,844)	(2)	16.58		(53,737)	18.38
Non-vested at December 31, 2021	Non-vested at December 31, 2021	976,570		$	22.59	63,008	$	17.85	Non-vested at December 31, 2021	976,570		22.59		63,008	17.85
Granted									Granted	299,019		20.51		64,004	16.67
Vested									Vested	(228,649)	(3)	25.27		(49,020)	18.30
Non-vested at December 31, 2022									Non-vested at December 31, 2022	1,046,940		$	21.41	77,992	$	16.60


2022		$	352,428
2023	2023	345,261		2023	$	355,955
2024	2024	330,713		2024	345,258
2025	2025	310,611		2025	327,624
2026	2026	252,900		2026	269,881
2027				2027	217,427
Thereafter	Thereafter	904,910		Thereafter	696,756
Total	Total	$	2,496,823	Total	$	2,212,901


2022		$	4,713
2023	2023	4,694		2023	$	4,814
2024	2024	4,688		2024	4,785
2025	2025	4,685		2025	4,763
2026	2026	4,733		2026	4,752
2027				2027	4,754
Thereafter	Thereafter	242,464		Thereafter	238,790
Total undiscounted lease payments	Total undiscounted lease payments	$	265,977	Total undiscounted lease payments	$	262,658
Less: Interest	Less: Interest	(161,020)		Less: Interest	(157,647)
Present value of lease liabilities	Present value of lease liabilities	$	104,957	Present value of lease liabilities	$	105,011


Tenant	Tenant	Total ABR		Percent of ABR		Tenant	Total ABR		Percent of ABR
CommonSpirit - CHI - Nebraska	CommonSpirit - CHI - Nebraska	$	17,658	5.0	%	CommonSpirit - CHI - Nebraska	$	18,105	5.0	%
Northside Hospital	Northside Hospital	15,646		4.4	%	Northside Hospital	16,254		4.5	%
UofL Health - Louisville, Inc.	UofL Health - Louisville, Inc.	12,744		3.6	%	UofL Health - Louisville, Inc.	13,136		3.7	%
US Oncology	US Oncology	11,180		3.2	%	US Oncology	11,443		3.2	%
HonorHealth	HonorHealth	10,896		3.1	%	HonorHealth	11,192		3.1	%
Remaining portfolio	Remaining portfolio	285,956		80.7	%	Remaining portfolio	289,733		80.5	%
Total	Total	$	354,080	100.0	%	Total	$	359,863	100.0	%


					Initial Cost to Company						Gross Amount at Which Carried as of Close of Period																				Initial Cost to Company									Gross Amount at Which Carried as of Close of Period
Description	Description	Location	Encumbrances		Land		Buildings and Improvements		Cost Capitalized Subsequent to Acquisitions		Land		Buildings and Improvements		Total (1)		Accumulated Depreciation		Year Built		Date Acquired		Life on Which Building Depreciation in Income Statement is Computed	Description		Location		Encumbrances			Land			Buildings and Improvements			Cost Capitalized Subsequent to Acquisitions			Land			Buildings and Improvements			Total (1)			Accumulated Depreciation			Year Built		Date Acquired	Life on Which Building Depreciation in Income Statement is Computed
Del Sol Medical Center MOB	Del Sol Medical Center MOB	El Paso, TX	$	—	$	860	$	2,866	$	699	$	860	$	3,565	$	4,425	$	(2,446)	1987		8/24/2006		21	Del Sol Medical Center MOB		El Paso, TX		$	—		$	860		$	2,866		$	961		$	860		$	3,827		$	4,687		$	(2,608)		1987		8/24/2006	21
MeadowView Professional	MeadowView Professional	Kingsport, TN	—		2,270		11,344		1,017		2,270		12,361		14,631		(5,717)		2005		5/10/2007		30	MeadowView Professional		Kingsport, TN		—			2,270			11,344			1,401			2,270			12,745			15,015			(6,161)			2005		5/10/2007	30
Firehouse Square	Firehouse Square	Milwaukee, WI	—		1,120		2,768		10		1,120		2,778		3,898		(1,332)		2002		8/15/2007		30	Firehouse Square		Milwaukee, WI		—			1,120			2,768			10			1,120			2,778			3,898			(1,425)			2002		8/15/2007	30
Valley West Hospital MOB	Valley West Hospital MOB	Chicago, IL	—		—		6,275		785		—		7,060		7,060		(3,290)		2007		11/1/2007		30	Valley West Hospital MOB		Chicago, IL		—			—			6,275			815			—			7,090			7,090			(3,532)			2007		11/1/2007	30
New Albany MOB		Columbus, OH	—		237		2,767		738		237		3,505		3,742		(1,344)		2000		1/4/2008		42
Mid Coast Hospital MOB	Mid Coast Hospital MOB	Portland, ME	5,629		—		11,247		499		—		11,746		11,746		(5,233)		2008		5/1/2008		42	Mid Coast Hospital MOB		Portland, ME		5,153			—			11,247			503			—			11,750			11,750			(5,634)			2008		5/1/2008	42
Arrowhead Commons	Arrowhead Commons	Phoenix, AZ	—		740		2,551		764		740		3,315		4,055		(1,086)		2004		5/31/2008		46	Arrowhead Commons		Phoenix, AZ		—			740			2,551			764			740			3,315			4,055			(1,216)			2004		5/31/2008	46
Remington Medical Commons	Remington Medical Commons	Chicago, IL	—		895		6,499		1,369		895		7,868		8,763		(3,369)		2008		6/1/2008		30	Remington Medical Commons		Chicago, IL		—			895			6,499			1,547			895			8,046			8,941			(3,703)			2008		6/1/2008	30
Aurora MOB - Shawano	Aurora MOB - Shawano	Green Bay, WI	—		500		1,566		—		500		1,566		2,066		(368)		2010		4/15/2010		50	Aurora MOB - Shawano		Green Bay, WI		—			500			1,566			—			500			1,566			2,066			(399)			2010		4/15/2010	50
East El Paso Physicians Medical Center	East El Paso Physicians Medical Center	El Paso, TX	—		710		4,500		351		710		4,851		5,561		(1,088)		2004		8/30/2013		35	East El Paso Physicians Medical Center		El Paso, TX		—			710			4,500			837			710			5,337			6,047			(1,247)			2004		8/30/2013	35
Crescent City Surgical Centre	Crescent City Surgical Centre	New Orleans, LA	—		—		34,208		—		—		34,208		34,208		(5,880)		2010		9/30/2013		48	Crescent City Surgical Centre		New Orleans, LA		—			—			34,208			—			—			34,208			34,208			(6,592)			2010		9/30/2013	48
Foundation Surgical Affiliates MOB	Foundation Surgical Affiliates MOB	Oklahoma City, OK	—		1,300		12,724		239		1,300		12,963		14,263		(2,465)		2004		9/30/2013		43	Foundation Surgical Affiliates MOB		Oklahoma City, OK		—			1,300			12,724			259			1,300			12,983			14,283			(2,791)			2004		9/30/2013	43
Eastwind Surgical Center	Eastwind Surgical Center	Columbus, OH	—		981		7,620		145		981		7,765		8,746		(1,401)		2007		11/27/2013		44	Eastwind Surgical Center		Columbus, OH		—			981			7,620			142			981			7,762			8,743			(1,586)			2007		11/27/2013	44
Great Falls ASC		Great Falls, MT	—		203		3,224		1,317		203		4,541		4,744		(825)		1999		12/11/2013		33
Foundation Surgical Hospital of San Antonio	Foundation Surgical Hospital of San Antonio	San Antonio, TX	—		2,230		23,346		43		2,230		23,389		25,619		(5,967)		2007		2/19/2014		35	Foundation Surgical Hospital of San Antonio		San Antonio, TX		—			2,230			23,346			65			2,230			23,411			25,641			(6,729)			2007		2/19/2014	35
21st Century Radiation Oncology - Sarasota	21st Century Radiation Oncology - Sarasota	Sarasota, FL	—		633		6,557		67		633		6,624		7,257		(1,986)		1975		2/26/2014		27	21st Century Radiation Oncology - Sarasota		Sarasota, FL		—			633			6,557			67			633			6,624			7,257			(2,232)			1975		2/26/2014	27
21st Century Radiation Oncology - Venice	21st Century Radiation Oncology - Venice	Venice, FL	—		814		2,952		—		814		2,952		3,766		(745)		1987		2/26/2014		35	21st Century Radiation Oncology - Venice		Venice, FL		—			814			2,952			—			814			2,952			3,766			(840)			1987		2/26/2014	35
21st Century Radiation Oncology - Englewood	21st Century Radiation Oncology - Englewood	Englewood, FL	—		350		1,878		—		350		1,878		2,228		(427)		1992		2/26/2014		38	21st Century Radiation Oncology - Englewood		Englewood, FL		—			350			1,878			29			350			1,907			2,257			(482)			1992		2/26/2014	38
Foundation Healthplex of San Antonio	Foundation Healthplex of San Antonio	San Antonio, TX	—		911		4,189		—		911		4,189		5,100		(981)		2007		2/28/2014		35	Foundation Healthplex of San Antonio		San Antonio, TX		—			911			4,189			82			911			4,271			5,182			(1,108)			2007		2/28/2014	35
Peachtree Dunwoody Medical Center	Peachtree Dunwoody Medical Center	Atlanta, GA	—		—		52,481		2,133		—		54,614		54,614		(14,897)		1987		2/28/2014		25	Peachtree Dunwoody Medical Center		Atlanta, GA		—			—			52,481			2,331			—			54,812			54,812			(17,367)			1987		2/28/2014	25
Pinnacle Health MOB - Wormleysburg	Pinnacle Health MOB - Wormleysburg	Harrisburg, PA	—		795		4,601		31		795		4,632		5,427		(1,533)		1990		4/22/2014		25	Pinnacle Health MOB - Wormleysburg		Harrisburg, PA		—			795			4,601			31			795			4,632			5,427			(1,734)			1990		4/22/2014	25
Pinnacle Health MOB - Carlisle	Pinnacle Health MOB - Carlisle	Carlisle, PA	—		424		2,232		—		424		2,232		2,656		(533)		2002		4/22/2014		35	Pinnacle Health MOB - Carlisle		Carlisle, PA		—			424			2,232			—			424			2,232			2,656			(602)			2002		4/22/2014	35
South Bend Orthopaedics MOB	South Bend Orthopaedics MOB	Mishawaka, IN	—		2,418		11,355		—		2,418		11,355		13,773		(2,498)		2007		4/30/2014		40	South Bend Orthopaedics MOB		Mishawaka, IN		—			2,418			11,355			—			2,418			11,355			13,773			(2,824)			2007		4/30/2014	40
Grenada Medical Complex	Grenada Medical Complex	Grenada, MS	—		185		5,820		449		185		6,269		6,454		(1,883)		1975		4/30/2014		30	Grenada Medical Complex		Grenada, MS		—			185			5,820			449			185			6,269			6,454			(2,182)			1975		4/30/2014	30
Mississippi Sports Medicine & Orthopedics	Mississippi Sports Medicine & Orthopedics	Jackson, MS	—		1,272		14,177		626		1,272		14,803		16,075		(3,525)		1987		5/23/2014		35	Mississippi Sports Medicine & Orthopedics		Jackson, MS		—			1,272			14,177			626			1,272			14,803			16,075			(3,994)			1987		5/23/2014	35
Carmel Medical Pavilion	Carmel Medical Pavilion	Carmel, IN	—		—		3,917		450		—		4,367		4,367		(1,323)		1993		5/28/2014		25	Carmel Medical Pavilion		Carmel, IN		—			—			3,917			482			—			4,399			4,399			(1,510)			1993		5/28/2014	25
Renaissance ASC	Renaissance ASC	Oshkosh, WI	—		228		7,658		17		228		7,675		7,903		(1,500)		2007		6/30/2014		40	Renaissance ASC		Oshkosh, WI		—			228			7,658			17			228			7,675			7,903			(1,701)			2007		6/30/2014	40
Summit Urology	Summit Urology	Bloomington, IN	—		125		4,792		—		125		4,792		4,917		(1,228)		1996		6/30/2014		30	Summit Urology		Bloomington, IN		—			125			4,792			—			125			4,792			4,917			(1,392)			1996		6/30/2014	30
IU Health - 500 Landmark	IU Health - 500 Landmark	Bloomington, IN	—		627		3,549		—		627		3,549		4,176		(792)		2000		7/1/2014		35	IU Health - 500 Landmark		Bloomington, IN		—			627			3,549			—			627			3,549			4,176			(897)			2000		7/1/2014	35
IU Health - 550 Landmark	IU Health - 550 Landmark	Bloomington, IN	—		2,717		15,224		—		2,717		15,224		17,941		(3,398)		2000		7/1/2014		35	IU Health - 550 Landmark		Bloomington, IN		—			2,717			15,224			—			2,717			15,224			17,941			(3,851)			2000		7/1/2014	35
IU Health - 574 Landmark	IU Health - 574 Landmark	Bloomington, IN	—		418		1,493		—		418		1,493		1,911		(341)		2004		7/1/2014		35	IU Health - 574 Landmark		Bloomington, IN		—			418			1,493			52			418			1,545			1,963			(388)			2004		7/1/2014	35
Carlisle II MOB	Carlisle II MOB	Carlisle, PA	—		412		3,962		—		412		3,962		4,374		(687)		1996		7/25/2014		45	Carlisle II MOB		Carlisle, PA		—			412			3,962			22			412			3,984			4,396			(780)			1996		7/25/2014	45
Surgical Institute of Monroe	Surgical Institute of Monroe	Monroe, MI	—		410		5,743		—		410		5,743		6,153		(1,431)		2010		7/28/2014		35	Surgical Institute of Monroe		Monroe, MI		—			410			5,743			—			410			5,743			6,153			(1,624)			2010		7/28/2014	35
Oaks Medical Building	Oaks Medical Building	Lady Lake, FL	—		1,065		8,642		8		1,065		8,650		9,715		(1,542)		2011		7/31/2014		42	Oaks Medical Building		Lady Lake, FL		—			1,065			8,642			78			1,065			8,720			9,785			(1,753)			2011		7/31/2014	42
Mansfield ASC	Mansfield ASC	Mansfield, TX	—		1,491		6,471		—		1,491		6,471		7,962		(1,137)		2010		9/2/2014		46	Mansfield ASC		Mansfield, TX		—			1,491			6,471			—			1,491			6,471			7,962			(1,293)			2010		9/2/2014	46
Eye Center of Southern Indiana	Eye Center of Southern Indiana	Bloomington, IN	—		910		11,477		—		910		11,477		12,387		(2,494)		1995		9/5/2014		35	Eye Center of Southern Indiana		Bloomington, IN		—			910			11,477			—			910			11,477			12,387			(2,834)			1995		9/5/2014	35
Zangmeister Cancer Center	Zangmeister Cancer Center	Columbus, OH	—		1,610		31,120		249		1,610		31,369		32,979		(5,909)		2007		9/30/2014		40	Zangmeister Cancer Center		Columbus, OH		—			1,610			31,120			249			1,610			31,369			32,979			(6,740)			2007		9/30/2014	40
Orthopedic One - Columbus	Orthopedic One - Columbus	Columbus, OH	—		—		16,234		59		—		16,293		16,293		(2,925)		2009		9/30/2014		45	Orthopedic One - Columbus		Columbus, OH		—			—			16,234			75			—			16,309			16,309			(3,330)			2009		9/30/2014	45
Orthopedic One - Westerville	Orthopedic One - Westerville	Columbus, OH	—		362		3,944		—		362		3,944		4,306		(732)		2007		9/30/2014		43	Orthopedic One - Westerville		Columbus, OH		—			362			3,944			55			362			3,999			4,361			(834)			2007		9/30/2014	43
South Point Medical Center	South Point Medical Center	Columbus, OH	—		—		5,950		195		—		6,145		6,145		(1,267)		2007		9/30/2014		38	South Point Medical Center		Columbus, OH		—			—			5,950			267			—			6,217			6,217			(1,469)			2007		9/30/2014	38
3100 Lee Trevino Drive	3100 Lee Trevino Drive	El Paso, TX	—		2,294		11,316		1,535		2,294		12,851		15,145		(3,193)		1983		9/30/2014		30	3100 Lee Trevino Drive		El Paso, TX		—			2,294			11,316			1,702			2,294			13,018			15,312			(3,740)			1983		9/30/2014	30
1755 Curie	1755 Curie	El Paso, TX	—		2,283		24,543		3,432		2,283		27,975		30,258		(6,763)		1970		9/30/2014		30	1755 Curie		El Paso, TX		—			2,283			24,543			3,432			2,283			27,975			30,258			(7,957)			1970		9/30/2014	30
9999 Kenworthy	9999 Kenworthy	El Paso, TX	—		728		2,178		673		728		2,851		3,579		(666)		1983		9/30/2014		35	9999 Kenworthy		El Paso, TX		—			728			2,178			674			728			2,852			3,580			(799)			1983		9/30/2014	35
32 Northeast MOB	32 Northeast MOB	Harrisburg, PA	—		408		3,232		223		408		3,455		3,863		(823)		1994		10/29/2014		33	32 Northeast MOB		Harrisburg, PA		—			408			3,232			223			408			3,455			3,863			(945)			1994		10/29/2014	33
4518 Union Deposit MOB	4518 Union Deposit MOB	Harrisburg, PA	—		617		7,305		41		617		7,346		7,963		(1,823)		2000		10/29/2014		31	4518 Union Deposit MOB		Harrisburg, PA		—			617			7,305			41			617			7,346			7,963			(2,079)			2000		10/29/2014	31
4520 Union Deposit MOB	4520 Union Deposit MOB	Harrisburg, PA	—		169		2,055		429		169		2,484		2,653		(574)		1997		10/29/2014		28	4520 Union Deposit MOB		Harrisburg, PA		—			169			2,055			429			169			2,484			2,653			(692)			1997		10/29/2014	28
240 Grandview MOB	240 Grandview MOB	Harrisburg, PA	—		321		4,242		218		321		4,460		4,781		(952)		1980		10/29/2014		35	240 Grandview MOB		Harrisburg, PA		—			321			4,242			233			321			4,475			4,796			(1,093)			1980		10/29/2014	35
Market Place Way MOB	Market Place Way MOB	Harrisburg, PA	—		808		2,383		57		808		2,440		3,248		(641)		2004		10/29/2014		35	Market Place Way MOB		Harrisburg, PA		—			808			2,383			57			808			2,440			3,248			(707)			2004		10/29/2014	35
Middletown Medical - Maltese	Middletown Medical - Maltese	Middletown, NY	—		670		9,921		37		670		9,958		10,628		(2,089)		1988		11/28/2014		35	Middletown Medical - Maltese		Middletown, NY		—			670			9,921			37			670			9,958			10,628			(2,384)			1988		11/28/2014	35
Middletown Medical - Edgewater	Middletown Medical - Edgewater	Middletown, NY	—		200		2,966		11		200		2,977		3,177		(625)		1992		11/28/2014		35	Middletown Medical - Edgewater		Middletown, NY		—			200			2,966			11			200			2,977			3,177			(713)			1992		11/28/2014	35
Napoleon MOB	Napoleon MOB	New Orleans, LA	—		1,202		7,412		4,505		1,202		11,917		13,119		(2,741)		1974		12/19/2014		25	Napoleon MOB		New Orleans, LA		—			1,202			7,412			5,969			1,202			13,381			14,583			(3,211)			1974		12/19/2014	25
West Tennessee ASC	West Tennessee ASC	Jackson, TN	—		1,661		2,960		7,116		1,661		10,076		11,737		(1,786)		1991		12/30/2014		44	West Tennessee ASC		Jackson, TN		—			1,661			2,960			7,116			1,661			10,076			11,737			(2,262)			1991		12/30/2014	44
Southdale Place	Southdale Place	Edina MN	—		504		10,006		2,200		504		12,206		12,710		(3,680)		1979		1/22/2015		24	Southdale Place		Edina MN		—			504			10,006			2,322			504			12,328			12,832			(4,233)			1979		1/22/2015	24
Crystal MOB	Crystal MOB	Crystal, MN	—		945		11,862		51		945		11,913		12,858		(2,013)		2012		1/22/2015		47	Crystal MOB		Crystal, MN		—			945			11,862			187			945			12,049			12,994			(2,266)			2012		1/22/2015	47
Savage MOB	Savage MOB	Savage, MN	—		1,281		10,021		78		1,281		10,099		11,380		(1,827)		2011		1/22/2015		48	Savage MOB		Savage, MN		—			1,281			10,021			497			1,281			10,518			11,799			(2,087)			2011		1/22/2015	48
Dell MOB	Dell MOB	Chanhassen, MN	—		800		4,520		188		800		4,708		5,508		(917)		2008		1/22/2015		43	Dell MOB		Chanhassen, MN		—			800			4,520			205			800			4,725			5,525			(1,040)			2008		1/22/2015	43
Methodist Sports	Methodist Sports	Greenwood, IN	—		1,050		8,556		—		1,050		8,556		9,606		(1,884)		2008		1/28/2015		33	Methodist Sports		Greenwood, IN		—			1,050			8,556			—			1,050			8,556			9,606			(2,157)			2008		1/28/2015	33
Vadnais Heights MOB	Vadnais Heights MOB	Vadnais Heights, MN	—		2,751		12,233		27		2,751		12,260		15,011		(2,374)		2013		1/29/2015		43	Vadnais Heights MOB		Vadnais Heights, MN		—			2,751			12,233			239			2,751			12,472			15,223			(2,651)			2013		1/29/2015	43
Minnetonka MOB	Minnetonka MOB	Minnetonka, MN	—		1,770		19,797		139		1,770		19,936		21,706		(3,459)		2014		2/5/2015		49	Minnetonka MOB		Minnetonka, MN		—			1,770			19,797			154			1,770			19,951			21,721			(3,967)			2014		2/5/2015	49
Jamestown	Jamestown	Jamestown, ND	—		656		9,440		387		656		9,827		10,483		(2,070)		2013		2/5/2015		43	Jamestown		Jamestown, ND		—			656			9,440			387			656			9,827			10,483			(2,317)			2013		2/5/2015	43
Indiana American 3																				Indiana American 3		Greenwood, IN			—		862			6,901			1,988			862			8,889			9,751			(2,362)			2008			2/13/2015		38
Indiana American 2																				Indiana American 2		Greenwood, IN			—		741			1,846			943			741			2,789			3,530			(893)			2001			2/13/2015		31


							(in thousands)
Description	Interest Rate		Fixed / Variable	Final Maturity Date		Periodic Payment Terms	Prior Liens		Face Amount of Mortgages		Carrying Amount of Mortgages		Principal Amount of Loans Subject to Delinquent Principal or Interest
First mortgages relating to 1 property located in:
El Paso, TX	14.0	%	Fixed	2023		(1)	$	—	$	27,600	$	28,482	$	—
Davie, FL	5.0	%	Fixed	2023		(1)	—		8,657		8,656		—
Nashville, TN	9.1	%	Fixed	2023		(2)	—		10,000		10,392		—
Roswell, GA	8.0	%	Fixed	2025		(3)	—		4,075		4,084		—
Charlotte, NC	—	%	Fixed	—	(4)	(5)	—		12,093		13,564		—
Construction loan relating to 1 property located in:
Fort Worth, TX	6.0	%	Fixed	2023		(1)	—		9,452		9,451		—
							$	—	$	71,877	$	74,629	$	—


Schedule III – Real Estate and Accumulated Depreciation			9796
Schedule IV – Mortgage Loans on Real Estate			102


		PHYSICIANS REALTY TRUST

Dated:	February 24, ~~2022~~2023	/s/ John T. Thomas
		John T. Thomas
		Chief Executive Officer and President
		(Principal Executive Officer)


Exhibit No.	Exhibit No.		Title	Exhibit No.		Title
2.1	2.1	(21)	Master Transaction Agreement, dated October 1, 2021, between Physicians Realty L.P. and Landmark Healthcare Companies LLC.	2.1	(22)	Master Transaction Agreement, dated October 1, 2021, between Physicians Realty L.P. and Landmark Healthcare Companies LLC.
2.2	2.2	(22)	First Amendment to Master Purchase Agreement, dated as of December 3, 2021 between Physicians Realty L.P. and Landmark Healthcare Companies LLC	2.2	(23)	First Amendment to Master Purchase Agreement, dated as of December 3, 2021 between Physicians Realty L.P. and Landmark Healthcare Companies LLC
2.3	2.3	(22)	Second Amendment to Master Purchase Agreement, dated as of December 8, 2021 between Physicians Realty L.P. and Landmark Healthcare Companies LLC.	2.3	(23)	Second Amendment to Master Purchase Agreement, dated as of December 8, 2021 between Physicians Realty L.P. and Landmark Healthcare Companies LLC.
2.4	2.4	(22)	Letter Agreement dated December 20, 2021 between Physicians Realty L.P. and Landmark Healthcare Companies LLC.	2.4	(23)	Letter Agreement dated December 20, 2021 between Physicians Realty L.P. and Landmark Healthcare Companies LLC.
3.1	3.1	(1)	Articles of Amendment and Restatement of Physicians Realty Trust	3.1	(1)	Articles of Amendment and Restatement of Physicians Realty Trust
3.2	3.2	(2)	Bylaws of Physicians Realty Trust, as amended through February 22, 2017	3.2	(2)	Bylaws of Physicians Realty Trust, as amended through February 22, 2017
3.3	3.3	(3)	Certificate of Limited Partnership of Physicians Realty L.P.	3.3	(3)	Certificate of Limited Partnership of Physicians Realty L.P.
4.1	4.1	(1)	Form of Certificate of Common Shares of Physicians Realty Trust	4.1	(1)	Form of Certificate of Common Shares of Physicians Realty Trust
4.2	4.2	(4)	Senior Indenture, dated as of March 7, 2017, among Physicians Realty L.P., Physicians Realty Trust and U.S. Bank National Association, as trustee	4.2	(4)	Senior Indenture, dated as of March 7, 2017, among Physicians Realty L.P., Physicians Realty Trust and U.S. Bank National Association, as trustee
4.3	4.3	(4)	First Supplemental Indenture, dated as of March 7, 2017, among Physicians Realty L.P., Physicians Realty Trust and U.S. Bank National Association, as trustee	4.3	(4)	First Supplemental Indenture, dated as of March 7, 2017, among Physicians Realty L.P., Physicians Realty Trust and U.S. Bank National Association, as trustee
4.4	4.4	(4)	Form of 4.300% Senior Notes due 2027 and guarantee thereof (included in Exhibit 4.3)	4.4	(4)	Form of 4.300% Senior Notes due 2027 and guarantee thereof (included in Exhibit 4.3)
4.5	4.5	(5)	Second Supplemental Indenture, dated as of December 1, 2017, among Physicians Realty L.P., Physicians Realty Trust and U.S. Bank National Association, as trustee	4.5	(5)	Second Supplemental Indenture, dated as of December 1, 2017, among Physicians Realty L.P., Physicians Realty Trust and U.S. Bank National Association, as trustee
4.6	4.6	(5)	Form of 3.950% Senior Notes due 2028 and guarantee thereof (included in Exhibit 4.5)	4.6	(5)	Form of 3.950% Senior Notes due 2028 and guarantee thereof (included in Exhibit 4.5)
4.7	4.7	(6)	Third Supplemental Indenture, dated as of October 13, 2021, among Physicians Realty L.P., Physicians Realty Trust and U.S. Bank National Association, as trustee	4.7	(6)	Third Supplemental Indenture, dated as of October 13, 2021, among Physicians Realty L.P., Physicians Realty Trust and U.S. Bank National Association, as trustee
4.8	4.8	(6)	Form of 2.625% Senior Note due 2031 and the guarantee thereof (included in Exhibit 4.7)	4.8	(6)	Form of 2.625% Senior Note due 2031 and the guarantee thereof (included in Exhibit 4.7)
4.9	4.9		Description of Securities*	4.9		Description of Securities*
10.1	10.1	(7)	Second Amended and Restated Agreement of Limited Partnership of Physicians Realty L.P., dated February 5, 2015	10.1	(7)	Second Amended and Restated Agreement of Limited Partnership of Physicians Realty L.P., dated February 5, 2015
10.2	10.2	(8)	Form of Restricted Shares Award Agreement (Time Vesting)**	10.2	(8)	Form of Restricted Shares Award Agreement (Time Vesting)**
10.3	10.3	(1)	Form of Indemnification Agreement between Physicians Realty Trust and its trustees and officers	10.3	(1)	Form of Indemnification Agreement between Physicians Realty Trust and its trustees and officers
10.4	10.4	(9)	Employment Agreement dated as of November 4, 2021 between the Trust and John T. Thomas**	10.4	(9)	Employment Agreement dated as of November 4, 2021 between the Trust and John T. Thomas**
10.5	10.5	(9)	Employment Agreement dated as of November 4, 2021 between the Trust and Jeffrey N. Theiler**	10.5	(9)	Employment Agreement dated as of November 4, 2021 between the Trust and Jeffrey N. Theiler**
10.6	10.6	(9)	Employment Agreement dated as of November 4, 2021 between the Trust and John W. Lucey**	10.6	(9)	Employment Agreement dated as of November 4, 2021 between the Trust and John W. Lucey**
10.7	10.7	(9)	Employment Agreement dated as of November 4, 2021 between the Trust and Mark D. Theine**	10.7	(9)	Employment Agreement dated as of November 4, 2021 between the Trust and Mark D. Theine**
10.8	10.8	(9)	Employment Agreement dated as of November 4, 2021 between the Trust and Del Mar Deeni Taylor**	10.8	(9)	Employment Agreement dated as of November 4, 2021 between the Trust and Del Mar Deeni Taylor**
10.9	10.9	(9)	Employment Agreement dated as of November 4, 2021 between the Trust and Bradley D. Page**	10.9	(9)	Employment Agreement dated as of November 4, 2021 between the Trust and Bradley D. Page**
10.10	10.10	(9)	Employment Agreement dated as of November 4, 2021 between the Trust and Daniel M. Klein**	10.10	(9)	Employment Agreement dated as of November 4, 2021 between the Trust and Daniel M. Klein**
10.11	10.11	(9)	Employment Agreement dated as of November 4, 2021 between the Trust and Laurie P. Becker**	10.11	(9)	Employment Agreement dated as of November 4, 2021 between the Trust and Laurie P. Becker**
10.12	10.12	(9)	Employment Agreement dated as of November 4, 2021 between the Trust and Amy M. Hall**	10.12	(9)	Employment Agreement dated as of November 4, 2021 between the Trust and Amy M. Hall**
10.13	10.13	(10)	Physicians Realty Trust Incentive Bonus Plan**	10.13	(10)	Employment Agreement dated as of March 1 , 202 2 between the Trust and William Mark Dukes **
10.14	10.14	(10)	Form of Restricted Share Award Agreement - Executive (Time Vesting)**	10.14	(11)	Physicians Realty Trust Incentive Bonus Plan**
10.15	10.15	(10)	Form of Restricted Share Award Agreement - Trustees (Time Vesting)**	10.15	(11)	Form of Restricted Share Award Agreement - Executive (Time Vesting)**
10.16	10.16	(11)	Physicians Realty Trust 2013 Equity Incentive Plan, as amended and restated effective April 30, 2019**	10.16	(11)	Form of Restricted Share Award Agreement - Trustees (Time Vesting)**
10.17	10.17	(12)	Form of Restricted Share Award Agreement - Executive (Time Vesting)**	10.17	(12)	Physicians Realty Trust 2013 Equity Incentive Plan, as amended and restated effective April 30, 2019**
10.18	10.18	(12)	Form of Restricted Share Unit Award Agreement - Trustees (Time Vesting)**	10.18	(13)	Form of Restricted Share Award Agreement - Executive (Time Vesting)**
10.19	10.19	(19)	Form of Restricted Share Unit Award Agreement (Performance Units)**	10.19	(13)	Form of Restricted Share Unit Award Agreement - Trustees (Time Vesting)**
10.20	10.20	(20)	Form of Restricted Share Unit Award Agreement for Executives (Time Vesting)**	10.20	(20)	Form of Restricted Share Unit Award Agreement (Performance Units)**
10.21	10.21	(18)	Form of Restricted Share Unit Award Agreement - Trustees (Time Vesting)**	10.21	(21)	Form of Restricted Share Unit Award Agreement for Executives (Time Vesting)**
10.22	10.22	(20)	Form of Restricted Share Unit Award Agreement (Performance Units)* **	10.22	(19)	Form of Restricted Share Unit Award Agreement - Trustees (Time Vesting)**
10.23	10.23	(14)	Note Purchase and Guarantee Agreement, dated as of January 7, 2016, among the Operating Partnership, the Trust and each of the purchasers identified therein	10.23	(21)	Form of Restricted Share Unit Award Agreement (Performance Units)**
10.24	10.24	(14)	Form of 4.03% Senior Notes, Series A, due January 7, 2023 (included in Exhibit 10.22)	10.24		Form of Restricted Share Award Agreement * **