UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~October~~February 287, ~~2023~~2024

PHYSICIANS REALTY TRUST

(Exact name of registrant as specified in its charter)

Maryland		001-36007		46-2519850
(State of Organization)		(Commission File Number)		(IRS Employer Identification No.)

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

Registrant’s telephone number, including area code: (414) 367-5600

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

x	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to ~~Section~~ section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Common stock, $0.01 par value per share		DOC		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 12.0102. ~~Entry~~Results ~~into~~of aOperations ~~Material~~and ~~Definitive~~Financial ~~Agreement~~Condition.

~~The~~On ~~Transactions~~February 7, 2024, Physicians Realty Trust (“we,” “us,” “our,” the “Company” or “Physicians Realty Trust”), disclosed preliminary estimates of certain consolidated financial data of Company for the three months and year ended December 31, 2023.

~~On October 29,~~Preliminary ~~2023,~~Estimates Physicians Realty Trust (the “Company” or “Physicians Realty Trust”) and its operating partnership, Physicians Realty L.P. (the “Partnership”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) among the Company, the Partnership, Healthpeak Properties, Inc. (“Healthpeak”), Alpine Sub, LLC, a Maryland limited liability company and a wholly owned subsidiary of Healthpeak (“Alpine Sub”), Alpine OP Sub, LLC, a Maryland limited liability company and a wholly owned subsidiary of Parent OP (as defined below) (“Alpine OP Sub”). The Merger Agreement provides for ~~(a)~~ the ~~merger~~Fourth ofQuarter ~~the Company with~~ and ~~into~~Full ~~Alpine~~Year ~~Sub (the “Company Merger”), with~~Ended ~~Alpine Sub surviving as a wholly owned subsidiary of Healthpeak (the “Company Surviving Entity”), (b)~~December ~~immediately following the effectiveness of the Company Merger~~31, the contribution by Healthpeak to Healthpeak OP, LLC (“Parent OP”), of all of the outstanding equity interests in the Company Surviving Entity (the “Contribution”) and (c) immediately following the Contribution, the merger of the Partnership with and into Alpine OP Sub (the “Partnership Merger” and, together with the Company Merger, the “Mergers”), with Alpine OP Sub surviving as a subsidiary of Parent OP (the “Partnership Surviving Entity”).2023

~~Merger~~Set ~~Agreement~~forth below are preliminary estimates of certain consolidated financial data of the Company for the three months and year ended December 31, 2023. We have provided ranges, rather than specific amounts, for these preliminary estimates, as our actual consolidated financial results remain subject to completion of our annual audit procedures for the year ended December 31, 2023, which have commenced but are not yet completed. Our actual consolidated financial results for the three months and year ended December 31, 2023 are expected to be reported in connection with the filing of our Annual Report on Form 10-K for the year ended December 31, 2023 on February 22, 2024. Our actual consolidated financial results for the three months and year ended December 31, 2023 may differ materially from these preliminary estimates, including as a result of audit adjustments and other developments that may arise between now and the time our actual consolidated financial results for the three months and year ended December 31, 2023 are finalized and reported. Moreover, these preliminary estimates should not be viewed as a substitute for audited consolidated financial statements and related notes as of and for the year ended December 31, 2023 prepared in accordance with Generally Accepted Accounting Principles (“GAAP”). Accordingly, you should not place undue reliance on these preliminary estimates.

The Company Merger

	Three Months Ended December 31, 2023				Year Ended December 31, 2023
*(Unaudited, subject to change)*	Low		High		Low		High
Net income ($1,000s)	$	4,000	$	11,000	$	40,645	$	47,645
Earnings per share, diluted	$	0.02	$	0.04	$	0.16	$	0.19
FFO per common share, diluted	$	0.22	$	0.24	$	0.96	$	0.98
Normalized FFO per common share, diluted	$	0.25	$	0.27	$	0.98	$	1.00

~~Pursuant~~These topreliminary ~~the~~estimates ~~terms~~have ~~and~~been ~~subject~~prepared ~~to the conditions of the Merger Agreement~~by, ~~at the date~~ and ~~time~~are the ~~Company Merger becomes effective (the “Company Merger Effective Time”),~~responsibility ~~each common share~~ of ~~beneficial interest of the Company~~, ~~par~~our ~~value $0~~management.01 ~~per~~Our ~~share~~independent ~~(the~~registered ~~“Company~~public ~~Common~~accounting ~~Shares”)~~firm, ~~(other~~Ernst & ~~than Company~~Young ~~Common~~LLP, ~~Shares~~has tonot beaudited, ~~canceled in accordance with the Merger Agreement)~~reviewed, ~~will automatically be converted into the right to receive~~compiled ~~0.674~~or ~~(the~~applied ~~“Exchange Ratio”) validly issued, fully paid and non~~agreed-~~assessable~~upon ~~shares~~procedures ofwith ~~Healthpeak~~respect ~~common~~to ~~stock,~~these ~~par~~preliminary ~~value $1~~estimates.00 ~~per share (“Parent Common Stock”) (the “Merger Consideration”)~~Accordingly, ~~without~~our ~~interest,~~independent ~~but~~registered ~~subject~~public ~~to any withholding~~accounting ~~required~~firm ~~under~~does ~~applicable~~not ~~tax~~express ~~laws.~~an ~~Holders~~opinion ofor ~~Company~~any ~~Common~~other ~~Shares~~form ~~will receive cash in lieu~~ of ~~fractional~~assurance ~~shares~~with ofrespect ~~Parent Common Stock (the “Fractional Share Consideration”)~~thereto.

~~The~~Non-GAAP ~~Contribution~~Financial Measures

~~Pursuant~~This toCurrent ~~the~~Report ~~terms~~on ~~and~~Form 8-K ~~subject~~includes toFunds ~~the~~From ~~conditions~~Operations (“FFO”) and Normalized FFO which are non-GAAP financial measures. For purposes of the ~~Merger~~Securities ~~Agreement~~and Exchange Commission's (“SEC”) Regulation G, ~~immediately~~a ~~after~~non-GAAP ~~the~~financial ~~effectiveness~~measure is a numerical measure of ~~the~~a ~~Company~~company’s ~~Merger~~historical or future financial performance, ~~Healthpeak~~financial ~~will~~position ~~cause~~or cash flows that excludes amounts, or is subject to adjustments that have the ~~contribution~~effect of ~~all~~excluding ofamounts, that are included in the most directly comparable financial measure calculated and presented in accordance with GAAP in the statement ~~outstanding~~of ~~equity~~operations, ~~interests~~balance sheet or statement of cash flows (or equivalent statements) of the Company, ~~Surviving~~or ~~Entity~~includes ~~held~~amounts, byor ~~Healthpeak~~is subject to ~~Parent~~adjustments ~~OP.~~that Ashave athe ~~result~~effect of including amounts, that are excluded from the ~~Contribution~~most directly comparable financial measure so calculated and presented. As used in this Current Report on Form 8-K, GAAP refers to generally accepted accounting principles in the ~~Company~~United ~~Surviving~~States ~~Entity~~of ~~will~~America. ~~become~~Pursuant ato ~~direct~~the ~~wholly~~requirements ~~owned~~of ~~subsidiary~~Regulation G, we have provided reconciliations of ~~Parent~~the OPnon-GAAP financial measures to the most directly comparable GAAP financial measures.

~~The Partnership Merger~~1

~~Pursuant~~Funds toFrom ~~the~~Operations ~~terms~~(“FFO”). ~~and~~Funds ~~subject~~from operations, toor ~~the conditions~~“FFO”, is a widely recognized measure of ~~the~~REIT ~~Merger~~performance. ~~Agreement,~~We ~~immediately~~believe ~~after~~that ~~the~~information ~~Contribution~~regarding FFO is helpful to shareholders and atpotential investors because it facilitates an understanding of the ~~date~~operating performance of our properties without giving effect to real estate depreciation and ~~time~~amortization, which assumes that the ~~Partnership~~value ~~Merger~~of ~~becomes~~real estate assets diminishes ratably over ~~effective~~time. (We calculate FFO in accordance with standards established by the ~~“Partnership~~National ~~Merger~~Association ~~Effective~~of ~~Time~~Real Estate Investment Trusts (“Nareit”),. Nareit ~~each~~defines ~~common~~FFO ~~unit~~as net income or loss (computed in ~~the~~accordance ~~Partnership~~with ~~issued~~GAAP) ~~and~~before ~~outstanding~~noncontrolling interests of holders of operating partnership ~~immediately~~units, ~~prior~~excluding topreferred ~~the~~distributions, ~~Partnership~~gains ~~Merger~~(or ~~Effective~~losses) ~~Time~~on sales of depreciable operating property, ~~subject~~impairment towrite-downs ~~the~~on ~~terms~~depreciable assets, plus real estate related depreciation and ~~conditions~~amortization ~~set~~(excluding ~~forth~~amortization inof ~~the~~deferred ~~Merger~~financing ~~Agreement,~~costs). Our FFO computation ~~will~~includes ~~automatically~~our beshare ~~converted~~of ~~into~~required adjustments from our unconsolidated joint ventures and ~~become~~may anot ~~number~~be ~~of units~~comparable to FFO reported by other REITs that do not compute FFO in accordance with the ~~Partnership~~Nareit ~~Surviving~~definition ~~Entity~~or ~~equal~~that tointerpret the ~~Exchange Ratio~~Nareit definition differently than we do. ~~Following~~The ~~the~~GAAP measure ~~Partnership~~that ~~Merger~~we ~~Effective~~believe ~~Time,~~to ~~third-party~~be ~~investors~~most indirectly ~~the~~comparable ~~Partnership~~to ~~receiving~~FFO, ~~non-managing~~net ~~member~~income, ~~units~~includes ~~shall~~depreciation beand amortization expenses, gains or losses ~~entitled~~on toproperty ~~(i)~~sales, ~~redeem~~impairments, ~~such~~and ~~units~~noncontrolling ~~for~~interests. anIn ~~amount~~computing ofFFO, ~~cash~~we ~~per~~eliminate ~~unit~~these ~~approximating~~items ~~the~~because, ~~then-current~~in ~~market~~our ~~value~~view, they are not indicative of ~~one~~the ~~share~~results from the operations of ~~Parent~~our ~~Common Stock~~properties. ~~or,~~To atfacilitate ~~Parent~~a ~~OP’s~~clear ~~option~~understanding of our historical operating results, FFO ~~one~~should ~~share~~be ofexamined ~~Parent~~in ~~Common~~conjunction ~~Stock~~with net income (~~subject~~determined toin ~~certain~~accordance ~~adjustments,~~with ~~such~~GAAP) as ~~stock~~presented ~~splits~~in ~~and~~our ~~reclassifications),~~financial statements. FFO ~~subject~~does tonot ~~the~~represent ~~terms~~cash ofgenerated ~~the~~from ~~limited~~operating ~~liability~~activities ~~company~~in ~~agreement~~accordance ~~governing~~with ~~the~~GAAP, ~~Partnership~~should ~~Surviving~~not ~~Entity,~~be ~~and~~considered to be an alternative to net income or loss (iidetermined in accordance with GAAP) ~~certain~~as ~~tax~~a ~~protections~~measure of our liquidity and is not indicative of funds available for our ~~consistent~~cash ~~with~~needs, ~~historical~~including ~~practices~~our ability to make cash distributions to shareholders.

~~Treatment~~Normalized Funds From Operations (“Normalized FFO”). Changes in the accounting and reporting rules under GAAP have prompted a significant increase in the amount of ~~Equity~~non-operating items ~~Awards;~~included ~~Employee~~in ~~Stock~~FFO, as defined. Therefore, we use Normalized FFO, which excludes from FFO net change in fair value of derivative financial ~~Purchase~~instruments, ~~Plan~~acceleration of deferred financing costs, net change in fair value of contingent consideration, gain on extinguishment of debt, merger and transaction related expenses, and other normalizing items. Our Normalized FFO computation includes our share of required adjustments from our unconsolidated joint ventures and our use of the term Normalized FFO may not be comparable to that of other real estate companies as they may have different methodologies for computing this amount. Normalized FFO should not be considered as an alternative to net income or loss (computed in accordance with GAAP), as an indicator of our financial performance or of cash flow from operating activities (computed in accordance with GAAP), or as an indicator of our liquidity, nor is it indicative of funds available to fund our cash needs, including its ability to make distributions. Normalized FFO should be reviewed in connection with other GAAP measurements.

Pursuant to the terms and subject to the conditions of the Merger Agreement, as of the Company Merger Effective Time, each outstanding Physicians Realty Trust equity-based award will be treated as follows: (i) each Physicians Realty Trust restricted share that is outstanding as of immediately prior to the Company Merger Effective Time will become fully vested and all restrictions thereon will lapse and be canceled and converted into the right to receive (1) the Merger Consideration, plus (2) the Fractional Share Consideration, plus (3) an amount in cash equal to the unpaid dividends accrued with respect to such Physicians Realty Trust restricted share during the period commencing on the grant date and ending on the closing date of the Mergers; (ii) each award of Physicians Realty Trust performance-vesting restricted stock units that is outstanding as of immediately prior to the Company Merger Effective Time will vest with respect to the number of shares subject to such award that would vest based on maximum level of achievement of the applicable performance goals as of the closing of the Mergers as provided in the individual employment or award agreements, and will be canceled and converted into the right to receive with respect to each such share (1) the Merger Consideration, plus (2) the Fractional Share Consideration, plus (3) an amount in cash equal to the unpaid dividend equivalents accrued with respect to such Physicians Realty Trust time-vesting restricted stock unit during the period commencing on the grant date and ending on the closing date of the Mergers, and (iii) each award of Physicians Realty Trust restricted stock units that is outstanding as of immediately prior to the Company Merger Effective Time will be canceled and converted into the right to receive with respect to each such share of Company Common Stock subject to such Physicians Realty Trust restricted stock unit award, (1) the Merger Consideration, plus (2) the Fractional Share Consideration, plus (3) an amount in cash equal to the unpaid dividend equivalents accrued with respect to such Physicians Realty Trust restricted stock unit during the period commencing on the grant date and ending on the closing date of the Mergers.

~~Prior to the Company Merger Effective Time, the Company will, subject to the consummation of the Mergers, terminate the~~ Physicians Realty Trust Amended and Restated 2015 Employee Stock Purchase Plan (the “ESPP”) effective immediately prior to the Company Merger Effective Time. As soon as practicable following the termination of the ESPP, any funds that remain within the associated accumulated payroll withholding account for each participant will be returned to the applicable participant. With respect to any offering period outstanding under the ESPP, promptly following the execution of the Merger Agreement, each option to purchase shares of Company Common Stock granted pursuant to the ESPP shall be deemed to have been exercised upon the earlier to occur of (A) the day that is four business days prior to the Company Merger Effective Time or (B) the date on which such offering period would otherwise end, and no additional offering periods shall commence under the ESPP after the execution of the Merger Agreement.

~~Certain~~Reconciliation ~~Governance~~of ~~Matters~~Non-GAAP Measures

~~The Merger Agreement provides that five members of the Company’s Board of Trustees~~ (~~the~~in ~~“Company Board Designees”) will be appointed to the Healthpeak Board of Directors (the “Healthpeak Board”) upon the Company Merger Effective Time~~thousands, to ~~serve~~except ~~with~~share ~~the then members of the Healthpeak Board until the next annual meeting of stockholders of Healthpeak~~ and ~~until~~per ~~their successors~~share are elected and qualify. If one or more of the Company Board Designees is unwilling or unable to serve on the Healthpeak Board as of the Company Merger Effective Time, Healthpeak and the Company will mutually agree to identify one or more replacement individual(sdata) to serve on the Healthpeak Board as a Company Board Designee. In connection with the next annual meeting of stockholders of Healthpeak, the Nominating and Corporate Governance Committee of the Healthpeak Board will recommend to the Healthpeak Board the Company Board Designees for election to the Healthpeak Board at such annual meeting of stockholders; provided that at such time each such Company Board Designee satisfies the qualifications to serve on the Healthpeak Board. Immediately following the Mergers, the number of directors constituting the Board of Directors of Healthpeak is expected to be 13.

~~Certain Other Terms and Conditions of the Merger Agreement~~(unaudited)

The Merger Agreement contains customary representations and warranties from each of the Company and Healthpeak. The Company has agreed to customary pre-closing covenants, including covenants to use commercially reasonable efforts to carry on its business in all material respects in the ordinary course, consistent with past practice, and to refrain from taking certain actions without Healthpeak’s consent. Healthpeak has agreed to customary pre-closing covenants, including a more limited set of covenants to refrain from taking certain actions without the Company’s consent and to use commercially reasonable efforts to carry on its business in all material respects in the ordinary course, consistent with past practice. Each party has agreed to additional covenants, including, among others, covenants relating to (i) the Company’s obligation to call a meeting of its shareholders to approve the Company Merger (“Company Shareholder Approval”), (ii) Healthpeak’s obligation to call a meeting of its stockholders to approve the Parent Common Stock Issuance (as defined in the Merger Agreement) and the Parent Charter Amendment (as defined in the Merger Agreement) (“Parent Stockholder Approval”) and (iii) each party’s non-solicitation obligations related to alternative acquisition proposals.

	Three Months Ended December 31, 2023 (Preliminary)						Year Ended December 31, 2023 (Preliminary)
	Low			High			Low			High
Net income	$	4,000		$	11,000		$	40,645		$	47,645
Earnings per share - diluted	$	0.02		$	0.04		$	0.16		$	0.19

Net income	$	4,000		$	11,000		$	40,645		$	47,645
Net income attributable to noncontrolling interests - partially owned properties		(44	)		(54	)		(165	)		(175	)
Depreciation and amortization expense		47,750			47,250			190,987			190,487
Depreciation and amortization expense - partially owned properties		(112	)		(137	)		(522	)		(547	)
Gain on the sale of investment properties, net		—			—			(13	)		(13	)
Proportionate share of unconsolidated joint venture adjustments		2,300			2,200			7,299			7,199
FFO applicable to common shares	$	53,894		$	60,259		$	238,231		$	244,596
Net change in fair value of derivative		516			426			701			611
Merger and transaction-related expense (1)		8,400			6,500			8,400			6,500
Gain on extinguishment of debt		—			—			(1,763	)		(1,763	)
Normalized FFO applicable to common shares	$	62,810		$	67,185		$	245,569		$	249,944

FFO per common share - diluted	$	0.22		$	0.24		$	0.96		$	0.98
Normalized FFO per common share - diluted	$	0.25		$	0.27		$	0.98		$	1.00

Weighted average common shares outstanding - diluted		249,642,987			249,642,987			249,344,713			249,344,713

~~The~~(1) ~~Healthpeak~~During ~~Board~~the ~~and~~year ended December 31, 2023, the Company’s ~~Board of~~recorded ~~Trustees~~merger ~~each~~and ~~have~~transaction-related ~~unanimously~~expense ~~approved~~related to the ~~Merger~~proposed ~~Agreement~~merger with Healthpeak Properties, Inc. ~~The~~(“Healthpeak”), ~~Mergers~~which are ~~expected~~primarily tocomprised ~~close~~of ~~during~~legal, ~~the~~accounting, ~~first~~tax, ~~half~~and ofother ~~2024~~costs incurred prior to year-end.

~~Conditions to the Mergers~~3

~~The~~Item ~~closing~~7.01 ofRegulation ~~the~~FD Mergers is subject to certain conditions, including (i) the Company Shareholder Approval having been obtained; (ii) the Parent Stockholder Approval having been obtained; (iii) the effectiveness of the registration statement on Form S-4 to be filed with the Securities and Exchange Commission (“SEC”) by the parties in connection with the transactions contemplated by the Merger Agreement; (iv) approval for listing on the New York Stock Exchange (“NYSE”) of the shares of Parent Common Stock to be issued in the Mergers or reserved for issuance in connection therewith; (v) no temporary restraining order, preliminary or permanent injunction or other order, decree or judgment being in effect enjoining, preventing, restraining, making illegal or otherwise prohibiting the consummation of the Mergers; (vi) no law having been enacted, issued, entered, promulgated or enforced by any governmental authority and is in effect which would have the effect of enjoining, preventing, restraining, making illegal or otherwise prohibiting the consummation of the Mergers; (vii) accuracy of each party’s representations, subject in most cases to materiality or Material Adverse Effect (as defined in the Merger Agreement) qualifications; (viii) material compliance with each party’s covenants; (ix) absence of a Material Adverse Effect on either Healthpeak or the Company; (x) receipt by each of Healthpeak and the Company of an opinion to the effect that the Company Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”) and (xi) receipt by Healthpeak of an opinion that the Company qualifies as a real estate investment trust (“REIT”) under the Code and receipt by the Company of an opinion that Healthpeak qualifies as a REIT under the CodeDisclosure.

~~Non~~Healthpeak ~~Solicit;~~will ~~Termination;~~host ~~Termination~~a ~~Fees~~conference call and webcast on Friday, February 9, 2024, at 8:00 a.m. Mountain Time (10:00 a.m. Eastern Time) in order to review its financial performance and operating results. John Thomas, the Company’s President and Chief Executive Officer, will join the Healthpeak call.

The Company and Healthpeak have agreed not to (i) solicit, initiate or knowingly encourage or knowingly facilitate any inquiries, indications of interest or the making of any proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal (as defined in the Merger Agreement), (ii) engage in, continue or otherwise participate in any negotiations or discussions concerning, or provide any nonpublic information or data to any third party in connection with, an Acquisition Proposal or Inquiry (as defined in the Merger Agreement), (iii) approve or execute or enter into any letter of intent, agreement in principle, merger agreement, asset purchase or share exchange agreement, option agreement or other similar definitive agreement relating to the consummation of the transactions contemplated by an Acquisition Proposal or (iv) propose or agree to do any of the foregoing. However, prior to obtaining the Parent Stockholder Approval (in the case of Healthpeak) or the Company Shareholder Approval (in the case of the Company), the Company or Healthpeak may engage in discussions or negotiations and provide nonpublic information to a third party which has made an unsolicited written bona fide Acquisition Proposal with respect to such party if such party’s ~~board~~shareholders ofcan ~~directors~~access orthe ~~board~~call ~~of trustees, as applicable, determines~~ in ~~good faith, after consultation with outside legal counsel and financial advisors, that such Acquisition Proposal would reasonably be expected to lead to a Superior Proposal (as defined in~~ the ~~Merger Agreement) or if the failure to do so would reasonably be expected to be inconsistent with~~following ~~its duties under applicable law.~~ways:

~~The~~· ~~Merger Agreement contains certain termination rights for the Company and~~ Healthpeak~~. The Merger Agreement can be terminated by either party (i) by mutual written consent; (ii) if either party~~’s ~~shareholders~~website: fail to approve the applicable matters; (iii) if any governmental authority of competent jurisdiction issues a permanent, non-appealable order, decree, judgment, injunction or law restraining or prohibiting the consummation of the Mergers; (iv) if the Mergers have not been consummated by an outside date of July 31, 2024; (v) if the other party has breached its representations, warranties or covenants in a way that prevents satisfaction of a closing condition, subject to a cure period; (vi) if the other party has issued a change in its board recommendation to its shareholders to vote in favor of the applicable matters; or (vii) if the other party commits a Willful Breach (as defined in the Merger Agreement) of its non-solicitation obligations under the Merger Agreementhttps://ir.healthpeak.com/news-events

~~Upon~~· aWebcast: ~~termination~~https://events.q4inc.com/attendee/292488797. ofJoining ~~the~~via ~~Merger~~webcast ~~Agreement, under~~is ~~certain~~recommended circumstances, (1) the Company will be required to pay a termination fee to Healthpeak equal to $111 million or the maximum amount that can be paid to Healthpeak without causing it to fail to meet its REIT requirement for ~~such~~those ~~year,~~who ~~and (2) Healthpeak~~ will benot ~~required to pay a termination fee to the Company equal to $365 million or the maximum amount that can~~ be ~~paid~~asking ~~to the Company without causing it to fail to meet its REIT requirement for such year~~questions.

~~The~~· ~~Merger~~Telephone: Agreement also provides that a party must pay the other party an expense reimbursement of up to $20 million if the Merger Agreement is terminated because such party’s shareholders fail to approve the applicable matters contemplated by the Merger Agreement. The ~~expense~~participant ~~reimbursement will be~~ dial-in ~~addition~~number tois ~~the~~(800) ~~termination fee if the termination fee later becomes payable~~715-9871.

The foregoing summary of the Merger Agreement is not complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is attached as Exhibit 2.1 to this Current Report on Form 8Forward-KLooking ~~(this “Form 8-K”) and is incorporated by reference in its entirety.~~Statements

~~The~~This ~~representations~~Current Report on Form 8-K may include “forward-looking statements,” ~~warranties~~including but not limited to those regarding the proposed transactions between Physicians Realty Trust and ~~covenants~~Healthpeak within the meaning of ~~each~~the ~~party~~Private ~~set~~Securities ~~forth~~Litigation inReform ~~the~~Act. ~~Merger~~All ~~Agreement~~statements ~~have~~other ~~been~~than ~~made~~statements ~~only~~of ~~for~~historical ~~the~~fact are “forward-looking statements” for purposes of, federal and ~~were~~state ~~and~~securities laws. These forward-looking statements, which are ~~solely~~based ~~for~~on current expectations, estimates and projections about the ~~benefit~~industry and markets in which Healthpeak and Physicians Realty Trust operate and beliefs of and assumptions made by Healthpeak management and Physicians Realty Trust management, involve uncertainties that could significantly affect the financial ~~parties~~or tooperating results of Healthpeak, Physicians Realty Trust or the ~~Merger~~combined ~~Agreement~~company. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “predicts,” “projects,” “forecasts,” “will,” “may,” be“potential,” ~~subject~~“can,” “could,” “should,” “pro forma,” and variations of such words and similar expressions are intended to ~~limitations~~identify ~~agreed~~such ~~upon~~forward-looking statements. bySuch ~~the~~forward-looking ~~contracting~~statements ~~parties~~include, ~~including~~but ~~being~~are ~~qualified~~not bylimited ~~confidential disclosures~~to, ~~made~~statements ~~for~~about the ~~purposes~~benefits of ~~allocating~~the ~~contractual~~proposed ~~risk~~transactions involving ~~between~~Healthpeak ~~the~~and ~~Company~~Physicians Realty Trust, including future financial and ~~Healthpeak~~operating ~~instead~~results, ofplans, ~~establishing~~objectives, ~~these~~expectations ~~matters~~and asintentions. ~~facts~~All statements that address operating performance, events or developments that Healthpeak and ~~may~~Physicians beRealty ~~subject~~Trust expects or anticipates will occur in the future — including statements relating to ~~standards~~creating value for shareholders, benefits of ~~materiality~~the ~~applicable~~proposed transactions to ~~the~~clients, ~~contracting~~tenants, ~~parties~~employees, ~~that~~shareholders ~~differ~~and ~~from~~other ~~those~~constituents ~~applicable~~of tothe ~~investors. Accordingly~~combined company, integrating the ~~representations~~companies, cost savings and ~~warranties~~the ~~may~~expected ~~not~~timetable ~~describe~~for completing the ~~actual~~proposed ~~state~~transactions — are forward-looking statements. These statements are not guarantees of ~~affairs~~future atperformance ~~the~~and ~~date~~involve ~~they~~certain ~~were~~risks, ~~made~~uncertainties orand atassumptions that are difficult to predict. Although Healthpeak and Physicians Realty Trust believe the expectations reflected in any ~~other~~forward-looking statements are based on reasonable assumptions, ~~time~~Healthpeak and Physicians Realty Trust can give no assurance that its expectations will be attained and, therefore, actual outcomes and results ~~investors~~may ~~should~~differ ~~not~~materially ~~rely~~from onwhat ~~them~~is asexpressed ~~statements~~or offorecasted ~~fact~~in such forward-looking statements. InFor ~~addition~~example, ~~such~~these ~~representations~~forward-looking statements ~~and~~could ~~warranties~~be ~~(1) will~~affected ~~not~~by factors including, without limitation, risks associated with the ability to consummate the proposed merger ~~survive~~and ~~consummation~~the timing of the ~~Mergers~~closing of the proposed merger; securing the necessary shareholder approvals and ~~(2) were~~satisfaction ~~made~~of ~~only~~other asclosing conditions to consummate the proposed merger; the occurrence of any event, change or other circumstance that could give rise to the ~~date~~termination of the merger agreement relating to the ~~Merger~~proposed ~~Agreement~~transactions; orthe ~~such~~ability ~~other~~to ~~date~~secure asfavorable isinterest ~~specified~~rates on any borrowings incurred in connection with the ~~Merger~~proposed ~~Agreement.~~transactions; ~~Moreover~~the impact of indebtedness incurred in connection with the proposed transactions; the ability to successfully integrate portfolios, ~~information~~business ~~concerning~~operations, including properties, tenants, property managers and employees; the ~~subject~~ability to ~~matter~~realize anticipated benefits and synergies of the ~~representations~~proposed ~~and~~transactions ~~warranties~~as ~~may~~rapidly ~~change~~or ~~after~~to the extent anticipated by financial analysts ~~date~~or investors; potential liability for a failure to meet regulatory or tax-related requirements, including the maintenance of REIT status; material changes in the ~~Merger~~dividend ~~Agreement,~~rates ~~which~~on ~~subsequent~~securities ~~information~~or ~~may~~the ability to pay dividends on common shares or ~~may~~other ~~not~~securities; bepotential ~~fully~~changes to ~~reflected~~tax legislation; changes in demand for developed properties; adverse changes in the ~~parties’~~financial ~~public~~condition ~~disclosures.~~of joint venture partner(s) or ~~Accordingly,~~major tenants; risks associated with the ~~Merger~~acquisition, ~~Agreement~~development, isexpansion, ~~included~~leasing and management of properties; risks associated with the ~~this~~geographic ~~filing~~concentration ~~only~~of toHealthpeak ~~provide~~or ~~investors~~Physicians Realty Trust; risks associated with ~~information~~the ~~regarding~~industry concentration of tenants; the potential ~~terms~~impact of the ~~Merger~~announcement of the proposed transactions or consummation of the proposed transactions on business relationships, ~~Agreement~~including with clients, tenants, property managers, customers, employees and ~~not~~competitors; risks related to ~~provide~~diverting ~~investors~~the ~~with~~attention ~~any~~of Healthpeak’s ~~factual~~and ~~information~~Physicians ~~regarding~~Realty ~~the~~Trust’s ~~Company~~management from ongoing business operations; unfavorable outcomes of any legal proceedings that have been or may be instituted against Healthpeak, ~~their~~or ~~respective~~Physicians ~~affiliates~~Realty Trust; costs related to uninsured losses, condemnation, or ~~their~~environmental ~~respective~~issues, ~~businesses.~~including ~~The~~risks ~~Merger~~of ~~Agreement~~natural ~~should~~disasters; ~~not~~the beability ~~read~~to ~~alone~~retain key personnel; costs, ~~but~~fees, ~~should~~expenses ~~instead~~and charges related to the proposed transactions and the actual terms of the financings that may be ~~read~~obtained in ~~conjunction~~connection with the ~~other~~proposed transactions; ~~information~~changes ~~regarding~~in ~~the~~local, ~~Company~~national and international financial markets, insurance rates and interest rates; general adverse economic and local real estate conditions; risks related to the market value of shares of Healthpeak, common stock to be issued in the transaction; the inability of major tenants to continue paying their ~~respective~~rent ~~affiliates~~obligations due to bankruptcy, insolvency or a general downturn in their ~~respective~~business; ~~businesses,~~foreign currency ~~the~~exchange ~~Merger~~rates; ~~Agreement~~increases in operating costs and ~~the~~real estate taxes; changes in dividend policy or ability to pay dividends for ~~Mergers~~Healthpeak ~~that~~or ~~will~~Physicians beRealty ~~contained~~Trust common shares; impairment charges; unanticipated changes in, Healthpeak’s or ~~incorporated~~Physicians byRealty Trust’s ~~reference~~intention ~~into,~~or ~~the~~ability ~~Registration~~to ~~Statement~~prepay oncertain ~~Form S~~debt prior to maturity and/or hold certain securities until maturity; pandemics or other health crises, such as coronavirus (COVID-419); ~~that~~and ~~will~~those ~~include~~additional arisks and factors discussed in reports filed with the SEC by ~~joint~~Healthpeak ~~proxy~~and ~~statement/prospectus~~Physicians Realty Trust. Moreover, other risks and uncertainties of which Healthpeak or Physicians Realty Trust are not currently aware may also affect each of the companies’ forward-looking statements and may cause actual results and the ~~Company,~~timing of events to differ materially from those anticipated. The forward-looking statements made in this communication are made only as ~~well~~of the date hereof or as inof the ~~Forms~~dates 10indicated in the forward-Klooking statements, ~~Forms~~even 10if they are subsequently made available by Healthpeak or Physicians Realty Trust on their respective websites or otherwise. Neither Healthpeak nor Physicians Realty Trust undertakes any obligation to update or supplement any forward-Qlooking ~~and~~statements to reflect actual results, new information, future events, changes in its expectations or other ~~filings~~circumstances that ~~each~~exist of after the ~~Company~~date ~~and~~as ~~Healthpeak~~of ~~makes~~which ~~with~~the ~~SEC~~forward-looking statements were made.

~~Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.~~4

OnAdditional ~~October~~Information ~~28,~~About ~~2023,~~ the ~~Company’s~~ ~~Board~~Proposed ofTransaction ~~Trustees approved an amendment~~ and ~~restatement of the Company’s Bylaws to implement a forum selection~~Where ~~bylaw (the “Bylaw Amendment”). The Bylaw Amendment provides that unless the Company consents in writing~~ to ~~the~~Find selection of an alternative forum, the Circuit Court for Baltimore City, Maryland or, if that court does not have jurisdiction, the United States District Court for the District of Maryland, will be the sole and exclusive forum for (a) any Internal Corporate Claim, as such term is defined in the Maryland General Corporation Law, or any successor provision thereof, and any action or proceeding asserting any Internal Corporate Claim, including without limitation (i) any derivative action or proceeding brought on behalf of the Company, other than any action arising under federal securities laws, (ii) any claim, or any action or proceeding asserting a claim, based on an alleged breach of any duty owed by any trustee or officer or other employee of the Company to the Company or to the shareholders of the Company or (iii) any claim, or any action or proceeding asserting a claim, against the Company or any trustee or officer or other employee of the Company arising under or pursuant to any provision of the Maryland REIT Law, the Declaration of Trust of the Company or the Company’s Bylaws or (b) any action or proceeding asserting a claim against the Company or any trustee or officer or other employee of the Company that is governed by the internal affairs doctrine. None of the foregoing claims, or actions or proceedings, may be brought in any court sitting outside the State of Maryland unless the Company consents in writing to such other court.It

~~The~~In ~~Bylaw~~connection ~~Amendment provides~~with ~~that~~the ~~unless~~proposed ~~the~~merger, ~~Company~~on ~~consents~~December 15, in2023, Healthpeak ~~writing~~filed towith the ~~selection~~SEC ofa anregistration ~~alternative~~statement ~~forum~~on Form S-4, ~~the~~which ~~federal~~includes ~~district~~a ~~courts~~document that serves as a prospectus of ~~the~~Healthpeak ~~United~~and ~~States~~a joint proxy statement of ~~America~~Healthpeak ~~will,~~and Physicians Realty Trust (the “joint proxy statement/ prospectus”). Each party also plans to file other relevant documents with the ~~fullest~~SEC ~~extent~~regarding ~~permitted~~the byproposed ~~law~~transaction. The Form S-4 became effective on January 11, 2024. beINVESTORS ~~the~~AND ~~sole~~SECURITY HOLDERS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Healthpeak and ~~exclusive~~Physicians Realty ~~forum~~Trust ~~for~~commenced mailing the ~~resolution~~definitive ofjoint ~~any~~proxy ~~complaint~~statement/prospectus to stockholders on or about January 11, 2024. Investors ~~asserting~~and securityholders may obtain a ~~cause~~free copy of ~~action~~the ~~arising~~joint ~~under~~proxy statement/prospectus and other relevant documents filed by Healthpeak and Physicians Realty Trust with the ~~Securities~~SEC ~~Act~~at ofthe ~~1933,~~SEC’s aswebsite ~~amended~~at www.sec.gov. ~~This~~Copies ~~provision~~of ~~does~~the ~~not~~documents ~~apply~~filed toby ~~claims~~Healthpeak ~~arising~~with ~~under~~the SEC are available free of charge on Healthpeak’s website at www.healthpeak.com or by contacting Healthpeak’s Corporate Secretary at (720) 428-5050. Copies of the ~~Securities~~documents ~~Exchange~~filed ~~Act~~by Physicians Realty Trust with the SEC are available free of ~~1934,~~charge ason ~~amended~~Physicians Realty Trust’s website at www.docreit.com or by contacting Physicians Realty Trust’s Investor Relations at (414) 367-5600.

~~The~~Participants ~~foregoing summary is qualified~~ in ~~its entirety by reference to~~ the ~~Bylaw Amendment, which is filed as Exhibit 3.1 to this Current Report and incorporated herein by reference.~~Solicitation

*Physicians *Realty *Trust *and *Healthpeak and their respective trustees or directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information about trustees and executive officers of Physicians Realty Trust is available in the Physicians Realty Trust proxy statement for its 2023 Annual Meeting, which was filed with the SEC on March 23, 2023. Information about directors and executive officers of Healthpeak is available in the Healthpeak proxy statement for its 2023 Annual Meeting, which was filed with the SEC on March 17, 2023. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials filed with the SEC regarding the proposed transaction. Investors should read the joint proxy statement/prospectus carefully before making any voting or investment decisions. Investors may obtain free copies of these documents from Physicians Realty Trust and Healthpeak as indicated above.

~~FORWARD-LOOKING~~No ~~STATEMENTS~~Offer or Solicitation

This ~~Current~~communication ~~Report~~is may include “forward-looking statements,” including but not limited to those regarding the proposed transactions between Physicians Realty Trust and Healthpeak within the meaning of the Private Securities Litigation Reform Act. All statements other than statements of historical fact are “forward-looking statements” for informational purposes ofonly ~~federal~~ and ~~state~~is ~~securities laws. These~~neither ~~forward-looking~~an ~~statements,~~offer which are based on current expectations, estimates and projections about the industry and markets in which Healthpeak and Physicians Realty Trust operate and beliefs of and assumptions made by Healthpeak management and Physicians Realty Trust management, involve uncertainties that could significantly affect the financial or operating results of Healthpeak, Physicians Realty Trust or the combined company. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “predicts,” “projects,” “forecasts,” “will,” “may,” “potential,” “can,” “could,” “should,” “pro forma,” and variations of such words and similar expressions are intended to ~~identify such forward-looking statements. Such forward-looking statements include~~purchase, ~~but~~nor ~~are~~a ~~not~~solicitation ~~limited to, statements about the benefits~~ of ~~the~~an ~~proposed~~offer transactions involving Healthpeak and Physicians Realty Trust, including future financial and operating results, plans, objectives, expectations and intentions. All statements that address operating performance, events or developments that Healthpeak and Physicians Realty Trust expects or anticipates will occur in the future — including statements relating to ~~creating value for shareholders~~sell, benefits of the proposed transactions to clients, tenants, employees, shareholders and other constituents of the combined company, integrating the companies, cost savings and the expected timetable for completing the proposed transactions — are forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. Although Healthpeak and Physicians Realty Trust believe the expectations reflected in any ~~forward-looking~~securities statements are based on reasonable assumptions, Healthpeak and Physicians Realty Trust can give no assurance that its expectations will be attained and, therefore, actual outcomes and results may differ materially from what is expressed or ~~forecasted in such forward-looking statements. For example, these forward-looking statements could be affected by factors including, without limitation, risks associated with~~ the ~~ability~~ tosolicitation ~~consummate the proposed merger and the timing~~ of ~~the closing of the proposed merger; securing the necessary shareholder approvals and satisfaction of other closing conditions to consummate the proposed merger; the occurrence of~~ any ~~event,~~vote ~~change~~in ~~or other circumstance that could give rise to the termination of the merger agreement relating to the proposed transactions; the ability to secure favorable interest rates on~~ any ~~borrowings~~jurisdiction ~~incurred in connection with the proposed transactions; the impact of~~pursuant ~~indebtedness incurred in connection with the proposed transactions; the ability~~ to ~~successfully integrate portfolios, business operations, including properties, tenants, property managers and employees;~~ the ~~ability to realize anticipated benefits and synergies of the~~ proposed ~~transactions~~transaction ~~as rapidly~~ or ~~to the extent anticipated by financial analysts or investors; potential liability for a failure to meet regulatory or tax-related requirements~~otherwise, ~~including~~nor ~~the~~shall ~~maintenance~~there ofbe REIT status; material changes in the dividend rates on securities or the ability to pay dividends on common shares or other securities; potential changes to tax legislation; changes in demand for developed properties; adverse changes in the financial condition of joint venture partner(s) or major tenants; risks associated with the acquisition, development, expansion, leasing and management of properties; risks associated with the geographic concentration of Healthpeak or Physicians Realty Trust; risks associated with the industry concentration of tenants; the potential impact of the announcement of the proposed transactions or consummation of the proposed transactions on business relationships, including with clients, tenants, property managers, customers, employees and competitors; risks related to diverting the attention of Healthpeak’s and Physicians Realty Trust’s management from ongoing business operations; unfavorable outcomes of any ~~legal proceedings that have been or may be instituted against Healthpeak or Physicians Realty Trust; costs related to uninsured losses~~sale, ~~condemnation,~~issuance or ~~environmental~~transfer ~~issues, including risks~~ of ~~natural disasters;~~securities ~~the ability to retain key personnel; costs, fees, expenses and charges related to the proposed transactions and the actual terms of the financings that may be obtained~~ in ~~connection~~any ~~with~~jurisdiction ~~the proposed transactions; changes~~ in ~~local, national and~~contravention ~~international~~of ~~financial~~applicable ~~markets,~~law. ~~insurance~~No ~~rates~~offer ~~and interest rates; general adverse economic and local real estate conditions; risks related to the market value~~ of ~~shares~~securities ofshall ~~Healthpeak common stock to~~ be ~~issued~~made inexcept ~~the~~by ~~transaction;~~means ~~the inability~~ of ~~major tenants to continue paying their rent obligations due to bankruptcy, insolvency or~~ a ~~general~~prospectus ~~downturn~~meeting in their business; foreign currency exchange rates; increases in operating costs and real estate taxes; changes in dividend policy or ability to pay dividends for Healthpeak or Physicians Realty Trust common shares; impairment charges; unanticipated changes in Healthpeak’s or Physicians Realty Trust’s intention or ability to prepay certain debt prior to maturity and/or hold certain securities until maturity; pandemics or other health crises, such as coronavirus (COVID-19); and those additional risks and factors discussed in reports filed with the ~~SEC~~requirements ~~by Healthpeak and Physicians Realty Trust. Moreover, other risks and uncertainties~~ of ~~which~~Section 10 ~~Healthpeak or Physicians Realty Trust are not currently aware may also affect each~~ of ~~the companies’~~ ~~forward-looking statements and may cause actual results and~~ the ~~timing~~Securities ofAct ~~events to differ materially from those anticipated. The forward-looking statements made in this communication are made only as~~ of ~~the date hereof or as of the dates indicated in the forward-looking statements~~1933, even if they are subsequently made available by Healthpeak or Physicians Realty Trust on their respective websites or otherwise. Neither Healthpeak nor Physicians Realty Trust undertakes any obligation to update or supplement any forward-looking statements to reflect actual results, new information, future events, changes in its expectations or other circumstances that exist after the date as ~~of which the forward-looking statements were made~~amended.

~~ADDITIONAL INFORMATION AND WHERE TO FIND IT~~5

In connection with the proposed transaction, Healthpeak and Physicians Realty Trust will file with the SEC a registration statement on Form S-4 containing a joint proxy statement/prospectus and other documents regarding the proposed transaction. The joint proxy statement/prospectus will contain important information about the proposed transaction and related matters.SIGNATURES

~~SHAREHOLDERS~~Pursuant ~~ARE~~to ~~URGED~~the ~~AND~~requirements ~~ADVISED~~of TOthe ~~READ THE JOINT PROXY STATEMENT/PROSPECTUS~~Securities ~~(INCLUDING~~Exchange ~~ALL~~Act ~~AMENDMENTS~~of ~~AND~~1934, ~~SUPPLEMENTS~~the ~~THERETO)~~registrant ~~AND~~has ~~OTHER~~duly ~~RELEVANT~~caused ~~DOCUMENTS~~this ~~FILED~~report ~~WITH~~to ~~THE~~be ~~SEC~~signed ~~CAREFULLY~~on IFits ~~AND~~behalf ~~WHEN~~by ~~THEY~~the ~~BECOME~~undersigned ~~AVAILABLE BECAUSE~~hereunto ~~THEY~~duly ~~WILL CONTAIN IMPORTANT INFORMATION ABOUT HEALTHPEAK, PHYSICIANS REALTY TRUST AND THE PROPOSED TRANSACTION~~authorized.

Investors and security holders of Healthpeak and Physicians Realty Trust will be able to obtain free copies of the registration statement, the joint proxy statement/prospectus and other relevant documents filed by Healthpeak and Physicians Realty Trust with the SEC through the website maintained by the SEC at www.sec.gov. Copies of the documents filed by Healthpeak with the SEC are also available on Healthpeak’s website at www.healthpeak.com, and copies of the documents filed by Physicians Realty Trust with the SEC are available on Physicians Realty Trust’s website at www.docreit.com.

Date:	February 7, 2024		PHYSICIANS REALTY TRUST


		By:	/s/ John T. Thomas
			John T. Thomas
			President and Chief Executive Officer

~~PARTICIPANTS IN THE SOLICITATION~~6

Healthpeak, Physicians Realty Trust and their respective directors, trustees and executive officers may be deemed to be participants in the solicitation of proxies from Healthpeak’s and Physicians Realty Trust’s shareholders in respect of the proposed transaction. Information regarding Healthpeak’s directors and executive officers can be found in Healthpeak’s definitive proxy statement filed with the SEC on March 17, 2023. Information regarding Physicians Realty Trust’s trustees and executive officers can be found in Physicians Realty Trust’s definitive proxy statement filed with the SEC on March 23, 2023.

Additional information regarding the interests of such potential participants will be included in the joint proxy statement/prospectus and other relevant documents filed with the SEC in connection with the proposed transaction if and when they become available. These documents are available on the SEC’s website and from Healthpeak and Physicians Realty Trust, as applicable, using the sources indicated above.

NO OFFER OR SOLICITATION

This communication is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, any securities or the solicitation of any vote in any jurisdiction pursuant to the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
2.1		Agreement and Plan of Merger dated as of October 29, 2023 among Healthpeak Properties, Inc., Alpine Sub, LLC, Alpine OP Sub, LLC, Physicians Realty Trust and Physicians Realty L.P.*.
3.1		Amended and Restated Bylaws of Physicians Realty Trust.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby undertakes to furnish supplementally copies of any of the omitted schedules upon request by the Securities and Exchange Commission. The Company may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedules so furnished or in accordance with Item 601(a)(5) of Regulation S-K.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:	October 30, 2023	PHYSICIANS REALTY TRUST
		By:	/s/ John T. Thomas
			John T. Thomas
			President and Chief Executive Officer

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