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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): January 7, 2026 (January 5, 2026)
Healthcare Realty Trust Incorporated
(Exact name of registrant as specified in its charter) | | | | | | | | | | | | | | | | | | | | | | | |
| Maryland | | 001-35568 | | 20-4738467 | |
| (State or other jurisdiction of incorporation or organization) | | (Commission File Number) | | (I.R.S. Employer Identification No.) | |
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| 3310 West End Avenue, Suite 700 | Nashville, | Tennessee | 37203 | | | | (615) | 269-8175 | | | |
| (Address of Principal Executive Office and Zip Code) | | | (Registrant’s telephone number, including area code) | | |
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www.healthcarerealty.com |
| (Internet address) |
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act: | | | | | | | | | | | | | | |
| Title of each class | | Trading symbol(s) | | Name of each exchange on which registered |
| Class A Common Stock, $0.01 par value per share | | HR | | New York Stock Exchange |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: | | | | | |
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter): 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. ☐
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Appointment of Executive Vice President and Chief Financial Officer
The Board of Directors of Healthcare Realty Trust Incorporated (the “Company”) has appointed Daniel Gabbay to serve as the Company’s Executive Vice President and Chief Financial Officer effective January 12, 2026.
Mr. Gabbay, age 46, served as a Managing Director in the Real Estate Investment Banking Group of RBC Capital Markets (“RBC”), with primary coverage responsibility of the healthcare REIT sector. Prior to joining RBC, he served as a Managing Director in the Real Estate Investment Banking Group at Barclays. He began his career at Lehman Brothers in 2001. Mr. Gabbay holds a Masters in Business Administration from Harvard Business School, a Bachelor of Science from The Wharton School and a Bachelor of Arts from the University of Pennsylvania.
There is no arrangement or understanding between Mr. Gabbay and any other person pursuant to which Mr. Gabbay was selected as the Company’s Chief Financial Officer. Mr. Gabbay has no family relationships with any director, executive officer or person nominated or chosen by the Company to become a director or executive officer of the Company. Mr. Gabbay is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
The Company has entered into an employment agreement with Mr. Gabbay governing his employment as its Executive Vice President and Chief Financial Officer (the “Employment Agreement”). The Employment Agreement provides that Mr. Gabbay will receive an initial base salary of $500,000 per year and an annual cash incentive opportunity at a target of $625,000, which for 2026 shall be paid in an amount not less than target performance value. For 2026, Mr. Gabbay will receive equity incentive awards with a target value of $1,375,000, which will consist of performance-based equity and time-based restricted stock. In connection with his appointment, Mr. Gabbay will also receive a one-time make-whole restricted stock award with an aggregate grant date value of $2,750,000 which will vest ratably over a period of four years. Mr. Gabbay will also be entitled to relocation benefits having a value of $300,000 and will be eligible to participate in employee benefit plans and programs provided by the Company to other employees and executive officers.
The employment agreement may be terminated for a variety of reasons, including: for cause, not for cause, voluntarily by the officer, death, or following a change in control. In all cases, Mr. Gabbay would receive all accrued salary, bonus compensation that has been awarded but not yet paid, benefits under plans of the Company, including defined contribution or health and welfare plans, accrued vacation pay and reimbursement of appropriate business expenses.
In the case of a termination other than for cause, Mr. Gabbay would receive full vesting of any equity awards and severance compensation equal to two times his base salary and his average bonus for the last two years.
In the event that Mr. Gabbay’s employment agreement is terminated in connection with a “change-in-control”, he would receive full vesting of any equity awards and severance compensation equal to 2.5 times his base salary and his average bonus for the last two years.
The Company has agreed to indemnify Mr. Gabbay for certain liabilities arising from actions taken within the scope of his employment. The employment agreement is expected to contain restrictive covenants pursuant to which Mr. Gabbay will agree not to compete with the Company while he is employed and for a period of one year following a termination upon a change in control or a termination other than for cause.
Departure of Executive Vice President and Chief Financial Officer
On January 5, 2026, the Company and Austen B. Helfrich determined that Mr. Helfrich would depart from his position as Executive Vice President and Chief Financial Officer of the Company, effective January 12, 2026. Mr. Helfrich’s separation from the Company is not a result of any disagreement with other members of the Company’s management or the Company’s external auditor.
Mr. Helfrich’s separation is governed pursuant to the “termination other than for cause” provisions of his employment agreement with the Company, as amended, a copy of which previously has been filed with the Securities and Exchange Commission (the “SEC”). Subject to Mr. Helfrich’s execution and non-revocation of a release agreement, he will receive severance compensation and accelerated vesting of equity awards in accordance with the terms of his employment agreement. The Company expects to record a charge of approximately $5 million for the quarter ended March 31, 2026 in connection with Mr. Helfrich’s separation.
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| Item 7.01 | Regulation FD Disclosure. |
On January 7, 2026, the Company issued a press release announcing the changes described above. A copy of the press release is furnished herewith as Exhibit 99.1. The information in Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liabilities under that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall expressly set forth by specific reference in such filing.
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| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits. | | | | | |
| 99.1 | | |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. | | | | | | | | | | | |
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| | Healthcare Realty Trust Incorporated | |
| Date: January 7, 2026 | By: | /s/ Peter A. Scott | |
| | | Name: Peter A. Scott | |
| | | Title: President and Chief Executive Officer | |
News Release
HEALTHCARE REALTY TRUST ANNOUNCES CHIEF FINANCIAL OFFICER TRANSITION
NASHVILLE, Tennessee, January 7, 2026 - Healthcare Realty Trust Incorporated (NYSE:HR) (“Healthcare Realty” or the “Company”) today announced the appointment of Daniel Gabbay as Executive Vice President and Chief Financial Officer (“CFO”). He will be based at the Company’s Nashville headquarters and assume his new role on January 12, 2026.
Since 2024, Mr. Gabbay served as a Managing Director in the Real Estate Investment Banking Group of RBC Capital Markets (“RBC”), with primary coverage responsibility of the healthcare REIT sector. Prior to joining RBC, he served as a Managing Director in the Real Estate Investment Banking Group at Barclays. During his nearly 20-year career in investment banking, Dan has provided advisory and capital markets services to clients across the real estate industry. Most recently, he advised Sonida Senior Living, Inc. on its announced $3 billion combination with CNL Healthcare Properties, Inc. and prior to that advised Healthpeak Properties, Inc. on its $5 billion strategic merger with Physicians Realty Trust. Mr. Gabbay holds a Masters in Business Administration from Harvard Business School, a Bachelor of Science from The Wharton School and a Bachelor of Arts from the University of Pennsylvania. He began his career at Lehman Brothers in 2001.
“I am incredibly excited to welcome Dan to Healthcare Realty,” said Peter Scott, President and CEO. “I have known and worked closely with Dan for over two decades, and he has a proven track record of leadership and success throughout his career. Dan brings an exceptional blend of strategic insight, analytical rigor, and capital markets expertise, not to mention deep experience in our sector. I look forward to working closely with him as part of our senior leadership team going forward.”
Commenting on his appointment, Mr. Gabbay said, “I am honored by the opportunity to serve as Healthcare Realty’s CFO and excited to get started. I look forward to working with the talented team at Healthcare Realty as we continue to execute upon the strategic vision which Pete and the Board laid out last year. As the leading pure-play outpatient medical REIT, Healthcare Realty has the best-in-class platform to capitalize on favorable industry trends.”
In addition, the Company has announced that Austen Helfrich, who has served as CFO since October 2024, will be departing to pursue new business opportunities.
“Since joining the Company in 2019, Austen made significant contributions across the organization. I am grateful for his partnership and strong financial leadership during a critical time for Healthcare Realty. On behalf of the Company and our Board of Directors, I sincerely thank Austen for his service and wish him well in his future endeavors,” said Peter Scott.
There is no change to the Company’s previously issued 2025 Normalized FFO guidance, which was increased as part of reported third quarter 2025 financial results.
About Healthcare Realty
Healthcare Realty Trust Incorporated (NYSE:HR) is the largest, pure-play owner, operator and developer of medical outpatient buildings in the United States. Additional information regarding the Company can be found at www.healthcarerealty.com.
Investor Contact:
Ron Hubbard
Vice President, Investor Relations
P: 615.269.8290
Forward-Looking Statements
This press release contains certain forward-looking statements with respect to the Company. Forward-looking statements are statements that are not descriptions of historical facts and include statements regarding management’s intentions, beliefs, expectations, plans or predictions of the future, within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Because such statements include risks, uncertainties and contingencies, actual results may differ materially and in adverse ways from those expressed or implied by such forward-looking statements. Additional information concerning the Company and its business, including additional factors that could materially and adversely affect the Company’s financial results, include, without limitation, the risks described under Part I, Item 1A - Risk Factors, in the Company’s 2024 Annual Report on Form 10-K and in its other filings with the SEC.
