SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 2)*


Healthcare Realty Trust Inc
(Name of Issuer)


Class A Common Stock, $0.01 par value per share
(Title of Class of Securities)


42226K105
(CUSIP Number)


JEFFREY C. SMITH
STARBOARD VALUE LP, 777 Third Avenue, 18th Floor
New York, NY, 10017
212-845-7977


ANDREW FREEDMAN, ESQ.
OLSHAN FROME WOLOSKY LLP, 1325 Avenue of the Americas
New York, NY, 10019
212-451-2300


MEAGAN REDA, ESQ.
OLSHAN FROME WOLOSKY LLP, 1325 Avenue of the Americas
New York, NY, 10019
212-451-2300
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
09/23/2025
(Date of Event Which Requires Filing of This Statement)


If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).




SCHEDULE 13D/A
CUSIP No.
42226K105


1 Name of reporting person

Starboard Value LP
2 Check the appropriate box if a member of a Group (See Instructions)

☐  (a)
☐  (b)
3SEC use only
4 Source of funds (See Instructions)

OO
5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

☐
6 Citizenship or place of organization

DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
7 Sole Voting Power: 14,492,496.00
8 Shared Voting Power: 0.00
9 Sole Dispositive Power: 14,492,496.00
10 Shared Dispositive Power: 0.00
11 Aggregate amount beneficially owned by each reporting person

14,492,496.00
12 Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

☐
13 Percent of class represented by amount in Row (11)

4.1 %
14 Type of Reporting Person (See Instructions)

PN



SCHEDULE 13D/A
CUSIP No.
42226K105


1 Name of reporting person

STARBOARD VALUE & OPPORTUNITY MASTER FUND LTD
2 Check the appropriate box if a member of a Group (See Instructions)

☐  (a)
☐  (b)
3SEC use only
4 Source of funds (See Instructions)

WC
5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

☐
6 Citizenship or place of organization

CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
7 Sole Voting Power: 8,007,983.00
8 Shared Voting Power: 0.00
9 Sole Dispositive Power: 8,007,983.00
10 Shared Dispositive Power: 0.00
11 Aggregate amount beneficially owned by each reporting person

8,007,983.00
12 Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

☐
13 Percent of class represented by amount in Row (11)

2.3 %
14 Type of Reporting Person (See Instructions)

CO



SCHEDULE 13D/A
CUSIP No.
42226K105


1 Name of reporting person

STARBOARD VALUE & OPPORTUNITY S LLC
2 Check the appropriate box if a member of a Group (See Instructions)

☐  (a)
☐  (b)
3SEC use only
4 Source of funds (See Instructions)

WC
5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

☐
6 Citizenship or place of organization

DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
7 Sole Voting Power: 1,158,671.00
8 Shared Voting Power: 0.00
9 Sole Dispositive Power: 1,158,671.00
10 Shared Dispositive Power: 0.00
11 Aggregate amount beneficially owned by each reporting person

1,158,671.00
12 Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

☐
13 Percent of class represented by amount in Row (11)

0.3 %
14 Type of Reporting Person (See Instructions)

OO



SCHEDULE 13D/A
CUSIP No.
42226K105


1 Name of reporting person

Starboard Value & Opportunity C LP
2 Check the appropriate box if a member of a Group (See Instructions)

☐  (a)
☐  (b)
3SEC use only
4 Source of funds (See Instructions)

5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

☐
6 Citizenship or place of organization

DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
7 Sole Voting Power: 0.00
8 Shared Voting Power: 0.00
9 Sole Dispositive Power: 0.00
10 Shared Dispositive Power: 0.00
11 Aggregate amount beneficially owned by each reporting person

0.00
12 Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

☐
13 Percent of class represented by amount in Row (11)

0 %
14 Type of Reporting Person (See Instructions)

PN



SCHEDULE 13D/A
CUSIP No.
42226K105


1 Name of reporting person

Starboard Value R LP
2 Check the appropriate box if a member of a Group (See Instructions)

☐  (a)
☐  (b)
3SEC use only
4 Source of funds (See Instructions)

5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

☐
6 Citizenship or place of organization

DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
7 Sole Voting Power: 0.00
8 Shared Voting Power: 0.00
9 Sole Dispositive Power: 0.00
10 Shared Dispositive Power: 0.00
11 Aggregate amount beneficially owned by each reporting person

0.00
12 Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

☐
13 Percent of class represented by amount in Row (11)

0 %
14 Type of Reporting Person (See Instructions)

PN



SCHEDULE 13D/A
CUSIP No.
42226K105


1 Name of reporting person

Starboard Value & Opportunity Master Fund L LP
2 Check the appropriate box if a member of a Group (See Instructions)

☐  (a)
☐  (b)
3SEC use only
4 Source of funds (See Instructions)

WC
5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

☐
6 Citizenship or place of organization

CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
7 Sole Voting Power: 485,662.00
8 Shared Voting Power: 0.00
9 Sole Dispositive Power: 485,662.00
10 Shared Dispositive Power: 0.00
11 Aggregate amount beneficially owned by each reporting person

485,662.00
12 Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

☐
13 Percent of class represented by amount in Row (11)

0.1 %
14 Type of Reporting Person (See Instructions)

PN



SCHEDULE 13D/A
CUSIP No.
42226K105


1 Name of reporting person

Starboard Value L LP
2 Check the appropriate box if a member of a Group (See Instructions)

☐  (a)
☐  (b)
3SEC use only
4 Source of funds (See Instructions)

OO
5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

☐
6 Citizenship or place of organization

DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
7 Sole Voting Power: 485,662.00
8 Shared Voting Power: 0.00
9 Sole Dispositive Power: 485,662.00
10 Shared Dispositive Power: 0.00
11 Aggregate amount beneficially owned by each reporting person

485,662.00
12 Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

☐
13 Percent of class represented by amount in Row (11)

0.1 %
14 Type of Reporting Person (See Instructions)

PN



SCHEDULE 13D/A
CUSIP No.
42226K105


1 Name of reporting person

Starboard Value R GP LLC
2 Check the appropriate box if a member of a Group (See Instructions)

☐  (a)
☐  (b)
3SEC use only
4 Source of funds (See Instructions)

OO
5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

☐
6 Citizenship or place of organization

DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
7 Sole Voting Power: 485,662.00
8 Shared Voting Power: 0.00
9 Sole Dispositive Power: 485,662.00
10 Shared Dispositive Power: 0.00
11 Aggregate amount beneficially owned by each reporting person

485,662.00
12 Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

☐
13 Percent of class represented by amount in Row (11)

0.1 %
14 Type of Reporting Person (See Instructions)

OO



SCHEDULE 13D/A
CUSIP No.
42226K105


1 Name of reporting person

Starboard X Master Fund Ltd
2 Check the appropriate box if a member of a Group (See Instructions)

☐  (a)
☐  (b)
3SEC use only
4 Source of funds (See Instructions)

WC
5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

☐
6 Citizenship or place of organization

CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
7 Sole Voting Power: 2,976,770.00
8 Shared Voting Power: 0.00
9 Sole Dispositive Power: 2,976,770.00
10 Shared Dispositive Power: 0.00
11 Aggregate amount beneficially owned by each reporting person

2,976,770.00
12 Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

☐
13 Percent of class represented by amount in Row (11)

0.8 %
14 Type of Reporting Person (See Instructions)

CO



SCHEDULE 13D/A
CUSIP No.
42226K105


1 Name of reporting person

Starboard Value GP LLC
2 Check the appropriate box if a member of a Group (See Instructions)

☐  (a)
☐  (b)
3SEC use only
4 Source of funds (See Instructions)

OO
5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

☐
6 Citizenship or place of organization

DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
7 Sole Voting Power: 14,492,496.00
8 Shared Voting Power: 0.00
9 Sole Dispositive Power: 14,492,496.00
10 Shared Dispositive Power: 0.00
11 Aggregate amount beneficially owned by each reporting person

14,492,496.00
12 Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

☐
13 Percent of class represented by amount in Row (11)

4.1 %
14 Type of Reporting Person (See Instructions)

OO



SCHEDULE 13D/A
CUSIP No.
42226K105


1 Name of reporting person

Starboard Principal Co LP
2 Check the appropriate box if a member of a Group (See Instructions)

☐  (a)
☐  (b)
3SEC use only
4 Source of funds (See Instructions)

OO
5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

☐
6 Citizenship or place of organization

DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
7 Sole Voting Power: 14,492,496.00
8 Shared Voting Power: 0.00
9 Sole Dispositive Power: 14,492,496.00
10 Shared Dispositive Power: 0.00
11 Aggregate amount beneficially owned by each reporting person

14,492,496.00
12 Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

☐
13 Percent of class represented by amount in Row (11)

4.1 %
14 Type of Reporting Person (See Instructions)

PN



SCHEDULE 13D/A
CUSIP No.
42226K105


1 Name of reporting person

Starboard Principal Co GP LLC
2 Check the appropriate box if a member of a Group (See Instructions)

☐  (a)
☐  (b)
3SEC use only
4 Source of funds (See Instructions)

OO
5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

☐
6 Citizenship or place of organization

DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
7 Sole Voting Power: 14,492,496.00
8 Shared Voting Power: 0.00
9 Sole Dispositive Power: 14,492,496.00
10 Shared Dispositive Power: 0.00
11 Aggregate amount beneficially owned by each reporting person

14,492,496.00
12 Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

☐
13 Percent of class represented by amount in Row (11)

4.1 %
14 Type of Reporting Person (See Instructions)

OO



SCHEDULE 13D/A
CUSIP No.
42226K105


1 Name of reporting person

Smith Jeffrey C
2 Check the appropriate box if a member of a Group (See Instructions)

☐  (a)
☐  (b)
3SEC use only
4 Source of funds (See Instructions)

OO
5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

☐
6 Citizenship or place of organization

UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
7 Sole Voting Power: 0.00
8 Shared Voting Power: 14,492,496.00
9 Sole Dispositive Power: 0.00
10 Shared Dispositive Power: 14,492,496.00
11 Aggregate amount beneficially owned by each reporting person

14,492,496.00
12 Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

☐
13 Percent of class represented by amount in Row (11)

4.1 %
14 Type of Reporting Person (See Instructions)

IN



SCHEDULE 13D/A
CUSIP No.
42226K105


1 Name of reporting person

Feld Peter A
2 Check the appropriate box if a member of a Group (See Instructions)

☐  (a)
☐  (b)
3SEC use only
4 Source of funds (See Instructions)

OO
5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

☐
6 Citizenship or place of organization

UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
7 Sole Voting Power: 0.00
8 Shared Voting Power: 14,492,496.00
9 Sole Dispositive Power: 0.00
10 Shared Dispositive Power: 14,492,496.00
11 Aggregate amount beneficially owned by each reporting person

14,492,496.00
12 Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

☐
13 Percent of class represented by amount in Row (11)

4.1 %
14 Type of Reporting Person (See Instructions)

IN




SCHEDULE 13D/A

Item 1.Security and Issuer
(a) Title of Class of Securities:

Class A Common Stock, $0.01 par value per share
(b) Name of Issuer:

Healthcare Realty Trust Inc
(c) Address of Issuer's Principal Executive Offices:

3310 WEST END AVENUE, SUITE 700, NASHVILLE, TENNESSEE , 37203.
Item 1 Comment: The following constitutes Amendment No. 2 to the Schedule 13D filed by the undersigned ("Amendment No. 2"). This Amendment No. 2 amends the Schedule 13D as specifically set forth herein. Unless otherwise defined herein, all capitalized terms used herein shall have the meanings given to them in the Schedule 13D.
Item 3.Source and Amount of Funds or Other Consideration
 
Item 3 is hereby amended and restated to read as follows: The securities of the Issuer purchased by each of Starboard V&O Fund, Starboard S LLC, Starboard L Master, Starboard X Master and held in the Starboard Value LP Account were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted. The aggregate purchase price of the 8,007,983 Shares beneficially owned by Starboard V&O Fund is approximately $131,335,340, excluding brokerage commissions. The aggregate purchase price of the 1,158,671 Shares beneficially owned by Starboard S LLC is approximately $19,016,386, excluding brokerage commissions. The aggregate purchase price of the 485,662 Shares beneficially owned by Starboard L Master is approximately $7,963,596, excluding brokerage commissions. The aggregate purchase price of the 2,976,770 Shares beneficially owned by Starboard X Master is approximately $48,949,159, excluding brokerage commissions. The aggregate purchase price of the 1,863,410 Shares held in the Starboard Value LP Account is approximately $32,170,068, excluding brokerage commissions.
Item 5.Interest in Securities of the Issuer
(a)
Item 5(a) is hereby amended and restated to read as follows: The percentages used in this Schedule 13D are based upon 351,606,597 Shares outstanding, as of July 25, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 1, 2025. See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of Shares and percentage of the Shares beneficially owned by each of the Reporting Persons. The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.
(b)
Item 5(b) is hereby amended and restated to read as follows: See rows (7) through (10) of the cover pages to this Schedule 13D for the number of Shares as to which each Reporting Person has the sole or shared power to vote or direct the vote and the sole or shared power to dispose or to direct the disposition.
(c)
Item 5(c) is hereby amended and restated to read as follows: Information concerning transactions in the securities of the Issuer effected by the Reporting Persons during the past sixty days is set forth in Exhibit 1 attached hereto and is incorporated herein by reference. Except as otherwise noted, all of the transactions in the securities of the Issuer listed therein were effected in the open market through various brokerage entities.
(e)
Item 5(e) is hereby amended and restated to read as follows: As of September 23, 2025, the Reporting Persons ceased to beneficially own more than 5% of the outstanding Shares of the Issuer.
Item 6.Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
 
Item 6 is hereby amended to add the following: As previously disclosed, Starboard V&O Fund entered into forward purchase contracts with Bank of America as the counterparty providing for the purchase of an aggregate of 4,826,156 Shares (the "BA Forward Contracts"). The BA Forward Contracts had a final valuation date of November 10, 2025, however, Starboard V&O Fund had the ability to elect early settlement after serving notice to the counterparty of such intention at least two scheduled trading days in advance of the desired early final valuation date. Starboard V&O Fund exercised the BA Forward Contracts and thereby acquired 4,826,156 Shares. Accordingly, Starboard V&O Fund is no longer a party to the BA Forward Contracts.
Item 7.Material to be Filed as Exhibits.
 
Item 7 is hereby amended to add the following exhibit: 1 - Transactions in the Securities.

    SIGNATURE 
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 
Starboard Value LP
 Signature:/s/ Lindsey Cara
 Name/Title:Lindsey Cara, Authorized Signatory of Starboard Value GP LLC, its general partner
 Date:09/25/2025
 
STARBOARD VALUE & OPPORTUNITY MASTER FUND LTD
 Signature:/s/ Lindsey Cara
 Name/Title:Lindsey Cara, Authorized Signatory of Starboard Value LP, its investment manager
 Date:09/25/2025
 
STARBOARD VALUE & OPPORTUNITY S LLC
 Signature:/s/ Lindsey Cara
 Name/Title:Lindsey Cara, Authorized Signatory of Starboard Value LP, its manager
 Date:09/25/2025
 
Starboard Value & Opportunity C LP
 Signature:/s/ Lindsey Cara
 Name/Title:Lindsey Cara, Authorized Signatory of Starboard Value R LP, its general partner
 Date:09/25/2025
 
Starboard Value R LP
 Signature:/s/ Lindsey Cara
 Name/Title:Lindsey Cara, Authorized Signatory of Starboard Value R GP LLC, its general partner
 Date:09/25/2025
 
Starboard Value & Opportunity Master Fund L LP
 Signature:/s/ Lindsey Cara
 Name/Title:Lindsey Cara, Authorized Signatory of Starboard Value L LP, its general partner
 Date:09/25/2025
 
Starboard Value L LP
 Signature:/s/ Lindsey Cara
 Name/Title:Lindsey Cara, Authorized Signatory of Starboard Value R GP LLC, its general partner
 Date:09/25/2025
 
Starboard Value R GP LLC
 Signature:/s/ Lindsey Cara
 Name/Title:Lindsey Cara, Authorized Signatory
 Date:09/25/2025
 
Starboard X Master Fund Ltd
 Signature:/s/ Lindsey Cara
 Name/Title:Lindsey Cara, Authorized Signatory of Starboard Value LP, its investment manager
 Date:09/25/2025
 
Starboard Value GP LLC
 Signature:/s/ Lindsey Cara
 Name/Title:Lindsey Cara, Authorized Signatory of Starboard Principal Co LP, its member
 Date:09/25/2025
 
Starboard Principal Co LP
 Signature:/s/ Lindsey Cara
 Name/Title:Lindsey Cara, Authorized Signatory of Starboard Principal Co GP LLC, its general partner
 Date:09/25/2025
 
Starboard Principal Co GP LLC
 Signature:/s/ Lindsey Cara
 Name/Title:Lindsey Cara, Authorized Signatory
 Date:09/25/2025
 
Smith Jeffrey C
 Signature:/s/ Lindsey Cara
 Name/Title:Lindsey Cara, Attorney-in-Fact for Jeffrey C. Smith
 Date:09/25/2025
 
Feld Peter A
 Signature:/s/ Lindsey Cara
 Name/Title:Lindsey Cara, Attorney-in-Fact for Peter A. Feld
 Date:09/25/2025

Exhibit 1

Transactions in Securities of the Issuer During the Past Sixty Days

Nature of the Transaction

Amount of Securities

Purchased/(Sold)

 Price ($)

Date of

Purchase/Sale

 

STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD

 

Sale of Class A Common Stock (172,735) 15.3570 07/31/2025
Sale of Class A Common Stock (165,782) 17.9090 09/23/2025
Sale of Class A Common Stock (1,234,215) 17.8500 09/23/2025
Sale of Class A Common Stock (762,429) 17.7500 09/24/2025
Sale of Class A Common Stock (18,073) 17.8500 09/24/2025

 

STARBOARD VALUE AND OPPORTUNITY S LLC

 

Sale of Class A Common Stock (22,740) 15.3570 07/31/2025
Sale of Class A Common Stock (21,825) 17.9090 09/23/2025
Sale of Class A Common Stock (47,491) 17.8500 09/23/2025
Sale of Class A Common Stock (110,349) 17.7500 09/24/2025
Sale of Class A Common Stock (2,616) 17.8500 09/24/2025

 

STARBOARD VALUE AND OPPORTUNITY MASTER FUND L LP

 

Sale of Class A Common Stock (9,532) 15.3570 07/31/2025
Sale of Class A Common Stock (9,148) 17.9090 09/23/2025
Sale of Class A Common Stock (19,906) 17.8500 09/23/2025
Sale of Class A Common Stock (46,253) 17.7500 09/24/2025
Sale of Class A Common Stock (1,096) 17.8500 09/24/2025

 

STARBOARD X MASTER FUND LTD

 

Sale of Class A Common Stock (58,422) 15.3570 07/31/2025
Sale of Class A Common Stock (56,070) 17.9090 09/23/2025
Sale of Class A Common Stock (122,011) 17.8500 09/23/2025
Sale of Class A Common Stock (283,502) 17.7500 09/24/2025
Sale of Class A Common Stock (6,720) 17.8500 09/24/2025

 

STARBOARD VALUE LP

(Through the Starboard Value LP Account)

 

Sale of Class A Common Stock (36,571) 15.3570 07/31/2025
Sale of Class A Common Stock (35,099) 17.9090 09/23/2025
Sale of Class A Common Stock (76,377) 17.8500 09/23/2025
Sale of Class A Common Stock (177,467) 17.7500 09/24/2025
Sale of Class A Common Stock (4,207) 17.8500 09/24/2025