HEALTHPEAK PROPERTIES, INC. (Form: 8-K, Received: 03/11/2024 16:23:03)

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): March 11, 2024

Healthpeak Properties, Inc.

(Exact name of registrant as specified in its charter)

Maryland	001-08895	33-0091377
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

4600 South Syracuse Street, Suite 500

Denver, CO 80237

(Address of principal executive offices, including zip code)

(720) 428-5050

Registrant’s telephone number, including area code

N/A

(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:

¨	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 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered

Common stock, $1.00 par value	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 1.01

Entry Into a Material Definitive Agreement

On March 11, 2024, Healthpeak Properties, Inc., a Maryland corporation (the “Company”), and Healthpeak OP, LLC, a Maryland limited liability company (the “operating company”), entered into an amendment (the “Amendment”) to the “at-the market” equity offering sales agreement (the “Sales Agreement”) with each of J.P. Morgan Securities LLC, Robert W. Baird & Co. Incorporated, Barclays Capital Inc., BNP Paribas Securities Corp., BofA Securities, Inc., BTIG, LLC, Capital One Securities, Inc., Credit Agricole Securities (USA) Inc., Goldman Sachs & Co. LLC, Jefferies LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, Regions Securities LLC, Scotia Capital (USA) Inc., TD Securities (USA) LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC, each as sales agent and principal (except in the case of Nomura Securities International, Inc.) and forward seller (except in the case of BTIG, LLC and Capital One Securities, Inc.), from time to time (in such capacity, each an “Agent” and, collectively, the “Agents”) in each case as described below, and the Forward Purchasers (as defined below), relating to (i) the issuance and sale by the Company to or through the Sales Agents, from time to time, of shares (the “Issuance Shares”) of the Company’s common stock, par value $1.00 per share (“Common Stock”), and (ii) the sale by the Forward Sellers, as agents on behalf of the Forward Purchasers, of Common Stock (together with the Issuance Shares, the “Securities”). We refer to these entities, when acting in their capacity as sales agents for the Company, individually as a “Sales Agent” and collectively as the “Sales Agents,” when acting in their capacity as counterparties to forward sale agreements, individually as a “Forward Purchaser” and collectively as the “Forward Purchasers,” and when acting in their capacity as agents for the Forward Purchasers, individually as a “Forward Seller” and collectively as the “Forward Sellers.”

The purpose of the Amendment was to contemplate the sales of the remaining shares of Common Stock pursuant to the Sales Agreement pursuant to the Company’s new Registration Statement on Form S-3 (Registration Nos. 333-276954 and 333-276954-01) filed with the Securities and Exchange Commission (the “SEC”) on February 8, 2024. Pursuant to the Sales Agreement, shares of the Common Stock having an aggregate gross sales price of up to $1,500,000,000 may be offered and sold from time to time. No shares of the Company’s common stock have been offered and sold under the Sales Agreement as of the date hereof, therefore shares of the Company’s Common Stock having an aggregate gross sales price of up to $1,500,000,000 are available for offer and sale under the Sales Agreement. The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.

In connection with the Amendment, the Company filed with the SEC a prospectus supplement (the “ATM Prospectus Supplement”), dated March 11, 2024, to its shelf registration statement on Form S-3 (Registration Nos. 333-276954 and 333-276954 -01), which was filed with the SEC and became effective on February 8, 2024, pursuant to Rule 424(b) under the Securities Act of 1933, as amended.

The Company is filing this Current Report on Form 8-K to provide the legal opinion of its counsel, Ballard Spahr LLP, regarding the legality of the Securities to be issued by the Company and covered by the ATM Prospectus Supplement, which opinion is attached hereto as Exhibit 5.1.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

	No.		Description
	1.1		Amendment No. 1 to At-the-Market Equity Offering Sales Agreement, dated March 11, 2024, among the Company, the operating company, the Sales Agents, the Forward Sellers and the Forward Purchasers
	5.1		Opinion of Ballard Spahr LLP
	23.1		Consent of Ballard Spahr LLP (included in Exhibit 5.1)
	104		The cover page of this Current Report on Form 8-K, formatted in Inline XBRL

SIGNATURE

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

	Healthpeak Properties, Inc.

	By:	/s/ Peter A. Scott
	Name:	Peter A. Scott
	Title:	Chief Financial Officer

Date: March 11, 2024

Exhibit 1.1

Healthpeak Properties, Inc.

Common Stock

($1.00 par value)

AMENDMENT NO. 1 TO AT-THE-MARKET EQUITY OFFERING SALES AGREEMENT

March 11, 2024

J.P. Morgan Securities LLC

Barclays Capital Inc.

BNP Paribas Securities Corp.

BofA Securities, Inc.

BTIG, LLC

Capital One Securities, Inc.

Credit Agricole Securities (USA) Inc.

Goldman Sachs & Co. LLC

Jefferies LLC

Mizuho Securities USA LLC

Morgan Stanley & Co. LLC

Nomura Securities International, Inc. (as forward seller through BTIG, LLC)

RBC Capital Markets, LLC

Regions Securities LLC

Robert W. Baird & Co. Incorporated

Scotia Capital (USA) Inc.

TD Securities (USA) LLC

Truist Securities, Inc.

Wells Fargo Securities, LLC

As Agents

JPMorgan Chase Bank, National Association

Bank of America, N.A.

The Bank of Nova Scotia

Barclays Bank PLC

BNP Paribas

Crédit Agricole Corporate and Investment Bank

Goldman Sachs & Co. LLC

Jefferies LLC

Mizuho Markets Americas LLC

Morgan Stanley & Co. LLC

Nomura Global Financial Products, Inc.

Regions Securities LLC

Robert W. Baird & Co. Incorporated

Royal Bank of Canada

The Toronto-Dominion Bank

Truist Bank

Wells Fargo Bank, National Association

As Forward Purchasers

c/o	J.P. Morgan Securities LLC
	383 Madison Avenue
	New York, New York 10179

Ladies and Gentlemen:

Reference is made to that certain At-the-Market Equity Offering Sales Agreement, dated February 17, 2023 (the “Sales Agreement”), among J.P. Morgan Securities LLC, Barclays Capital Inc., BofA Securities, Inc., BTIG, LLC, Capital One Securities, Inc., Credit Agricole Securities (USA) Inc., Credit Suisse Securities (USA) LLC, Goldman Sachs & Co. LLC, Jefferies LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, Regions Securities LLC, Robert W. Baird & Co. Incorporated, Scotia Capital (USA) Inc., SMBC Nikko Securities America, Inc., TD Securities (USA) LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC, each as sales agent, principal and, in certain cases, forward seller (in any such capacity, each, an “Agent”, and collectively, the “Agents”), and JPMorgan Chase Bank, National Association, Bank of America, N.A., The Bank of Nova Scotia, Barclays Bank PLC, Crédit Agricole Corporate and Investment Bank, Credit Suisse International, Goldman Sachs & Co. LLC, Jefferies LLC, Mizuho Markets Americas LLC, Morgan Stanley & Co. LLC, Regions Securities LLC, Royal Bank of Canada, SMBC Nikko Securities America, Inc., The Toronto-Dominion Bank, Truist Bank and Wells Fargo Bank, National Association, each as forward purchaser (in such capacity, each a “Forward Purchaser”, and collectively, the “Forward Purchasers”) and Healthpeak Properties, Inc., a Maryland corporation (the “Company”), and Healthpeak OP, LLC, a Maryland limited liability company (the “Operating Company”) with respect to the offering and sale from time to time by the Company to or through the Agents, of shares of its common stock, $1.00 par value, having an aggregate gross sales price of up to $1,500,000,000, in the manner and subject to the terms and conditions set forth in the Sales Agreement. All capitalized terms used in this Amendment No. 1 to the Sales Agreement (this “Amendment”) and not otherwise defined herein shall have the respective meanings assigned to such terms in the Sales Agreement. For the avoidance of doubt, all references to the Sales Agreement in any document related to the transactions contemplated by the Sales Agreement shall be to the Sales Agreement as amended by this Amendment. The Agents, the Forward Purchasers, the Company and the Operating Company (collectively, the “parties hereto”) agree as follows:

Amendments to Sales Agreement. The parties hereto agree that the Sales Agreement is amended as follows:

(a)

As contemplated by the Sales Agreement, from and after the date hereof, the term “Registration Statement” as used in the Sales Agreement, shall include the Company’s registration statement on Form S-3 (Nos. 333-276954 and 333-276954-01) filed with the Commission on February 8, 2024; and the term “Base Prospectus,” as used in the Sales Agreement, shall mean the base prospectus included in the Prospectus most recently filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act.

(b)

All references in the Sales Agreement to “Credit Suisse Securities (USA) LLC,” “Credit Suisse Capital LLC” and “SMBC Nikko Securities America, Inc.” (which entities have elected to terminate the Sales Agreement as to themselves), including their respective names and addresses appearing on pages 1 and 2 of the Sales Agreement, their respective names and addresses for notice appearing in Section 10 of the Sales Agreement and their respective names and signatures appearing on the signature pages of the Sales Agreement, shall be deleted, effective as of March 11, 2024, and effective as of March 11, 2024, neither Credit Suisse Securities (USA) LLC, Credit Suisse Capital LLC nor SMBC Nikko Securities America, Inc. shall be an Agent or Forward Purchaser under the Sales Agreement.

(c)

As of the date hereof, all references in the Sales Agreement to “JPMorgan Chase Bank, National Association, New York Branch” and “Regions Bank” shall refer to JPMorgan Chase Bank, National Association and Regions Securities LLC, respectively, including their respective names and addresses appearing on page 1 of the Sales Agreement, their respective names and addresses for notice appearing in Section 10 of the Sales Agreement and respective signatures appearing on the signature pages of the Sales Agreement.

(d)

As of the date hereof, the parties acknowledge and agree that, by virtue of this Amendment, the following entities have joined as parties to the Sales Agreement in the following capacities: (i) BNP Paribas Securities Corp. has joined as an Agent; (ii) BNP Paribas has joined as a Forward Purchaser (iii) Nomura Securities International, Inc. (as forward seller through BTIG, LLC as its agent) has joined as an Agent, solely in its capacity as forward seller; (iv) Nomura Global Financial Products, Inc. has joined as a Forward Purchaser; and (v) Robert W. Baird & Co. Incorporated has joined as a Forward Purchaser. The parties hereto, to the extent required by the Sales Agreement, consent to this Amendment and the transactions contemplated hereby (including the addition of the foregoing entities as parties to the Sales Agreement in their respective capacities).

(e)

As of the date hereof, the parties acknowledge and agree that, by virtue of this Amendment, the Company shall deliver any instruction or request that borrowed Shares be offered and sold through Nomura Securities International, Inc. to Nomura Securities International, Inc., BTIG, LLC and Nomura Global Financial Products, Inc. Such instruction or request shall only be effective if Nomura Securities International, Inc., BTIG, LLC and Nomura Global Financial Products, Inc. agree to the proposed terms, which any of them may accept, reject or propose new terms in their respective sole discretion.

(f)

As of the date hereof, the first full paragraph of the Sales Agreement shall be deleted in its entirety and replaced with the following:

“         Healthpeak Properties, Inc., a Maryland corporation (the “Company”) and Healthpeak OP, LLC, a Maryland limited liability company (the “Operating Company”), confirm their agreement with J.P. Morgan Securities LLC, Barclays Capital Inc., BNP Paribas Securities Corp., BofA Securities, Inc., BTIG, LLC, Capital One Securities, Inc., Credit Agricole Securities (USA) Inc., Goldman Sachs & Co. LLC, Jefferies LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, Nomura Securities International, Inc. (as forward seller through BTIG, LLC as its agent), RBC Capital Markets, LLC, Regions Securities LLC, Robert W. Baird & Co. Incorporated, Scotia Capital (USA) Inc., TD Securities (USA) LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC, each as sales agent, as principal (except in the case of Nomura Securities International, Inc.) and as forward seller (except in the case of BTIG, LLC) (in any such capacity, each, an “Agent”, and collectively, the “Agents”), and JPMorgan Chase Bank, National Association, Bank of America, N.A., The Bank of Nova Scotia, Barclays Bank PLC, BNP Paribas, Crédit Agricole Corporate and Investment Bank, Goldman Sachs & Co. LLC, Jefferies LLC, Mizuho Markets Americas LLC, Morgan Stanley & Co. LLC, Nomura Global Financial Products, Inc., Regions Securities LLC, Robert W. Baird & Co. Incorporated, Royal Bank of Canada, The Toronto-Dominion Bank, Truist Bank and Wells Fargo Bank, National Association, each as forward purchaser (in such capacity, each a “Forward Purchaser”, and collectively, the “Forward Purchasers”). For purposes of clarity, it is understood and agreed by the parties hereto that, if Shares (as defined below) are offered or sold through any Agent, as forward seller, then such Agent shall be acting solely in its capacity as sales agent for the applicable Forward Purchaser and not as sales agent for the Company with respect to the offering and sale of such Shares, and, except in cases where this Agreement (as defined below) expressly refers to an Agent acting as sales agent for the Company or unless otherwise expressly stated or the context otherwise requires, references in this Agreement to any Agent acting as sales agent shall also be deemed to apply to such Agent as forward seller, mutatis mutandis, except that Nomura Securities International, Inc. shall only be a forward seller and shall therefore not act as sales agent for the Company. It is also understood and agreed by the parties hereto that, if Shares are offered or sold through any Agent, as sales agent for the Company, then such Agent shall be acting solely in its capacity as sales agent for the Company, and not as sales agent for any Forward Purchaser, with respect to the offering and sale of such Shares. For the avoidance of doubt, BTIG, LLC will not be a forward seller.”

(g)

As of the date hereof, Section 10 of the Sales Agreement shall be deleted in its entirety and replaced with the following:

“Section 10. Notices. Unless otherwise provided herein, all notices required under the terms and provisions hereof shall be in writing, either delivered by hand, by mail, email or by fax, and any such notice shall be effective when received at the address specified below:

If to the Company or the Operating Company, to:

Healthpeak Properties, Inc.

4600 South Syracuse Street, Suite 500

Denver, Colorado 80237

Attention: Jeffrey H. Miller

Email: jhmiller@healthpeak.com

With cc: DerivativeCompliance@healthpeak.com

With a copy (which shall not constitute notice) to:

Lewis W. Kneib, Esq.

Latham & Watkins LLP

10250 Constellation Blvd., Suite 1100

Century City, California 90067

Email: lewis.kneib@lw.com

If to an Agent or Forward Purchaser, as applicable, delivered via fax or email with a confirmation copy mailed to the addresses set forth below:

J.P. Morgan Securities LLC

383 Madison Avenue, 6th Floor

New York, New York 10179

Attention: Sanjeet Dewal

Telephone: (212) 622-8783

Email: sanjeet.s.dewal@jpmorgan.com

Morgan Stanley & Co. LLC

1585 Broadway
New York, New York 10036
Attention: Equity Syndicate Desk, with a copy to the Legal Department
Facsimile: 212-507-1554

Barclays Capital Inc.

745 Seventh Avenue
New York, New York 10019
Attention: Syndicate Registration

Facsimile: (646) 834-8133

Nomura Securities International, Inc.

309 West 49th Street

New York, New York 10019

Attention: Structured Equity Solutions

Email: atmexecution@nomura.com

With a copy (which shall not constitute notice) to:

Attention: Equities Legal

Email: Dan.Rosenbaum@nomura.com

And to:

BTIG, LLC as agent of the forward seller, at the notice addresses provided for BTIG, LLC herein

BNP Paribas Securities Corp.

787 Seventh Ave

New York, New York 10019

Attention: Robert McDonald

Phone: (212) 471-6840

Email: dl.nyk.ste@us.bnpparibas.com

RBC Capital Markets, LLC

200 Vesey Street, 8th Floor

New York, New York 10281

Attention: Equity Capital Markets

Facsimile: (212) 428-6260

BofA Securities, Inc.

One Bryant Park

New York, New York 10036

Attention: ATM Execution Team,

email: dg.atm_execution@bofa.com

Facsimile: (646) 855-3073

Regions Securities LLC
615 South College Street, Suite 600

Charlotte, North Carolina 28202

Email: ECMDesk@regions.com

BTIG, LLC

65 East 55th Street

New York, New York 10022

Attention: ATM Trading Desk

Email: BTIGUSATMTrading@btig.com

with a copy to IBLegal@btig.com;

BTIGcompliance@btig.com; and

ctaylor@btig.com

Robert W. Baird & Co. Incorporated

777 E. Wisconsin Avenue

Milwaukee, Wisconsin 53202

Attention: Syndicate Department

Facsimile: (414) 298-7474

With a copy to: Legal Department

Capital One Securities, Inc.

201 Charles Ave. Suite 1830

New Orleans, Louisiana 70170

Attention: Phil Winiecki

Email: phil.winiecki@capitalone.com

Scotia Capital (USA) Inc.

250 Vesey Street

New York, New York 10281

Attention: Equity Capital Markets

Facsimile: (212) 225-6653

Email: us.ecm@scotiabank.com

us.legal@scotiabank.com

Credit Agricole Securities (USA) Inc.

1301 Avenue of the Americas

New York, New York 10019

Attention: Douglas Cheng

Email: douglas.cheng@ca-cib.com;

equitycapitalmarkets@ca-cib.com

Facsimile: (212) 261-2516

TD Securities (USA) LLC

1 Vanderbilt Avenue

New York, New York 10017

Attention: Equity Capital Markets

Email: TDS_ATM@tdsecurities.com

Goldman Sachs & Co. LLC

200 West Street

New York, New York 10282-2198

Attention: Registration Department

Truist Securities, Inc.

3333 Peachtree Road NE, 11th Floor

Atlanta, Georgia 30326

Attention: Equity Capital Markets

Email: dl.atm.offering@truist.com

Jefferies LLC

520 Madison Avenue

New York, New York 10022

Attention: General Counsel, with a copy to: CorpEqDeriv@jefferies.com

Wells Fargo Securities, LLC

500 West 33rd Street

New York, New York 10001

Attention: Equity Syndicate Department

Facsimile: (212) 214-5918

Mizuho Securities USA LLC

1271 Avenue of the Americas

New York, NY 10020

Attention: Stephen Roney; Ivana Rupcic-Hulin; Daniel Blake

Telephone: (212) 205-7527

Email: Stephen.Roney@mizuhogroup.com; Ivana.Rupcic-Hulin@mizuhogroup.com;

Daniel.Blake@mizuhogroup.com, with a copy to: legalnotices@mizuhogroup.com

and

JPMorgan Chase Bank, National Association

383 Madison Avenue

New York, New York 10179

Attention: EDG Marketing Support

Email: edg_notices@jpmorgan.com and edg_ny_corporate_sales_support@jpmorgan.com

With a copy to:

Attention: Sanjeet Dewal

Telephone: (212) 622-8783

Email: sanjeet.s.dewal@jpmorgan.com

Mizuho Markets Americas LLC

c/o Mizuho Securities USA LLC, as agent

1271 Avenue of the Americas

New York, NY 10020

Attention: US Equity Derivatives Notices

Telephone: (646) 949-9531

Email: Derivs-EQNoticesUS@mizuhogroup.com

Bank of America, N.A.

One Bryant Park

New York, New York 10036

Attention: Rohan Handa

Email: rohan.handa@baml.com

Morgan Stanley & Co. LLC

1585 Broadway
New York, New York 10036
Attention: Equity Syndicate Desk, with a copy to the Legal Department
Facsimile: 212-507-1554

The Bank of Nova Scotia

44 King Street West

Toronto, Ontario, Canada M5H 1H1

c/o Scotia Capital (USA) Inc.

250 Vesey Street, 24th Floor

New York, NY 10281

Attention: US Equity Derivatives

Email: bahar.lorenzo@scotiabank.com / john.kelly@scotiabank.com

Telephone No.: (212) 225-5230 / (212) 225-6664

And a copy to: BNSEquityConfirmations@scotiabank.com

Nomura Global Financial Products, Inc.

309 West 49th Street

New York, New York 10019

Attention: Structured Equity Solutions

Email: cedamericas@nomura.com

With a copy (which shall not constitute notice) to:

Attention: Equities Legal

Email: nyequitieslegal@nomura.com

And to:

BTIG, LLC, at the notice addresses provided for BTIG, LLC herein

Barclays Bank PLC

c/o Barclays Capital Inc.

745 Seventh Avenue

New York, New York 10019

Attn: Ilya Blanter

Email: Ilya.Blanter@Barclays.com

Regions Securities LLC
615 South College Street, Suite 600

Charlotte, North Carolina 28202

Email: ECMDesk@regions.com

BNP Paribas

787 Seventh Avenue

New York, New York 10019

Robert W. Baird & Co. Incorporated

777 E. Wisconsin Avenue

Milwaukee, Wisconsin 53202

Attention: Syndicate Department

Facsimile: (414) 298-7474

With a copy to: Legal Department

Crédit Agricole Corporate and Investment Bank c/o Credit Agricole Securities (USA) Inc., as agent

1301 Avenue of the Americas

New York, New York 10019

Attention: Jonathan Fecowicz

Email: jonathan.fecowicz@ca-cib.com

Royal Bank of Canada

200 Vesey Street, 8th Floor

New York, New York 10281

Attention: Equity Capital Markets

Facsimile: (212) 428-6260

Goldman Sachs & Co. LLC

200 West Street

New York, New York 10282-2198

Attention: Registration Department, with a copy to

Eq-derivs-notifications@am.ibd.gs.com

The Toronto-Dominion Bank

c/o TD Securities (USA) LLC, as Agent

1 Vanderbilt Avenue

New York, New York 10017

Attention: Global Equity Derivatives

Phone: (212) 827-7306

Email: TDUSA-GEDUSInvestorSolutionsSales@tdsecurities.com; vanessa.simonetti@tdsecurities.com;

christopher.obalde@tdsecurities.com;

Michael.murphy3@tdsecurities.com; adriano.pierroz@tdsecurities.com

Jefferies LLC

520 Madison Avenue

New York, New York 10022

Attention: Strategic Equity Transactions Group, with a copy to: SETG-US@jefferies.com and CorpEqDeriv@jefferies.com

Truist Bank

3333 Peachtree Road NE, 11th Floor

Atlanta, Georgia 30326

Attention: Equity Syndicate Department

Email: dl.atm.offering@truist.com, with a copy to michael.collins@truist.com

Wells Fargo Bank, National Association

500 West 33rd Street

New York, New York 10001

Attention: Equity Syndicate Department

Facsimile: (212) 214-5918

With a copy (which shall not constitute notice) to:

Sharon R. Flanagan, Esq.

Sidley Austin LLP
555 California Street, Suite 2000
San Francisco, California 94104-1715
Email: sflanagan@sidley.com

and

J. Gerard Cummins, Esq.
Sidley Austin LLP
787 Seventh Avenue

New York, New York 10019
Email: jcummins@sidley.com

or at such other address as such party may designate from time to time by notice duly given in accordance with the terms of this Section 10.”

(h)

As of the date hereof, Annex 1 to the Sales Agreement is hereby deleted in its entirety and replaced with Annex 1 attached hereto.

Prospectus Supplement. The Company agrees to file promptly with the Commission a supplement to the Prospectus to reflect the fact that Credit Suisse Securities (USA) LLC, Credit Suisse Capital LLC and SMBC Nikko Securities America, Inc. have ceased to be parties under the Sales Agreement and that BNP Paribas Securities Corp, BNP Paribas, Nomura Securities International, Inc. (as forward seller through BTIG, LLC as its agent), Nomura Global Financial Products, Inc. (as Forward Purchaser) and Robert W. Baird & Co. Incorporated (as a Forward Purchaser) have joined as parties to the Sales Agreement, agrees to provide such prospectus supplement to the other parties hereto and Sidley Austin LLP with a reasonable amount of time prior to the proposed filing thereof, and agrees not to file or use such prospectus supplement if any of the other parties hereto or Sidley Austin LLP shall reasonably object thereto. The parties hereto agree that such prospectus supplement shall be deemed to have been filed with the Commission in accordance with Section 3(c) of the Sales Agreement and that the term “Prospectus Supplement,” as used in the Agreement, shall be deemed to include such prospectus supplement.

No Other Amendments. The parties hereto agree that, except as set forth in, and amended by, Section 1 above, all the terms and provisions of the Sales Agreement shall remain in full force and effect.

Counterparts and Electronic Signature. This Amendment may be executed by any one or more of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such respective counterparts shall together constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in such State.

[Signature Pages Follow]

If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company and the Operating Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Agents, the Forward Purchasers, the Company and the Operating Company in accordance with its terms.

	Very truly yours,

	Healthpeak Properties, Inc.

	By:	/s/ Peter A. Scott
	Name:	Peter A. Scott
	Title:	Chief Financial Officer

	Healthpeak OP, LLC

	By: Healthpeak Properties, Inc.,
	its Managing Member

	By:	/s/ Peter A. Scott
	Name:	Peter A. Scott
	Title:	Chief Financial Officer

[Signature Page to Amendment No. 1 to the At-the-Market Equity Offering Sales Agreement]

Accepted as of the date hereof:

J.P. Morgan Securities LLC

As Agent

By:	/s/ Brett Chalmers
	Name:	Brett Chalmers
	Title:	Executive Director

JPMorgan Chase Bank, National Association

As Forward Purchaser

By:	/s/ Brett Chalmers
	Name:	Brett Chalmers
	Title:	Executive Director

[Signature Page to Amendment No. 1 to the At-the-Market Equity Offering Sales Agreement]

Barclays Capital Inc.

As Agent

By:	/s/ Warren Fixmer
	Name:	Warren Fixmer
	Title:	Managing Director

Barclays Bank PLC

As Forward Purchaser

By:	/s/ Warren Fixmer
	Name:	Warren Fixmer
	Title:	Managing Director

[Signature Page to Amendment No. 1 to the At-the-Market Equity Offering Sales Agreement]

BNP Paribas Securities Corp.

As Agent

By:

/s/ Steve Nawrocki

Name:

Steve Nawrocki

Title:

Managing Director

By:

/s/ Robert McDonald

Name:

Robert McDonald

Title:

Managing Director

BNP Paribas

As Forward Purchaser

By:

/s/ Steve Nawrocki

Name:

Steve Nawrocki

Title:

Managing Director

By:

/s/ Robert McDonald

Name:

Robert McDonald

Title:

Managing Director

[Signature Page to Amendment No. 1 to the At-the-Market Equity Offering Sales Agreement]

BofA Securities, Inc.

As Agent

By:

/s/ Hicham Hamdouch

Name:

Hicham Hamdouch

Title:

Managing Director

Bank of America, N.A.

As Forward Purchaser

By:

/s/ Rohan Handa

Name:

Rohan Handa

Title:

Managing Director

[Signature Page to Amendment No. 1 to the At-the-Market Equity Offering Sales Agreement]

BTIG, LLC

As Agent

By:

/s/ Mike Passaro

Name:

Mike Passaro

Title:

Managing Director

[Signature Page to Amendment No. 1 to the At-the-Market Equity Offering Sales Agreement]

Capital One Securities, Inc.

As Agent

By:

/s/ Michael Sleece

Name:

Michael Sleece

Title:

Senior Managing Director

[Signature Page to Amendment No. 1 to the At-the-Market Equity Offering Sales Agreement]

Credit Agricole Securities (USA) Inc.

As Agent

By:

/s/ Jean-Marc Nguyen

Name:

Jean-Marc Nguyen

Title:

Managing Director; Head of Investment Banking

By:

/s/ Douglas Cheng

Name:

Douglas Cheng

Title:

Managing Director

Crédit Agricole Corporate and Investment Bank

As Forward Purchaser

By: Credit Agricole Securities (USA) Inc., as agent

By:

/s/ Jean-Marc Nguyen

Name:

Jean-Marc Nguyen

Title:

Managing Director; Head of Investment Banking

By:

/s/ Douglas Cheng

Name:

Douglas Cheng

Title:

Managing Director

[Signature Page to Amendment No. 1 to the At-the-Market Equity Offering Sales Agreement]

Goldman Sachs & Co. LLC

As Agent and Forward Purchaser

By:

/s/ Ryan Cunn

Name:

Ryan Cunn

Title:

Managing Director

[Signature Page to Amendment No. 1 to the At-the-Market Equity Offering Sales Agreement]

Jefferies LLC

As Agent and Forward Purchaser

By:

/s/ Michael Magarro

Name:

Michael Magarro

Title:

Managing Director

[Signature Page to Amendment No. 1 to the At-the-Market Equity Offering Sales Agreement]

Mizuho Securities USA LLC

As Agent

By:

/s/ Ivana Rupcic-Hulin

Name:

Ivana Rupcic-Hulin

Title:

Managing Director

Mizuho Markets Americas LLC

As Forward Purchaser

By:

/s/ Matthew E. Chiavaroli

Name:

Matthew E. Chiavaroli

Title:

Authorized Signatory

[Signature Page to Amendment No. 1 to the At-the-Market Equity Offering Sales Agreement]

Morgan Stanley & Co. LLC

As Agent and Forward Purchaser

By:

/s/ Ethan Woo

Name

: Ethan Woo

Title:

Vice President

[Signature Page to Amendment No. 1 to the At-the-Market Equity Offering Sales Agreement]

Nomura Securities International, Inc.

As Agent (as forward seller)

By:

/s/ Jason Eisenhauer

Name:

Jason Eisenhauer

Title:

Managing Director

Nomura Global Financial Products, Inc.

As Forward Purchaser

By:

/s/ Jeffrey Petillo

Name:

Jeffrey Petillo

Title:

Authorized Representative

[Signature Page to Amendment No. 1 to the At-the-Market Equity Offering Sales Agreement]

RBC Capital Markets, LLC

As Agent

By:

/s/ Asad Kazim

Name:

Asad Kazim

Title:

Managing Director

Royal Bank of Canada

As Forward Purchaser

By:

/s/ Brian Ward

Name:

Brian Ward

Title:

Managing Director

[Signature Page to Amendment No. 1 to the At-the-Market Equity Offering Sales Agreement]

Regions Securities LLC

As Agent and Forward Purchaser

By:

/s/ Edward L. Armstrong

Name:

Edward L. Armstrong

Title:

Managing Director - ECM

[Signature Page to Amendment No. 1 to the At-the-Market Equity Offering Sales Agreement]

Robert W. Baird & Co. Incorporated

As Agent and Forward Purchaser

By:

/s/ Christopher Walter

Name:

Christopher Walter

Title:

Managing Director

[Signature Page to Amendment No. 1 to the At-the-Market Equity Offering Sales Agreement]

Scotia Capital (USA) Inc.

As Agent

By:

/s/ Tim Mann

Name:

Tim Mann

Title:

Managing Director

The Bank of Nova Scotia

As Forward Purchaser

By:

/s/ Kshamta Kaushik

Name:

Kshamta Kaushik

Title:

Managing Director

[Signature Page to Amendment No. 1 to the At-the-Market Equity Offering Sales Agreement]

TD Securities (USA) LLC

As Agent

By:

/s/ Brad Limpert

Name:

Brad Limpert

Title:

Managing Director

The Toronto-Dominion Bank

As Forward Purchaser

By:

/s/ Vanessa Simonetti

Name:

Vanessa Simonetti

Title:

Managing Director

[Signature Page to Amendment No. 1 to the At-the-Market Equity Offering Sales Agreement]

Truist Securities, Inc.

As Agent

By:

/s/ Geoffrey Fennel

Name:

Geoffrey Fennel

Title:

Director

Truist Bank

As Forward Purchaser

By:

/s/ J. West Riggs

Name:

J. West Riggs

Title:

Managing Director

[Signature Page to Amendment No. 1 to the At-the-Market Equity Offering Sales Agreement]

Wells Fargo Securities, LLC

As Agent

By:

/s/ Elizabeth Alvarez

Name:

Elizabeth Alvarez

Title:

Managing Director

Wells Fargo Bank, National Association

As Forward Purchaser

By:

/s/ Elizabeth Alvarez

Name:

Elizabeth Alvarez

Title:

Managing Director

[Signature Page to Amendment No. 1 to the At-the-Market Equity Offering Sales Agreement]

Annex 1

Healthpeak Properties, Inc.

Common Stock
($1.00 par value)

TERMS AGREEMENT

[●]

Ladies and Gentlemen:

Healthpeak Properties, Inc., a Maryland corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the At-the-Market Equity Offering Sales Agreement, dated February 17, 2023 (the “Sales Agreement”), among the Company, Healthpeak OP, LLC, a Maryland limited liability company (the “Operating Company”) and J.P. Morgan Securities LLC, Barclays Capital Inc., BNP Paribas Securities Corp., BofA Securities, Inc., BTIG, LLC, Capital One Securities, Inc., Credit Agricole Securities (USA) Inc., Goldman Sachs & Co. LLC, Jefferies LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, Nomura Securities International, Inc., RBC Capital Markets, LLC, Regions Securities LLC, Robert W. Baird & Co. Incorporated, Scotia Capital (USA) Inc., TD Securities (USA) LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC, each as sales agent, as principal (except in the case of Nomura Securities International, Inc.) and as forward seller (except in the case of BTIG, LLC) (in any such capacity, each, an “Agent”, and collectively, the “Agents”), and JPMorgan Chase Bank, National Association, Bank of America, N.A., The Bank of Nova Scotia, Barclays Bank PLC, BNP Paribas, Crédit Agricole Corporate and Investment Bank, Goldman Sachs & Co. LLC, Jefferies LLC, Mizuho Markets Americas LLC, Morgan Stanley & Co. LLC, Nomura Global Financial Products, Inc., Regions Securities LLC, Robert W. Baird & Co. Incorporated, Royal Bank of Canada, The Toronto-Dominion Bank, Truist Bank and Wells Fargo Bank, National Association each as forward purchaser (in such capacity, each a “Forward Purchaser”, and collectively, the “Forward Purchasers”), to issue and sell to [●], as Agent, the securities specified in the Schedule hereto (the “Purchased Securities”) [, and solely for the purpose of covering over-allotments, to grant to the Agent the option to purchase the additional securities specified in the Schedule hereto (the “Additional Securities”)]¹. Capitalized terms used herein and not defined have the respective meanings ascribed thereto in the Sales Agreement.

¹ Include only if [●] has an over-allotment option.

[The Agent shall have the right to purchase from the Company all or a portion of the Additional Securities as may be necessary to cover over-allotments made in connection with the offering of the Purchased Securities, at the same purchase price per share to be paid by the Agent to the Company for the Purchased Securities; provided that the purchase price payable by the Agent for any Additional Securities shall be reduced by an amount per share equal to any dividends or distributions paid or payable by the Company on the Purchased Securities but not payable on such Additional Securities. This option may be exercised by the Agent at any time (but not more than once) on or before the thirtieth day following the date hereof, by written notice to the Company. Such notice shall set forth the aggregate number of shares of Additional Securities as to which the option is being exercised, and the date and time when the Additional Securities are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Time of Delivery (as set forth in the Schedule hereto) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. Payment of the purchase price for the Additional Securities shall be made at the Option Closing Date in the same manner and at the same office as the payment for the Purchased Securities. For purposes of clarity, the parties hereto agree that any Option Closing Date shall be a date on which Shares are delivered to the Agent pursuant to a Terms Agreement within the meaning of, and requiring the affirmation and deliverables described under, Sections 3((j), (k) and (l) of the Sales Agreement.]*

Each of the provisions of the Sales Agreement not specifically related to (a) the solicitation by the Agent, as agent of the Company, of offers to purchase securities or (b) the Confirmations, Confirmation Shares and related transactions is incorporated herein by reference in its entirety, and shall be deemed to be part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. Each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Terms Agreement [and] [,] the Applicable Time [and any Option Closing Date]*, except that each representation and warranty in Section 1 of the Sales Agreement which makes reference to the Prospectus (as therein defined) shall be deemed to be a representation and warranty as of the date of the Sales Agreement in relation to the Prospectus, and also a representation and warranty as of the date of this Terms Agreement [and] [,] the Settlement Date [and any Option Closing Date]* in relation to the Prospectus as amended and supplemented to relate to the Purchased Securities.

An amendment to the Registration Statement (as defined in the Sales Agreement), or a supplement to the Prospectus, as the case may be, relating to the Purchased Securities [and the Additional Securities]*, in the form heretofore delivered to the Agent is now proposed to be filed with the Securities and Exchange Commission.

Subject to the terms and conditions set forth herein and in the Sales Agreement which are incorporated herein by reference, the Company agrees to issue and sell to the Agent and the latter agrees to purchase from the Company the number of shares of the Purchased Securities at the time and place and at the purchase price set forth in the Schedule hereto.

If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company and the Operating Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement between the Agent, the Company and the Operating Company in accordance with its terms.

[Signature Pages Follow]

THIS TERMS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

Very truly yours,

Healthpeak Properties, Inc.

By
	Name:	Peter A. Scott
	Title:	Chief Financial Officer

Healthpeak OP, LLC

By:	Healthpeak Properties, Inc.,
its Managing Member

By:
	Name:	Peter A. Scott
	Title:	Chief Financial Officer

Accepted as of the date hereof:

[●]

By:
	Name:
	Title:

Exhibit 5.1

March 11, 2024

Healthpeak Properties, Inc.

Healthpeak OP, LLC

4600 South Syracuse Street

Suite 500

Denver, Colorado 80237

Re:

Healthpeak Properties, Inc., a Maryland corporation (the “Company”) – Registration of shares of common stock, par value one dollar ($1.00) per share (the “Common Stock”), of the Company having an aggregate gross sales price of up to $1,500,000,000 (the “Shares”) to be sold in an at-the-market offering (the “Offering”) pursuant to a Registration Statement on Form S-3 (File Nos. 333-276954 and 333-276954-01) relating to an indeterminate aggregate initial offering price or number of (i) the Company’s shares of Common Stock, shares of preferred stock, par value $1.00 per share, depositary shares, debt securities, warrants and guarantees of debt securities of the Operating Company (as defined herein) and/or debt securities of the Company’s existing and future subsidiaries, and (ii) the Operating Company’s debt securities and guarantees of debt securities of the Company and/or debt securities of the Operating Company’s existing and future subsidiaries, filed with the Securities and Exchange Commission (the “Commission”) on February 8, 2024 (the “Registration Statement”)

Ladies and Gentlemen:

We have acted as Maryland corporate counsel to the Company in connection with the registration of the Shares under the Securities Act of 1933, as amended (the “Act”), by the Company pursuant to the Registration Statement. We understand that, as of the date of the Prospectus Supplement (as defined herein), the Company has not sold any Shares pursuant to the Agreement (as defined herein), and, accordingly, Shares having an aggregate gross sales price of up to $1,500,000,000 remain available for offer and sale pursuant to the Prospectus Supplement. You have requested our opinion with respect to the matters set forth below.

In our capacity as Maryland corporate counsel to the Company and for the purposes of this opinion, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (collectively, the “Documents”):

(i)

the corporate charter of the Company (the “Charter”), consisting of Articles of Incorporation filed with the State Department of Assessments and Taxation of Maryland (the "Department") on December 13, 2022, Articles of Amendment and Restatement filed with the Department on February 9, 2023, Articles of Amendment filed with the Department on February 9, 2023 and Articles of Amendment filed with the Department on February 29, 2024;

BALLARD SPAHR LLP

Healthpeak Properties, Inc.

March 11, 2024

Page 2

(ii)

the Amended and Restated Bylaws of the Company, dated as of February 10, 2023, as amended (the “Bylaws”);

(iii)

resolutions adopted by the Board of Directors of the Company (the “Board”) on or as of February 10, 2023 and February 1, 2024 (collectively, the “Initial Board Resolutions”) and February 10, 2023, April 27, 2023 and January 31, 2024 (the “ATM Sales Limit Board Resolutions” and together with the Initial Board Resolutions, collectively, the “Board Resolutions”), and the form of resolutions (the “Subsequent Resolutions”, and together with the Board Resolutions, collectively, the “Directors’ Resolutions”) to be adopted from time to time by the Board;

(iv)

a fully executed copy of the At-The-Market Equity Offering Sales Agreement, dated as of February 17, 2023, as amended by Amendment No. 1 to At-The-Market Equity Offering Sales Agreement, dated as of March 11, 2024 (collectively, the “Agreement”), by and between the Company, Healthpeak OP, LLC, a Maryland limited liability company of which the Company is the managing member (the “Operating Company”), and J.P. Morgan Securities LLC, Barclays Capital Inc., BNP Paribas Securities Corp., BofA Securities, Inc., BTIG, LLC, Capital One Securities, Inc., Credit Agricole Securities (USA) Inc., Goldman Sachs & Co. LLC, Jefferies LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, Nomura Securities International, Inc., RBC Capital Markets, LLC, Regions Securities LLC, Robert W. Baird & Co. Incorporated, Scotia Capital (USA) Inc., TD Securities (USA) LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC, each as sales agent and principal (except in the case of Nomura Securities International, Inc.) and forward seller (except in the case of BTIG, LLC and Capital One Securities, Inc.), and JPMorgan Chase Bank, National Association, Bank of America, N.A., The Bank of Nova Scotia, Barclays Bank PLC, BNP Paribas, Crédit Agricole Corporate and Investment Bank, Goldman Sachs & Co. LLC, Jefferies LLC, Mizuho Markets Americas LLC, Morgan Stanley & Co. LLC, Nomura Global Financial Products, Inc., Regions Securities LLC, Robert W. Baird & Co. Incorporated, Royal Bank of Canada, The Toronto-Dominion Bank, Truist Bank and Wells Fargo Bank, National Association, each as forward purchaser;

(v)

a certificate of one or more officers of the Company, dated as of a recent date (the “Officers’ Certificate”), to the effect that, among other things, the copies of the Charter, the Bylaws, the Organizational Minutes and the Board Resolutions are true, correct and complete, have not been rescinded or modified and are in full force and effect on the date of the Officers’ Certificate, and certifying as to the manner of adoption of the Board Resolutions, the authorization for issuance of the Shares, the form of the Subsequent Resolutions, and the form, approval, execution and delivery of the Agreement;

(vi)

the Registration Statement and the related base prospectus dated February 8, 2024, and the prospectus supplement dated March 11, 2024 relating to the Shares (the “Prospectus Supplement”), included therein, in substantially the form filed or to be filed with the Commission pursuant to the Act;

BALLARD SPAHR LLP

Healthpeak Properties, Inc.

March 11, 2024

Page 3

(vii)

a status certificate of the Department, dated as of a recent date, to the effect that the Company is duly incorporated and existing under the laws of the State of Maryland; and

(viii)

such other laws, records, documents, certificates, opinions and instruments as we have deemed necessary to render this opinion, subject to the limitations, assumptions and qualifications noted below.

In reaching the opinions set forth below, we have assumed the following:

(a)

each person executing any instrument, document or agreement on behalf of any party (other than the Company and the Operating Company) is duly authorized to do so;

(b)

each natural person executing any instrument, document or agreement is legally competent to do so;

(c)

all Documents submitted to us as originals are authentic; the form and content of all Documents submitted to us as unexecuted drafts do not, and will not, differ in any respect relevant to this opinion from the form and content of such documents as executed and delivered; all Documents submitted to us as certified or photostatic copies conform to the original documents; all signatures on all Documents are genuine; all public records reviewed or relied upon by us or on our behalf are true and complete; all representations, warranties, statements and information contained in the Documents are true and complete; there has been no modification of, or amendment to, any of the Documents, and there has been no waiver of any provision of any of the Documents by action or omission of the parties or otherwise;

(d)

all certificates submitted to us, including but not limited to the Officers’ Certificate, are true, correct and complete both when made and as of the date hereof;

(e)

none of the Shares will be issued or transferred in violation of the provisions of Article V of the Charter relating to restrictions on ownership and transfer of stock or the provisions of Article V of the Charter relating to business combinations;

(f)

none of the Shares will be issued and sold to an Interested Stockholder of the Company or an Affiliate thereof, all as defined in Subtitle 6 of Title 3 of the Maryland General Corporation Law (the “MGCL”), in violation of Section 3-602 of the MGCL;

(g)

the Company has not, and is not required to be, registered under the Investment Company Act of 1940;

(h)

prior to issuance and sale of any of the Shares (other than the shares of Common Stock authorized for issuance and sale as provided in, and in accordance with, the ATM Sales Limit Board Resolutions), resolutions in the form of the Subsequent Resolutions setting forth, with respect to such Shares, the maximum aggregate gross sales price of such Shares to be issued and sold, the minimum gross sales price per share and the minimum price to be received by the Company per share (net of any discounts provided or commissions paid by the Company in connection with the offering of such Shares) will have been duly adopted at a duly convened meeting of the members of the Board or by unanimous consent of the members of the Board given in writing or by electronic transmission;

BALLARD SPAHR LLP

Healthpeak Properties, Inc.

March 11, 2024

Page 4

(i)

the aggregate gross sales price of all of the Shares sold pursuant to the Agreement will not exceed $1,500,000,000; the aggregate gross sales price of all of the Shares sold pursuant to the Agreement during each approximately three month period between the regular quarterly meetings of the Board (or such other period of time as may be determined by the Board and set forth in the Directors’ Resolutions) will not exceed $500,000,000 (or such greater or lesser limit as may be determined by the Board and set forth in the Directors’ Resolutions); and the aggregate number of Shares issued and sold pursuant to the Agreement will not exceed the maximum aggregate number authorized for issuance and sale in the Directors' Resolutions;

(j)

the consideration per Share to be received by the Company for each Share issued and sold pursuant to the Agreement will be determined in accordance with, and will not be less than the applicable minimum consideration per share set forth in, the Directors' Resolutions; and

(k)

upon each issuance of any of the Shares subsequent to the date hereof, the total number of shares of Common Stock of the Company issued and outstanding, after giving effect to such issuance of such Shares, will not exceed the total number of shares of Common Stock that the Company is authorized to issue under the Charter.

Based on the foregoing, and subject to the assumptions and qualifications set forth herein, it is our opinion that, as of the date of this letter:

The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Maryland.

The Shares to be issued in the Offering have been generally authorized for issuance by the Company pursuant to the Agreement, and when such Shares are issued and delivered pursuant to due authorization by the Board subsequent to the date hereof, in exchange for payment of the consideration therefor, as provided in, and in accordance with the terms of, the Agreement and the Directors’ Resolutions, such Shares will be duly authorized, validly issued, fully paid and nonassessable.

The foregoing opinion is limited to the substantive laws of the State of Maryland, and we do not express any opinion herein concerning any other law. We express no opinion as to the applicability or effect of any federal or state securities laws, including the securities laws of the State of Maryland, or as to federal or state laws regarding fraudulent transfers. To the extent that any matter as to which our opinion is expressed herein would be governed by the laws of any jurisdiction other than the State of Maryland, we do not express any opinion on such matter.

BALLARD SPAHR LLP

Healthpeak Properties, Inc.

March 11, 2024

Page 5

This opinion letter is issued as of the date hereof and is necessarily limited to laws now in effect and facts and circumstances presently existing and brought to our attention. We assume no obligation to supplement this opinion letter if any applicable laws change after the date hereof, or if we become aware of any facts or circumstances that now exist or that occur or arise in the future and may change the opinions expressed herein after the date hereof.

We consent to the incorporation by reference of this opinion in the Registration Statement and further consent to the filing of this opinion as an exhibit to the applications to securities commissioners for the various states of the United States for registration of the Shares. We also consent to the identification of our firm in the section of the Registration Statement entitled “Legal Matters”. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Act.

	Very truly yours,

	/s/ Ballard Spahr LLP