v3.26.3
Variable Interest Entities
9 Months Ended
Sep. 30, 2026
Variable Interest Entities [Abstract]  
Variable Interest Entities Variable Interest Entities
Operating Subsidiary
Healthpeak OP is the Company’s operating subsidiary and a limited liability company that has governing provisions that are the functional equivalent of a limited partnership. The Company holds a membership interest in Healthpeak OP, acts as the managing member of Healthpeak OP, and exercises full responsibility, discretion, and control over the day-to-day management of Healthpeak OP. Because the noncontrolling interests in Healthpeak OP do not have substantive liquidation rights, substantive kick-out rights without cause, or substantive participating rights, the Company has determined that Healthpeak OP is a VIE. The Company, as managing member, has the power to direct the core activities of Healthpeak OP that most significantly affect Healthpeak OP’s performance, and through its interest in Healthpeak OP, has both the right to receive benefits from and the obligation to absorb losses of Healthpeak OP. Accordingly, the Company is the primary beneficiary of Healthpeak OP and consolidates Healthpeak OP. As the Company conducts its business and holds its assets and liabilities through Healthpeak OP, the total consolidated assets and liabilities, income (losses), and cash flows of Healthpeak OP represent substantially all of the total consolidated assets and liabilities, including the consolidated and unconsolidated entities discussed in this Note 15, income (losses), and cash flows of the Company.
Unconsolidated Variable Interest Entities
The Company has investments in certain unconsolidated VIEs. The Company determined it is not the primary beneficiary of and therefore does not consolidate these VIEs because it does not have the ability to control the activities that most significantly impact their economic performance. Except for the Company’s equity interest in the unconsolidated joint ventures, as more fully discussed below, it has no formal involvement in these VIEs beyond its investments.
LLC Investment. The Company holds a limited partner ownership interest in an unconsolidated LLC (“LLC Investment”) that has been identified as a VIE. The Company’s involvement in the entity is limited to its equity investment as a limited partner and it does not have any substantive participating rights or kick-out rights over the general partner and given its rights and ownership percentage, the Company has virtually no influence or control. The assets and liabilities of the entity primarily consist of three hospitals as well as senior housing real estate. Any assets generated by the entity may only be used to settle its contractual obligations (primarily capital expenditures and debt service payments).
Other Equity Investments. The Company holds limited partner interests in funds that make venture capital investments in various early-stage technology solutions and certain other investments (the “Other Equity Investments”). At September 30, 2026 and December 31, 2025, the Company’s total investments aggregated $19 million and $3 million, respectively. As of September 30, 2026, the Company had an aggregate remaining commitment of $11 million related to certain of its Other Equity Investments. The Other Equity Investments have been identified as VIEs as (i) they do not have any substantive participating rights or kick-out rights over the general partner or (ii) due to insufficient equity at risk. The assets and liabilities of the entities primarily consist of its capital investments. If applicable, all future investments will be funded with capital contributions from the Company and other limited partners in accordance with their respective commitments.
Needham Land Parcel JV. In December 2021, the Company acquired a 38% interest in a lab development joint venture in Needham, Massachusetts for $13 million. Current equity at risk is not sufficient to finance the joint venture’s activities. The assets and liabilities of the entity primarily consist of real estate and debt service obligations. Any assets generated by the entity may only be used to settle its contractual obligations (primarily development costs and debt service payments).
Loans Receivable Investments. In March 2025, the Company entered into an agreement to provide aggregate financing of $41 million to fund the development of an outpatient medical building in Dallas, Texas. In January 2026, the Company entered into and funded a $10 million loan secured by a lab land parcel. The borrower entities for these investments meet the criteria of a VIE in accordance with ASC 810, Consolidation, and the Company is not the primary beneficiary of the borrowers.
HQ Point Preferred Equity Investment. As of December 31, 2025, the Company had a preferred equity investment in a joint venture that held a lab campus under development in San Diego, California, in which the Company had funded the entirety of its $50 million investment. Current equity at risk was not sufficient to finance the entity’s activities. The assets and liabilities of the entity primarily consisted of real estate and debt service obligations. Any assets generated by the entity could only be used to settle its contractual obligations (primarily development costs and debt service payments). During the three months ended September 30, 2026, the Company completed the HQ Point Buyout, after which HQ Point is 100% owned by the Company. As such, the HQ Point Preferred Equity Investment is no longer a VIE as of September 30, 2026.
The classification of the related assets and the maximum loss exposure as a result of the Company’s involvement with VIEs at September 30, 2026 was as follows (in thousands):
VIE TypeAsset Type
Maximum Loss
Exposure and
Carrying Amount(1)
LLC Investment and Other Equity InvestmentsOther assets$34,240 
Needham Land Parcel JVInvestments in unconsolidated joint ventures13,960 
Loans Receivable InvestmentsLoans receivable, net37,688 
_______________________________________
(1)The Company’s maximum loss exposure represents the aggregate carrying amount of such investments.
As of September 30, 2026, the Company had not provided, and is not required to provide, financial support through a liquidity arrangement or otherwise, to its unconsolidated VIEs, including under circumstances in which it could be exposed to further losses (e.g., cash shortfalls).
Consolidated Variable Interest Entities
The Company’s consolidated total assets and total liabilities at September 30, 2026 and December 31, 2025 include certain assets of VIEs that can only be used to settle the liabilities of the related VIE. The VIE creditors do not have recourse to the Company.
Janus Living OP. Janus Living holds a membership interest in Janus Living OP, acts as the managing member of Janus Living OP, and exercises full responsibility, discretion, and control over the day-to-day management of Janus Living OP. Because certain noncontrolling interests in Janus Living OP do not have substantive liquidation rights, substantive kick-out rights without cause, or substantive participating rights, the Company has determined that Janus Living OP is a VIE. Janus Living, Inc., as managing member, has the power to direct the core activities of Janus Living OP that most significantly affect Janus Living OP’s performance, and through its interest in Janus Living OP, has both the right to receive benefits from and the obligation to absorb losses of Janus Living OP. Accordingly, Janus Living, Inc. is the primary beneficiary of Janus Living OP and consolidates Janus Living OP. The assets of Janus Living OP primarily consist of senior housing properties (net real estate), entrance fee receivables, and cash and cash equivalents; its obligations primarily consist of non-refundable entrance fees and capital expenditures for the properties. Assets generated by Janus Living OP may only be used to settle its contractual obligations.
Brookfield JV. The Company holds a 51% ownership interest in the Brookfield JV, which owns and leases outpatient medical buildings. The Brookfield JV is a VIE because the Company exercises full responsibility, discretion, and control over the day-to-day management of the Brookfield JV, and Brookfield does not have substantive participating rights or substantive kick-out rights. The Company consolidates the Brookfield JV as it is the primary beneficiary given it has both (i) the power to direct the activities that most significantly affect its economic performance and (ii) the obligation to absorb losses and the right to receive benefits that could potentially be significant to the Brookfield JV. The assets of the Brookfield JV primarily consist of leased properties (net real estate), rents receivable, and cash and cash equivalents; its obligations primarily consist of capital expenditures for the properties. Assets generated by the Brookfield JV may only be used to settle its contractual obligations.
Ventures V, LLC. The Company holds a 51% ownership interest in and is the managing member of a joint venture entity formed in October 2015 that owns and leases outpatient medical buildings (“Ventures V”). The Company classifies Ventures V as a VIE due to the non-managing member lacking substantive participation rights in the management of Ventures V or kick-out rights over the managing member. The Company consolidates Ventures V as the primary beneficiary because it has the ability to control the activities that most significantly impact the VIE’s economic performance. The assets of Ventures V primarily consist of leased properties (net real estate), rents receivable, and cash and cash equivalents; its obligations primarily consist of capital expenditures for the properties. Assets generated by Ventures V may only be used to settle its contractual obligations.
MSREI JV. The Company holds a 51% ownership interest in, and is the managing member of, a joint venture entity formed in August 2018 that owns and leases outpatient medical buildings (the “MSREI JV”). The MSREI JV is a VIE due to the non-managing member lacking substantive participation rights in the management of the joint venture or kick-out rights over the managing member. The Company consolidates the MSREI JV as the primary beneficiary because it has the ability to control the activities that most significantly impact the VIE’s economic performance. The assets of the MSREI JV primarily consist of leased properties (net real estate), rents receivable, and cash and cash equivalents; its obligations primarily consist of capital expenditures for the properties. Assets generated by the MSREI JV may only be used to settle its contractual obligations.
DownREITs.  As of September 30, 2026 and December 31, 2025, the Company held a controlling ownership interest in and was the managing member of eight DownREITs. The Company classifies the DownREITs as VIEs due to the non-managing members lacking substantive participation rights in the management of the DownREITs or kick-out rights over the managing member. The Company consolidates the DownREITs as the primary beneficiary because it has the ability to control the activities that most significantly impact these VIEs’ economic performance. The assets of the DownREITs primarily consist of leased properties (net real estate), rents receivable, and cash and cash equivalents; their obligations primarily consist of capital expenditures for the properties, debt service payments, and with respect to DOC DR OP Sub, certain guarantees. Assets generated by the DownREITs (primarily from tenant rents) may only be used to settle their contractual obligations (primarily from debt service and capital expenditures).
Other Consolidated Real Estate Partnerships. The Company holds a controlling ownership interest in and is the general partner (or managing member) of multiple partnerships that own and lease real estate assets (the “Partnerships”). The Company classifies the Partnerships as VIEs due to the limited partners (non-managing members) lacking substantive participation rights in the management of the Partnerships or kick-out rights over the general partner (managing member). The Company consolidates the Partnerships as the primary beneficiary because it has the ability to control the activities that most significantly impact these VIEs’ economic performance. The assets of the Partnerships primarily consist of leased properties (net real estate), rents receivable, and cash and cash equivalents; their obligations primarily consist of debt service payments and capital expenditures for the properties. Assets generated by the Partnerships (primarily from tenant rents) may only be used to settle their contractual obligations (primarily from debt service and capital expenditures).
Gateway Crossing JV. As of December 31, 2025, the Company held a 50% ownership interest in and was the managing member of the Gateway Crossing JV, a joint venture that owned and leased lab and other buildings. The Company classified the Gateway Crossing JV as a VIE due to the non-managing member lacking substantive participation rights in the management of the Gateway Crossing JV or kick-out rights over the managing member. The Company consolidated the Gateway Crossing JV as the primary beneficiary because it had the ability to control the activities that most significantly impacted the VIE’s economic performance. The assets of the Gateway Crossing JV primarily consisted of leased properties (net real estate), rents receivable, and cash and cash equivalents; its obligations primarily consisted of capital expenditures for the properties. Assets generated by the Gateway Crossing JV were only used to settle its contractual obligations. During the three months ended March 31, 2026, the Company acquired the remaining 50% interest in the Gateway Crossing JV, bringing the Company’s ownership interest to 100%. As such, the Gateway Crossing JV is no longer a VIE as of September 30, 2026.
Total assets and total liabilities include VIE assets and liabilities, excluding those of Healthpeak OP, as follows (in thousands):
September 30,
2026
December 31,
2025
Assets
Buildings and improvements$9,337,618 $4,697,185 
Development costs and construction in progress306,933 190,603 
Land and improvements1,097,335 532,374 
Accumulated depreciation(1,869,357)(930,916)
Net real estate8,872,529 4,489,246 
Loans receivable, net181,285 552,113 
Investments in unconsolidated joint ventures38,637 25,241 
Accounts receivable, net44,141 24,823 
Cash and cash equivalents398,169 56,660 
Restricted cash88,984 3,141 
Intangible assets747,089 473,011 
Assets held for sale(1)
4,025 35,244 
Right-of-use asset273,456 266,135 
Deferred tax assets116,024 121 
Goodwill54,350 50,501 
Other assets339,430 138,265 
Total assets$11,158,119 $6,114,501 
Liabilities
Term loans$400,936 $401,339 
Senior unsecured notes1,181,632 1,168,508 
Mortgage debt103,544 245,735 
Intangible liabilities65,668 76,593 
Liabilities related to assets held for sale(1)
— 11,798 
Lease liability206,117 193,441 
Accounts payable, accrued liabilities, and other liabilities526,084 144,106 
Deferred revenue803,466 61,432 
Total liabilities $3,287,447 $2,302,952 
_______________________________________
(1)As of September 30, 2026, there was one outpatient medical building that was classified as held for sale, which was sold in October 2026, and primarily included net real estate of $4 million. As of December 31, 2025, relates to four assets classified as held for sale, which were sold during the nine months ended September 30, 2026. The assets held for sale as of December 31, 2025 primarily included: (i) net real estate of $27 million and (ii) right-of-use assets of $7 million. The liabilities related to assets held for sale as of December 31, 2025 primarily included: (i) lease liabilities of $9 million and (ii) deferred revenue of $2 million