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Good morning, and welcome to the Healthpeak Properties, Inc. Third Quarter 2025 Conference Call. [Operator Instructions] Please note, this event is being recorded. I would now like to turn the conference over to Andrew Johns, Senior Vice President, Investor Relations. Please go ahead.

Welcome. Today's conference call contains certain forward-looking statements. Although we believe expectations reflected in any forward-looking statements are based on reasonable assumptions. These statements are subject to risks and uncertainties that may cause actual results to differ materially from our expectations. Discussion of risks and risk factors is included in our press release and detailed in our filings with the SEC. We do not undertake a duty to update any forward-looking statements. Certain non-GAAP financial measures will be discussed on this call. In an exhibit of the 8-K referred to the SEC yesterday, we have reconciled all non-GAAP financial measures to the most directly comparable GAAP measures in accordance with regulatory requirements. The exhibit is also available on our website at healthpeak.com. I'll now turn the call over to our President, Chief Executive Officer, Scott Brinker.

Thank you, Andrew, and welcome to Healthpeak's third quarter 2025 earnings call. Joining me for prepared remarks is our CFO, Kelvin Moses. The past 60 days or so signal a turning point in our business. Leading indicators in life science are turning positive and private market values for outpatient medical are strengthening. As a premier scaled owner in both businesses, we see significant value and upside when we look at our stock price today. Two years ago, against the backdrop of raging inflation, the outpatient sector was out of favor in both the public and private markets. We saw a sector with good fundamentals that we're getting even better and seized an opportunity to grow our portfolio by $5 billion in a strategic merger with Physicians Realty Trust. In doing so, we established the best portfolio and platform in the outpatient sector. The merger also accelerated the strategic goal I described 3 years ago to get closer to our real estate and our tenants. We've now internalized property management on 39 million square feet with line of sight on another 3 million square feet. We now own the tenant relationship and the local market knowledge. The internalization also allows us to deploy technology at the property level quickly and at scale. With the addition of JT, Mark and team, we deepened our relationships across the outpatient ecosystem, creating proprietary growth opportunities, including accretive new development projects. Flash forward to today, as inflation has come down, there's a deep pool of buyers for outpatient medical. It's a great time for us to sell less core real estate and to recap some assets. We're in various stages of negotiation and execution on transactions that have the potential to generate proceeds of $1 billion or more. We see an exciting window to recycle outpatient sale proceeds into higher-return lab opportunities where the leading indicators are starting to turn positive. Increased M&A less regulatory noise, lower interest rates, positive data readouts, solid FDA approvals and priority reviews and recent biotech outperformance in the stock market. The real estate market will obviously lag, but the building blocks for a recovery in demand are encouraging. Our leasing pipeline today is roughly 2x the pipeline at the start of the year. We're also seeing some vacant development projects across the sector get absorbed by alternative uses, which will help accelerate a return to more balanced supply and demand. Important to note that purpose-built lab buildings are highly flexible and can support many alternative uses. I'll repeat that our occupancy will decline for the next few months due to expirations and terminations, but we're now gaining more confidence that will be the bottom on occupancy. At that point, we'll have more than 2 million square feet of available space in good submarkets to lease up and recapture NOI. We recently welcomed Denis Sullivan to our team. He will play a pivotal role in our life science business and investment strategy. Denis spent 14 years at BioMed, including time as CFO and CIO. We have exceptional local market leaders in the Bay Area with Natalia De Michele, with dentists in San Diego and with Claire Brown in Boston, all rolling up to Scott Bowen, our segment leader. We believe we have the footprint, people and balance sheet to capture market share as the sector recovers. Our CCRC business is performing at a high level. Six years ago, we bought out the 51% interest in the portfolio held by our joint venture partner, and we installed a new operator. Since then, NOI is up more than 50%, including double-digit growth this year. We believe then and now that the entry fee product is very attractive to seniors on fixed incomes, we are looking for a lower monthly rent payment. The continuum of care we offer is viewed favorably by seniors and their families because it creates peace of mind they won't need to move again in the future. And that's very important at that stage of life. Sequential occupancy in the portfolio was up 70 basis points, and we expect continued growth in the fourth quarter. I'll wrap up with our technology initiatives, which are already paying off with efficiency gains. Our G&A this year is projected at $90 million, which is less overhead than we had 5 years ago, despite significant inflation across the economy and closing a $5 billion merger. But the cost efficiencies are only part of the story. We intend to create a tech-enabled platform to streamline our operations, differentiate our property management and leasing platforms and expand tenant services to drive new revenue opportunities. We'll have more details to share in the coming quarters. Let me turn it to Kelvin.

Thank you, Scott. I'll expand a little bit on the technology initiatives that Scott just mentioned. We're advancing our strategic plan to strengthen our capabilities as an AI-enabled real estate owner with a leading investment management platform designed to meet our clients' needs across geographies and asset types. Operationally, internalizing property management now gives us end-to-end control of our workflows and establishes a consistent foundation to deploy technology across the property. Technology adoption of real estate has historically lagged other industries, and we see advantages to moving now. We're focusing our initial efforts where data and automation can offer more time in the field, and that starts with improving property operations, facilities engineering and accounting. We've partnered with a leading enterprise technology firm to help us drive this shift. Our automation initiatives are building a stronger foundation for our data architecture that will enhance connectivity across internal systems and reduce manual work. Our approach allows us to make measured investments and preserve long-term flexibility as commercial tools evolve. These fresh perspectives from outside of traditional real estate will also help us innovate faster. We see every part of our business as an opportunity. Now moving into the third quarter results. Financial and operating performance was in line with our forecast. We reported FFO as adjusted of $0.46 per share, AFFO of $0.42 per share and year-to-date portfolio same-store growth of 3.8%. Starting with CCRC. Our portfolio delivered another strong quarter, driven by continued pricing power modest expense growth and 150 basis points of year-over-year occupancy gains. Cash NOI increased by 9.4% for the quarter. We remain focused on these key indicators of performance as each flow through to NOI and ultimately, earnings growth for the platform. Our product offering and value proposition continues to resonate with consumers, and we remain well positioned to benefit from healthy demographic trends that support long-term growth. Moving to outpatient medical. Fundamental supporting leasing demand for outpatient continues to be favorable. During the quarter, we executed 1.2 million square feet of leases achieved 3% escalators or above on executions and positive cash re-leasing spreads of 5.4%, with TIs also below historical averages. Year-to-date leasing volumes totaled 3.2 million square feet, and we ended the quarter with total occupancy up 10 basis points at 91%. New leasing comprised of 270,000 square feet with Q3 representing the highest quarter of new leasing starts in the combined company's history. TIs on renewals were only $1.41 per square foot per year and year-to-date leasing commissions were approximately $0.87 per square foot per year. Additionally, we executed another 123,000 square feet of leases in October, and we have another 895,000 square feet under LOI. We are pleased to recognize our property management team whose sector-leading Kingsley client satisfaction results reinforce the consistent strength of our tenant retention and help ensure efficient operations for our clients. Thank you to the entire property management team across the organization for their collective efforts. The combination of consistent operating performance, favorable sector fundamentals and deep tenant relationships positions the portfolio for sustained growth and continued excellence in execution. And turning to Lab. During the quarter, we executed 339,000 square feet of leases, of which 45% were new. And on renewals, we achieved a positive 5% re-leasing spread. Year-to-date leasing volumes totaled 1.1 million square feet, and we ended the quarter with total occupancy of 81%. We continue to see escalators on executed leases between 3% and 3.5%, which supports sustainable long-term growth. Tenant improvement allowances on renewals declined to $1.30 per square foot per year, while corresponding rents rose to $65 per square foot given space condition. For new leases, TIs averaged approximately $15.73 per square foot per year, which when excluding two development leases was approximately $5.50 per square foot per year. In October month-to-date, we executed 22,000 square feet of leases and have an additional 291,000 square feet under LOI. Forward-looking indicators of demand continue to improve. Since Q1, the pipeline has doubled to 1.8 million square feet, about half are evaluating our current unleased availabilities. Each of our core markets is experiencing a similar uptick in demand. We have a healthy mix of discovery stage, clinical stage and commercial face tenants and some incremental demand from tech and AI-based companies. We're encouraged by the strengthening demand profile as we move toward in occupancy bottom and ultimate recovery. The decline in occupancy we experienced in 2025 will flow through to earnings in 2026. Recent leasing, together with the conversion of our active pipeline is expected to contribute to occupancy and earnings starting in late 2026 and thereafter. Moving on to the balance sheet. In August, we issued $500 million of senior unsecured notes at 4.75%. We achieved a spread of 92 basis points with no new issue concession. This execution represents one of the tightest investment-grade REIT 7-year spreads year-to-date. We ended the third quarter at 5.3x net debt to adjusted EBITDA and $2.7 billion of liquidity. We continue to prioritize balance sheet management and disciplined capital allocation to maintain maximum flexibility to pursue strategic investments and fund portfolio growth. Now turning to guidance. We are reaffirming our FFO as adjusted and same-store expectations within our original guidance range. We continue to outperform in CCRC in outpatient medical at or above the high end of our initial segment guidance. In addition, we reduced our interest expense and G&A guidance by a total of $10 million. This reflects better-than-anticipated pricing on our senior notes issuances, technology-enabled productivity gains, and additional synergies related to the merger, as well as timing of certain investments and higher disposition. Moving to sources and uses. Year-to-date, we've completed $158 million of asset sales and loan repayments. We have an additional $204 million of dispositions under a purchase and sale agreement as we take advantage of a strong private market in outpatients. These transactions could close in the fourth quarter or early 2026. And with that, operator, we can move into questions.

[Operator Instructions] Your first question comes from Ronald Kamdem with Morgan Stanley.

Just going to the lab leasing pipeline. It sounds like you said it's doubled since the beginning of the year. I was just hoping we could just double-click sort of what's changed? What's the mix of those tenants? And any sort of qualitative trends that you can highlight?

Yes. It's a broad mix of tenants. It's Scott, from early stage to clinical stage to commercial stage. So the quantum has doubled, but equally important the mix of new and renewal is much more favorable. Year-to-date, it's been a lot of renewals, which is great. But obviously, it takes new leasing to drive occupancy and a good portion of that pipeline now is new leasing. And that's clearly being driven by the improved sentiment in the sector, improved capital raising. There's been a lot of good data in the sector, and that's being rewarded in the capital markets by the FDA and that virtuous cycle is starting to build, but all starting with great data as the science proves out. So we're encouraged. It's roughly 60 days of activity. Obviously, that needs to continue for that pipeline to turn into execution and then to refill the pipeline. But the trajectory, the momentum is very positive.

Great. And then my follow-up is just on thinking about the capital recycling $1 billion out of potentially outpatient medical, just maybe can you talk a little bit more about sort of the buy side in terms of what potential opportunities you think out there, sort of any financial metrics we should be thinking about in terms of what you're going to be going into.

Yes. Outpatient has been a great business for 20 years. It's one of the few subsectors in all of the real estate that's had positive NOI growth every year for 2 decades. Great financial crisis. Whatever is happening in the economy, it doesn't matter. That sector still has positive growth because it's a need-driven business, and there is a tremendous push to move things to an outpatient setting. That isn't changing. So we love the business. We think we have not only the biggest, but the best platform in the sector, the deepest relationships, which is key given most of the tenants or health systems. So that was one reason we did the merger 2 years ago. We love the outlook for the business. Scale does matter, especially in local markets, which we have. But not all of our portfolio is in concentrated core markets. We still have a few geographic outliers, and this is a great time in the cycle to take advantage of strong demand for the assets and sell some of those assets that are not as strategic for us, but can still draw great pricing from a pretty deep pool of buyers. It's mostly institutional for the types of assets we own, but it's broad-based and it's a deep pool and I think they're attracted to the strong fundamentals. And obviously, as inflation and interest rates have come down, that sector looks a lot more attractive. Maybe the growth of the economy is a little bit more questionable today and outpatient starts to look a lot more attractive in that environment. So I think all of those things are driving the demand. We have roughly $130 million undersigned contract at a really strong cap rate. We're working on a lot. We feel like it's an opportune time to take advantage of that buyer interest, especially in light of where the stock is trading in light of the outpatient development opportunities we have through our relationships and then the potential for opportunities in the Life Science business, but we have a great balance sheet already. We see a lot of advantages to having even more liquidity as we head into 2026, especially if we can get great pricing.

Your next question comes from Nick Yulico with Scotiabank.

In terms of the lab portfolio. I wanted to see if there was any way to get a feel for like where -- if your leased rate is higher than your occupied rates. I know you guys quote that 81% occupancy and lab in the South. You talked about some of the sort of leasing that happened and even in the works is addressing vacancy. So any feel for just like where the lease rate on assets would be versus in-place occupancy?

Yes. Nick, this is Kelvin. I would say that our total occupancy today in lab at 81% is largely in line with the occupied rate. We have certain instances where there are tenants that are probably in more space than they need. So the occupancy is a little bit lower physically. But generally speaking, the total occupancy is in line with the physical occupancy.

Okay. And then just second question is on the impairment for the lab JV. Was that -- what triggered that this quarter and then was it also some sort of decision or functioning of how leasing is actually going for those assets?

Nick, it's Kelvin again. So typically, you'll see companies take impairments like this when they sell assets. These are assets that we have high confidence in, we'll continue to own long term but specifically for the unconsolidated JV accounting rules, there are rather specific requirements that you have to evaluate on a quarterly basis. Simplistically, if you have carrying values that fall below fair values for more than a temporary period of time you're required to take the charge. And this quarter, we determined that, that was the case. Specifically, the impairments, not cash, it doesn't impact FFO, but we thought it was prudent to do so this quarter given all the facts and circumstances around these ventures.

Nick, I would just add, Scott and the team have done a great job leasing up the campus. We're at roughly 60% leased, it's 400,000 feet across seven buildings. The buildings that have been redeveloped are for the most part leased. And there's a couple of buildings that are yet to be redeveloped. We are waiting for leases to burn off and, and that work is now underway, and we're confident we'll be able to lease them up once they open. So it's not a matter of leasing. It's a matter of where the rents, where are the cap rates versus when we did that deal 3.5 years ago and obviously marked up the portfolio to the price that we got when we sold it.

Your next question comes from Farrell Granath with Bank of America.

I was curious if you could outline your kind of risk list and how that compares to the beginning of the year. And specifically, if you can touch on, if tenants have been adding in or are names finally dropping off as you've been seeing a shift in sentiment?

Farrell, this is Kelvin. I'll start. Maybe just to give context to our earlier points, we continue to be encouraged by the pipeline that's been building over the course of the last 60-plus days. And our existing tenant base continues to access the capital markets as it's opened back up, and we're seeing a number of folks that perhaps were a little bit more in focus before that are out of focus today given they're extending their cash runways and they're working towards their next clinical milestone. So the exposure in our portfolio has come down, I would say, pretty meaningfully over the last 60 days. So we still have tenants that we are actively monitoring. The quantum of that, I don't have an accurate number to give you, but I think, again, it's directionally has come down since the start of the year.

Let me add. There's really two parts to your question that are relevant. There's the size of the watch list. That's part one. Kelvin just addressed that. But the equally important part, in our view, is do those companies have a good chance of raising money? Because there's always going to be tenants in the portfolio that have less than 12 months of cash that we're keeping a close eye on. And today, we feel a lot more confident that those companies can raise money. The challenge in the first 9 months of the year had been we have this group of companies that needs to raise capital. It's normal course business, and it was just a very, very difficult environment for them to raise it. So that second half of the question, I think, is equally important and that has improved pretty dramatically in the last 60 days, and obviously, we hope that continues.

Great. And I also just wanted to touch on -- I've seen some recent headlines about the influx of demand for the AI companies, especially when it comes to lab spaces and those even converting back to an office. I was curious if you could just add a few comments on how that may impact the supply picture? And do you see stock participating in any of that conversion?

Yes. Well, there's just pure AI tech companies, and certainly, that's helping the supply-demand dynamic in the Bay Area, in particular, but there's also AI-native biotech research, and that's been very much a positive for our portfolio. We've done a fair amount of leasing with companies that would fit that description, particularly in the Bay Area. In the last year, the pipeline includes them as well. And the notion that they only need office space is just not correct. Generally speaking, the 50-50 type mix of wet lab and office continues to hold for those companies as well. So we view it very positively. They're more likely to raise money. The companies that can attach that to their business profile right now. So we're taking advantage of that, but more generally and longer term, the ability of AI to improve the speed, efficiency, accuracy of drug research is pretty exciting in taking drugs from discovery to IND meaning clinical stage trials in 1 year instead of 5 to 7 years. I mean that has the potential to have enormous positive impact on the business.

Your next question comes from Austin Wurschmidt with KeyBanc Capital Markets.

Good morning, everybody. Scott, I'm just curious, how should we think about the near-term earnings impact from recycling the outpatient medical proceeds from the strategic initiatives and then just that time line around the earnings ramp from reinvesting those proceeds given development does have kind of a little bit of a longer time line to it? And then maybe a sense of what the opportunistic lab investments you're considering today? Is it development? Is it sort of lease-up opportunities versus more stabilized deals?

Yes. And the $1 billion that we've referred to, keep in mind, only $200 million of that is under contract. So hopefully, we move forward with the balance. It's really strong pricing. If that proceeds, keep in mind that pricing is going to be significantly better than our implied stock price. So I mean it has the potential, depending on use of proceeds to be immediately accretive. We're also looking at opportunities in outpatient development, as well as life science opportunistic investments that we think have the potential to have returns far in excess of the returns we'd be selling at. In terms of those outpatient sales. So one way or another, we're doing this with an expectation that it's going to create pretty meaningful accretion, whether it's day 1 or day 1 in the combination of year 2, 3. But obviously, that is the expectation and intention here.

That's helpful. And then can you just give a little bit more detail around the average size of tenants in the pipeline for lab, the lab leasing pipeline and whether you're seeing sort of any larger space requirements in the market today? I know previously, you had talked about kind of 30-plus thousand square feet was the sweet spot, but anything larger out there today?

Yes. Austin, it's Kelvin. I think that 30,000 square foot marker is still accurate in terms of the pipeline and the opportunities we're seeing. So with the 1.8 million square foot pipeline. There's a lot more activity from new potential clients that are exploring our assets.

Austin, let me give you one additional piece of color on the acquisitions that we're looking at in life science as well as outpatient development. You can't really look at those just in isolation either. When you think about our investment model that's very much focused in both businesses on doing things in scale in local markets. There's really an ecosystem benefit as well. Like when we do a new development with a health system, that project is accretive, but it also deepens the relationship with that health system and draws or drives additional leasing with that tenant over time. And that's an important part of the consideration for us. That's obviously true in life science, where we've built a 12 million square foot portfolio that's essentially in 5 submarkets. And we want to continue to go deeper in those markets because we think there's great demand and tenant desire to be in those locations. And the more scale we have there, it's proven to have material advantages in terms of winning leasing deals.

What's sort of the average yield on the outpatient medical developments that you're evaluating today?

7-plus percent. Mostly highly produced and compare and contrast that with selling assets that are in 20, 25 years old that 100 basis points or more inside of that. So pretty compelling.

Your next question comes from Seth Bergey with Citi Group.

I guess my first question is kind of, of the $1 billion. How do you view that in terms of how much of that should we expect to be life science versus outpatient medical versus share repurchases? And then I guess on top of that, do you have like a target percentage of how much of the business you would like to be outpatient medical, life science and the CCRC?

We do not have fixed allocations, and we're going to be opportunistic. So we're going to protect our balance sheet. Number one, it's a competitive advantage, gives us a lot of flexibility. And these sales will give us even more flexibility, but it could be any of those three that you mentioned in any combination. So no, we're not going to have a fixed allocation of what we're looking at will be opportunistic.

Okay. And then just my second one, you talked about the strength of the outpatient medical business. what type of spread are you kind of looking for to compensate you just given -- you touched on the early shoots of the life science recovery, but mentioned that real estate is still expected to lag for a little bit. So just any color you can provide on what accretion kind of spread you're looking for there?

Yes. Thanks, Seth. The underwritten returns on any life science distress. Obviously, each project is going to be unique in terms of size as well as the lease-up that needs to occur, but we'd be looking for certainly double-digit unlevered IRRs for those types of projects. So that would be the criteria there. For outpatient, I think I already covered it at 7-plus percent. So a nice spread to not only disposition cap rates, but also acquisition cap rates. So yes, that's how we're thinking about spreads or relative returns. And obviously, we have to keep in mind the implied cap rate of our stock price as we think about the assets that we're selling relative to buying back stock in an accretive way. So we're really looking at all three of those alternatives and all three of those metrics in terms of relative returns.

Your next question comes from John Kilichowski with Wells Fargo.

Good morning. Maybe if we could start just talking about the Trump administration, we've had -- there's been tariffs on branded therapies, but there's also been a major surge in commitments by multinational pharma companies back in the U.S., especially as it relates to R&D. Can you talk to a lot of that's on the manufacturing side, but are you seeing some of that translate into lab space and then a leasing?

Well, certainly, the regulatory chaos and uncertainty that existed in the first 6 to 8 months of 2025 had a big impact on sentiment in the sector. Obviously, investors making capital commitments are looking for certainty in terms of the environment that they're investing into, and we just didn't have that for the first half of the year. There's been a lot of positive news coming out of Washington and the FDA in terms of making that process more efficient. Our tenants are taking advantage of that. We've had 10 tenants in the portfolio that have received various forms of fast track or regulatory priority reviews, which is a huge positive coming out of this administration. But overall, I think you've seen a lot less negative headlines coming from D.C. on the biopharma sector, including some positives. Like the agreements with Pfizer and Astra

Got it. And then I know this may be a little early to ask, but I'll give it a shot. I don't know if we can discuss maybe the building blocks for '26 earnings here, especially as you have talked about a potential near-term bottoming in occupancy. Maybe what's realistic for occupancy gains next year, how you're thinking about pricing power? And then maybe on top of that, the addition of -- we've seen some G&A savings this year with your AI platform. What's the opportunity for that to generate even further savings in the next year?

Yes. I mean, obviously, we'll wait until February to give guidance. But I mean the basic building blocks or 2/3 of the portfolio are doing really well with outpatient in CCRC, life science, obviously, the occupancy loss and there's a bit more to come, as we've described, we'll bleed into 2026. That will have an impact. We disclosed some purchase options and seller financing that will have an impact refinancing. I mean those are the basic building blocks. There's no new surprises there. But I'll just reiterate the obvious, but obviously, we'll give full guidance in February of '26.

Your next question comes from Juan Sanabria with BMO Capital Markets.

Just wanted to see if you could maybe help investors and how you're thinking about how much dilution you're willing to take and how you're going to try to manage that. I mean, I think maybe there's a little bit of a concern that the MOBs, the $1 billion of dispositions will be plowed largely into lab opportunities that may have great growth long term, but maybe weigh on growth near term. So I guess how are you thinking about balancing some of that potential dilution with buybacks and/or other opportunities? Is it the intention that you're going to try to manage earnings somewhat, so to speak, as a result of that? Or how are you thinking about weighing those pros and cons?

Yes. Well, we're not looking to manage earnings. I heard you say that. That certainly isn't anywhere on the priority list. We're looking to create value. I think when we did the merger 2 years ago, there were concerns, it's turned out to be a huge value creator for the company, not only the synergies, but the recognition of the strength of the outpatient business and the flexibility that, that's providing us right now. So that has turned out to be a huge positive in terms of the capital allocation around that transaction at a time when that sector was pretty out of favor in the public and private markets. Obviously, that dynamic is flipped very much in our favor 2 years later. And we see the building blocks of that dynamic changing for the life science business. It wasn't that long ago when certain investors couldn't get enough of the sector is one of the best performing subsectors in all our real estate for 10 years. Obviously, there's been too much supply. We've had some demand issues because of the regulatory environment. We, as we've described, see a lot of that starting to flip in our favor. It's not going to happen overnight, but we do see a window here to come in at a time when nobody else wants to invest. That's usually a pretty good time to do it. We have the balance sheet to do it, the platform to create value but it might end up being zero. We're very focused on basis and submarket and price and return opportunity, and I can't guarantee that we're going to find anything that meets our thresholds, but I'm optimistic that we will. There's a big opportunity set there, and it's an awfully good time to invest in our view. But again, at the right price and the right submarket. In terms of dilution, it's a $25 billion denominator. So even $1 billion is not a significant number in comparison to the entire company that I don't expect there to be meaningful dilution in any event, even if we plowed the entire thing in the vacant lab buildings, which is not our plan, by the way.

And then just a second question. For the balance of the year and maybe into the first quarter, you talked about maybe some slippage in occupancy from some known move-outs and maybe some of the watchlist tenants. Is there a way to put any brackets around how big the further slippage could be before that starts to recover? I think you mentioned in the second half of '26 before the earnings start to benefit from some of that occupancy coming back. But just like what's the risk from here to the trough, I guess, and the components there in?

Yes. No, this is Kelvin. I'll start. But again, we continue to be encouraged by the pipeline and the activity that we're seeing, but we recognize that there are still some headwinds within the portfolio that we have to work through we're gaining confidence with these leading indicators and the expirations and nonrenewals that we have for the balance of the year and going into 2026 with our general kind of 75% to 85% retention we'll likely have some occupancy slowdown over the next couple of quarters. And then from there, we'll be able to pick back up again. Occupancy could trend down somewhere in the high 70s before it starts to pick back up again. So I think we're going to be very mindful of the next few quarters in terms of where that goes, but that will be the inflection point that we believe we can start to grow back.

Your next question comes from the line of Richard Anderson with Cantor Fitzgerald.

So if I could just sort of get pacing or cadence of what you're seeing out of life science. You talked about occupancy bottoming turning on the distressed purchasing engine and then ultimately, pricing power. When do you -- if you had a hazard guess, when do you think those three important points in the life cycle going forward in life science are going to happen? Is the bottoming in early '26 event is the distressed purchasing sort of on top of that and pricing power, maybe 2027 time frame? Is that the way we should all be thinking about it?

Rich, it's Scott here. And some of it is, I'd call opportunistic. It's not all distress, which is, vacant, empty building. There may be some of that. So that's an important distinction though. Some of it is just opportunistic and therefore a different profile than true distress. But it's not going to play out over a 3-month window. I think this is a 12- to 24-month window as the sector finds a bottom and truly starts the recovery. So it's not like this window is going away. If we do this earnings call in February, we haven't purchased anything yet. That's okay. It's not like the window is going to close next February. It's going to take a little bit of time for the sector to fully recover. I do think the core submarkets are going to come first. I think the big incumbent landlords, and there's only a couple are going to recover faster. Those things, I'm quite confident in. But maybe just to underscore the point that we made here that the sentiment, that the fundamentals are starting to turn in our favor during this conference call alone, we've had one tenant get acquired by Eli Lilly. That's now public. And we had another tenant report very favorable Phase III data, and I think their stock is up 60% or something. So to have -- the point is, we continue to get positive surprises after a couple of years of a lot of negative surprises. We've had a very different change in tone over the last 60 days, and that's continued here into the first 30 minutes of our earnings call. So that's great to see.

Excellent. I love real-time stuff. And in terms of selling outpatient medical, I still call it MOBs, but that's me. You're not alone in this movement. We're hearing about others that are potentially going to be selling big chunks of MOBs. What would you call -- how would you characterize the buyer pool in terms of where all this might go? Is it going back in the hands of the systems or private equity? How would you describe your audience there?

All of the above. There are some health systems looking to buy back certain assets. Private equity for sure, it's institutional, high-quality buyers big, sophisticated that are the counterparties at least on the projects we're working on. I can't comment on the others.

Your next question comes from Michael Carroll with RBC Capital Markets.

I want to circle back on the life science leasing pipeline, the 1.8 million square feet. I mean can you talk about the timing of, of where those transactions are within that pipeline? I mean, how close are they to be signed? And when they sign, how long does it take from them to actually commence?

Yes, well, the LOI is obviously closest to assign lease execution, and that's approaching 300,000 feet. So the odds of those getting done are obviously pretty high. The phase behind that are what we call proposals. So we're actively negotiating terms, that's roughly half of the pipeline. So those are pretty far along. And then there's tours where you're starting to talk deal terms, they're looking at the space and space planning and all those things, and that's a pretty material part of the balance, and then there's just the inquiries kind of the early stage stuff. So I'd say it's weighted towards kind of the second half of the process between an inquiry and a signed lease.

And then once they get signed, like how should we think about the commencement timing? I'm assuming, obviously, if it's a new lease or on a development or redevelopment, the commencement is probably, what, 12 months out? And the renewals is pretty immediate. So maybe can you talk about what is the split between new and renewals and the timing of those potential commencements if they do sign?

Yes. Michael, it's Kelvin. The -- I'll start with the last question, but the flip between new and renewal is roughly 50-50, I would say. We actually are seeing an uptick in new potential clients that are entering our pipeline as well, a good positive. Generally speaking, from a timing standpoint, the second-generation spaces that we have available to lease are actually in quite good condition. So it's really dependent on the space in terms of how long it will take to get a tenant in there and to commence the lease. You'll see in our executions from this quarter that -- we had limited TIs and continued strength in our leasing volumes. And a lot of that had to do with the quality of the space that we had available to lease. So it's really dependent on the space. We have some spaces that we're getting back that we'll invest capital into and reposition. So some of those could be on that longer 12-month time line that you highlighted, but we could see some commencements happen sooner than that.

Your next question comes from Vikram Malhotra with Mizuho.

I guess -- I guess, Kelvin or Scott, do you mind just sort of stepping back and giving us a little bit more detail or clarity on sort of this whole occupancy bottoming the risk near term into 4Q, but then really how much of the signed but not commenced leases you have to offset some of this? Because I was just really confused, it sounded like you said occupancy and lease is the same. But maybe if you could just break up like leaving aside the development lease up just the core portfolio. How much of a benefit is there from the losses you see versus the signed but not commenced leases?

Yes. And maybe, Vik, just to kind of keep it at the higher level at this point. We do see these leading indicators as favorable signs of the execution opportunities that we have within our portfolio and where occupancy is trending over the next few months or a couple of quarters is somewhere in the high 70s. And that will give us a base to build back from. I think that's important to know. And as we talked about with respect to the pipeline, depending on the quality of the space and the execution time line of the team, we might be able to offset some of those near-term headwinds that we know are coming with some execution. So there's a lot of moving parts there, but I think that's generally good guidance.

Sorry, just to clarify on that, I believe, like, if you just look at the core, the 93.2%, there's some slippage from nonrenewal potential tenant, et cetera, based on kind of our conversation but then there is a benefit from signed but not commenced. So can we -- are you able to just give us a little bit more color on how those two things interact just for the same-store pool?

Yes. So maybe just for the fourth quarter, we have about 300,000 square feet of expirations and you'll notice in the footnote in the supplemental, we're putting 186,000 square feet of that into redevelopment. We'll largely offset the redev component of that with new commencements and then we'll have a portion of the expirations that will vacate. So that's kind of the Q4 component. Within that, there could be some additional reduction in occupancy as a result of early terminations or proactive downsizing of tenants that we're negotiating space needs and space planning. So hopefully, that gives you a little bit more context.

Yes. I'll follow up. Just the -- occasion, or if you could expand. I mean, I guess, Scott, you mentioned a lot of interesting events during the call in terms of Eli Lilly and fundraising and stuff. But just -- in the process of bottoming, assuming we have more M&A, maybe using the Eli Lilly as an example, like what does that mean for base needs in your mind? Like is the company that's being acquired your tenant? Do they keep the space? Is there a risk of them downsizing or maybe even expanding. Maybe just give us a sense of like what the M&A piece needs for the tenant for your portfolio?

Yes, I just saw the headline. So we haven't talked to the company yet. Each situation is different. There are times when the big pharma is buying a platform and they're looking to use that team and science to build a new business opportunity, and that tends to lead to demand for real space or more space, and there's times when they're just buying a drug, in which case, they probably don't need the space anymore. And we've had, I don't know, 100 M&As in the course of the company's history. And it's about half and half in terms of the impact. Obviously, it's a credit upgrade either way. That's a fairly long-term lease, if I remember correctly on a campus that's really full, and we've got some growing tenants. So who knows it may end up being a positive in a lot of ways. But I think the important point is that M&A is just such a huge impact on the ecosystem and recycling capital, creating great exits for those existing investors to plow back into new companies. And the M&A year-to-date is something like 3x 2024, and it continues to grow. So that's just a huge benefit to the entire ecosystem that should drive more demand.

Your next question comes from Wes Golladay with Baird.

For the potential acquisition opportunities, do you see a bigger opportunity set for the outpatient medical developments or the opportunistic lab properties?

Yes. Opportunistic lab is exactly that, opportunistic, and those tend to be big projects. So they're chunky. So they can be big numbers or they could be zero. Our outpatient development is pretty normal course business. There's a number of health systems that we're quite close with and development partners that we work with I'd say that's more of a normal course, steady-state business, a couple of hundred million dollars a year that fit our criteria, which basically means pre-leased with good yields and good health systems in core markets. that's going to be less chunky and more just recurring normal course business.

Okay. And then on the last quarter, you talked about the potential change for the inpatient only rule. Are you seeing any uptick in leasing demand or development opportunities from this?

Yes, the comment period closed. We haven't seen the final rule yet. So nothing has happened there in terms of the inpatient-only rule. But I also said at the time that the market forces are moving more of those services to an outpatient setting regardless of what CMS does. The CMS rule would just accelerate that process, but it's happening either way the payers prefer it, the health system usually prefer it. And certainly, the patients prefer it, which is a pretty important voter in the process. So it's happening either way. It's just a matter of how quickly.

Your next question comes from Mike Mueller with JPMorgan.

I guess this is kind of a hypothetical question. But if your implied cap was 100, 125, 150 basis points lower, do you think you'd still be looking to monetize parts of the outpatient medical portfolio today?

The asset sales, we're getting out of noncore markets or noncore health system relationships at great pricing. Yes, we're also looking at some recaps today of core real estate where we're going to retain a meaningful economic interest, maintain the relationship, maintain the footprint, those we would not do if the stock price was more favorable.

Got it. And I guess my second question, I think you answered part of it. I was going to ask the specific attributes of what you're specifically looking to sell. It sounds like it's -- what age and secondary markets or noncore markets?

It's mostly market profile. When you look at our outpatient footprint, although it's a national portfolio, we've got 10 to 12 markets that comprise 2/3 or more of our footprint. We love those markets. We have great health system relationships. Critical mass in a growing demographic market that we find attractive. We're looking to do more in those areas. Dallas is an example, Denver, Nashville, other examples you see us do development there as well. So the profile of what we're selling tends to be in markets where we don't have that big critical mass or maybe we don't have the strongest health system relationship. Those tend to be the, the assets that we're looking to monetize and it's a good time in the cycle to do that.

Your next question comes from Michael Stroyeck with Green Street.

I appreciate that the step down in retention and outpatient was largely due to the CommonSpirit leases no longer being included. What have retention rates in recent quarters been if you do back out CommonSpirit. And has there been any sort of decline in retention as the company has pushed pricing maybe a bit harder relative to the sector's history?

Michael, no, we've been in the 75% to 85% range across the portfolio. We did have a couple of big nonrenewals this quarter that we've known were coming for a long time, just legacy Healthpeak assets that we've owned for years and years and years. But the leasing has been really phenomenal. So like step back for a minute and look at the actual leasing volume we've had among our highest quarters in the history of the combined companies and the economics on the leasing are extremely attractive. We're getting better escalators, renewal spreads that are as strong as we've ever had, very little TI, the term of the leases is long. So same-store investors like it. It's an easy number. It's one number. It's not the most important number. The economics in the cash flow are really driven by the things I just mentioned. And those numbers continue to be very, very favorable. So Mark and the team are really doing a great job on leasing, and we expect that to continue given the fundamentals.

Got it. Understood. Has there been any sort of spread in pricing power between, call it, your health system and nonhealth system tenants?

There's definitely a distribution in terms of re-leasing spreads and some are 10-plus percent. Others are slightly negative. I'd say it's less focused on whether it's a health system or not and more focused on the quality of the building, the uses that are inside that space that tends to drive that dynamic more than whether it's a health system tenant or not.

Your next question comes from Jon Petersen with Jefferies.

Maybe just one for the sake of time here. So since we're talking about selling properties, I know at times in the past, you suggested that the CCRC portfolio might be something that could be sold at some point. So I'm just curious for an update on how you're thinking about that portfolio as a long-term hold on your balance sheet.

Yes. We're happy we own it. We're happy we own 100% of it rather than 49% of it. LCS has done an incredible job. We've got a dedicated team, it's worked side-by-side with them to drive value. They're doing an incredible job. Obviously, the fundamentals are good. We have to put some money into the buildings that should pay dividends for years to come. Those buildings look great. Residents demand them. So we've never seen growth out of that business like we have over the last 6 years, even including the downturn. Our compounded growth rates around 9%, including the downturn. I'll just repeat that. It's an incredible performance by that portfolio that we think will continue. So yes, we're happy to hold it for the foreseeable future.

This concludes our question-and-answer session. I would like to turn the conference back over to Scott Brinker for any closing remarks.

Thanks for your time today, everybody. Hope you have a great earnings season and hope to see you soon. Take care.