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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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SCHEDULE 13D/A 0001193805-24-001416 0001517137 XXXXXXXX LIVE 2 Class A Common Stock, $0.01 par value per share 09/23/2025 false 0001360604 42226K105 Healthcare Realty Trust Inc 3310 WEST END AVENUE, SUITE 700 NASHVILLE TN 37203 JEFFREY C. SMITH 212-845-7977 STARBOARD VALUE LP 777 Third Avenue, 18th Floor New York NY 10017 ANDREW FREEDMAN, ESQ. 212-451-2300 OLSHAN FROME WOLOSKY LLP 1325 Avenue of the Americas New York NY 10019 MEAGAN REDA, ESQ. 212-451-2300 OLSHAN FROME WOLOSKY LLP 1325 Avenue of the Americas New York NY 10019 0001517137 N Starboard Value LP OO N DE 14492496.00 0.00 14492496.00 0.00 14492496.00 N 4.1 PN 0001373638 N STARBOARD VALUE & OPPORTUNITY MASTER FUND LTD WC N E9 8007983.00 0.00 8007983.00 0.00 8007983.00 N 2.3 CO 0001519812 N STARBOARD VALUE & OPPORTUNITY S LLC WC N DE 1158671.00 0.00 1158671.00 0.00 1158671.00 N 0.3 OO 0001571704 N Starboard Value & Opportunity C LP N DE 0.00 0.00 0.00 0.00 0.00 N 0 PN 0001575972 N Starboard Value R LP N DE 0.00 0.00 0.00 0.00 0.00 N 0 PN 0001767736 N Starboard Value & Opportunity Master Fund L LP WC N E9 485662.00 0.00 485662.00 0.00 485662.00 N 0.1 PN 0001767773 N Starboard Value L LP OO N DE 485662.00 0.00 485662.00 0.00 485662.00 N 0.1 PN 0001575979 N Starboard Value R GP LLC OO N DE 485662.00 0.00 485662.00 0.00 485662.00 N 0.1 OO 0001833016 N Starboard X Master Fund Ltd WC N E9 2976770.00 0.00 2976770.00 0.00 2976770.00 N 0.8 CO 0001517138 N Starboard Value GP LLC OO N DE 14492496.00 0.00 14492496.00 0.00 14492496.00 N 4.1 OO 0001517139 N Starboard Principal Co LP OO N DE 14492496.00 0.00 14492496.00 0.00 14492496.00 N 4.1 PN 0001517140 N Starboard Principal Co GP LLC OO N DE 14492496.00 0.00 14492496.00 0.00 14492496.00 N 4.1 OO 0001362697 N Smith Jeffrey C OO N X1 0.00 14492496.00 0.00 14492496.00 14492496.00 N 4.1 IN 0001410600 N Feld Peter A OO N X1 0.00 14492496.00 0.00 14492496.00 14492496.00 N 4.1 IN Class A Common Stock, $0.01 par value per share Healthcare Realty Trust Inc 3310 WEST END AVENUE, SUITE 700 NASHVILLE TN 37203 The following constitutes Amendment No. 2 to the Schedule 13D filed by the undersigned ("Amendment No. 2"). This Amendment No. 2 amends the Schedule 13D as specifically set forth herein. Unless otherwise defined herein, all capitalized terms used herein shall have the meanings given to them in the Schedule 13D. Item 3 is hereby amended and restated to read as follows: The securities of the Issuer purchased by each of Starboard V&O Fund, Starboard S LLC, Starboard L Master, Starboard X Master and held in the Starboard Value LP Account were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted. The aggregate purchase price of the 8,007,983 Shares beneficially owned by Starboard V&O Fund is approximately $131,335,340, excluding brokerage commissions. The aggregate purchase price of the 1,158,671 Shares beneficially owned by Starboard S LLC is approximately $19,016,386, excluding brokerage commissions. The aggregate purchase price of the 485,662 Shares beneficially owned by Starboard L Master is approximately $7,963,596, excluding brokerage commissions. The aggregate purchase price of the 2,976,770 Shares beneficially owned by Starboard X Master is approximately $48,949,159, excluding brokerage commissions. The aggregate purchase price of the 1,863,410 Shares held in the Starboard Value LP Account is approximately $32,170,068, excluding brokerage commissions. Item 5(a) is hereby amended and restated to read as follows: The percentages used in this Schedule 13D are based upon 351,606,597 Shares outstanding, as of July 25, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 1, 2025. See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of Shares and percentage of the Shares beneficially owned by each of the Reporting Persons. The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own. Item 5(b) is hereby amended and restated to read as follows: See rows (7) through (10) of the cover pages to this Schedule 13D for the number of Shares as to which each Reporting Person has the sole or shared power to vote or direct the vote and the sole or shared power to dispose or to direct the disposition. Item 5(c) is hereby amended and restated to read as follows: Information concerning transactions in the securities of the Issuer effected by the Reporting Persons during the past sixty days is set forth in Exhibit 1 attached hereto and is incorporated herein by reference. Except as otherwise noted, all of the transactions in the securities of the Issuer listed therein were effected in the open market through various brokerage entities. Item 5(e) is hereby amended and restated to read as follows: As of September 23, 2025, the Reporting Persons ceased to beneficially own more than 5% of the outstanding Shares of the Issuer. Item 6 is hereby amended to add the following: As previously disclosed, Starboard V&O Fund entered into forward purchase contracts with Bank of America as the counterparty providing for the purchase of an aggregate of 4,826,156 Shares (the "BA Forward Contracts"). The BA Forward Contracts had a final valuation date of November 10, 2025, however, Starboard V&O Fund had the ability to elect early settlement after serving notice to the counterparty of such intention at least two scheduled trading days in advance of the desired early final valuation date. Starboard V&O Fund exercised the BA Forward Contracts and thereby acquired 4,826,156 Shares. Accordingly, Starboard V&O Fund is no longer a party to the BA Forward Contracts. Item 7 is hereby amended to add the following exhibit: 1 - Transactions in the Securities. Starboard Value LP /s/ Lindsey Cara Lindsey Cara, Authorized Signatory of Starboard Value GP LLC, its general partner 09/25/2025 STARBOARD VALUE & OPPORTUNITY MASTER FUND LTD /s/ Lindsey Cara Lindsey Cara, Authorized Signatory of Starboard Value LP, its investment manager 09/25/2025 STARBOARD VALUE & OPPORTUNITY S LLC /s/ Lindsey Cara Lindsey Cara, Authorized Signatory of Starboard Value LP, its manager 09/25/2025 Starboard Value & Opportunity C LP /s/ Lindsey Cara Lindsey Cara, Authorized Signatory of Starboard Value R LP, its general partner 09/25/2025 Starboard Value R LP /s/ Lindsey Cara Lindsey Cara, Authorized Signatory of Starboard Value R GP LLC, its general partner 09/25/2025 Starboard Value & Opportunity Master Fund L LP /s/ Lindsey Cara Lindsey Cara, Authorized Signatory of Starboard Value L LP, its general partner 09/25/2025 Starboard Value L LP /s/ Lindsey Cara Lindsey Cara, Authorized Signatory of Starboard Value R GP LLC, its general partner 09/25/2025 Starboard Value R GP LLC /s/ Lindsey Cara Lindsey Cara, Authorized Signatory 09/25/2025 Starboard X Master Fund Ltd /s/ Lindsey Cara Lindsey Cara, Authorized Signatory of Starboard Value LP, its investment manager 09/25/2025 Starboard Value GP LLC /s/ Lindsey Cara Lindsey Cara, Authorized Signatory of Starboard Principal Co LP, its member 09/25/2025 Starboard Principal Co LP /s/ Lindsey Cara Lindsey Cara, Authorized Signatory of Starboard Principal Co GP LLC, its general partner 09/25/2025 Starboard Principal Co GP LLC /s/ Lindsey Cara Lindsey Cara, Authorized Signatory 09/25/2025 Smith Jeffrey C /s/ Lindsey Cara Lindsey Cara, Attorney-in-Fact for Jeffrey C. Smith 09/25/2025 Feld Peter A /s/ Lindsey Cara Lindsey Cara, Attorney-in-Fact for Peter A. Feld 09/25/2025